Common use of Investments Clause in Contracts

Investments. The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly make or maintain any Investment except for the following: (a) Investments existing on the Closing Date and disclosed on Schedule 7.03, and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e); (b) Investments held by the Borrower or such Subsidiary in the form of cash or Cash Equivalents; (c) Investments in accounts, contract rights and chattel paper (each as defined in the UCC), notes receivable and similar items arising or acquired from the sale of Inventory in the ordinary course of business consistent with the past practice of the Borrower and its Subsidiaries; (d) Investments received in settlement of amounts due to the Borrower or any Subsidiary of the Borrower effected in the ordinary course of business; (e) Investments by the Borrower in any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned Subsidiary; (f) loans or advances to employees of the Borrower or any of its Subsidiaries (or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Subsidiaries) in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any time; (g) Investments constituting Guaranty Obligations permitted by Section 7.01; (h) Investments in connection with a Permitted Acquisition; (i) Investments in Rabbi Trusts in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto); (j) Investments in the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04; (k) Investments made in connection with the Foreign Subsidiary Reorganization; and (l) other Investments not constituting Acquisitions by the Borrower or any Subsidiary made after the Closing Date; provided that the aggregate outstanding amount of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investment.

Investments. The Borrower shall Such Obligor will not, and shall will not permit any of its Subsidiaries to, make, directly or indirectly make indirectly, or maintain permit to remain outstanding any Investment except for the followingInvestments except: (a) Investments existing outstanding on the Closing Date date hereof and disclosed on identified in Schedule 7.03, 9.05 and any refinancings of such Investments modification, replacement, renewal or extension thereof to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e)not involving new or additional Investments; (b) Investments held by the Borrower operating deposit accounts with banks and securities accounts with banks and other financial institutions that either qualify as an Excluded Account or such Subsidiary in the form of cash or Cash Equivalentscomply with Section 8.16; (c) Investments in accounts, contract rights and chattel paper (each as defined extensions of credit in the UCC)nature of deposits, accounts receivable, trade debt granted or notes receivable and similar items arising or acquired from the purchase or sale of Inventory goods or services in the ordinary course of business consistent with the past practice of the Borrower and its Subsidiaries; (d) Investments received in settlement of amounts due to the Borrower or any Subsidiary of the Borrower effected prepaid royalties and other credit extensions and advances arising in the ordinary course of business; (d) Permitted Cash Equivalent Investments to the extent held in a Controlled Account; (e) Investments by the (i) any Obligor in any other Obligor, (ii) any Subsidiary that is not an Obligor in any other Subsidiary that is not an Obligor, and (iii) by Borrower in any WhollyIcagen-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned SubsidiaryT; (f) loans Hedging Agreements entered into in by any Obligor or advances to employees of the Borrower or any of its Subsidiaries (or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Subsidiaries) Subsidiary in the ordinary course of business; provided, that business for the purpose of hedging currency risks or interest rate risks (and not for speculative purposes) not to exceed $250,000 in the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 outstanding at any time; (g) Investments constituting Guaranty Obligations permitted by Section 7.01consisting of prepaid expenses, negotiable instruments held for collection or deposit, security deposits with utilities, landlords and other like Persons and deposits in connection with workers’ compensation and similar deposits, in each case made in the ordinary course of business; (h) Investments loans, advances and guarantees to or in connection with a Permitted Acquisitionfavor of employees, officers, directors and consultants in the ordinary course of business which in the aggregate shall not exceed $250,000 outstanding at any time; (i) Investments (i) in Rabbi Trusts connection with a Permitted Acquisition and (ii) in an aggregate amount not to exceed $15,000,000 (plus income and capital growth connection with respect theretoCasualty Events permitted by Section 3.03(b); (j) Investments in the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made any Insolvency Proceedings in compliance with Section 7.04respect of any customers, suppliers or clients or in settlement of delinquent obligations of, and other disputes with, customers, suppliers or clients; (k) Investments made permitted by Sections 9.01, 9.02, 9.03, 9.06 and 9.09; (l) Investments in connection newly created Subsidiaries to the extent such Subsidiary complies with Section 8.12 to the Foreign Subsidiary Reorganizationextent applicable; and (lm) so long as no Default or Event of Default has occurred and is continuing at the time such Investments are made, other Investments in an aggregate principal amount not constituting Acquisitions by the Borrower or any Subsidiary made after the Closing Date; provided that the aggregate outstanding amount of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent $500,000 at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investmentoutstanding.

Investments. The (i) by the Borrower shall not, and shall or any Restricted Subsidiary in any Loan Party; (ii) by any Restricted Subsidiary that is not permit a Loan Party in any other Restricted Subsidiary that is also not a Loan Party; (iii) by the Borrower or any Restricted Subsidiary in any Restricted Subsidiary; provided that the aggregate amount of its Subsidiaries to, directly or indirectly make or maintain any Investment except for the following: (a) such Investments existing on made by Loan Parties after the Closing Date in Restricted Subsidiaries that are not Loan Parties in reliance on this clause (iii), shall not exceed, the greater of (x) $100,000,000 and disclosed on Schedule 7.03, (y) 2.50% of Consolidated Total Assets; (iv) other intercompany liabilities amongst the Borrower and any refinancings the Subsidiary Guarantors incurred in the ordinary course of business that are unsecured and subordinated to the Obligations; (v) other intercompany liabilities amongst Restricted Subsidiaries that are not Subsidiary Guarantors incurred in the ordinary course of business in connection with the cash management operations of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e); Restricted Subsidiaries; and (bvi) Investments by the Borrower or any Subsidiary Guarantor in any Restricted Subsidiary that is not a Subsidiary Guarantor consisting solely of (x) the contribution of Equity Interests of any other Restricted Subsidiary that is not a Subsidiary Guarantor held directly by the Borrower or such Subsidiary Guarantor in the form exchange, Equity Interests (or additional share premium or paid in capital in respect of cash or Cash Equivalents; (cEquity Interests) Investments in accounts, contract rights and chattel paper (each as defined in the UCC), notes receivable and similar items arising or acquired from the sale of Inventory in the ordinary course of business consistent with the past practice of the Borrower and its Subsidiaries; (d) Investments received in settlement of amounts due Restricted Subsidiary to which such contribution is made so long as the Borrower or any Subsidiary Equity Interests of the Borrower effected in transferee Restricted Subsidiary is pledged to secure the ordinary course of business; (e) Investments by the Borrower in any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned Subsidiary; (f) loans or advances to employees of the Borrower or any of its Subsidiaries (or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Subsidiaries) in the ordinary course of businessObligations; provided, that immediately following the aggregate principal amount consummation of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any time; (g) Investments constituting Guaranty Obligations permitted by Section 7.01; (h) Investments in connection with a Permitted Acquisition; (i) Investments in Rabbi Trusts in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto); (j) Investments in the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04; (k) Investments made in connection with the Foreign Subsidiary Reorganization; and (l) other Investments not constituting Acquisitions by the Borrower or any Subsidiary made after the Closing Date; provided that the aggregate outstanding amount of all Investments made Investment pursuant to this the preceding clause (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00x), the Borrower shall deliver to Restricted Subsidiary whose Equity Interests are the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion subject of such Investment repaid to the investor as remains a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investment.Restricted Subsidiary;

Investments. The Borrower shall will not, and shall will not permit any of its Subsidiaries to, make, directly or indirectly make indirectly, or maintain permit to remain outstanding any Investment except for the followingInvestments except: (a) Investments existing outstanding on the Closing Date date hereof and disclosed on identified in Schedule 7.03, and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e)9.05; (b) Investments held by the Borrower or such Subsidiary in the form of cash or Cash Equivalentsoperating deposit accounts with banks; (c) Investments in accounts, contract rights and chattel paper (each as defined extensions of credit in the UCC), nature of accounts receivable or notes receivable and similar items arising or acquired from the sale sales of Inventory in the ordinary course of business consistent with the past practice of the Borrower and its Subsidiaries; (d) Investments received in settlement of amounts due to the Borrower goods or any Subsidiary of the Borrower effected services in the ordinary course of business; (d) Permitted Cash Equivalent Investments; (e) Investments by Borrower and the Subsidiary Guarantors in Borrower’s wholly-owned Subsidiary Guarantors (for greater certainty, Borrower in shall not be permitted to have any Whollydirect or indirect Subsidiaries that are not wholly-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned Subsidiaryowned Subsidiaries); (f) loans or advances Bona fide Hedging Agreements and hedging arrangements entered into in the ordinary course of Borrower’s financial planning solely to employees of the Borrower or any of its Subsidiaries hedge currency risks (or guaranties of loans and advances not for speculative purposes); (g) security deposits with utilities and other like Persons made by a third party to employees of the Borrower or any of its Subsidiaries) in the ordinary course of business; provided; (h) employee loans, that travel advances and guarantees in accordance with Borrower’s usual and customary practices with respect thereto (if permitted by applicable law) which in the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 outstanding at any time; time (g) Investments constituting Guaranty Obligations permitted by Section 7.01; (h) Investments or the Equivalent Amount in connection with a Permitted Acquisitionother currencies); (i) Investments received in Rabbi Trusts connection with any Insolvency Proceedings in an aggregate amount not to exceed $15,000,000 (plus income respect of any customers, suppliers or clients and capital growth with respect thereto)in settlement of delinquent obligations of, and other disputes with, customers, suppliers or clients; (j) Investments in the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04Permitted Indebtedness; (k) Investments made in connection with the Foreign Subsidiary Reorganizationpermitted pursuant to Section 9.03; and (l) other Investments not constituting Acquisitions by the Borrower or any Subsidiary made after the Closing Date; provided that the aggregate outstanding amount in Valeritas Security, unless an Event of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments Default shall have occurred and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investmentcontinuing.

Investments. The Borrower shall notMake any Investment, and shall not permit any of its Subsidiaries to, directly or indirectly make or maintain any Investment except for the followingexcept: (a) (i) Investments in Subsidiaries to the extent existing on the Closing Date (following the consummation of the US Footwear Acquisition), (ii) additional Investments by any Obligor in another Obligor, (iii) additional Investments by Subsidiaries of the Parent that are not Obligors in other Subsidiaries that are not Obligors, (iv) additional Investments by the Obligors in Subsidiaries that are not Obligors and disclosed on Schedule 7.03(v) additional Investments by any Subsidiaries of the Parent that are not Obligors in Obligors, so long as subject to a subordination agreement relating to such Investment in form and any refinancings substance satisfactory to the Agent; provided that (A) the aggregate amount of such Investments to investments in clause (iv) shall not exceed $3,000,000 at any time and (B) no Default or Event of Default exists at the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided time such refinancing complies with the provisions of Section 7.01(e)Investment is made; (b) Investments held by the Borrower or such Subsidiary in the form of cash or and Cash Equivalents; (c) Investments in accounts, contract rights and chattel paper (each as defined in the UCC), notes receivable and similar items arising or acquired from the sale of Inventory in the ordinary course of business consistent with the past practice of the Borrower and its SubsidiariesPermitted Acquisitions; (d) Investments received in settlement of amounts due advances to the Borrower an officer or any Subsidiary of the Borrower effected employee for salary, travel expenses, commissions and similar items in the ordinary course Ordinary Course of businessBusiness; (e) Investments by to the Borrower in any Wholly-Owned Subsidiary extent constituting an Investment, prepaid expenses and Investments extensions of any Wholly-Owned Subsidiary trade credit made in the Borrower or in another Wholly-Owned SubsidiaryOrdinary Course of Business; (f) loans or advances to employees of the Borrower or any of its Subsidiaries (or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Subsidiaries) Deposit Accounts maintained in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any timeaccordance with this Agreement; (g) Investments constituting Guaranty Obligations permitted by Section 7.01(including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the Ordinary Course of Business; (h) Investments deposits made in the Ordinary Course of Business consistent with past practices to secure the performance of leases or in connection with a Permitted Acquisitionbidding on government contracts; (i) Investments in Rabbi Trusts certificates of deposit and bank deposits with financial institutions located in an aggregate amount Puerto Rico and the Dominican Republic, solely to the extent necessary to maintain preferred tax treatment or country of origin status in such locations, not to exceed $15,000,000 (plus income 5,000,000 in the aggregate at any time outstanding for Parent and capital growth with respect thereto)its Subsidiaries on a consolidated basis; (j) Investments in the nature ofSwaps, hedge agreements, derivative agreements and arising directly as a result of, consideration received similar arrangements in connection with an Asset Sale made Debt, in compliance with Section 7.04;all cases for bona fide hedging activities and not for speculative purposes, only to the extent unsecured (other than Bank Products) and not to exceed in the aggregate a notional amount equal to the sum of the Loans, the Revolving Loans and $5,000,000 at any time outstanding for Parent and its Subsidiaries; and (k) additional Investments made (other than Acquisitions), not to exceed in connection with the Foreign Subsidiary Reorganization; and (l) other Investments not constituting Acquisitions by the Borrower or any Subsidiary made after the Closing Date; provided that the aggregate outstanding amount of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent $5,000,000 at any time outstanding, so long as, and to the Leverage Ratio is greater than or equal to 2.00 to 1.00extent that, both immediately before and immediately after giving effect thereto, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such InvestmentPayment Conditions are satisfied.

Investments. The Borrower shall notMake any advance, and shall not permit any loan, extension of its Subsidiaries credit (by way of guaranty or otherwise) or capital contribution to, directly or indirectly purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or make or maintain any Investment except for other investment in, any Person (all of the followingforegoing, “Investments”), except: (a) Investments existing on the Closing Date and disclosed on Schedule 7.03, and any refinancings extensions of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e); (b) Investments held by the Borrower or such Subsidiary in the form of cash or Cash Equivalents; (c) Investments in accounts, contract rights and chattel paper (each as defined in the UCC), notes receivable and similar items arising or acquired from the sale of Inventory in the ordinary course of business consistent with the past practice of the Borrower and its Subsidiaries; (d) Investments received in settlement of amounts due to the Borrower or any Subsidiary of the Borrower effected trade credit in the ordinary course of business; (eb) Investments in Cash Equivalents; (c) Guarantee Obligations permitted by Section 8.2(c); (d) loans and advances to employees of any Group Member of the Borrower in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate amount for all Group Members not to exceed $500,000 at any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary in one time outstanding; (e) the Borrower or in another Wholly-Owned SubsidiaryTransactions; (f) loans or advances to employees Investments in assets useful in the business of the Borrower and its Subsidiaries made by the Borrower or any of its Subsidiaries with the proceeds of any Reinvestment Deferred Amount; (g) intercompany Investments by any Group Member in the Borrower or guaranties of loans any Person that, prior to and advances made after giving effect to such Investment, is a Guarantor; (h) in addition to Investments otherwise expressly permitted by a third party to employees of this Section, Investments by the Borrower or any of its SubsidiariesSubsidiaries in an aggregate amount (valued at cost) not to exceed $7,500,000 during the term of this Agreement; (i) Investments existing on the date hereof as identified on Schedule 8.8(i); (j) Investments made by the Borrower or any of its Subsidiaries for the purpose of consummating Permitted Acquisitions; (k) deposits made in the ordinary course of business to secure the performance of leases not to exceed $1,000,000; (l) Investments received in connection with the bankruptcy or reorganization of suppliers or customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any time; (gm) Investments constituting Guaranty Obligations arising out of the receipt by the Borrower or any of their Subsidiaries of non-cash consideration for any Disposition permitted by Section 7.01; (h) Investments in connection with a Permitted Acquisition; (i) Investments in Rabbi Trusts 8.5 in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto); (j) Investments in the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04; (k) Investments made in connection with the Foreign Subsidiary Reorganization2,500,000 at any time outstanding; and (ln) other Investments not constituting Acquisitions transactions expressly permitted by the Borrower Section 8.2, 8.4, 8.5, 8.6, 8.8 or any Subsidiary made after the Closing Date; provided that the aggregate outstanding amount of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investment8.9(j).

Investments. The No Borrower shall, and no Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly (i) make or maintain permit to exist any Investment except for loans, advances, or capital contributions to, (ii) or make any investment in, or (iii) purchase or commit to purchase the followingEquity Interest of, evidences of indebtedness of or any other interests in, any Person, except: (a) Investments existing on the Closing Date and disclosed on Schedule 7.03, and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e)Liquid Investments; (b) Investments held by the Borrower trade and customer accounts receivable which are for goods furnished or such Subsidiary in the form of cash or Cash Equivalents; (c) Investments in accounts, contract rights and chattel paper (each as defined in the UCC), notes receivable and similar items arising or acquired from the sale of Inventory services rendered in the ordinary course of business consistent and are payable in accordance with customary trade terms; (c) subject to the past practice terms of the Borrower and its SubsidiariesSection 6.15, investments in Hedge Agreements by a Borrower; (d) Investments investments (including debt obligations and capital stock) received in connection with the bankruptcy or reorganization, or in settlement of amounts due delinquent obligations, of, and other disputes with, customers, suppliers and other Persons obligated to the any Borrower or any Subsidiary of the Borrower effected in the ordinary course of businessSubsidiary; (e) Investments by the Borrower in any WhollyOil and Gas Properties and gathering systems or other Property related thereto or related to farm-Owned Subsidiary out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and Investments of any Wholly-Owned Subsidiary customary in the Borrower or in another Wholly-Owned Subsidiaryoil and gas exploration and production business located within the geographic boundaries of the United States of America (including, the federal Outer Continental Shelf); (f) evidences of loans or advances not prohibited by the provisions of Section 6.02; (g) loans or advances to employees and officers of the Borrower or any of its Borrowers and their respective Subsidiaries (or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Subsidiaries) in the ordinary course of business; provided, that business for bona fide business purposes not to exceed $500,000 in the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any time; (g) Investments constituting Guaranty Obligations permitted by Section 7.01one time outstanding; (h) Investments investments by Borrowers in connection their respective Relevant Subsidiaries or Persons that simultaneously with such investment become a Permitted AcquisitionRelevant Subsidiary, not exceeding $500,000 in the aggregate at any one time outstanding; (i) Investments investments reflected in Rabbi Trusts the Financial Statements referred to in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto)Section 5.06 or which are disclosed on Schedule 6.07; (j) Investments in non-cash investments that do not adversely affect the nature ofability of Borrowers to make payment of the Obligations, and arising directly as a result ofwhen due, consideration received in connection or to comply with an Asset Sale made in compliance with Section 7.04;the terms of the Loan Documents; and (k) Investments made other investments not exceeding $500,000 in connection with the Foreign Subsidiary Reorganization; and (l) other Investments not constituting Acquisitions by the Borrower or any Subsidiary made after the Closing Date; provided that the aggregate outstanding amount of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any one time outstanding for the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such InvestmentBorrowers and their respective Relevant Subsidiaries.

Investments. The Borrower shall notNot, and shall not permit any of its Subsidiaries other Loan Party to, directly or indirectly make or maintain permit to exist any Investment in any other Person, except for the following: (a) Investments existing on the Closing Date and disclosed on described in Schedule 7.037.10 and, after the Closing Date, the creation of any Wholly-Owned Subsidiary and any refinancings of such Investments contributions by Borrower to the extent constituting Indebtedness otherwise permitted under capital of any Wholly-Owned Subsidiary of Borrower, so long as the recipient of any such contribution has guaranteed the Obligations and such guaranty is secured by a pledge of all of its equity interests and substantially all of its real and personal property, in each case in accordance with Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e)6.8; (b) Investments held by the Borrower or such Subsidiary in the form of cash or Cash EquivalentsEquivalent Investments; (c) Investments in accounts, contract rights and chattel paper (each as defined in the UCC), notes receivable and similar items arising or acquired from the sale of Inventory in the ordinary course of business consistent with the past practice of the Borrower and its Subsidiaries; (d) Investments received in settlement of amounts due to the Borrower or any Subsidiary of the Borrower effected bank deposits in the ordinary course of business; (ed) Investments any purchase or other acquisition by the Borrower in or any Wholly-Owned Subsidiary and Investments of Borrower of the assets or equity interests of any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned Subsidiaryof Borrower; (e) transactions among Loan Parties permitted by Section 7.4; (f) loans Investments that also constitute Debt, including Hedging Obligations, permitted under Section 7.1; (g) prepaid expenses, negotiable instruments held for collection or advances to employees workers compensation, lease, utility and other similar deposits made in the ordinary course of the Borrower business and notes receivable of, or any prepaid royalties, of its Subsidiaries (or guaranties of loans customers and advances made by a third party to employees of the Borrower or any of its Subsidiaries) other trade credit extended in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any time; (g) Investments constituting Guaranty Obligations permitted by Section 7.01; (h) Investments consisting of the non-cash portion of the consideration received in connection with a Permitted Acquisitionrespect of dispositions permitted hereunder; (i) Investments permitted by Borrower or any Loan Party as a result of the receipt of insurance and/or condemnation or expropriation proceeds in Rabbi Trusts in an aggregate amount not to exceed $15,000,000 (plus income and capital growth accordance with respect thereto)the Loan Documents; (j) Investments extension of trade credit in the nature of, ordinary course of business (including notes receivable or prepaid royalties) to customers and arising directly suppliers who are not Affiliates and Investments (i) received as a result of, consideration of the bankruptcy or reorganization of any Person or taken in settlement of or other resolution of claims or disputes or (ii) in securities of customers and suppliers received in connection with an Asset Sale made the bankruptcy or reorganization of, or settlement of delinquent accounts and bona fide disputes with, customers and suppliers, and, in compliance with Section 7.04each case, extensions, modifications and renewals thereof; (k) Investments made consisting of non-cash loans to employees, officers or directors relating to the purchase of capital stock of Borrower pursuant to employee stock purchase plans or other similar arrangements approved by Borrower’s board of directors; (l) Investments consisting of employee loans and travel advances in connection the ordinary course of business in accordance with past business practices of Loan Parties; (m) Investments consisting of the Foreign Subsidiary Reorganizationnon-exclusive licensing of technology, the development of technology or the providing of technical support to joint ventures and other strategic or collaborative arrangements; and (ln) other Investments that do not constituting Acquisitions by the Borrower or any Subsidiary made after the Closing Date; provided that exceed Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate outstanding amount of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and in any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investmentfiscal year.

Investments. The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly make or maintain any Investment except for the following: (a) Investments existing on the Closing Date and disclosed on Schedule 7.03, and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e); (b) Investments held by the Borrower or such Subsidiary in the form of cash or Cash Equivalents; (c) Investments in accounts, contract rights and chattel paper (each as defined in the UCC), notes receivable and similar items arising or acquired from the sale of Inventory in the ordinary course of business consistent with the past practice of the Borrower and its Subsidiaries; (d) Investments received in settlement of amounts due to the Borrower or any Subsidiary of the Borrower effected in the ordinary course of business; (e) Investments by the Borrower in any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned Subsidiary; (f) loans or advances to employees of the Borrower or any of its Subsidiaries (or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Subsidiaries) in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any time; (g) Investments constituting Guaranty Obligations permitted by Section 7.01; (h) Investments in connection with a Permitted Acquisition; provided, that at any time after the Amendment No. 3 Effective Date and during the Relief Period, no Investments in connection with a Permitted Acquisition shall be permitted; (i) Investments in Rabbi Trusts in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto); (j) Investments in the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04; (k) Investments made in connection with the Foreign Subsidiary Reorganization; and; (l) other Investments not constituting Acquisitions by the Borrower or any Subsidiary made after the Closing Date; provided that the aggregate outstanding amount of all Investments made pursuant to this clause (l) (i) at a time (other than during the Relief Period) when the Senior Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal YearYear and (ii) at any time after the Amendment No. 3 Effective Date and during the Relief Period shall not exceed $0.00; provided further that upon request by the Administrative Agent at any time the Senior Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Senior Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investment.

Investments. The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly make or maintain any Investment except for the following: (a) Investments existing on The assets of the Closing Date and disclosed on Schedule 7.03Partnership, and any refinancings of such Investments to the extent constituting Indebtedness at any time not required for the payment of expenses or otherwise permitted under Section 7.01(b)not necessary for the conduct of the Partnership’s business in accordance with this Agreement, provided shall be invested in such refinancing complies with Investments as shall be approved by the provisions of Section 7.01(e);Investment Committee, used to establish Reserves or invested in Interim Investments. (b) The Partnership shall make Investments held by the Borrower or such Subsidiary in the form of cash or Cash Equivalents; (c) Investments in accounts, contract rights and chattel paper (each as defined in the UCC), notes receivable and similar items arising or acquired from the sale of Inventory in the ordinary course of business consistent with the past practice following (in each case determined as of the Borrower and its Subsidiaries; (d) Investments received in settlement of amounts due to the Borrower or any Subsidiary of the Borrower effected in the ordinary course of business; (e) Investments by the Borrower in any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned Subsidiary; (f) loans or advances to employees of the Borrower or any of its Subsidiaries (or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Subsidiaries) in the ordinary course of business; provided, time that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any time; (g) Investments constituting Guaranty Obligations permitted by Section 7.01; (h) Investments in connection with a Permitted Acquisition;Partnership commits to make an Investment): (i) Investments Not more than twenty percent (20%) of the aggregate Capital Commitments may be invested in Rabbi Trusts any single Investment unless (A) the Advisory Committee has approved the Partnership’s deviation from such restriction, or (B) prior to or contemporaneously with making such Investment, the Partnership has secured written commitments from one or more parties to finance and/or acquire syndicated interests in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto); (j) Investments in such Investment such that, following such financing or syndication, the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made Partnership would be in compliance with Section 7.04;the above concentration limitation. (kii) Investments made Not more than twenty percent (20%) of the aggregate Capital Commitments may be invested in connection with the Foreign Subsidiary Reorganization; andmulti-family residential properties. (liii) other Investments not constituting Acquisitions by Not more than ten percent (10%) of the Borrower or any Subsidiary made after the Closing Dateaggregate Capital Commitments may be invested in unentitled land held for development; provided that the Partnership shall not invest in any unentitled land unless such unentitled land is acquired for impending development. (iv) The Partnership shall use reasonable efforts to ensure that most of the properties underlying the Investments have a LEED certification with the intent to obtain a “silver level” LEED certification and an Energy Star label or the substantial equivalent and; provided, further that the Partnership shall use reasonable efforts to achieve a higher LEED level to the extent consistent with the investment objectives and strategy of the Partnership to acquire a “silver level” LEED certification and an Energy Star label or the substantial equivalent, and the Partnership shall use reasonable efforts to achieve a higher LEED level to the extent consistent with the investment objectives and strategy of the Partnership. For the avoidance of doubt, the Partnership may acquire Investments in which the underlying properties do not have, or intend to have, a “silver level” LEED certification or an Energy Star label; provided that the General Partner, in its sole discretion, determines that such Investments are consistent with the investment objectives and strategy of the Partnership; provided further that the General Partner shall promptly disclose to the Limited Partners any Investments acquired by the Partnership that do not have a “silver level” LEED certification or Energy Star label. (v) The Partnership may not make any Investments: (A) prior to the start of the Investment Period; (B) during any suspension of the Investment Period pursuant to Section 6.1(d) hereof; or (C) following the Investment Period, other than the funding of Investments that were existing or subject to a binding commitment as of the end of the Investment Period. (vi) The Partnership and any Vehicle may incur Indebtedness as deemed appropriate by the General Partner, provided that neither the Partnership nor any Vehicle may incur any Indebtedness if, as a result of incurring such Indebtedness, that aggregate outstanding amount of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred by the Partnership would exceed seventy-five (75%) of the aggregate value of the Partnership’s Investments as determined by the General Partner at the time that the Partnership or any such Vehicle incurs such Indebtedness (the “Debt Limit”), provided, however, that, with the approval of the Advisory Committee, the Partnership may exceed the Debt Limit if the General Partner cures such non-compliance in connection therewitha manner that it deems to be in the best interests of the Partnership within twelve (12) was greater than or equal to 2.00 to 1.00 months after the date that the Partnership exceeded such Debt Limit, and provided, further, that Subscription Line Indebtedness shall not exceed 10% be included in calculating the Debt Limit to the extent that any outstanding Subscription Line Indebtedness is repaid within ninety (90) days of any such obligation. In the consolidated total assets case of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request a Partnership asset which is not wholly-owned by the Administrative Agent at any time Partnership, including where one or more joint venture partners own an interest in such asset, only the Leverage Ratio is greater than or equal to 2.00 to 1.00Partnership’s proportionate interest in such asset shall be considered for purposes of calculating the Partnership’s compliance with the Debt Limit. For the purpose of calculating the Partnership’s compliance with the Debt Limit, “Indebtedness” shall mean the Borrower shall deliver aggregate outstanding principal balance of all loans made to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of Partnership or any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such InvestmentVehicle.

Investments. The Neither the Borrower nor the Restricted Subsidiaries shall not, and shall not permit any of its Subsidiaries to, directly or indirectly indirectly, make or maintain hold any Investment except for the followingInvestments, except: (a) Investments existing on by the Closing Date and disclosed on Schedule 7.03, and Borrower or any refinancings of its Restricted Subsidiaries in assets that were Cash Equivalents when such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e)Investment was made; (b) Investments held by loans or advances to officers, directors and employees of any Loan Party (or any direct or indirect parent thereof) or any of its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of Holdings or any direct or indirect parent thereof (provided that the amount of such loans and advances shall be contributed to the Borrower or such Subsidiary in cash as common equity) and (iii) for any other purposes not described in the form of cash or Cash Equivalentsforegoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under clause (iii) above shall not exceed $15,000,000; (c) Investments in accounts, contract rights and chattel paper (each as defined in the UCC), notes receivable and similar items arising or acquired from the sale of Inventory in the ordinary course of business consistent with the past practice of i) by the Borrower or any Restricted Subsidiary in any Loan Party and its Subsidiaries(ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party; (d) Investments (i) consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and (ii) received in settlement of amounts due satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to the Borrower or any Subsidiary of the Borrower effected suppliers in the ordinary course of business; (e) Investments consisting of (x) transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d)), 7.04 (other than 7.04(d) and (e)) and 7.05 (other than 7.05(e)), (y) Restricted Payments permitted by Section 7.06 and (z) repayments or other acquisitions of Indebtedness of the Company or a Subsidiary Guarantor not prohibited by Section 7.13; (f) Investments (i) existing or contemplated on the Closing Date and set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) existing on the Closing Date by the Borrower in or any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Restricted Subsidiary in the Borrower or in another Wholly-Owned Subsidiary; any other Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of any original Investment under this clause (f) loans or advances to employees is not increased except by the terms of such Investment as of the Borrower Closing Date or any of its Subsidiaries (or guaranties of loans and advances made as otherwise permitted by a third party to employees of the Borrower or any of its Subsidiaries) in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any timeSection 7.02; (g) Investments constituting Guaranty Obligations in Swap Contracts permitted by under Section 7.017.03; (h) Investments promissory notes and other non-cash consideration received in connection with a Permitted AcquisitionDispositions permitted by Section 7.05; (i) Investments in Rabbi Trusts in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto); (j) Investments in any acquisition of all or substantially all the nature assets of, and arising directly or all the Equity Interests (other than directors’ qualifying shares or any options for Equity Interests that cannot, as a result ofmatter of law, consideration received in connection with an Asset Sale be cancelled, redeemed or otherwise extinguished without the express agreement of the holder thereof at or prior to acquisition) in, a Person or division or line of business of a Person (or any subsequent investment made in compliance with Section 7.04; a Person, division or line of business previously acquired in a Permitted Acquisition), in a single transaction or series of related transactions, if immediately after giving effect thereto: (ki) Investments made no Event of Default shall have occurred and be continuing or would result therefrom (other than in connection with the Foreign Subsidiary Reorganization; and (l) other Investments not constituting Acquisitions by the Borrower or respect of any Subsidiary made after the Closing Date; provided that the aggregate outstanding amount of all Investments Permitted Acquisition made pursuant to this clause (l) a legally binding commitment entered into at a time when no Default exists or would result therefrom); (ii) the Leverage Ratio (Borrower and the Restricted Subsidiaries shall be in Pro Forma Compliance with the covenants set forth in Section 7.11 after giving pro forma effect to such Investments acquisition or investment and any Indebtedness incurred in connection therewithrelated transactions; (iii) was greater than any acquired or equal to 2.00 to 1.00 newly formed Restricted Subsidiary shall not exceed 10% of be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; (iv) to the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request extent required by the Administrative Agent at Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any time such newly created or acquired Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary (it being understood that the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent acquisition of an Unrestricted Subsidiary as part of a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment Permitted Acquisition shall be the original cost deemed to be an Investment made in reliance on a provision of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investment.this

Investments. The Borrower shall not, and shall not permit any of its Subsidiaries to, directly Make or indirectly make or maintain own any Investment except for the followingin any Person, including any Joint Venture, except: (a) Investments existing on the Closing Date in cash and disclosed on Schedule 7.03, Cash Equivalents and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e)that were Cash Equivalents when made; (b) Investments held by owned as of the Borrower or such Closing Date in any Restricted Subsidiary and Investments made after the Closing Date in the form of cash or Cash Equivalentsany Loan Party; (c) Investments in accountsdeposits, contract rights and chattel paper (each as defined prepayments, advances in the UCC), notes receivable form of a prepayment of expenses and similar items arising or acquired from the sale of Inventory other credits to suppliers made in the ordinary course of business consistent with the past practice practices of the Borrower and its SubsidiariesGroup; (d) Investments received in settlement of amounts due to the Borrower or any Subsidiary extent that payment for such Investments is made with Equity Interests of the Borrower effected U.S. Borrower; (e) Investments that are acquired by any Group Member as a result of a Permitted Acquisition; provided that such Investments existed at the time of the Permitted Acquisition and were not made in contemplation thereof; (f) Consolidated Capital Expenditures with respect to the Loan Parties permitted by Section 6.07(c); (g) loans and advances to employees, consultants or directors (managing or otherwise) of the Group made in the ordinary course of business in an aggregate principal amount at any one time outstanding not to exceed $15,000,000; (h) Permitted Acquisitions permitted pursuant to Section 6.08; (i) Investments in existence on, or pursuant to legally binding written commitments in existence on, the Closing Date as described in Schedule 6.06 and, in each case, any extensions, modifications or renewals thereof so long as the amount of any Investment made pursuant to this clause (i) is not increased at any time above the amount of such Investment existing or committed, as applicable, on the Closing Date; (j) Currency Agreements, Interest Rate Agreements and Treasury Transactions which constitute Investments; (k) accounts, chattel paper and notes receivable arising from the sale or lease of goods or the performance of services in the ordinary course of business; (el) Investments by the Borrower in any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary received in the Borrower ordinary course of business by any Group Member in connection with the bankruptcy or reorganization of suppliers and customers and in another Wholly-Owned Subsidiary; (f) loans or advances to employees settlement of the Borrower or any of its Subsidiaries (or guaranties of loans delinquent obligations of, and advances made by a third party to employees of the Borrower or any of its Subsidiaries) other disputes with, suppliers and customers arising in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any time; (gm) so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, other Investments constituting Guaranty Obligations permitted by Section 7.01; (h) Investments in connection with a Permitted Acquisition; (i) Investments in Rabbi Trusts in an aggregate amount not to exceed at any one time outstanding (i) $15,000,000 135,000,000 (or, if the Incurrence Test is satisfied on a pro forma basis, 2.25% of Consolidated Total Assets, if greater), plus income (ii) to the extent not included in the Available Amount, 100.0% of the aggregate cash dividends and capital growth distributions received by any Group Member from such Investments, plus (iii) if the Incurrence Test is satisfied on a pro forma basis, an amount equal to the Available Amount at such time; (n) Investments in the China JV in an aggregate amount not to exceed at any one time outstanding (i) $50,000,000, plus, (ii) to the extent not included in the Available Amount, 100.0% of the aggregate cash dividends and distributions received by any Group Member from the China JV; (o) Investments arising out of the receipt by any Group Member of noncash consideration for the sale of assets permitted under Section 6.08; (p) guaranties by any Group Member of operating leases (other than obligations with respect theretoto Capital Leases) or of other obligations, that do not constitute Indebtedness, in each case entered into by the applicable Group Member in the ordinary course of business; (q) guaranties permitted under Section 6.01 (except to the extent such guaranty is expressly subject to Section 6.06); (j) Investments in the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04; (kr) Investments made in connection with pursuant to the Foreign Subsidiary ReorganizationCKI Trust Agreement; and (ls) other Investments not constituting Acquisitions by the Borrower or any Subsidiary made after the Closing Date; provided that the aggregate outstanding amount of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% consisting of the consolidated total assets of the Borrower and its Subsidiariesredemption, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than purchase, repurchase or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount retirement of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such InvestmentEquity Interests permitted under Section 6.04.

Investments. The Borrower Each of Holdings and Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly indirectly, make or maintain own any Investment except for the followingin any Person, including without limitation any Joint Venture, except: (a) Investments existing on the Closing Date in Cash and disclosed on Schedule 7.03, and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e)Cash Equivalents; (b) Investments held by the Borrower or such Subsidiary Holdings in the form of cash or Cash EquivalentsCompany; (c) Investments made by Company or any of its Subsidiaries in accounts, contract rights and chattel paper (each as defined in the UCC), notes receivable and similar items arising or acquired from the sale Subsidiary Guarantors which are wholly-owned Subsidiaries of Inventory in the ordinary course of business consistent with the past practice of the Borrower and its SubsidiariesCompany; (d) Investments received by Company or any of its Subsidiaries in connection with the bankruptcy or reorganization of, or settlement of amounts due to the Borrower delinquent accounts and disputes with, customers or any Subsidiary suppliers of the Borrower effected such Person, in each case in the ordinary course of business; (e) Investments by the Borrower in any Wholly-Owned Subsidiary accounts receivable arising, and Investments of any Wholly-Owned Subsidiary trade credit granted, in the Borrower or in another Wholly-Owned Subsidiary; (f) loans or advances to employees ordinary course of the Borrower business of Company and its Subsidiaries, and any Securities received by Company or any of its Subsidiaries (in satisfaction or guaranties of loans partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss, and advances any prepayments and other credits to suppliers made by a third party to employees of the Borrower or any of its Subsidiaries) in the ordinary course of business; provided, that ; (f) intercompany loans to the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any timeextent permitted under Section 6.1(b); (g) Investments constituting Guaranty Obligations Consolidated Capital Expenditures by Company or any of its Subsidiaries permitted by Section 7.016.8(b); (h) Investments loans and advances by Company or any of its Subsidiaries to employees of Company and its Subsidiaries made in connection with a Permitted Acquisitionthe ordinary course of business in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (i) Investments by Company or any of its Subsidiaries made in Rabbi Trusts connection with Permitted Acquisitions permitted pursuant to Section 6.9(d); (j) Investments by Company or any of its Subsidiaries constituting non-Cash consideration received by Company and its Subsidiaries in connection with permitted Asset Sales pursuant to subsection 6.9(c); (k) Company and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule 6.7; (l) other Investments by Company or any of its Subsidiaries in an aggregate amount not to exceed at any time outstanding $15,000,000 10,000,000 (plus income and capital growth with respect theretominus any Restricted Payments made pursuant to Section 6.5(f); (j) Investments in the nature of), and arising directly as a if no Liquidity Event or Default or Event of Default has occurred or is continuing or would result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04; (k) Investments made in connection with the Foreign Subsidiary Reorganizationtherefrom; and (lm) other additional Investments not constituting Acquisitions by the Borrower Company or any Subsidiary made after of its Subsidiaries in an aggregate amount not to exceed the Closing Date; provided that the aggregate outstanding amount Restricted Payment Amount so long as (i) no Liquidity Event or Default or Event of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (Default has occurred or is continuing or shall be caused thereby after giving pro forma effect to such Investments Investment and any Indebtedness incurred in connection therewith(ii) was greater than or equal after giving effect to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus Company and its Subsidiaries shall have satisfied the amount Investment Conditions. Notwithstanding the foregoing, in no event shall any Credit Party make any Investment which results in or facilitates in any manner any Restricted Payment not otherwise permitted under the terms of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such InvestmentSection 6.5.

Investments. The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly make or maintain any Investment except for the following: (a) Investments existing on the Closing Date and disclosed on Schedule 7.03, and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e); (b) Investments held by the Borrower or such Subsidiary in the form of cash or Cash Equivalents; (c) Investments in accounts, contract rights and chattel paper (each as defined in the UCC), notes receivable and similar items arising or acquired from the sale of Inventory in the ordinary course of business consistent with the past practice of the Borrower and its Subsidiaries; (d) Investments received in settlement of amounts due to the Borrower or any Subsidiary of the Borrower effected in the ordinary course of business; (e) Investments by (i) the Borrower in any Wholly-Owned Subsidiary and Investments of Guarantor or by any Wholly-Owned Subsidiary Guarantor in the Borrower or another Guarantor, (ii) a Subsidiary of the Borrower that is not a Guarantor in another Whollythe Borrower or any of its Subsidiaries, or (iii) the Borrower or any Subsidiary of the Borrower in (A) Joint Ventures; (B) Subsidiaries that are not Guarantors; or (C) or an Affiliate of the Borrower that is neither a Guarantor nor a Joint Venture; provided that, the aggregate outstanding amount of all such Investments pursuant to this clause (iii) (including Letters of Credit and other credit support obligations from the Borrower or its Subsidiaries, and including obligations to make Investments of equity in Joint Ventures or Subsidiaries in connection with the terms of Non-Owned SubsidiaryRecourse Indebtedness) shall not exceed $200,000,000 at any time; (f) loans or advances to employees of the Borrower or any of its Subsidiaries (or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Subsidiaries) in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any time; (g) Investments constituting Guaranty Obligations permitted by Section 7.01; (h) Investments in connection with a Permitted Acquisition; (i) Investments in Rabbi Trusts that certain joint venture between Thermax Ltd., an entity organized under the laws of India, and BWPGG or any of its Subsidiaries for the design, manufacture and supply of equipment, including supercritical boilers, to the Indian energy and power sector in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto);150,000,000 at any time outstanding; and (j) Investments in the nature ofnot otherwise permitted hereby; provided, and arising directly as a result ofhowever, consideration received in connection with an Asset Sale made in compliance with Section 7.04; (k) Investments made in connection with the Foreign Subsidiary Reorganization; and (l) other Investments not constituting Acquisitions by the Borrower or any Subsidiary made after the Closing Date; provided that the aggregate outstanding amount of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent $25,000,000 at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00time. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investment.

Investments. The Borrower shall notMake or hold, and shall not or permit any of its Subsidiaries to, directly or indirectly to make or maintain hold, any Investment except for the followingother than: (ai) Investments existing by the Loan Parties and their Subsidiaries in their Subsidiaries outstanding on the Closing Date date hereof and disclosed on Schedule 7.03additional Investments in wholly-owned Subsidiaries and, in the case of the Loan Parties (other than the Parent Guarantor) and their Subsidiaries (and Joint Ventures in which such Loan Parties and Subsidiaries hold any refinancings of such direct or indirect interest), Investments in Assets (including by asset or Equity Interest acquisitions or investments in Joint Ventures), in each case subject, where applicable, to the extent constituting Indebtedness otherwise permitted under limitations set forth in Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e5.02(f)(iv); (bii) Investments held by the Borrower or such Subsidiary in the form of cash or Cash Equivalents; (ciii) Investments consisting of intercompany Indebtedness permitted under Section 5.02(b)(ii); (iv) Investments consisting of the following items so long as (y) the aggregate amount outstanding, without duplication, of all Investments described in this subsection does not exceed, at any time, 25% of Total Asset Value at such time, and (z) the aggregate amount of each of the following items of Investments does not exceed at any time the specified percentage of Total Asset Value set forth below: (A) Investments in accountsunimproved land and Development Assets (including such assets that such Person has contracted to purchase for development with or without options to terminate the purchase agreement), contract rights so long as the aggregate amount of such Investments, calculated on the basis of the greater of actual cost or budgeted cost, does not at any time exceed 20% of Total Asset Value at such time, and (B) Investments in Joint Ventures of any Loan Party so long as the aggregate amount of such Investments outstanding does not at any time exceed 25% of Total Asset Value at such time; (v) Investments outstanding on the date hereof in Subsidiaries that are not wholly-owned by any Loan Party; (vi) Investments by the Borrower in Hedge Agreements permitted under Section 5.02(b)(iii)(D); (vii) To the extent permitted by applicable law, loans or other extensions of credit to officers, directors and chattel paper (each as defined employees of any Loan Party or any Subsidiary of any Loan Party in the UCC)ordinary course of business, for travel, entertainment, relocation and analogous ordinary business purposes, which Investments shall not exceed at any time $1,000,000 in the aggregate for all Loan Parties; (viii) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable and similar items arising or acquired from the sale grant of Inventory trade credit extended in the ordinary course of business consistent with the past practice of the Borrower and its Subsidiaries;in an aggregate amount for all Loan Parties not to exceed at any time $5,000,000; and (dix) Investments received in settlement of amounts due satisfaction or partial satisfaction thereof from financially troubled account debtors to the Borrower extent reasonably necessary in order to prevent or any Subsidiary of the Borrower effected in the ordinary course of business; (e) Investments by the Borrower in any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned Subsidiary; (f) loans or advances to employees of the Borrower or any of its Subsidiaries (or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Subsidiaries) in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any time; (g) Investments constituting Guaranty Obligations permitted by Section 7.01; (h) Investments in connection with a Permitted Acquisition; (i) Investments in Rabbi Trusts in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto); (j) Investments in the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04; (k) Investments made in connection with the Foreign Subsidiary Reorganization; and (l) other Investments not constituting Acquisitions by the Borrower or any Subsidiary made after the Closing Date; provided that the aggregate outstanding amount of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investmentlimit loss.

Investments. The Borrower shall notMake any Investments, and shall not permit any of its Subsidiaries to, directly or indirectly make or maintain any Investment except for the followingexcept: (a) Investments existing on the Closing Date and disclosed on Schedule 7.03, and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e); (b) Investments held by the Borrower or such Subsidiary in the form of cash equivalents; (b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed, when taken together with all such advances made by Holdco or Cash Equivalentsany Subsidiary of Holdco pursuant to Section 7.02(b) of the Holdco Credit Agreement, $4,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (c) Investments of the Borrower in accounts, contract rights and chattel paper (each as defined Holdco or in the UCC), notes receivable and similar items arising or acquired from the sale of Inventory in the ordinary course of business consistent with the past practice any wholly-owned Subsidiary of the Borrower and its SubsidiariesInvestments of any wholly-owned Subsidiary in the Borrower or in another wholly-owned Subsidiary; (d) Investments existing on the date hereof (other than those referred to in Section 7.02(c)) and set forth on Schedule 7.02; (e) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in settlement satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (f) Guarantees permitted by Section 7.03; (g) the purchase or other acquisition of amounts due to all of the Equity Interests in, or all or substantially all of the property of, any Person that, upon the consummation thereof, will be wholly-owned directly by the Borrower or one or more of its wholly-owned Subsidiaries (including as a result of a merger or consolidation); provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.02(g): (i) the board of directors (or other comparable governing body) of such Person shall have duly approved such purchase or other acquisition; and (ii) immediately before and immediately after giving pro forma effect to any Subsidiary such purchase or other acquisition, no Event of the Borrower effected Default shall have occurred and be continuing under Section 7.10(a) or clause (a), (f) or (g) of Section 8.01; (h) Investments arising in connection with Swap Contracts; (i) Investments in respect of prepaid taxes and other expenses, negotiable instruments held for collection or lease, workers’ compensation, performance and other similar deposits provided to third parties in the ordinary course of business; (e) Investments by the Borrower in any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned Subsidiary; (f) loans or advances to employees of the Borrower or any of its Subsidiaries (or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Subsidiaries) in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any time; (gj) Investments constituting Guaranty Obligations permitted by Section 7.01; (h) Investments in connection with a Permitted Acquisition; (i) Investments in Rabbi Trusts in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto); (j) Investments in the nature of, and arising directly as a result of, non-cash consideration received in connection with an Asset Sale made in compliance with Section 7.04; (k) Investments made in connection with the Foreign Subsidiary Reorganization; and (l) other Investments not constituting Acquisitions by the Borrower or any Subsidiary made after the Closing Datein connection with Dispositions permitted hereby; provided that the aggregate outstanding amount and (k) other Investments, so long as no Event of all Investments made pursuant to this Default exists under Section 7.10(a) or clause (la), (f) at a time when the Leverage Ratio or (g) of Section 8.01, before or after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investment.

Investments. The Borrower shall notMake, and shall not hold or acquire, or permit any Subsidiary of its Subsidiaries tothe Parent Borrower to so make, directly hold or indirectly make or maintain acquire, any Investment except for the followingin any Person, except: (a) Investments existing existing, or applicable to committed obligations, or anticipated to exist in the future, on the Closing Effective Date and disclosed on set forth in Schedule 7.036.06, and any refinancings extensions, renewals, replacements or reinvestments of Investments permitted by this clause (a), so long as the aggregate amount of all Investments pursuant to this clause (a) is not increased at any time above the amount of such Investments Investment existing or committed as of the Effective Date (other than pursuant to an increase as required by the extent constituting Indebtedness terms of any such Investment as in existence as of the Effective Date, or as otherwise permitted under by this Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e6.06); (b) equity Investments held by the Parent Borrower or such Subsidiary and its Subsidiaries in the form of cash or Cash Equivalentstheir respective Subsidiaries; (c) Investments in accountsloans and advances to officers, contract rights and chattel paper directors, employees or consultants of the Parent Borrower or any Subsidiaries (each as defined in the UCC), notes receivable and similar items arising or acquired from the sale of Inventory i) in the ordinary course of business consistent in an aggregate outstanding amount not to exceed $5,000,000, (ii) in respect of payroll payments and expenses in the ordinary course of business or (iii) in connection with the past practice any such Person’s purchase of Equity Interests of the Parent Borrower and its Subsidiariesin an aggregate outstanding amount not exceeding, together with outstanding Debt permitted by Section 6.02(s), $15,000,000; (d) Investments received deposits required by government agencies or public utilities; (e) accounts receivable, security deposits and prepayments, trade credit and bank acceptance drafts and similar instruments delivered by customers, in settlement of amounts due to the Borrower or any Subsidiary of the Borrower effected each case, in the ordinary course of business; (ef) Investments by the Parent Borrower and its Subsidiaries in any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned SubsidiaryCash Equivalents; (fg) loans or advances Investments in Hedge Agreements not prohibited by Section 6.09; (h) intercompany Investments by the Parent Borrower and its Subsidiaries to employees any Subsidiary of the Parent Borrower or the Parent Borrower; provided that not more than an aggregate amount of $50,000,000 of Investments may be made and remain outstanding, at any time, by Domestic Loan Parties to Subsidiaries which are not Domestic Loan Parties; (i) Investments (i) in accounts receivable in the ordinary course of business and (ii) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business to the extent that the Parent Borrower or relevant Subsidiary was a creditor of such customer or supplier at the time of filing of such bankruptcy, reorganization or at the time such obligation became delinquent or such dispute arose, as the case may be; (j) Investments arising out of the receipt of non-cash consideration for the Disposition of any property or assets permitted under Section 6.05; (k) Investments by the Parent Borrower and its Subsidiaries (or guaranties of loans and advances made by a third party to employees consisting of the purchase or other acquisition of all of the Equity Interests of another Person or the assets comprising a division or business unit or a substantial part or all of the business of another Person; provided that (i) the aggregate consideration in cash, Cash Equivalents and/or promissory notes for such purchases or other acquisitions (excluding any common stock of the Parent Borrower and cash received substantially simultaneously with such purchase or other acquisition from the issuance of common stock of the Parent Borrower) may not exceed, at the time of the making thereof, the greater of (A) $115,000,000 and (B) 15% of the Consolidated Net Tangible Assets and (ii) in the case of a purchase or acquisition of the Equity Interests of another Person, such purchase or acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, the Parent Borrower or any of its Subsidiaries; (l) other Investments by the Parent Borrower and its Subsidiaries consisting of the purchase or other acquisition of all of the Equity Interests of another Person or the assets comprising a division or business unit or a substantial part or all of the business of another Person; provided that (i) immediately before and immediately after giving pro forma effect to any such purchase or other acquisition, no Default shall have occurred and be continuing, (ii) the aggregate consideration in cash, Cash Equivalents and/or promissory notes for such purchases or other acquisitions (excluding any common stock of the Parent Borrower and cash received substantially simultaneously with such purchase or other acquisition from the issuance of common stock of the Parent Borrower) may not exceed an unlimited amount if, immediately after giving effect to such purchase or other acquisition, the Parent Borrower shall be in pro forma compliance with Section 6.11, such compliance to be determined on the basis of the financial information most recently delivered (or required to have been delivered) to the Administrative Agent and the Lenders as though such Investment had been consummated as of the first day of the fiscal period covered thereby, (iii) in the ordinary course case of businessa purchase or acquisition of the Equity Interests of another Person, such purchase or acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, the Parent Borrower or any Subsidiary and (iv) immediately before and immediately after giving pro forma effect to any such purchase or other acquisition, the Loan Parties are in compliance with Section 6.03; providedprovided further that, that if such acquisition is a Limited Condition Transaction, the aggregate principal amount conditions in clauses (i) and (ii) above may be satisfied as of all the date of the entering into of the definitive agreement for such loans Limited Condition Transaction so long as no Specified Default shall have occurred and advances and guaranties of loans and advances shall not exceed $1,000,000 be continuing at any timethe time of, or would result from, the consummation thereof; (gm) Investments constituting Guaranty Obligations permitted by Section 7.01; (h) Investments the Parent Borrower and its Subsidiaries in connection with a Permitted Acquisition; (i) Investments in Rabbi Trusts joint venture entities that are not Subsidiaries in an aggregate amount not to exceed $15,000,000 50,000,000 (plus income in each case, net of cash repayments of principal in the case of Investments consisting of loans, sale proceeds in the case of Investments consisting of debt instruments and capital growth with respect theretocash equity returns (whether as a distribution, dividend, redemption or sale) in the case of Investments consisting of equity investments); (jn) Investments resulting from pledges and deposits permitted under Section 6.01 (other than Section 6.01(r)); (o) transactions permitted by Section 6.02 (other than Section 6.02(b) or (h)), including the issuance by the Parent Borrower and/or any of its Subsidiaries of any permitted Guarantees; (p) (i) Guarantees by the Parent Borrower or any of its Subsidiaries of operating leases or of other obligations that do not constitute Debt, in each case entered into by the Parent Borrower or any of its Subsidiaries in the ordinary course of business and (ii) Guarantees by the Parent Borrower or any of its Subsidiaries of the lease obligations of suppliers, customers, franchisees and licensees of the Parent Borrower or any of its Subsidiaries, in each case, entered into in the ordinary course of business; (q) the Parent Borrower’s entry into (including payments of premiums in connection therewith), and the performance of obligations under, any Permitted Bond Hedge Transactions and Permitted Warrant Transactions in accordance with their terms; (r) Investments in connection with any Receivables Facility permitted under Section 6.02, the contribution, sale or other transfer of Receivables Assets, cash or Cash Equivalents made in connection with a Receivables Facility permitted under Section 6.02 or repurchases in connection with the foregoing (including the contribution or lending of cash and/or Cash Equivalents to Subsidiaries to finance the purchase of Receivables Assets from the Parent Borrower or any Subsidiary or to otherwise fund required reserves, the contribution of replacement or substitute assets to a Receivables Subsidiary and Investments of funds held in accounts permitted or required by the arrangements governing such Receivables Facility or any related Debt); (s) Investments of a Subsidiary acquired after the Effective Date or of a Person merged into the Parent Borrower or merged into or consolidated with any Subsidiaries after the Effective Date, in each case, (i) to the extent such acquisition, merger, or consolidation is permitted under this Section 6.06 and Section 6.04 (other than Section 6.04(d)) and (ii) 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; (t) acquisitions by the Parent Borrower or any of its Subsidiaries of obligations of one or more directors, officers, employees or consultants of the Parent Borrower or any of its Subsidiaries in connection with such director’s, officer’s, employee’s or consultant’s acquisition of Equity Interests of the Parent Borrower or any Subsidiary, so long as no cash is actually advanced by the Parent Borrower or any of its Subsidiaries to such directors, officers, employees or consultants in connection with the acquisition of any such obligations; (u) Investments to the extent that payment for such Investments is made with the Parent Borrower’s common Equity Interests; (v) Investments in the nature of, ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and arising directly as a result of, consideration received in connection UCC Article 4 customary trade arrangements with an Asset Sale made in compliance with Section 7.04customers; (kw) Investments made any Investment acquired by virtue of any Bail-in connection Action with the Foreign Subsidiary Reorganization; andrespect to any Lender; (lx) other additional Investments not constituting Acquisitions by otherwise permitted under this Section 6.06 subject to pro forma compliance at the Borrower or any Subsidiary made after time such Investments are made, with Section 6.11 as of the Closing Datemost recent Measurement Period; provided that the aggregate outstanding amount of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (that, immediately before and immediately after giving pro forma effect to any such Investments Investments, no Default or Event of Default shall have occurred and be continuing; and (y) any Indebtedness incurred Investment in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% respect of the consolidated total assets of Spin-Off Transactions to the Borrower and its Subsidiaries, as determined extent (i) described in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request Registration Statement or (ii) otherwise disclosed in writing by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Parent Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when and the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid Lenders prior to the investor as a dividend, repayment of loan Effective Date and (x) filed by the Parent Borrower with the SEC and/or (y) obtained by the Company or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such InvestmentParent Borrower from the IRS.

Investments. The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly make or maintain any Investment except for the following: (ai) Investments existing on the Closing Date and disclosed on Schedule 7.03, and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e); (b) Investments held by the Borrower or such Subsidiary in the form of cash or and Cash Equivalents;, (cii) made 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 each case consistent with past practices, (iii) Investments (including debt obligations and Equity Interests) received in accountsconnection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, contract rights or other disputes with, customers and chattel paper (each as defined suppliers arising in the UCC)ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment, notes receivable in each case only to the extent reasonably necessary in order to prevent or limit loss, (iv) in any Special Entity, so long as in each case such Investments are (A) made in the ordinary course of business to fund operating expenses (including, without limitation, purchases of inventory in the ordinary course of business and similar items arising or acquired from the sale of Inventory capital expenditures incurred in the ordinary course of business consistent with past practices but only to the extent they are Ordinary Capital Expenditures) of such Special Entity, (B) consistent with past practice practices of the Borrower, its Subsidiaries and such Special Entities and (C) either (I) not in excess of $25,000,000 in the aggregate at any time outstanding or (II) otherwise made pursuant to agreements, documents or other instruments pursuant to which the Borrower or such Subsidiary shall have a commitment to fund and its Subsidiariesin respect of which the Borrower shall, upon the request of the Administrative Agent, use commercially reasonable efforts to cause the Administrative Agent, for the benefit of itself and the other Lenders, to have a perfected first Lien within thirty (30) days (or such longer time period as the Administrative Agent may agree) following the date of any such Investment under this subclause (II) (and subject to an agreement among the Administrative Agent on behalf of the Lenders on the one hand, and the administrative agent on behalf of the lenders under the Parent Credit Agreement, the Parent Term Loan Facility or the Revolving Loan Facility, as applicable, on the other hand, regarding such Liens), but in no event shall the aggregate amount of all Investments made under this subclause (II) exceed $50,000,000; (dv) Investments received consisting of extensions of credit in settlement the nature of amounts due to accounts receivable or notes receivable arising from the Borrower or any Subsidiary grant of the Borrower effected trade credit in the ordinary course of business; (e) Investments by the Borrower in any Wholly-Owned Subsidiary business and Investments of any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned Subsidiary; (f) loans or advances to employees of the Borrower or any of its Subsidiaries (or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Subsidiaries) in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any time; (g) Investments constituting Guaranty Obligations permitted by Section 7.01; (h) Investments in connection consistent with a Permitted Acquisition; (i) Investments in Rabbi Trusts in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto); (j) Investments in the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04; (k) Investments made in connection with the Foreign Subsidiary Reorganizationpast practices; and (lvi) other Investments not constituting Acquisitions by the Borrower or any Subsidiary made after the Closing Date; provided that the aggregate outstanding amount of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments CoBank Equities and any Indebtedness incurred in connection therewith) was greater than other stock or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in valuesecurities of, or write-upsInvestments in, write-downs CoBank or write-offs with respect to such Investment investment services or interest earned on such Investment.programs;

Investments. The Borrower Each of Holdings and Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly indirectly, make or maintain own any Investment except for the followingin any Person, including without limitation any Joint Venture, except: (a) Investments existing on the Closing Date in Cash and disclosed on Schedule 7.03, and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e)Cash Equivalents; (b) Investments held by the Borrower or such Subsidiary Holdings in the form of cash or Cash EquivalentsCompany; (c) Investments made by Company or any of its Subsidiaries in accounts, contract rights and chattel paper (each as defined in the UCC), notes receivable and similar items arising or acquired from the sale Subsidiary Guarantors which are wholly-owned Subsidiaries of Inventory in the ordinary course of business consistent with the past practice of the Borrower and its SubsidiariesCompany; (d) Investments received by Company or any of its Subsidiaries in connection with the bankruptcy or reorganization of, or settlement of amounts due to the Borrower delinquent accounts and disputes with, customers or any Subsidiary suppliers of the Borrower effected such Person, in each case in the ordinary course of business; (e) Investments by the Borrower in any Wholly-Owned Subsidiary accounts receivable arising, and Investments of any Wholly-Owned Subsidiary trade credit granted, in the Borrower or in another Wholly-Owned Subsidiary; (f) loans or advances to employees ordinary course of the Borrower business of Company and its Subsidiaries, and any Securities received by Company or any of its Subsidiaries (in satisfaction or guaranties of loans partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss, and advances any prepayments and other credits to suppliers made by a third party to employees of the Borrower or any of its Subsidiaries) in the ordinary course of business; provided, that ; (f) intercompany loans to the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any timeextent permitted under Section 6.1(b); (g) Investments constituting Guaranty Obligations Consolidated Capital Expenditures by Company or any of its Subsidiaries permitted by Section 7.016.8(b) of the Revolving Credit Facility; (h) Investments loans and advances by Company or any of its Subsidiaries to employees of Company and its Subsidiaries made in connection with a Permitted Acquisitionthe ordinary course of business in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (i) Investments by Company or any of its Subsidiaries made in Rabbi Trusts connection with Permitted Acquisitions permitted pursuant to Section 6.9(d); (j) Investments by Company or any of its Subsidiaries constituting non-Cash consideration received by Company and its Subsidiaries in connection with permitted Asset Sales pursuant to subsection 6.9(c); (k) Company and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule 6.7; (l) other Investments by Company or any of its Subsidiaries in an aggregate amount not to exceed at any time outstanding $15,000,000 10,000,000 (plus income and capital growth with respect theretominus any Restricted Payments made pursuant to Section 6.5(f); (j) Investments in the nature of), and arising directly as a if no Default or Event of Default has occurred or is continuing or would result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04; (k) Investments made in connection with the Foreign Subsidiary Reorganizationtherefrom; and (lm) other additional Investments not constituting Acquisitions by the Borrower Company or any Subsidiary made after of its Subsidiaries in an aggregate amount not to exceed the Closing Date; provided that the aggregate outstanding amount Restricted Payment Amount so long as (i) no Default or Event of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (Default has occurred or is continuing or shall be caused thereby after giving pro forma effect to such Investments Investment and any Indebtedness incurred in connection therewith(ii) was greater than or equal after giving effect to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount Company and its Subsidiaries shall have satisfied the Investment Conditions. Notwithstanding the foregoing, in no event shall any Credit Party make any Investment which results in or facilitates in any manner any Restricted Payment not otherwise permitted under the terms of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such InvestmentSection 6.5.

Investments. The Parent and Borrower shall will not, and shall will not permit any of its their Subsidiaries to, make, directly or indirectly make indirectly, or maintain permit to remain outstanding any Investment except for the followingInvestments except: (a) Investments existing outstanding on the Closing Date date hereof and disclosed on identified in Schedule 7.03, and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e)9.05; (b) Investments held by the Borrower or such Subsidiary in the form of cash or Cash Equivalentsoperating deposit accounts with banks; (c) Investments in accounts, contract rights and chattel paper (each as defined extensions of credit in the UCC), nature of accounts receivable or notes receivable and similar items arising or acquired from the sale sales of Inventory in the ordinary course of business consistent with the past practice of the Borrower and its Subsidiaries; (d) Investments received in settlement of amounts due to the Borrower goods or any Subsidiary of the Borrower effected services in the ordinary course of business; (d) Permitted Cash Equivalent Investments; (e) Investments by Borrower and the Subsidiary Guarantors in Borrower’s wholly-owned Subsidiary Guarantors (for greater certainty, Borrower in shall not be permitted to have any Whollydirect or indirect Subsidiaries that are not wholly-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned Subsidiaryowned Subsidiaries); (f) loans or advances Bona fide Hedging Agreements and hedging arrangements entered into in the ordinary course of Borrower’s financial planning solely to employees of the Borrower or any of its Subsidiaries hedge currency risks (or guaranties of loans and advances not for speculative purposes); (g) security deposits with utilities and other like Persons made by a third party to employees of the Borrower or any of its Subsidiaries) in the ordinary course of business; provided; (h) employee loans, that travel advances and guarantees in accordance with Borrower’s usual and customary practices with respect thereto (if permitted by applicable law) which in the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 outstanding at any time; time (g) Investments constituting Guaranty Obligations permitted by Section 7.01; (h) Investments or the Equivalent Amount in connection with a Permitted Acquisitionother currencies); (i) Investments received in Rabbi Trusts connection with any Insolvency Proceedings in an aggregate amount not to exceed $15,000,000 (plus income respect of any customers, suppliers or clients and capital growth with respect thereto)in settlement of delinquent obligations of, and other disputes with, customers, suppliers or clients; (j) Investments in the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04Permitted Indebtedness; (k) Investments made in connection with the Foreign Subsidiary Reorganizationpermitted pursuant to Section 9.03; and (l) other Investments not constituting Acquisitions by the Borrower or any Subsidiary made after the Closing Date; provided that the aggregate outstanding amount in Valeritas Security, unless an Event of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments Default shall have occurred and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investmentcontinuing.

Investments. The Each of the Borrower shall and each Parent Guarantor will not, and shall will not permit any of its their respective Subsidiaries to, directly make, incur, assume or indirectly make or maintain suffer to exist any Investment except for the followingin any other Person, except: (a) Investments existing on the Closing Date and disclosed on Schedule 7.03, and any refinancings identified in Item 7.2.5(a) ("Ongoing Investments") of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e)Disclosure Schedule; (b) Investments held by the Borrower or such Subsidiary in the form of cash or Cash EquivalentsEquivalent Investments; (c) without duplication, Investments in accountspermitted as Indebtedness pursuant to Section 7.2.2; (d) without duplication, contract rights and chattel paper (each Investments permitted as defined in the UCC), notes receivable and similar items arising or acquired from the sale of Inventory in the ordinary course of business consistent with the past practice Capital Expenditures of the Borrower and its Subsidiaries; (d) Investments received in settlement of amounts due Subsidiaries pursuant to the Borrower or any Subsidiary of the Borrower effected in the ordinary course of businessSection 7.2.7; (e) Investments by any Parent Guarantor, the Borrower in or any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary Guarantor in the Borrower or in another Subsidiary Guarantors that are Wholly-Owned Subsidiaryowned Subsidiaries of the Borrower; (f) Investments to the extent the consideration received pursuant to clause (c)(i) of Section 7.2.9 is not all cash; (g) Investments in the form of loans to officers, directors and employees of Holdings and its Subsidiaries for the sole purpose of purchasing Capital Stock of Holdings (or purchases of such loans made by others) in an aggregate amount at any time outstanding not to exceed $3,000,000; (h) other Investments made by the Borrower or any of its Subsidiaries, by way of contributions to capital, the making of loans or advances or the incurrence of Contingent Liabilities, in an aggregate amount not to employees exceed (i) to the extent such Investments are made with the Capital Stock of Holdings, $30,000,000 since the Closing Date (such amounts in this clause (h)(i) to be determined based on the fair market value of such Capital Stock at the time of such Investments); and (ii) to the extent such Investments are not made with the Capital Stock of Holdings, $20,000,000 since the Closing Date, which Investments shall result in the Borrower or the relevant Subsidiary acquiring (subject to Section 7.2.1) a majority controlling interest in the Person in which such Investment was made or increasing any such controlling interest maintained by it in such Person; or (i) other Investments made by the Borrower or any of its Subsidiaries (or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Subsidiaries) in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any time; (g) Investments constituting Guaranty Obligations permitted by Section 7.01; (h) Investments in connection with a Permitted Acquisition; (i) Investments in Rabbi Trusts in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto);1,000,000 at any time outstanding; provided, however, that (j) Investments in any Investment which when made complies with the nature of, and arising directly as a result of, consideration received in connection requirements of the definition of the term "Cash Equivalent Investment" may continue to be held notwithstanding that such Investment if made thereafter would not comply with an Asset Sale made in compliance with Section 7.04such requirements; (k) Investments no Investment otherwise permitted by clause (c) (except to the extent permitted under Section 7.2.2), (f), (g), (h) or (i) shall be permitted to be made in connection with the Foreign Subsidiary Reorganizationif, immediately before or after giving effect thereto, any Default shall have occurred and be continuing; and (l) other Investments not constituting Acquisitions no Investment otherwise permitted by clauses (a) through (i) may be made if, after giving effect to the Borrower application thereof, there shall be a "Default" or any Subsidiary made after "Event of Default" under and as defined in the Senior Subordinated Note Indenture, in each case as in effect on the Closing Date; provided that the aggregate outstanding amount of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investment.

Investments. The Borrower shall not, and shall not permit any of its Subsidiaries Restricted Subsidiary to, directly acquire for value, make, have, or indirectly make or maintain hold any Investment except for the followingInvestments, except: (a) Investments existing on the Closing Date and disclosed date of this Agreement identified on Schedule 7.03, and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e);6.10. (b) Investments held by in Subsidiaries after the date of this Agreement, whether through the formation or acquisition of such Subsidiaries, as long as the Borrower has complied with Section 5.14, no Default or Event of Default then exists or would occur as a result of any such Subsidiary in the form of cash or Cash Equivalents;Investment, and if any such Investment occurs through an Acquisition, such Acquisition is a Permitted Acquisition. (c) Investments in accountsjoint ventures, contract rights and chattel paper (each provided that no Default or Event of Default then exists or would occur as defined in the UCC), notes receivable and similar items arising or acquired from the sale a result of Inventory in the ordinary course of business consistent with the past practice of the Borrower and its Subsidiaries;any such Investment. (d) Investments received in settlement of amounts due Travel advances to the Borrower or any Subsidiary of the Borrower effected management personnel and employees in the ordinary course of business;. (e) Investments in readily marketable direct obligations issued or guaranteed by the Borrower in United States or any Wholly-Owned Subsidiary agency thereof and Investments supported by the full faith and credit of any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned Subsidiary;United States. (f) loans Certificates of deposit or advances to employees bankers’ acceptances issued by any commercial bank organized under the laws of the Borrower United States or any State thereof that has (i) combined capital and surplus of at least $1,000,000,000, and (ii) a credit rating with respect to its Subsidiaries (or guaranties of loans and advances made by unsecured indebtedness from a third party nationally recognized rating service that is reasonably satisfactory to employees of the Borrower or any of its Subsidiaries) in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any time;Bank. (g) Investments constituting Guaranty Obligations permitted Commercial paper given the highest rating by Section 7.01;a nationally recognized rating service. (h) Investments in connection Repurchase agreements relating to securities issued or guaranteed as to principal and interest by the United States of America with a Permitted Acquisition;term of not more than 7 days; provided all such agreements shall require physical delivery of the securities securing such repurchase agreement, except those delivered through the Federal Reserve Book Entry System. (i) Other readily marketable Investments in Rabbi Trusts in an aggregate amount not debt securities that are reasonably acceptable to exceed $15,000,000 (plus income and capital growth with respect thereto);the Bank. (j) Investments in the nature of, and arising directly as Any Investment that constitutes a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04;Permitted Acquisition. (k) Investments made in connection with the Any Investment arising under a Rate Protection Agreement or Foreign Subsidiary Reorganization; andCurrency Hedging Agreement permitted under Section 6.19. (l) other Other Investments if the aggregate consideration therefor does not constituting Acquisitions exceed $11,500,000, provided that no Default or Event of Default then exists or would occur as a result of any such Investment. Any Investments under clauses (e), (f), (g), or (h) above must mature within one year of the acquisition thereof by the Borrower or any Subsidiary made after the Closing Date; provided that the aggregate outstanding amount of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such InvestmentRestricted Subsidiary.

Investments. The Borrower shall notDirectly or indirectly, and shall not permit any of its Subsidiaries to, directly or indirectly make or maintain own any Investment except for the followingin any Person, including any Joint Venture, except: (a) Investments existing on the Closing Date in Cash and disclosed on Schedule 7.03, and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e)Cash Equivalents; (b) equity Investments held by owned as of the Borrower or such Restatement Date in any Subsidiary and Investments made after the Restatement Date in the form of cash or Cash EquivalentsU.S. Borrower, the Canadian Borrower and any Wholly-Owned Subsidiary Guarantor; (c) Investments (i) in accountsany Securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors and (ii) consisting of accounts receivables, contract rights deposits, prepayments and chattel paper (each as defined in the UCC)other trade credits to suppliers created, notes receivable and similar items arising acquired or acquired from the sale of Inventory made in the ordinary course of business consistent with the past practice practices of the Borrower Holdings and its Subsidiaries; (d) Investments received in settlement of amounts due intercompany loans to the Borrower or extent permitted under Section 6.01(b) and other Investments in Subsidiaries which are not Wholly-Owned Subsidiary Guarantors, provided that such Investments (including through intercompany loans and any Permitted Acquisition) in Subsidiaries other than Wholly-Owned Subsidiary of the Borrower effected in the ordinary course of businessGuarantors shall not exceed at any time an aggregate amount $40,000,000; (e) Investments by Capital Expenditures with respect to any Borrower and the Borrower in any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned SubsidiaryGuarantors; (f) loans or and advances to employees employees, officers and directors of FML Holdings and its Subsidiaries made in the ordinary course of business in an aggregate principal amount not to exceed $2,000,000; (g) Permitted Acquisitions permitted pursuant to Section 6.08; (h) Investments described in Schedule 6.06; (i) Hedge Agreements which constitute Investments; (j) loans by the U.S. Borrower or any of its Subsidiaries (to the employees, officers or guaranties directors of loans and advances made by a third party to employees of FML Holdings, the U.S. Borrower or any of its Subsidiaries) their respective Subsidiaries in the ordinary course of businessconnection with management incentive plans; provided, provided that the aggregate principal amount of all such loans and advances and guaranties represent cashless transactions pursuant to which such employees, officers or directors directly invest the proceeds of such loans and advances shall not exceed $1,000,000 at any timein Equity Interests issued by FML Holdings; (gk) Investments constituting Guaranty Obligations in the Net Cash Proceeds from Asset Sales and of the type described in clause (b) of the definition thereof, to the extent permitted by under Section 7.012.14(a) or (b), respectively; (hl) Investments arising directly out of the receipt by the U.S. Borrower or any Subsidiary of non-cash consideration for any sale of assets permitted under Section 6.08(d); provided that such non-cash consideration shall in connection with a Permitted Acquisitionno event exceed 25% of the total consideration received for such sale; (im) so long as no Default or Event of Default shall have occurred and the Leverage Ratio (calculated on a pro forma basis) is less than 3.50:1.00, Investments in Rabbi Trusts an amount equal to the Available Amount; and (n) other Investments in an aggregate amount not to exceed the sum of (i) $15,000,000 40,000,000 and (plus income and capital growth with respect thereto); (jii) Investments in the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04; (k) Investments made in connection with the Foreign Subsidiary Reorganization; and (l) other Investments not constituting Acquisitions by the Borrower or any Subsidiary made after the Closing Date; provided that the aggregate outstanding amount of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any cash returns actually received by the U.S. Borrower or any Guarantor with regard to any such Investments during the term of this Agreement. Notwithstanding the foregoing, in no event shall any Loan Party make any Investment shall be which results in or facilitates in any manner any Restricted Junior Payment not otherwise permitted under the original cost terms of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such InvestmentSection 6.04.

Investments. The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly make or maintain Make any Investment except for the followingexcept: (a) Investments existing on the Closing Date and disclosed on Schedule 7.03, and any refinancings extensions of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e); (b) Investments held by the Borrower or such Subsidiary in the form of cash or Cash Equivalents; (c) Investments in accounts, contract rights and chattel paper (each as defined in the UCC), notes receivable and similar items arising or acquired from the sale of Inventory in the ordinary course of business consistent with the past practice of the Borrower and its Subsidiaries; (d) Investments received in settlement of amounts due to the Borrower or any Subsidiary of the Borrower effected trade credit in the ordinary course of business; (b) Investments in Cash Equivalents; (c) Guarantee Obligations permitted by Section 7.2; (d) loans and advances to employees or directors of any Group Member in the ordinary course of business (including for travel, entertainment and relocation expenses); (e) Investments by in the business of the Borrower in any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned Subsidiary; (f) loans or advances to employees of its Subsidiaries made by the Borrower or any of its Subsidiaries with the proceeds of any Reinvestment Deferred Amount; (f) intercompany Investments by (i) any Group Member in the Borrower or guaranties any Person that, prior to such investment, is a Guarantor, (ii) by any Subsidiary that is not a Loan Party in any other Subsidiary that is not a Loan Party, (iii) by any Loan Party in a Foreign Subsidiary to fund in the ordinary course of loans business foreign operations and advances (iv) by any Loan Party in any Subsidiary that is not a Loan Party, provided that the aggregate amount of Investments under clause (iv) in Subsidiaries that are organized under the laws of a Specified Jurisdiction shall not exceed $250,000,000 at any one time outstanding in the aggregate plus, without duplication, all cash returns of principal or capital, cash dividends and other cash returns received by any Loan Party after the date hereof from any Subsidiary that is organized under the laws of a Specified Jurisdiction; (g) Investments consisting of Indebtedness permitted by Section 7.2; (h) prepaid expenses and lease, utility, workers, compensation, performance and other similar deposits made in the ordinary course of business; (i) Investments (including debt obligations) received in the ordinary course of business by the Borrower or any Subsidiary in connection with the bankruptcy or reorganization of suppliers and customers and in settlement or delinquent obligations of, and other disputes with, customers and suppliers arising out of the ordinary course of business; (j) Investments in existence on the Closing Date; (k) Investments in Greenfield Holdings, LLC and Integrated Manufacturing and Assembly L.L.C. to the extent that such Investments are made in the ordinary course of a third party Loan Party’s business, for cash management purposes and not exceeding $50,000,000 at any one time outstanding plus, without duplication, all cash returns of principal or capital, cash dividends and other cash returns received by any Loan Party after the date hereof from Greenfield Holdings, LLC or Integrated Manufacturing and Assembly L.L.C.; (l) the Disposition or contribution by the Borrower and certain of its domestic Subsidiaries of certain metals and electronics assets to employees of its existing Subsidiaries consistent with the restructuring plan including in the financial projections; and (m) Swap Agreements permitted by Section 7.9; (n) Investments in Special Purpose Subsidiaries arising or made under Receivable Financing Transactions; (o) Permitted Acquisitions; and (p) in addition to Investments otherwise expressly permitted by this Section, Investments by the Borrower or any of its Subsidiaries) in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any time; (g) Investments constituting Guaranty Obligations permitted by Section 7.01; (h) Investments in connection with a Permitted Acquisition; (i) Investments in Rabbi Trusts Subsidiaries in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto); (j) Investments in the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04; (k) Investments made in connection with the Foreign Subsidiary Reorganization; and (l) other Investments not constituting Acquisitions by the Borrower or any Subsidiary made after the Closing Date; provided that the aggregate outstanding amount of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent 200,000,000 at any one time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investmentoutstanding.

Investments. The Borrower shall not, and nor shall not it permit any of its Subsidiaries Guarantor to, directly or indirectly make or maintain hold any Investment except for the followingInvestment, except: (ai) Investments existing on the Closing Date and disclosed on Schedule 7.03, and in any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e)Loan Party; (bii) Investments held by the Borrower or such Subsidiary in the form of cash or Cash EquivalentsEquivalents and Marketable Securities; (ciii) Investments in accounts, contract rights and chattel paper (each as defined in the UCC), notes receivable and similar items arising receivables owing to any Loan Party if created or acquired from the sale of Inventory in the ordinary course of business consistent with the past practice of the Borrower and its Subsidiaries; (d) Investments received in settlement of amounts due to the Borrower or any Subsidiary of the Borrower effected in the ordinary course of business; (eiv) Investments by the Borrower in any Wholly-Owned Subsidiary lease, utility and Investments of any Wholly-Owned Subsidiary other similar deposits in the Borrower or in another Wholly-Owned Subsidiaryordinary course of business and other deposits permitted pursuant to clause (iii) of the definition of “Permitted Liens”; (fv) loans or advances to employees Investments made for consideration consisting only of Capital Stock of the Borrower or (other than any of its Subsidiaries (or guaranties of loans and advances made by a third party to employees Disqualified Equity Interests of the Borrower or any Borrower); (vi) guarantees of its Subsidiaries) performance obligations, and guarantees of other obligations not constituting Indebtedness for borrowed money, in each case in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any time; (gvii) (x) Investments constituting Guaranty Obligations permitted by Section 7.01; outstanding on the Closing Date and described on Schedule 7 and (hy) Investments in connection with a Permitted Acquisition; (i) Investments in Rabbi Trusts outstanding on the Closing Date in an aggregate amount not to exceed $15,000,000 20,000,000; (plus income viii) Permitted Acquisitions; (ix) Investments in mortgages, receivables, other securities or ownership interests, loans or advances made in connection with a strategy to acquire land or other homebuilding assets through foreclosure or other exercise of remedies; (x) Investments in trade creditors or customers received pursuant to any plan of re-organization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers; (xi) Investments received in settlement of debts owing to a Loan Party in the ordinary course of business; (xii) loans and capital growth with respect theretoadvances to (x) employees and (y) agents, customers or suppliers, not to exceed $2,000,000 in an aggregate at any time outstanding under this clause (xii); (jxiii) Investments in negotiable instruments deposited or to be deposited for collection in the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04ordinary course of business; (kxiv) Investments advances made in connection with purchases of goods or services in the Foreign Subsidiary Reorganizationordinary course of business; (xv) Investments resulting from Financial Contracts permitted by Section 7.28; (xvi) other Investments, in Persons (including Subsidiaries that are not Guarantors) that are engaged in one or more lines of business that would be permitted pursuant to Section 7.9, in an aggregate amount outstanding at any time not in excess of the greater of $50,000,000 and 10% of Tangible Net Worth (determined at the time any such Investment is made); and (lxvii) other Investments not constituting Acquisitions by the Borrower or any Subsidiary made after the Closing Date; provided that the in an aggregate amount outstanding amount of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time not in excess of the Leverage Ratio greater of $10,000,000 and 1.5% of Tangible Net Worth (determined at the time any such Investment is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00made). For purposes of covenant compliancecompliance with this Section 7.14, the amount of any Investment at any time shall be the original cost amount actually invested (measured at the time made), without adjustment for subsequent changes in the value of such Investment, minus net of all dividends, distributions, return of capital and other amounts received or realized in respect of such Investment, up to the original amount of any portion of such Investment repaid (all such amounts, “Returns”). In addition, for the avoidance of doubt, if any existing Subsidiary that was not previously a Guarantor subsequently becomes a Guarantor pursuant to the investor Section 7.16, such joinder as a dividend, repayment of loan Guarantor shall be deemed to constitute a Return on any Investment in such Subsidiary previously made pursuant to clause (xvi) or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investment(xvii) above.

Investments. The Borrower shall not, and shall not permit any of its Subsidiaries Subsidiary to, directly or indirectly make or maintain any Investment except for the followingInvestments, except: (a) Investments existing on the Closing Date and disclosed on Schedule 7.03, and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e); (bi) Investments held by the Borrower or such Subsidiary in the form of cash equivalents or Cash EquivalentsShort-Term Marketable Debt Securities; (cii) advances to officers, directors and employees of the Borrower and Subsidiaries for travel, entertainment, relocation and analogous ordinary business purposes in accordance with law; (iii) Investments of the Borrower in accounts, contract rights any Domestic Subsidiary and chattel paper Investments of any Subsidiary in a Domestic Subsidiary; (each as defined iv) Investments of the Borrower and of any Subsidiary in any Foreign Subsidiary after the UCC), notes receivable and similar items arising or acquired from Closing Date in an amount not to exceed a cumulative amount equal to 5% of the sale of Inventory in the ordinary course of business consistent with the past practice book value consolidated assets of the Borrower and its SubsidiariesSubsidiaries as of the end of the most recent Fiscal Quarter for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or (b); (dv) Investments received in settlement consisting of amounts due extensions of credit by a Subsidiary to the Borrower or any Subsidiary provided that the obligations of the Borrower effected in respect of such extensions of credit must be subordinated to the Obligations on subordination terms satisfactory to the Administrative Agent; (vi) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the granting of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (evii) Investments Guarantees of Indebtedness of Affiliates, to the extent permitted by the Borrower in any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary Section 7.02 and, in the Borrower or in another Wholly-Owned Subsidiarycase of Guarantees by Subsidiaries, to the extent permitted by Section 7.01(d); (fviii) loans or advances to employees Investments as of the Borrower or any of its Subsidiaries (or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Subsidiaries) Closing Date in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any timeentities set forth on Schedule 7.01(c); (gix) Pass-Through Investments constituting Guaranty Obligations permitted by Section 7.01made after the Closing Date; (hx) Investments in connection with a Permitted Acquisition; LCR as follows: (iA) Investments in Rabbi Trusts as of the Closing Date, (B) Pass-Through Investments made after the Closing Date, (C) Investments made after the Closing Date in an aggregate amount not to exceed the aggregate amount of cash dividends distributed after the Closing Date by LCR to the Borrower, and (D) additional Investments not to exceed $15,000,000 (plus income and capital growth with respect thereto); (j) Investments 100,000,000 in the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04; (k) Investments made in connection with the Foreign Subsidiary Reorganization; and (l) other Investments not constituting Acquisitions by the Borrower or any Subsidiary aggregate made after the Closing Date; provided that the aggregate outstanding amount of all and (xi) other Investments made pursuant after the Closing Date in a cumulative amount not to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the book value consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP Subsidiaries as of the last day end of the immediately preceding most recent Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, Quarter for which the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made has delivered financial statements pursuant to this clause Section 6.01(a) or (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investmentb).

Investments. The Borrower shall Each Loan Party will not, and shall will not permit any of its Subsidiaries to, directly purchase, make, incur, assume or indirectly make or maintain permit to exist any Investment except for the followingin any other Person, except: (a) Investments existing on the Closing Date and disclosed listed on Schedule 7.03, 9.05 and any refinancings modification, replacement, renewal or extension of any such Investment so long as no such modification, renewal or extension increases the amount of such Investments to Investment except by the extent constituting Indebtedness terms thereof or as otherwise permitted under by this Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e)9.05; (b) Investments held by the Borrower or such Subsidiary in the form of cash or and Cash Equivalents; (c) Investments received (i) in accountsconnection with the bankruptcy or reorganization of any Person, contract rights (ii) in settlement of delinquent obligations of, or other disputes with, customers, suppliers and chattel paper (each as defined other account debtors arising in the UCC)Ordinary Course of Business, notes receivable and similar items arising (iii) upon foreclosure with respect to any secured Investment or acquired from the sale other transfer of Inventory in the ordinary course of business consistent title with the past practice respect to any secured Investment or (iv) as a result of the Borrower and its Subsidiariessettlement, compromise, resolution of litigation, arbitration or other disputes; (d) Investments received by way of contributions to capital or purchases of Capital Stock by any Loan Party in settlement any of amounts due to the Borrower or any Subsidiary of the Borrower effected in the ordinary course of businessits Subsidiaries that are Loan Parties; (e) Investments by constituting (i) Accounts arising, (ii) trade debt granted, or (iii) deposits made, in connection with the Borrower purchase price of goods or services, in any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary each case in the Borrower or in another Wholly-Owned SubsidiaryOrdinary Course of Business; (f) loans or advances to employees Investments consisting of any deferred portion of the Borrower or sales price received by any of its Subsidiaries (or guaranties of loans and advances made by a third party to employees of the Borrower or Loan Party in connection with any of its Subsidiaries) in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any timeDisposition permitted under Section 9.04; (g) other Investments constituting in an aggregate amount at any time not to exceed the greater of (i) $2,500,000 and (ii) 8.5% of Consolidated Adjusted EBITDA for the most recent Test Period; (h) intercompany Indebtedness advanced by any Loan Party to any other Loan Party; (i) the maintenance of deposit accounts in the Ordinary Course of Business, so long as the applicable provisions of Section 8.14 have been complied with in respect of each such deposit account; (j) Guaranty Obligations permitted by Section 7.019.01(f) and Section 9.01(k); (hk) Investments loans and advances to officers, directors and employees of any Loan Party for reasonable and customary business related travel expenses, entertainment expenses, moving expenses and similar expenses, in connection with a Permitted Acquisitioneach case incurred in the Ordinary Course of Business, in an aggregate principal amount at any time not to exceed $250,000; (l) Permitted Acquisitions; (m) Investments consisting of interest rate agreements permitted under Section 9.01(q); (n) Investments by (i) Investments any Loan Party in Rabbi Trusts any Subsidiary that is not a Loan Party in an aggregate principal amount not to exceed (x) $15,000,000 1,000,000 per fiscal year or (plus income y) $2,500,000 during the term of this Agreement (ii) any Subsidiary that is not a Loan Party in any Subsidiary that is not a Loan Party and capital growth with respect thereto)(iii) any non-Loan Party in any Loan Party; (jo) Investments in the nature of, Ordinary Course of Business consisting of endorsements of negotiable instruments for collection or deposit; and (p) promissory notes and arising directly as a result of, other non-cash consideration received in connection with an Asset Sale made in compliance with Dispositions permitted by Section 7.04; (k) Investments made in connection with the Foreign Subsidiary Reorganization; and (l) other Investments not constituting Acquisitions by the Borrower or any Subsidiary made after the Closing Date; provided that the aggregate outstanding amount of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investment9.04.

Investments. The Borrower No Note Party shall, nor shall not, and shall not it permit any of its Subsidiaries to, directly or indirectly indirectly, make or maintain own any Investment except for the following(including if made as an Acquisition) in any Person, including any Joint Venture, except: (a) Investments existing on the Closing Date in Cash and disclosed on Schedule 7.03, and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e)Cash Equivalents; (b) (i) Investments held by owned as of the Borrower or such Closing Date in any Subsidiary and (ii) and Investments made after the Closing Date in the form any Wholly-Owned Guarantor Subsidiaries of cash or Cash EquivalentsCompany; (c) Investments (i) in accountsany Securities voluntarily accepted in satisfaction or partial satisfaction thereof from financially troubled account debtors, contract rights and chattel paper (each as defined in the UCC)ii) deposits, notes receivable prepayments and similar items arising or acquired from the sale of Inventory other credits to suppliers made in the ordinary course of business consistent with the past practice practices of the Borrower Company and its Subsidiaries; (d) Investments received in settlement of amounts due intercompany loans to the Borrower or any Subsidiary of the Borrower effected in the ordinary course of businessextent permitted under Section 6.1(b); (e) Investments in Company or any of its Guarantor Subsidiaries for purposes of making Consolidated Capital Expenditures permitted by the Borrower this Agreement in respect of fixed assets directly owned by Company or any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned Subsidiaryits Guarantor Subsidiaries; (f) loans or and advances to employees of the Borrower or any of Company and its Subsidiaries (or guaranties of loans and advances i) made by a third party to employees of the Borrower or any of its Subsidiaries) in the ordinary course of business; providedbusiness and described on Schedule 6.7, that and (ii) any refinancings of such loans after the Closing Date in an aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not to exceed $1,000,000 500,000 at any timetime outstanding; (g) Investments constituting Guaranty Obligations permitted by Section 7.01Subject to the Requisite Purchasers’ approval in their sole discretion, Permitted Acquisitions, provided such approval shall only be required in the event Consolidated Liquidity would be less than $45,000,000, on a pro forma basis after giving effect to such Permitted Acquisition; (h) Investments in connection with a Permitted AcquisitionTo the extent constituting Investments, guarantees permitted by Section 6.1; (i) Subject to the Requisite Purchasers’ approval in their sole discretion, Investments or other participations in Rabbi Trusts joint ventures or strategic alliances in an aggregate amount the ordinary course of each Note Party’s business consisting of the licensing of technology, intellectual property and/or product, the development of such technology, intellectual property and/or product or the providing of technical support, provided that (i) any cash Investments by Note Parties do not to exceed $15,000,000 500,000 in the aggregate in any fiscal year and (plus income and capital growth with respect thereto)ii) no Default or Event of Default shall have occurred or be continuing or would result therefrom; (j) Investments made after the Closing Date in the nature ofform of first priority senior secured loans to any Person that is a Managed Company; provided, that (x) such loans are evidenced by a promissory note which is pledged and collaterally assigned to Collateral Agent pursuant to the Collateral Assignment of Managed Company Documents, (y) the Managed Company Documents and Organizational Documents of such Managed Company, as applicable, are in form and substance acceptable to the Requisite Purchasers, and arising directly as a result of, consideration received (z) such amounts in connection with an Asset Sale made aggregate do not exceed $500,000 in compliance with Section 7.04any Fiscal Year; (k) Investments made described in connection with the Foreign Subsidiary ReorganizationSchedule 6.7; and (l) So long as no Default or Event of Default would immediately result therefrom, other Investments in an aggregate amount outstanding not constituting Acquisitions by to exceed $250,000. Notwithstanding anything in this Section 6.7 to the Borrower contrary, (A) in no event shall any Note Party or Managed Company make any Investment that results in or facilitates in any manner any Restricted Junior Payment not otherwise permitted under the terms of Section 6.5, (B) in no event shall any Note Party or Managed Company make Investments in any Joint Venture or any Subsidiary made after the Closing Date; provided Person that the aggregate outstanding amount is not a Note Party (including any such Investments consisting of all Investments made intercompany loans or Permitted Acquisitions) except pursuant to this clause (d), (j) or (l) at a time when the Leverage Ratio above and (after giving pro forma effect to such Investments and any Indebtedness incurred C) in connection therewith) was greater than or equal to 2.00 to 1.00 no event shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investmentmade by a Note Party in any Joint Venture, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee Managed Company or other obligation or Person that is not a Note Party be made in any form other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investmentthan Cash.

Investments. The Borrower shall (a) Each Loan Party agrees that it will not, and shall will not permit any of its Restricted Subsidiaries to, directly make, purchase, acquire or indirectly make or maintain hold any Investment except for the followingInvestments except: (ai) Investments existing on the Closing Date in Restricted Subsidiaries, Unrestricted Subsidiaries and disclosed on in Joint Ventures, in each case, as described in Schedule 7.03, 7.05; (ii) Investments made after the Closing Date in Equity Interests in Wholly Owned Restricted Subsidiaries and any refinancings of such in Rendezvous Gas; (iii) Permitted Investments; (iv) Investments to the extent constituting Indebtedness otherwise loans or advances permitted under by Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e7.01(f); (bv) Investments held Guarantees constituting Indebtedness permitted by the Borrower or such Subsidiary in the form of cash or Cash EquivalentsSection 7.01; (cvi) Investments in accounts, contract rights Swap Contracts permitted by Section 7.12; (vii) (A) Permitted Acquisitions and chattel paper (each as defined B) Permitted Affiliate Acquisitions; (viii) Investments consisting of (A) extensions of credit in the UCC), nature of accounts receivable or notes receivable and similar items arising or acquired from the sale granting of Inventory trade credit in the ordinary course of business consistent with the past practice of the Borrower and its Subsidiaries; business, (dB) Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors in order to prevent or limit loss, and (C) Investments received in connection with the bankruptcy or reorganization of, or settlement of amounts due to the Borrower or any Subsidiary of the Borrower effected delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (eix) Investments by the Borrower in any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned Subsidiary; (f) loans or advances to employees of the Borrower or any of its Subsidiaries (or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Subsidiaries) in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any time; (g) Investments constituting Guaranty Obligations permitted by Section 7.01; (h) Investments in connection with a Permitted Acquisition; (i) Investments in Rabbi Trusts in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto); (j) Investments in the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04; (k) Investments made in connection with the Foreign Subsidiary Reorganization; and (l) other Investments not constituting Acquisitions by the Borrower or any Subsidiary made after the Closing Date; Date in (A) Unrestricted Subsidiaries, (B) Non-Wholly Owned Subsidiaries and (C) Joint Ventures, provided that the aggregate outstanding amount of all Investments made permitted for all Loan Parties and Restricted Subsidiaries pursuant to this clause (la)(ix) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time exceed in the Leverage Ratio is greater than or aggregate an amount equal to 2.00 to 1.00the greater of $50,000,000 and 7.5% of Consolidated Net Tangible Assets of the Parent Guarantor; and (x) other Investments not permitted by the foregoing clauses in this Section 7.05, provided that the Borrower shall deliver to the Administrative Agent a schedule aggregate outstanding amount of all then-outstanding Investments made permitted for all Loan Parties and Restricted Subsidiaries pursuant to this clause (la)(x) shall not at a any time when exceed in the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the aggregate an amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid equal to the investor as a dividend, repayment greater of loan or advance, release or discharge $30,000,000 and 4.0% of a guarantee or Consolidated Net Tangible Assets of the Parent Guarantor. (b) The Parent Guarantor shall not at any time directly own Equity Interests in any Person other obligation or other transfer of property or return of capital, as than the case may be, but without Borrower and any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such InvestmentFinance Subsidiaries.

Investments. The Borrower Company shall not, and shall not suffer or permit any of ----------- its Subsidiaries to, directly or indirectly indirectly, make any Investments, or maintain acquire, by purchase or otherwise, all or substantially all the business, property or fixed assets of, or stock or other ownership interest of any Investment except for the following:Person, or any division or line of business of, any Person except: ------ (a) Investments existing on the Closing Date and disclosed listed on Schedule 7.03, and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e);-------- 7.11; ---- (b) Investments held by the Borrower or such Subsidiary in the form of cash or Cash Equivalentsand cash equivalents; (c) Investments in accountsadvances to officers, contract rights directors and chattel paper employees of Company or any of their respective Subsidiaries for travel, entertainment, relocation and analogous ordinary business purposes; (each as defined in the UCC), notes receivable and similar items arising d) extensions of credit to customers or acquired from the sale suppliers of Inventory Company or any of its Subsidiaries in the ordinary course of business consistent with the past practice of the Borrower and its Subsidiaries; (d) any Investments received in settlement of amounts due to the Borrower satisfaction or any Subsidiary of the Borrower effected in the ordinary course of businesspartial satisfaction thereof; (e) Investments permitted by the Borrower in any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned SubsidiarySection 7.4; (f) intercompany loans or advances to employees of the Borrower or any of its Subsidiaries (or guaranties of loans permitted by Sections 7.1(g), 7.1(h), 7.1(i), and advances made by a third party to employees of the Borrower or any of its Subsidiaries) in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any time7.1(j); (g) Investments constituting Guaranty Obligations permitted by Section 7.01Company in any wholly-owned Subsidiary that is a Guarantor and Investments of any wholly-owned Domestic Subsidiary that is a Guarantor in Company or any other wholly-owned Domestic Subsidiary that is a Guarantor; (h) Investments by Pledged Foreign Subsidiaries in connection with a Permitted Acquisitionother Pledged Foreign Subsidiaries; (i) Investments by Unpledged Foreign Subsidiaries in Rabbi Trusts in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto)other Unpledged Foreign Subsidiaries; (j) other Investments by Company in any of its Subsidiaries and other Investments of any of its Subsidiaries in Company or any of its other Subsidiaries made after the date hereof; provided, however, that (i) such -------- ------- Investments plus (ii) the aggregate principal amount of Indebtedness permitted ---- by Section 7.1(k) plus (iii) the aggregate Dispositions permitted by Section ---- 7.3(j) shall not exceed $50,000,000 in the aggregate during fiscal year 2000 or $100,000,000 in the aggregate during fiscal year 2001; provided further that -------- ------- Investments in Subsidiaries of Company that are not Solvent immediately prior to the nature of, and arising directly as a result of, consideration received making of any such Investment shall not exceed $10,000,000 in connection with an Asset Sale made the aggregate in compliance with Section 7.04any fiscal year; (k) Investments made by Company in connection with any of its Subsidiaries and other Investments of any of its Subsidiaries in Company or any of its other Subsidiaries on the Foreign Subsidiary ReorganizationClosing Date and set forth on the certificate delivered pursuant to Section 6.11(e); and (l) other Investments not constituting Acquisitions by the Borrower or any Subsidiary made after the Closing Date; provided that the aggregate outstanding amount of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent exceeding $25,000,000 at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investmenttime.

Investments. The Borrower shall not, and shall not permit Make any of its Investments or acquire or form new Subsidiaries to, directly or indirectly make or maintain any Investment except for the followingother than: (a) Investments existing on the Closing Date Cash and disclosed on Schedule 7.03, and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e)cash equivalent Investments; (b) Investments held by the Borrower Endorsements for collection or such Subsidiary in the form of cash or Cash Equivalents; (c) Investments in accounts, contract rights and chattel paper (each as defined in the UCC), notes receivable and similar items arising or acquired from the sale of Inventory in the ordinary course of business consistent with the past practice of the Borrower and its Subsidiaries; (d) Investments received in settlement of amounts due to the Borrower or any Subsidiary of the Borrower effected deposit in the ordinary course of business; (c) Investments in connection with the acquisition of a New Property made with permitted Capital Expenditures or funded without incurring or assuming any Indebtedness and with respect to which Borrower has complied with Section 4.18 hereof; (d) Formation of new Subsidiaries (and capital contributions in connection therewith) with respect to which Borrower has complied with Section 4.18; (e) Investments (i) Extensions of credit by the Borrower in any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary in the Holdings, Borrower or in another Whollyany of Holdings’ or Borrower’s domestic wholly-Owned owned Subsidiaries to Borrower or any of Borrower’s or Holdings’ domestic wholly-owned Subsidiary, provided that, such loans extended by a Credit Party are evidenced by promissory notes, the sole originally executed copy of which shall be pledged to Agent, as security for the Obligations and (ii) capital contributions by Holdings, Borrower or any of Holdings’ or Borrower’s domestic wholly-owned Subsidiaries to Borrower or any of Borrower’s or Holdings’ domestic wholly-owned Subsidiaries; (f) Investments in the form of intercompany loans or made by Borrower to Holdings to the extent that, at the time such loan is made, a Restricted Payment from Borrower to Holdings would be permitted under Section 5.7 and provided that (i) the proceeds of such loans are used for the purposes specified in Section 5.7, (ii) such loans are evidenced by promissory notes, the sole originally executed copy of which shall be pledged to Agent, as security for the Obligations and (iii) such intercompany loan shall be treated as a Restricted Payment for purposes of this Agreement, including, without limitation, determining compliance with the provisions of Section 5.7 relating to the type and amount of such Restricted Payment; (g) Loans and advances to employees of the Borrower or any of its Subsidiaries (or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Subsidiaries) in the ordinary course of business; provided, that business not to exceed $500,000 in the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any time; (g) Investments constituting Guaranty Obligations permitted by Section 7.01time outstanding; (h) Investments in connection with a Permitted AcquisitionCapital Expenditures and Excluded Capital Expenditures to the extent permitted pursuant to Section 4.12(c) and (d); (i) Investments in Rabbi Trusts in an aggregate amount not to exceed $15,000,000 (plus income existing on the Restatement Effective Date and capital growth with respect thereto);described on Schedule 5.9; and (j) Investments in the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04; (k) Investments made in connection with the Foreign Subsidiary Reorganization; and (l) other Investments not constituting Acquisitions by the Borrower or any Subsidiary made after the Closing Date; provided that the aggregate outstanding amount of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such InvestmentPermitted Franchising Acquisitions.

Investments. The Borrower shall not, and shall Credit Parties will not permit any of its Subsidiaries toConsolidated Party to make any Investments, directly or indirectly make or maintain any Investment except for the followingfor: (a) Investments existing on the Closing Date consisting of cash and disclosed on Schedule 7.03, and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e)Cash Equivalents; (b) Investments held consisting of accounts receivable created, acquired or made by the Borrower or such Subsidiary any Consolidated Party in the form ordinary course of cash business and payable or Cash Equivalentsdischargeable in accordance with customary trade terms; (c) Investments consisting of Capital Stock, obligations, securities or other property received by any Consolidated Party (i) in accounts, contract rights and chattel paper settlement of accounts receivable (each as defined in the UCC), notes receivable and similar items arising or acquired from the sale of Inventory created in the ordinary course of business consistent business) from bankrupt or insolvent obligors or disputes with the past practice of the Borrower customers and its Subsidiaries(ii) as partial consideration for a Permitted Asset Disposition; (d) Investments received existing as of the Closing Date and set forth in settlement SCHEDULE 8.6; (e) Investments consisting of amounts due advances or loans to directors, officers, employees, agents, customers or suppliers that do not exceed $3,500,000 in the aggregate at any one time outstanding; (f) Investments in any Credit Party (other than the Parent) and Investments by Consolidated Parties which are not Credit Parties in other Consolidated Parties; (g) to the extent not required at such time to prepay the Loans pursuant to Section 3.3(b), any Eligible Reinvestment of the Net Cash Proceeds of (i) any Involuntary Disposition as contemplated by Section 7.6(b), (ii) any Asset Disposition as contemplated by Section 8.5(g) or (iii) any Equity Issuance; (h) Investments consisting of an Acquisition by the Borrower or any Subsidiary of the Borrower, PROVIDED that (i) the Property acquired (or the Property of the Person acquired) in such Acquisition is used or useful in the same or a similar line of business as the Borrower and its Subsidiaries were engaged in on the Closing Date (and any reasonable extensions or expansions thereof or businesses ancillary or complementary thereto), (ii) the Agent shall have received all items in respect of the Capital Stock or Property acquired in such Acquisition required to be delivered by the terms of Section 7.11 and/or Section 7.12, (iii) in the case of an Acquisition of the Capital Stock of another Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such Acquisition, (iv) the Borrower shall have delivered to the Agent (A) a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such Acquisition on a Pro Forma Basis, the Credit Parties would be in compliance with the financial covenants set forth in Section 7.10(a) and (b) and (B) a certificate of an Executive Officer of the Borrower (1) demonstrating that, upon giving effect to such Acquisition, at least 90% of Consolidated EBITDA for the most recently ended fiscal year period for each of the Consolidated Parties and the acquired Person or Property preceding the date of such Acquisition with respect to which the Agent shall have received the Required Financial Information has been audited in accordance with GAAP, in the case of the Consolidated Parties, as required by Section 7.1(a) and, in the case of the acquired Person or Property, by independent certified public accountants of recognized national standing reasonably acceptable to the Agent (whose opinion shall not be limited as to the scope or qualified as to going concern status or any other material qualifications or exceptions) and (2) to the extent that audited financial information for the acquired Person or Property is required under the terms of the foregoing clause (1), certifying that the quarterly financial statements with respect to the Person or Property acquired for each fiscal quarter period ending after the date of the last audit and immediately prior to the date of such Acquisition have been prepared in accordance with GAAP (subject to audit adjustments and the absence of footnotes) and reviewed by independent certified public accountants of recognized national standing reasonably acceptable to the Agent, (v) the representations and warranties made by the Credit Parties in Section 6 shall be true and correct in all material respects at and as if made as of the date of such Acquisition (after giving effect thereto) except to the extent such representations and warranties expressly relate to an earlier date, (vi) if such transaction involves the purchase of an interest in a partnership between the Borrower as a general partner and entities unaffiliated with the Borrower as the other partners, such transaction shall be effected by having such equity interest acquired by a corporate holding company directly or indirectly wholly-owned by the Borrower newly formed for the sole purpose of effecting such transaction, (vii) after giving effect to such Acquisition, there shall be at least $25,000,000 of availability existing under the Revolving Committed Amount and (viii) the aggregate consideration (including cash and non-cash consideration and any assumption of Indebtedness, but excluding consideration consisting of (A) any Capital Stock of the Parent issued to the seller of the Capital Stock or Property acquired in such Acquisition, (B) consideration consisting of the Net Cash Proceeds of the issuance of Subordinated Debt and (C) to the extent not required at such time to prepay the Loans pursuant to Section 3.3(b), consideration consisting of the Net Cash Proceeds of any Equity Issuance by the Parent consummated subsequent to the Closing Date and the Net Cash Proceeds of any Asset Disposition (other than an Asset Dispositions of the type described in clauses (i), (viii) and (ix) of the definition of "Excluded Asset Disposition") or Involuntary Disposition consummated subsequent to the Closing Date) paid by the Consolidated Parties for all such Acquisitions occurring after the Closing Date shall not exceed $100,000,000; (i) Investments consisting of endorsements for collection or deposit in the ordinary course of business; (ej) Investments by to the Borrower in any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned Subsidiary; extent constituting Investments, (fi) loans or advances to employees of the Borrower or any of its Subsidiaries (or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Subsidiaries) in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any time; (g) Investments constituting Guaranty Obligations permitted by Section 7.01; 8.1(o), (hii) Investments in connection with a Permitted Acquisition; Liens and (iiii) Investments in Rabbi Trusts in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto); (j) Investments in the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with transactions permitted by Section 7.048.4; (k) Investments made consisting of customary trade arrangements with customers in connection the ordinary course of business and consistent with the Foreign Subsidiary Reorganization; andpast practices; (l) Investments consisting of obligations of directors and/or employee's of any Consolidated Party in connection with such Person's purchase of Capital Stock in the Parent or M-Foods Investors; (m) Investments made with the portion of Excess Cash Flow not required to prepay the Loans in accordance with Section 3.3(b)(ii); (n) to the extent constituting Investments, the licensing or contribution of Intellectual Property pursuant to joint marketing arrangements with Persons other than Consolidated Parties; (o) Investments consisting of advances or loans to the Parent in lieu of, and not exceeding the aggregate amount of, Restricted Payments to the Parent permitted under Section 8.7; or (p) other Investments not constituting Acquisitions by listed above (including, without limitation, Investments in Foreign Subsidiaries and Joint Ventures) in an aggregate net amount not to exceed $65,000,000 at any one time; PROVIDED, HOWEVER, that, to the Borrower extent that any such Investment (or any Subsidiary made after the Closing Date; provided that the aggregate outstanding amount series of all Investments related Investments) made pursuant to this clause (lp) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% consists of the consolidated total assets contribution(s) or other transfer(s) of Property (other than cash) having an aggregate net book value in excess of $5,000,000 to a Joint Venture for consideration less than the Borrower and its Subsidiariesfair market value of such Property, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, then the Borrower shall deliver have delivered to the Administrative Agent a schedule of all then-outstanding Investments made pursuant Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliancesuch Investment(s), the amount of any Investment shall Credit Parties would be in compliance with the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases financial covenants set forth in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such InvestmentSection 7.10(a) and (b).

Investments. The Borrower shall Such Obligor will not, and shall will not permit any of its Subsidiaries to, make, directly or indirectly make indirectly, or maintain permit to remain outstanding any Investment except for the followingInvestments except: (a) Investments existing outstanding on the Closing Date date hereof and disclosed on identified in Schedule 7.03, and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e)9.05; (b) Investments held by the Borrower or such Subsidiary in the form of cash or Cash Equivalentsoperating deposit accounts with banks; (c) Investments in accounts, contract rights and chattel paper (each as defined extensions of credit in the UCC), nature of accounts receivable or notes receivable and similar items arising or acquired from the sale sales of Inventory goods or services in the ordinary course of business consistent with the past practice of the Borrower and its Subsidiaries; (d) Investments received in settlement of amounts due to the Borrower or any Subsidiary of the Borrower effected prepaid royalties arising in the ordinary course of business; (ed) Permitted Cash Equivalent Investments; (i) Investments by the any Obligor in Borrower’s wholly-owned Subsidiary Guarantors (for greater certainty, Borrower shall not be permitted to have any direct or indirect Subsidiaries that are not wholly-owned Subsidiaries), (ii) Investments by Subsidiaries that are not Subsidiary Guarantors in Subsidiaries that are not Subsidiary Guarantors, and (iii) Investments by any Obligor in any Wholly-Owned Subsidiary and Investments of any Wholly-Owned that is not a Subsidiary Guarantor (when considered in the Borrower or aggregate with such Indebtedness permitted under Section 9.01(f)(iii), Guarantees permitted under Section 9.01(g)(ii) and such Asset Sales permitted under Section 9.09(d)(iii)) in another Wholly-Owned Subsidiaryan aggregate amount at any time outstanding not to exceed $500,000; (f) loans or advances to employees Hedging Agreements permitted under Section 9.01(o); (g) Investments consisting of the Borrower or any of its Subsidiaries (or guaranties of loans security deposits with utilities and advances other like Persons made by a third party to employees of the Borrower or any of its Subsidiaries) in the ordinary course of business; provided; (i) employee loans, that travel advances and guarantees in accordance with Borrower’s usual and customary practices with respect thereto (if permitted by applicable law) which in the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 250,000 outstanding at any time; time (gor the Equivalent Amount in other currencies), and (ii) Investments constituting Guaranty Obligations permitted non-cash loans to employees, officers or directors relating to the purchase of Equity Securities of Borrower pursuant to employee stock purchase plans or agreements approved by Section 7.01; (h) Investments in connection with a Permitted AcquisitionBorrower’s board of directors; (i) Investments received in Rabbi Trusts connection with any Insolvency Proceedings in respect of any customers, suppliers or clients and in settlement of delinquent obligations of, and other disputes with, customers, suppliers or clients; (j) Investments permitted under Section 9.01 or Section 9.03; (k) noncash Investments in joint ventures or strategic alliances in the ordinary course of Borrower’s business consisting of non-exclusive licensing of technology, the development of technology or the providing of technical support; (l) Investments in an aggregate amount not to exceed $15,000,000 100,000 in any fiscal year of Borrower; (plus income and capital growth m) Investments received in connection with respect theretoAsset Sales permitted by Section 9.09(g); (jn) Investments Guarantees of commercial obligations of Subsidiaries (not constituting Indebtedness) in the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04; (k) Investments made in connection with the Foreign Subsidiary Reorganizationordinary course of business not prohibited hereby; and (lo) other Investments not constituting Acquisitions by of a Person existing at the time such Person becomes a Subsidiary of Borrower or merges with Borrower or any Subsidiary made after the Closing Date; provided that the aggregate outstanding amount of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to so long as such Investments and any Indebtedness incurred were not made in connection therewith) was greater than contemplation of such Person becoming a Subsidiary or equal such merger, in an aggregate amount not to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent $500,000 at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investmenttime.

Investments. (a) The Borrower shall agrees that it will not, and shall will not permit any of its Restricted Subsidiaries to, directly make, purchase, acquire or indirectly make or maintain hold any Investment except for the followingInvestments except: (ai) Investments existing on the Closing Date in Restricted Subsidiaries, Unrestricted Subsidiaries and disclosed on in Joint Ventures, in each case, as described in Schedule 7.03, 7.05; (ii) Investments made after the Closing Date in Equity Interests in Wholly Owned Restricted Subsidiaries and any refinancings of such in Rendezvous Gas; (iii) Permitted Investments; (iv) Investments to the extent constituting Indebtedness otherwise loans or advances permitted under by Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e7.01(f); (bv) Investments held Guarantees constituting Indebtedness permitted by the Borrower or such Subsidiary in the form of cash or Cash EquivalentsSection 7.01; (cvi) Investments in accounts, contract rights and chattel paper Swap Contracts permitted by Section 7.12; (each as defined vii) Permitted Acquisitions; (viii) Investments consisting of (A) extensions of credit in the UCC), nature of accounts receivable or notes receivable and similar items arising or acquired from the sale granting of Inventory trade credit in the ordinary course of business consistent with the past practice of the Borrower and its Subsidiaries; business, (dB) Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors in order to prevent or limit loss, and (C) Investments received in connection with the bankruptcy or reorganization of, or settlement of amounts due to the Borrower or any Subsidiary of the Borrower effected delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (eix) Investments by the Borrower in any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned Subsidiary; (f) loans or advances to employees of the Borrower or any of its Subsidiaries (or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Subsidiaries) in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any time; (g) Investments constituting Guaranty Obligations permitted by Section 7.01; (h) Investments in connection with a Permitted Acquisition; (i) Investments in Rabbi Trusts in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto); (j) Investments in the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04; (k) Investments made in connection with the Foreign Subsidiary Reorganization; and (l) other Investments not constituting Acquisitions by the Borrower or any Subsidiary made after the Closing Date; Date in (A) Unrestricted Subsidiaries, (B) Non-Wholly Owned Subsidiaries and (C) Joint Ventures, provided that the aggregate outstanding amount of all Investments made permitted for the Borrower and its Restricted Subsidiaries pursuant to this clause (la)(ix) shall not at a any time when exceed in the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or aggregate an amount equal to 2.00 to 1.00 shall not exceed 10the greater of $50,000,000 and 7.5% of Consolidated Net Tangible Assets of the consolidated total assets Borrower; and (x) other Investments not permitted by the foregoing clauses in this Section 7.05, provided that the aggregate outstanding amount of all Investments permitted for the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made Restricted Subsidiaries pursuant to this clause (la)(x) shall not at a any time when exceed in the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the aggregate an amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid equal to the investor as a dividend, repayment greater of loan or advance, release or discharge $30,000,000 and 4.0% of a guarantee or other obligation or other transfer Consolidated Net Tangible Assets of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such InvestmentBorrower. (b) [RESERVED]

Investments. The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly make or maintain any Investment except for the following: (ai) Investments existing on the Closing Date and disclosed on Schedule 7.03, and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e); (b) Investments held by the Borrower or such Subsidiary in the form of cash or and Cash Equivalents;, (cii) made 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 each case consistent with past practices, (iii) Investments (including debt obligations and Equity Interests) received in accountsconnection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, contract rights or other disputes with, customers and chattel paper (each as defined suppliers arising in the UCC)ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment, notes receivable in each case only to the extent reasonably necessary in order to prevent or limit loss, (iv) in any Special Entity, so long as in each case such Investments are (A) made in the ordinary course of business to fund operating expenses (including, without limitation, purchases of inventory in the ordinary course of business and similar items arising or acquired from the sale of Inventory capital expenditures incurred in the ordinary course of business consistent with past practices but only to the extent they are Ordinary Capital Expenditures) of such Special Entity, (B) consistent with past practice practices of the Borrower, its Subsidiaries and such Special Entities and (C) either (I) not in excess of $25,000,000 in the aggregate at any time outstanding or (II) otherwise made pursuant to agreements, documents or other instruments pursuant to which the Borrower or such Subsidiary shall have a commitment to fund and its Subsidiariesin respect of which the Borrower shall, upon the request of the Administrative Agent, use commercially reasonable efforts to cause the Administrative Agent, for the benefit of itself and the other Lenders, to have a perfected first Lien within thirty (30) days (or such longer time period as the Administrative Agent may agree) following the date of any such Investment under this subclause (II) (and subject to an agreement among the Administrative Agent on behalf of the Lenders on the one hand, and the administrative agent on behalf of the lenders under the U.S. Cellular Credit Agreement, on the other hand, regarding such Liens), but in no event shall the aggregate amount of all Investments made under this subclause (II) exceed $50,000,000; (dv) Investments received consisting of extensions of credit in settlement the nature of amounts due to accounts receivable or notes receivable arising from the Borrower or any Subsidiary grant of the Borrower effected trade credit in the ordinary course of businessbusiness and consistent with past practices; (e) Investments by the Borrower in any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned Subsidiary; (f) loans or advances to employees of the Borrower or any of its Subsidiaries (or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Subsidiaries) in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any time; (g) Investments constituting Guaranty Obligations permitted by Section 7.01; (h) Investments in connection with a Permitted Acquisition; (i) Investments in Rabbi Trusts in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto); (j) Investments in the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04; (k) Investments made in connection with the Foreign Subsidiary Reorganization; and (l) other Investments not constituting Acquisitions by the Borrower or any Subsidiary made after the Closing Date; provided that the aggregate outstanding amount of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investment.

Investments. The Borrower shall will not, and shall not nor will it permit any of its Subsidiaries to, directly or indirectly make or maintain permit to remain outstanding any Investment except for the followingInvestments except: (a) operating deposit accounts with banks; (b) Permitted Investments; (i) Investments existing by the Borrower and its Subsidiaries in Capital Stock of Subsidiaries of the Borrower (other than any Excluded Non-Media Subsidiaries) and (ii) advances by the Borrower and its Subsidiaries to any of the Subsidiary Guarantors, and advances by any of the Designated SBG Subsidiaries to the Borrower, in the ordinary course of business permitted to be incurred by Section 7.01(c); (d) Investments outstanding on the Closing Fifth Restatement Effective Date (other than Investments permitted under clauses (a), (b) and disclosed on (c) of this Section) and identified in Schedule 7.034.14(b); (e) the acquisition of the Capital Stock of Persons or the formation of Wholly Owned Subsidiaries of the Borrower for the acquisition of Capital Stock of Persons, resulting in such Persons becoming Wholly Owned Subsidiaries of the Borrower, in each case for the purpose of enabling the Borrower and any refinancings its Subsidiaries to consummate acquisitions permitted by Section 7.04; (f) Guarantees by Subsidiary Guarantors of such Investments Indebtedness of the Borrower to the extent constituting Indebtedness otherwise such guarantees are permitted under Section 7.01(b), provided such refinancing complies with the provisions of 7.01; (g) Guarantees permitted under Section 7.01(e); (b) Investments held by the Borrower or such Subsidiary in the form of cash or Cash Equivalents; (c) Investments in accounts, contract rights and chattel paper (each as defined in the UCC), notes receivable and similar items arising or acquired from the sale of Inventory in the ordinary course of business consistent with the past practice of the Borrower and its Subsidiaries; (d) Investments received in settlement of amounts due to the Borrower or any Subsidiary of the Borrower effected in the ordinary course of business; (eh) Investments by the Borrower and its Subsidiaries in any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Receivables Subsidiary in the Borrower or in another Wholly-Owned Subsidiaryconnection with any Receivables Financing permitted under Section 7.01(f); (fi) loans additional Investments made after the Fifth Restatement Effective Date, which when taken together with the Aggregate Consideration for Acquisitions made pursuant to Section 7.04(g), shall not exceed $200,000,000 in the aggregate, provided that no Default shall have occurred and be continuing at the time of the making of each such Investment or advances to employees of would result therefrom; (j) Investments by the Borrower or any of its Subsidiaries not exceeding $100,000,000 in the aggregate with respect to payments required to be made after the Fifth Restatement Effective Date with respect to purchase options relating to the purchase of Stations by the Borrower and its Subsidiaries; provided that no Default shall have occurred and be continuing at the time of the making of each such Investment or would result therefrom; (or guaranties of loans and advances made k) Investments by a third party to employees of the Borrower or any of its Subsidiaries) in Subsidiaries with respect to payments required to be made after the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any time; (g) Investments constituting Guaranty Obligations permitted by Section 7.01; (h) Investments Fifth Restatement Effective Date with respect to purchase options in connection with a Permitted the Barrington Acquisition and the Cox Acquisition; (il) Investments [Reserved]; (m) the purchase, redemption, retirement, acquisition for value, defeasance, voluntary payment or prepayment in Rabbi Trusts full or in part by the Borrower of the 6.125% Senior Unsecured Notes, the 8.375% Senior Unsecured Notes, the 9.25% Second Secured Second Lien Notes or Permitted Additional Indebtedness with the proceeds of Indebtedness permitted under Sections 2.01(c), 7.01(h), (j) or (m); (n) the purchase, redemption, retirement, acquisition for value, defeasance, voluntary payment or prepayment or refinancing in full or in part by the Borrower of any Other Debt, in an aggregate amount not to exceed (i) $15,000,000 200,000,000 plus (ii) together with any payments made under Section 7.08(h), $100,000,000 in any fiscal year of the Borrower (it being understood and agreed that the Borrower shall be permitted to carry forward $50,000,000 of unused amounts to the next succeeding fiscal year) plus income and capital growth (iii) together with respect theretoany payments made under Section 7.08(j); (j) Investments in the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04; (k) Investments made in connection with the Foreign Subsidiary Reorganization$300,000,000; and (lo) other Investments not constituting Acquisitions by any refinancing with the Borrower proceeds of Permitted Second Priority Refinancing Debt, Permitted Senior Unsecured Refinancing Debt or any Subsidiary made after the Closing Date; provided that the aggregate outstanding amount of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such InvestmentPermitted Subordinated Refinancing Debt.

Investments. The Borrower shall will not, and shall will not permit any of its Subsidiaries to, directly purchase, make, incur, assume or indirectly make or maintain permit to exist any Investment except for the followingin any other Person, except: (a) Investments existing on the Closing Effective Date and disclosed on Schedule 7.03, and any refinancings identified in Item 7.2.5(a) of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e)Disclosure Schedule; (b) Investments held by the Borrower or such Subsidiary in the form of cash or Cash EquivalentsEquivalent Investments; (c) Investments received in accounts, contract rights and chattel paper (each as defined in the UCC), notes receivable and similar items arising or acquired from the sale of Inventory in the ordinary course of business consistent connection with the past practice of the Borrower and its Subsidiaries; (d) Investments received in bankruptcy or reorganization of, or settlement of amounts due to the Borrower or any Subsidiary of the Borrower effected delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (d) Investments consisting of any deferred portion of the sales price received by the Borrower or any Subsidiary in connection with any Disposition permitted under Section 7.2.10; (e) Investments by way of contributions to capital or purchases of Capital Securities (i) by the Borrower in any Wholly-Owned Subsidiaries or by any Subsidiary and Investments of in other Subsidiaries, or (ii) by any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned SubsidiaryBorrower; (f) Investments constituting (i) accounts receivable arising, (ii) trade debt granted, or (iii) deposits made in connection with the purchase price of goods or services, in each case in the ordinary course of business; (g) Investments by way of the acquisition of Capital Securities constituting Permitted Acquisitions permitted under clause (d) of Section 7.2.9; provided that, such Investments shall result in the acquisition of a wholly owned Subsidiary; (h) intercompany loans, advances or guaranties among the Borrower and its Subsidiaries, all to the extent permitted by clause (f) of Section 7.2.2 and clause (e) of this Section 7.2.5; (i) Capital Expenditures reasonably incurred in the ordinary course of business; (j) loans or advances to employees employees, officers or directors in the ordinary course of the Borrower or any of its Subsidiaries (or guaranties of loans and advances made by a third party to employees business of the Borrower or any of its Subsidiaries) , in each case only as permitted by Applicable Law, including Section 402 of the Sarbanes Oxley Act of 2002, but in any event not to exceed $100,000 in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any time; (g) Investments constituting Guaranty Obligations permitted by Section 7.01; (hk) Investments in connection with a Permitted Acquisition; U.S. Persons (iother than Obligors or any Person owning, controlling or managing, directly or indirectly an Obligor) Investments in Rabbi Trusts that are not Subsidiaries in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto); (j) Investments in the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04; (k) Investments made in connection with the Foreign Subsidiary Reorganization1,000,000 at any time outstanding; and (l) other Investments in an amount not constituting Acquisitions by to exceed $1,000,000 over the Borrower or any Subsidiary made after the Closing Dateterm of this Agreement; provided that, (m) any Investment that when made complies with the aggregate outstanding amount requirements of all Investments the definition of the term “Cash Equivalent Investment” may continue to be held notwithstanding that such Investment if made pursuant to this clause thereafter would not comply with such requirements; and (n) no Investment otherwise permitted by clauses (g), (h), (j), (k) or (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of permitted to be made if any portion of such Investment repaid to the investor as a dividend, repayment of loan Default or advance, release Borrowing Base Deficiency has occurred and is continuing or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investmentwould result therefrom.

Investments. The Borrower shall notMake any Investments, and shall not permit any of its Subsidiaries to, directly or indirectly make or maintain any Investment except for the followingexcept: (a) Investments existing on the Closing Date and disclosed on Schedule 7.03, and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e)Cash Equivalents; (b) Investments held by existing on the Borrower or such Subsidiary in the form of cash or Cash Equivalentsdate hereof and listed on Schedule 7.8; (c) Investments in accounts, contract rights Loan Parties (including any Person that becomes a Loan Party immediately after giving effect to and chattel paper (each as defined a result of such Investment) and Investments by any Restricted Subsidiary that is not a Loan Party in the UCC), notes receivable and similar items arising or acquired from the sale of Inventory in the ordinary course of business consistent with the past practice of the Borrower and its Subsidiariesany other Restricted Subsidiary that is not a Loan Party; (d) Investments received as non-cash consideration in a Disposition made pursuant to and in compliance with Section 7.5; (e) any Investment acquired in exchange for Qualified Capital Stock of the MLP; (f) (i) receivables owing to the MLP or any Restricted Subsidiary if created or acquired in the ordinary course of business, (ii) endorsements for collection or deposit in the ordinary course of business, (iii) securities, instruments or other obligations received in compromise or settlement of amounts due debts created in the ordinary course of business, or by reason of a composition or readjustment of debts or bankruptcy or reorganization of another Person, or in satisfaction claims and judgments and (iv) any Investment as a result of a foreclosure by the MLP or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default; (g) Investments made pursuant to surety bonds, reclamation bonds, performance bonds, bid bonds, appeal bonds and similar obligations, in each case, to the Borrower extent such surety bonds, reclamation bonds, performance bonds, bid bonds, appeal bonds and similar obligations permitted under this Agreement; (h) payroll, travel and other loans or advances to, or Guarantee Obligations issued to support the obligations of, current or former officers, managers, directors, consultants and employees of the General Partner, the MLP or any Subsidiary Restricted Subsidiary, in each case in the ordinary course of business or consistent with past practice in an aggregate principal amount not to exceed $5,000,000 at any one time outstanding; (i) Investments in Permitted Businesses, Unrestricted Subsidiaries and joint ventures in an aggregate outstanding amount, taken together with all other Investments made in reliance on this clause (i), not to exceed the greater of (i) $125,000,000 and (ii) 14.0% of Consolidated Net Tangible Assets (determined at the time of such Investment); provided, however, that if any Investment pursuant to this clause (i) is made in a Person that is not a Loan Party at the date of the Borrower effected 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 (c) above and shall cease to have been made pursuant to this clause (i) for so long as such Person continues to be a Loan Party; (j) extensions of credit to customers, suppliers and joint venture partners in the ordinary course of business; (ek) Investments by the Borrower in any Wholly-Owned Subsidiary consisting of purchases and Investments of any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned Subsidiary; (f) loans or advances to employees of the Borrower or any of its Subsidiaries (or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Subsidiaries) acquisitions, in the ordinary course of business; provided, that of inventory, supplies, material or equipment or the aggregate principal amount licensing or contribution from any other Person of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any timeintellectual property; (gl) Investments constituting Guaranty Obligations permitted by Section 7.01[reserved]; (hm) Hedging Agreements of the MLP or any Restricted Subsidiary not entered into for speculation and deposits and margin payments made in connection herewith; (n) Investments resulting from pledges and deposits permitted under the definition of “Permitted Liens”; (o) Investments consisting of indemnification obligations in connection respect of performance bonds, bid bonds, appeal bonds, surety bonds, reclamation bonds and completion guarantees and similar obligations under any Mining Law or Environmental Law or with respect to workers’ compensation benefits, in each case entered into in the ordinary course of business, and pledges or deposits made in the ordinary course of business in support of obligations under existing coal sales contracts (and extensions or renewals thereof on similar terms); (p) any Investments owned by a Permitted AcquisitionPerson at the time it is acquired by the MLP or a Restricted Subsidiary to the extent not made in contemplation of such acquisition; (i) Guarantee Obligations issued in accordance with Section 7.2 and (ii) guarantees of performance or other obligations (other than Indebtedness) arising in the ordinary course of business or consistent with past practice; (r) [reserved]; (s) Investments pursuant to or contemplated by any contractual obligations in Rabbi Trusts respect of the Transaction Documentation as in effect on the Closing Date, and as amended or modified thereafter on terms that are not materially less favorable to the MLP and its Restricted Subsidiaries, taken as a whole, considered in the aggregate taking into account all such substantially contemporaneous amendments and modifications of the Transaction Documentation; (t) [reserved]; (u) any Investment acquired as a capital contribution to the MLP or any Restricted Subsidiary, or made in exchange for, or out of the net cash proceeds of, a substantially concurrent offering (with any offering within 45 days deemed as substantially concurrent) of Qualified Capital Stock of the MLP; and (v) other Investments in an aggregate outstanding amount not to exceed at the time made the greater of (i) $15,000,000 75,000,000 and (plus income ii) 8.5% of Consolidated Net Tangible Assets determined at such date so long as: (A) immediately before and capital growth with respect thereto); after giving Pro Forma Basis effect to any such Investment, no Event of Default shall have occurred and be continuing and (jB) Investments in the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04; sum of (k1) Investments made in connection with the Foreign Subsidiary Reorganization; and (l) other Investments not constituting Acquisitions by the Borrower or any Subsidiary made after the Closing Date; provided that the aggregate outstanding amount of all Investments made pursuant to this clause (l) the aggregate Available Revolving Commitments at a such time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion making of such Investment repaid and any financing thereof) and (2) the aggregate amount of cash and Cash Equivalents of the Loan Parties (in each case, free and clear of all Liens, other than (i) involuntary or inchoate Liens, (ii) Liens securing the Obligations and (iii) Liens permitted under Section 7.3 (n) that are unperfected, junior to or pari passu with the investor Liens securing the Obligations and subject to an intercreditor agreement with the Administrative Agent) included in the consolidated balance sheet of the Loan Parties as a dividend, repayment of loan such date shall equal or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investmentexceed $50,000,000.

Investments. The Borrower Borrowers and the Subsidiary Guarantors shall not, and nor shall not they permit any of its their Subsidiaries to, directly or indirectly to make or maintain own any Investment except for the followingin any Person except: (a) Investments existing on the Closing Date and disclosed on Schedule 7.03, and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e); (b) Investments held by the Borrower or such Subsidiary in the form of cash Cash or Cash Equivalents; (b) (i) equity Investments owned as of the Closing Date in any Subsidiary, (ii) Investments made after the Closing Date in Subsidiaries that are Loan Parties and (iii) equity Investments by a Loan Party in a non-Loan Party consisting of the Capital Stock of any Person which is not a Loan Party; (c) Investments (i) constituting deposits, prepayments and other credits to suppliers, (ii) made in accountsconnection with obtaining, contract rights maintaining or renewing client and chattel paper customer contracts and (each as defined iii) in the UCC)form of advances made to distributors, notes receivable suppliers, licensors and similar items arising or acquired from the sale of Inventory licensees, in the ordinary course of business consistent with the past practice of the Borrower and its Subsidiaries; (d) Investments received in settlement of amounts due to the Borrower or any Subsidiary of the Borrower effected each case, in the ordinary course of business; (ed) Investments by the Borrower in any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned Subsidiary; (f) loans or advances to employees of the Borrower or any of its Subsidiaries (or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Subsidiaries) in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any time; (g) Investments constituting Guaranty Obligations permitted by Section 7.01; (h) Investments in connection with a Permitted Acquisition; (i) Investments by any Subsidiary that is not a Loan Party in Rabbi Trusts in an aggregate amount any other Subsidiary that is not to exceed $15,000,000 a Loan Party and (plus income and capital growth with respect thereto); (jii) Investments in the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04; (k) Investments made in connection with the Foreign Subsidiary Reorganization; and (l) other Investments not constituting Acquisitions by the any Borrower or any Subsidiary made after Guarantor in any Subsidiary that is not a Loan Party so long as, in the Closing Date; provided that the aggregate outstanding amount case of all Investments made pursuant to this clause (l) at a time when ii), the Leverage Ratio (after giving pro forma effect to aggregate amount of any such Investments and outstanding at any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall time does not exceed 10the greater of $100,000,000 and 3.00% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP Consolidated Total Assets as of the last day of the immediately preceding Fiscal Year; provided further last Test Period for which financial statements have been delivered pursuant to Section 5.01; (e) (i) Permitted Acquisitions and (ii) Investments in any Subsidiary that upon request is not a Loan Party in an amount required to permit such Subsidiary to consummate a Permitted Acquisition (so long as the consideration for such Permitted Acquisition shall be included for the purposes of calculating any amount available for Permitted Acquisitions pursuant to clause (d) of the proviso to the definition of “Permitted Acquisition” (without regard to the proviso contained in such clause (d))); (f) Investments existing on, or contractually committed to as of, the First Amendment Effective Date and described in Schedule 6.07 and any modification, replacement, renewal or extension thereof so long as any such modification, renewal or extension thereof does not increase the amount of such Investment except by the Administrative Agent at terms thereof or as otherwise permitted by this Section 6.07; (g) Investments received in lieu of Cash in connection with any time the Leverage Ratio is greater than asset sale permitted by Section 6.08; (h) loans or equal advances to 2.00 to 1.00officers, directors, employees, consultants or independent contractors of any Parent Company, the Borrower shall deliver Agent or its Subsidiaries to the Administrative extent permitted by Requirements of Law, in connection with such Person’s purchase of Capital Stock of any Parent Company, in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; (i) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business; (j) Investments consisting of Indebtedness permitted under Section 6.01 (other than Indebtedness permitted under Sections 6.01(b) and (h)), Permitted Liens, Restricted Payments permitted under Section 6.05 (other than Section 6.05(a)(ix)), Restricted Debt Payments permitted by Section 6.05 and mergers, consolidations or asset sales or dispositions permitted by Section 6.08 (other than Section 6.08(a) (if made in reliance on sub-clause (ii)(y)), Section 6.08(b) (if made in reliance on clause (ii)) and Section 6.08(c)(i) (if made in reliance on the proviso therein) and Section 6.08(g)); (k) Investments in the ordinary course of business consisting of endorsements for collection or deposit and customary trade arrangements with customers; (l) Investments (including debt obligations and Capital Stock) received (i) in connection with the bankruptcy or reorganization of any Person, (ii) in settlement of delinquent obligations of, or other disputes with, customers, suppliers and other financially troubled account debtors arising in the ordinary course of business and/or (iii) upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances of payroll payments or other compensation to employees, officers, directors, consultants or independent contractors of any Parent Company (to the extent attributable to the ownership or operation of the Borrower Agent and its Subsidiaries), the Borrower Agent or any Subsidiary in the ordinary course of business; (n) Investments to the extent that payment for such Investments is made solely with Capital Stock (other than Disqualified Capital Stock) of Holdings or any Parent Company, in each case, to the extent not resulting in a schedule Change of all then-outstanding Control; (o) Investments of any Person acquired by, or merged into or consolidated or amalgamated with, either Borrower or any Subsidiary pursuant to an Investment otherwise permitted by this Section 6.07 after the Closing Date to the extent that such Investments of such Person were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation and any modification, replacement, renewal or extension thereof so long as any such modification, renewal or extension thereof does not increase the amount of such Investment except as otherwise permitted by this Section 6.07 (it being understood that the “grandfathering” of Investments pursuant to this clause (lo) is not intended to limit the application of clause (d) of the definition of “Permitted Acquisition” to existing Investments in non-Loan Parties acquired pursuant to a Permitted Acquisition); (p) the Transactions; (q) Investments made after the First Amendment Effective Date by the Borrower Agent and its Subsidiaries in an aggregate principal amount at a any time when outstanding not to exceed the Leverage Ratio was less than 2.00 greater of $50,000,000 and 1.50% of the Consolidated Total Assets as of the last day of the last Test Period for which financial statements have been delivered pursuant to 1.00. For purposes Section 5.01; (r) Investments made after the Closing Date by the Borrower Agent and its Subsidiaries; provided that as of covenant compliancethe date of such Investment and after giving effect thereto, the amount of as to any Investment shall be the original cost of such Investment, minus the amount Payment Conditions are satisfied; (s) Guarantees of leases (other than Capital Leases) or of other obligations not constituting Indebtedness, in each case in the ordinary course of business; (t) Investments in Holdings in amounts and for purposes for which Restricted Payments to Holdings are permitted under Section 6.05(a); provided that any portion such Investments made as provided above in lieu of such Investment repaid Restricted Payments shall reduce availability under any applicable Restricted Payment basket under Section 6.05(a); (u) Investments made by any Subsidiary that is not a Loan Party to the investor as extent such Investments are made with the proceeds received by such Subsidiary from an Investment made by a dividend, repayment Loan Party in such Subsidiary pursuant to this Section 6.07 (other than Investments pursuant to clause (ii) of loan Section 6.07(e)); (v) Investments under any Derivative Transactions permitted to be entered into under Section 6.01; and (w) loans or advance, release or discharge advances in favor of a guarantee or other obligation or other transfer franchisees of property or return the Borrowers and their respective Subsidiaries made in the ordinary course of capital, as the case may be, but without business in an aggregate principal amount not to exceed $15,000,000 at any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investmentone time outstanding.

Investments. The Borrower shall notMake any advance, and shall not permit any loan, extension of its Subsidiaries credit (by way of guaranty or otherwise) or capital contribution to, directly or indirectly purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or all or substantially all of the assets constituting an ongoing business from, or make or maintain any Investment except for the following: (a) Investments existing on the Closing Date and disclosed on Schedule 7.03other investment in, and any refinancings other Person, other than guarantees of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e); (b) Investments held by the Borrower or such Subsidiary in the form of cash or Cash Equivalents; (c) Investments in accounts, contract rights and chattel paper (each as defined in the UCC), notes receivable and similar items arising or acquired from the sale of Inventory operating leases in the ordinary course of business consistent with the past practice (all of the Borrower and its Subsidiaries;foregoing, “Investments”), except: (da) Investments received in settlement extensions of amounts due to the Borrower or any Subsidiary of the Borrower effected trade credit in the ordinary course of business; (eb) Investments by the Borrower in any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned SubsidiaryCash Equivalents; (fc) Investments arising in connection with the incurrence of Indebtedness permitted by Sections 7.03(b), (e) and (h); (d) loans or and advances to employees of the Parent, Holdings, the Borrower or any of its Restricted Subsidiaries in the ordinary course of business in an aggregate amount (or guaranties for the Parent, Holdings, the Borrower and all such Restricted Subsidiaries) not to exceed $2,000,000 (excluding (for purposes of loans such cap) travel and advances made entertainment expenses, but including relocation expenses) at any one time outstanding; (e) Investments (other than those relating to the incurrence of Indebtedness permitted by a third party to employees of Section 7.03(c)) by the Borrower or any of its Subsidiaries) Restricted Subsidiaries in the ordinary course Borrower or any Person that, prior to such Investment, is a Subsidiary Guarantor or is a Subsidiary that becomes a Subsidiary Guarantor at the time of business; provided, that such Investment; (f) Permitted Acquisitions by the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any timeBorrower; (g) Investments constituting Guaranty Obligations permitted loans by Section 7.01the Borrower or any of its Restricted Subsidiaries to the officers or directors of the Parent, Holdings, the Borrower or any of its Restricted Subsidiaries in connection with management incentive plans; provided that such loans represent cashless transactions pursuant to which such officers or directors directly invest the proceeds of such loans in the Equity Interests of the Parent; (h) as long as no Specified Event of Default has occurred and is continuing, Investments by the Borrower and its Restricted Subsidiaries in connection with a Permitted Acquisitionjoint ventures or similar arrangements in an aggregate amount (for the Borrower and all Restricted Subsidiaries) not to exceed $5,000,000 at any one time outstanding; (i) Investments (including debt obligations) received in Rabbi Trusts the ordinary course of business by the Borrower or any Restricted Subsidiary in an aggregate amount not to exceed $15,000,000 (plus income connection with the bankruptcy or reorganization of suppliers and capital growth with respect thereto)customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising out of the ordinary course of business; (j) Investments by any Non-Guarantor Subsidiary in the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04any other Non-Guarantor Subsidiary; (k) Investments in existence on the Closing Date and listed on Schedule 7.02; (l) Investments of the Borrower or any Restricted Subsidiary under Hedge Agreements permitted hereunder; (m) Investments of any Person in existence at the time such Person becomes a Restricted Subsidiary; provided that such Investment was not made in connection with or anticipation of such Person becoming a Restricted Subsidiary; provided, that Investments in Non-Guarantor Subsidiaries and joint ventures permitted under this clause (m) shall be subject to the Foreign Subsidiary Reorganization; andbaskets applicable thereto in Sections 7.02(h) and 7.02(o); (ln) Subsidiaries of the Borrower may be established or created, if (i) to the extent such new Subsidiary is a Domestic Subsidiary, the Borrower and such Subsidiary comply with the provisions of Section 6.11(c) and (ii) to the extent such new Subsidiary is a Foreign Subsidiary, the Borrower complies with the provisions of Section 6.11(d); provided that, in each case, to the extent such new Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to an acquisition or Investment permitted by Section 7.02(f), 7.02(p), 7.02(w) or 7.02(x), and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transactions, such new Subsidiary shall not be required to take the actions set forth in Section 6.11(c) or 6.11(d), as applicable, until the respective acquisition is consummated (at which time the surviving entity of the respective merger transaction shall be required to so comply within ten Business Days); (o) as long as no Specified Event of Default has occurred and is continuing, Investments not constituting Acquisitions by the Borrower or any Subsidiary made after Guarantor in any Non-Guarantor Subsidiary in an aggregate amount (for the Closing DateBorrower and all Subsidiary Guarantors) not to exceed $5,000,000 less the amount of Indebtedness incurred pursuant to Section 7.03(h) at any time outstanding; (p) Investments arising directly out of the receipt by the Borrower or any Restricted Subsidiary of non-cash consideration for any sale of assets (other than assets of the type included in the Borrowing Base) permitted under Section 7.05; provided that the aggregate outstanding amount of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred non-cash consideration shall in connection therewith) was greater than or equal to 2.00 to 1.00 shall not no event exceed 1025% of the consolidated total assets consideration received for such sale; (q) Investments resulting from pledges and deposits referred to in Sections 7.02(c) and (d); (r) the forgiveness or conversion to equity of any Indebtedness permitted by Section 7.03(b), (e) or (h); (s) any Investment in a Foreign Subsidiary to the extent such Investment is substantially contemporaneously repaid in full with a dividend or other distribution from such Foreign Subsidiary; (t) Guarantee Obligations permitted by Section 7.03 and any payments made in respect of such Guarantees Obligations; and (u) other Investments of the Borrower types not described above, provided that the Payment Conditions are satisfied at the time of making any such Investment. It is further understood and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further agreed that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For for purposes of covenant compliancedetermining the value of any Investment outstanding for purposes of this Section 7.02, such amount shall deemed to be the amount of such Investment when made, purchased or acquired less any returns on such Investment shall be (not to exceed the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investmentinvested).

Investments. The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly make or maintain any Investment except for the following: (ai) Investments existing on the Closing Date and disclosed on Schedule 7.03, and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e); (b) Investments held by the Borrower or such Subsidiary in the form of cash or and Cash Equivalents;, (cii) made 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 each case consistent with past practices, (iii) Investments (including debt obligations and Equity Interests) received in accountsconnection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, contract rights or other disputes with, customers and chattel paper (each as defined suppliers arising in the UCC)ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment, notes receivable in each case only to the extent reasonably necessary in order to prevent or limit loss, (iv) in any Special Entity, so long as in each case such Investments are (A) made in the ordinary course of business to fund operating expenses (including, without limitation, purchases of inventory in the ordinary course of business and similar items arising or acquired from the sale of Inventory capital expenditures incurred in the ordinary course of business consistent with past practices but only to the extent they are Ordinary Capital Expenditures) of such Special Entity, (B) consistent with past practice practices of the Borrower, its Subsidiaries and such Special Entities and (C) either (I) not in excess of $25,000,000 in the aggregate at any time outstanding or (II) otherwise made pursuant to agreements, documents or other instruments pursuant to which the Borrower or such Subsidiary shall have a commitment to fund and its Subsidiariesin respect of which the Borrower shall, upon the request of the Administrative Agent, use commercially reasonable efforts to cause the Administrative Agent, for the benefit of itself and the other Lenders, to have a perfected first Lien within thirty (30) days (or such longer time period as the Administrative Agent may agree) following the date of any such Investment under this subclause (II) (and subject to an agreement among the Administrative Agent on behalf of the Lenders on the one hand, and the administrative agent on behalf of the lenders under the Parent Credit Agreement, the CoBank Borrower Term Loan Facility or the CoBank Parent Term Loan Facility, as applicable, on the other hand, regarding such Liens), but in no event shall the aggregate amount of all Investments made under this subclause (II) exceed $50,000,000; (dv) Investments received consisting of extensions of credit in settlement the nature of amounts due to accounts receivable or notes receivable arising from the Borrower or any Subsidiary grant of the Borrower effected trade credit in the ordinary course of businessbusiness and consistent with past practices; (e) Investments by the Borrower in any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned Subsidiary; (f) loans or advances to employees of the Borrower or any of its Subsidiaries (or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Subsidiaries) in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any time; (g) Investments constituting Guaranty Obligations permitted by Section 7.01; (h) Investments in connection with a Permitted Acquisition; (i) Investments in Rabbi Trusts in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto); (j) Investments in the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04; (k) Investments made in connection with the Foreign Subsidiary Reorganization; and (l) other Investments not constituting Acquisitions by the Borrower or any Subsidiary made after the Closing Date; provided that the aggregate outstanding amount of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investment.

Investments. The Borrower shall not, and shall not permit any of its Subsidiaries to, either directly or indirectly indirectly, make or maintain have outstanding any Investment except for the followingInvestment, except: (a) Investments existing on the Closing Date and disclosed on Schedule 7.03, and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e); (b) Investments held contributions by the Borrower to the capital of any Subsidiary or such Subsidiary Guarantor which has granted a first perfected security interest in the form all of cash or Cash Equivalents; (c) Investments its assets in accounts, contract rights and chattel paper (each as defined in the UCC), notes receivable and similar items arising or acquired from the sale of Inventory in the ordinary course of business consistent with the past practice favor of the Borrower and its Subsidiaries; (d) Investments received in settlement of amounts due Bank, or by any Subsidiary to the Borrower or any Subsidiary of the Borrower effected in the ordinary course of business; (e) Investments by the Borrower in any Wholly-Owned Subsidiary and Investments capital of any Wholly-Owned Subsidiary in the Borrower or in another other domestic Wholly-Owned Subsidiary; (b) Investments constituting Debt permitted by Section 9.1; (c) Cash Equivalent Investments with the first Five Million and 00/100 Dollars ($5,000,000.00) Borrower has to be held at the Bank; (d) Payroll accounts and certain other accounts held at other banking institutions not to exceed an aggregate amount of Two Hundred Thousand and 00/100 Dollars ($200,000.00); (e) Investments in securities of Account Debtors received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such account debtors; (f) loans Investments in any Subsidiary, Affiliate or advances third party entity, which is not either (a) Born Heaters Canada or (b) a Guarantor, shall be limited to employees an aggregate amount of Twelve Million and 00/100 Dollars ($12,000,000.00) as reported on the balance sheet of the Borrower Borrower. For purposes of this Section 9.3(f), Section 9.3(g) and Section 9.3(h) hereof, investments shall include accounts receivable, loans, guarantees, letters of credit or any of its Subsidiaries (contingent liability used to support obligations, equity investments or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Subsidiaries) in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any timeadvances; (g) Investments constituting Guaranty Obligations permitted by Using the definition of investments set forth in Section 7.01;9.3(f) hereof, investments in Born Heaters Canada (subject to the pledge of the assets of Born Heaters Canada to the Bank per Section 3.2(a)(i) hereof) or any Guarantor. (h) Investments Subject to the aggregate limitations set forth in connection with a Permitted AcquisitionSection 9.3(f) hereof and using the definition of investments set forth in Section 9.3(f) hereof, investments in ARB ECUADOR shall be limited to Six Million and 00/100 Dollars ($6,000,000.00); investments, in ARB ARENDAL shall be limited to Eight Million and 00/100 Dollars ($8,000,000.00); and investments in any new foreign entity created after the Closing shall be limited to Five Million and 00/100 Dollars ($5,000,000.00); (i) Investments Excess Cash to be invested in Rabbi Trusts in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto);instruments rated at least A-l by Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or P-l by Xxxxx’x Investors Service, Inc.; and (j) Investments in the nature ofAdvances and/or loans to employees or shareholders up to Five Hundred Thousand and 00/100 Dollars ($500,000.00). provided, and arising directly as a result ofhowever, consideration received in connection with an Asset Sale that (i) any Investment which when made in compliance with Section 7.04; (k) Investments made in connection complies with the Foreign Subsidiary Reorganizationrequirements of the definition of the term “Cash Equivalent Investment” may continue to be held notwithstanding that such Investment if made thereafter would not comply with such requirements; and and (lii) other Investments not constituting Acquisitions no Investment otherwise permitted by subsections (b) or (c) shall be permitted to be made if, immediately before or after giving effect thereto, any Event of Default or Unmatured Event of Default exists. If any Event of Default or Unmatured Event of Default exists, then the Borrower or any Subsidiary made after the Closing Date; provided that the aggregate outstanding amount of all Investments made must return Excess Cash invested pursuant to this clause (lSection 9.3(i) to the Bank at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% request of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such InvestmentBank.

Investments. The Borrower shall will not, and shall will not permit any of its Subsidiaries to, directly make, incur, assume or indirectly make or maintain suffer to exist any Investment except for the followingin any other Person, except: (a) Investments existing on the Closing Restatement Effective Date and disclosed on Schedule 7.03, and any refinancings identified in Item 7.2.5(a) (“Ongoing Investments”) of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e)Disclosure Schedule; (b) Investments held by the Borrower or such Subsidiary in the form of cash or Cash EquivalentsEquivalent Investments; (c) without duplication, Investments in accounts, contract rights and chattel paper (each permitted as defined in the UCC), notes receivable and similar items arising or acquired from the sale of Inventory in the ordinary course of business consistent with the past practice of the Borrower and its SubsidiariesIndebtedness pursuant to Section 7.2.2; (d) without duplication, Investments received in settlement of amounts due to the Borrower or any Subsidiary of the Borrower effected in the ordinary course of businesspermitted as Capital Expenditures; (e) Investments by the Borrower in any Wholly-Owned Subsidiary and Investments of its Subsidiaries (i) which have executed Guaranties, or by any Wholly-Owned such Subsidiary in the Borrower or in another Wholly-Owned Subsidiary; (f) loans or advances to employees of the Borrower or any of its Subsidiaries which have executed Guaranties, by way of contributions to capital and (or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Subsidiariesii) in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall which have not exceed $1,000,000 at any time; (g) Investments constituting Guaranty Obligations permitted by Section 7.01; (h) Investments in connection with a Permitted Acquisition; (i) Investments in Rabbi Trusts executed Guaranties in an aggregate amount not to exceed $15,000,000 60,000,000, or by any such Subsidiary in any of its Subsidiaries, by way of contributions to capital; (plus income and f) Investments made by the Borrower or any of its Subsidiaries, solely with proceeds which have been contributed, directly or indirectly, to such Subsidiary as cash equity from holders of the Borrower’s common stock for the purpose of making an Investment identified in a notice to the Administrative Agent on or prior to the date that such capital growth with respect thereto)contribution is made; (g) Investments by the Borrower or any of its Subsidiaries to the extent the consideration received pursuant to clause (b)(i) of Section 7.2.9 is not all cash; (h) [reserved]; (i) other Investments made by the Borrower or any of the Guarantors in an aggregate amount not to exceed $60,000,000; (j) other Investments made by any Non-Guarantor Subsidiary in the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04another Non-Guarantor Subsidiary; (k) other Investments made in connection with the Foreign Subsidiary Reorganization; and (l) other Investments not constituting Acquisitions by the Borrower or any Subsidiary made after in Qualified Assets, to the Closing Date; provided that the aggregate outstanding amount extent permitted under clause (b) of all Investments made pursuant to this clause Section 3.1.1; (l) at a time Investments made by the Borrower in the Designated Subsidiary in an aggregate amount not to exceed $1,500,000; (m) Investments permitted under Section 7.2.6; (n) Investments by the Borrower or any Subsidiary constituting Permitted Acquisitions; and (o) [INTENTIONALLY OMITTED]. provided, however, that (i) any Investment which when made complies with the Leverage Ratio requirements of the definition of the term “Cash Equivalent Investment” may continue to be held notwithstanding that such Investment if made thereafter would not comply with such requirements; (ii) the Investments permitted above shall only be permitted to be made to the extent not prohibited in whole or in part by the terms of any Subordinated Debt or Sub Debt Document; (iii) no Investment otherwise permitted by clause (e), (f), (g) or (i) shall be permitted to be made if, immediately before or after giving pro forma effect to such Investments thereto, any Default shall have occurred and any Indebtedness incurred in connection therewithbe continuing; and (iv) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, except as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this permitted under clause (la) at a time when above, no more than $2,000,000 of Investments may be made in the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, Designated Subsidiary unless the amount of any Investment Designated Subsidiary shall be have taken the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases actions set forth in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such InvestmentSection 7.1.7.

Investments. The Borrower No Credit Party shall, nor shall not, and shall not it permit any of its Subsidiaries to, directly or indirectly indirectly, make or maintain own any Investment except for the followingin any Person, including any Joint Venture, except: (a) Investments existing on the Closing Date in Cash and disclosed on Schedule 7.03, and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e)Cash Equivalents; (b) equity Investments held by owned as of the Closing Date in any Subsidiary and Investments made after the Closing Date in Borrower or such Subsidiary in the form of cash or Cash Equivalentsand any Guarantor; (c) Investments (i) in accountsany Securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors and (ii) deposits, contract rights prepayments and chattel paper (each as defined in the UCC), notes receivable and similar items arising or acquired from the sale of Inventory other credits to suppliers made in the ordinary course of business consistent with the past practice practices of the Borrower and its Subsidiaries; (d) Investments received in settlement of amounts due intercompany loans to the extent permitted under Section 6.1(c); (e) loans and advances to employees of Borrower or any Subsidiary of the Borrower effected and its Subsidiaries (i) made in the ordinary course of business; (e) Investments by the Borrower business in any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned Subsidiary; (f) loans or advances to employees of the Borrower or any of its Subsidiaries (or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Subsidiaries) in the ordinary course of business; provided, that the an aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not to exceed $1,000,000 250,000 in the aggregate outstanding at any time or (ii) made in connection with the purchase of equity by such employee in an aggregate principal amount not to exceed $4,000,000 in the aggregate outstanding at any time; (f) Permitted Acquisitions permitted pursuant to Section 6.8; (g) Investments constituting Guaranty Obligations permitted by Section 7.01described in Schedule 6.6; (h) Investments in connection with Investment Funds in the capacity of a Permitted Acquisitiongeneral partner or similar investor; provided that any Investment made pursuant to this clause (h) shall not be in excess of an amount that is legally or contractually required pursuant to the Investment Fund Documents; (i) Investments in Rabbi Trusts in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto)Hedge Agreements which constitute Investments; (j) mergers and consolidations in compliance with Section 6.8; (k) Investments in the nature of, and arising directly made by Borrower or any Subsidiary as a result of, of consideration received in connection with an Asset Sale made in compliance with Section 7.046.8; (k) Investments made in connection with the Foreign Subsidiary Reorganization; and (l) other Investments in Foreign Subsidiaries in an aggregate amount at any time outstanding not constituting Acquisitions by to exceed the Borrower or greater of (x) $10,000,000 and (y) 15% of Consolidated Adjusted EBITDA for the Test Period; (m) other Investments in an aggregate amount at any Subsidiary made after time outstanding not to exceed the Closing Dategreater of (x) $15,000,000 and (y) 20% of Consolidated Adjusted EBITDA for the Test Period; (n) Investments in an amount not to exceed (i) $15,000,000, plus (ii) additional amounts not to exceed the Available Amount as in effect immediately prior to the making of such Investment; provided that that, in the aggregate outstanding amount case of all Investments any Investment made pursuant to in reliance on this clause (lii), (x) at a time when the Leverage Ratio (no Event of Default shall exist and be continuing or would exist after giving pro forma effect to such Investments Investment and any Indebtedness incurred (y) Borrower shall be in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of pro forma compliance with the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP Financial Covenant as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment. Notwithstanding the foregoing, minus in no event shall any Credit Party make any Investment which results in or facilitates in any manner any Restricted Junior Payment not otherwise permitted under the amount terms of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such InvestmentSection 6.4.

Investments. The Borrower shall notMake any Investments, and shall not permit any of its Subsidiaries to, directly or indirectly make or maintain any Investment except for the followingexcept: (a) Investments existing on the Closing Date and disclosed on Schedule 7.03, and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e); (b) Investments held by the Borrower or such Subsidiary by any of its Subsidiaries in the form of cash or Cash Equivalentscash equivalents; (cb) Investments in accounts, contract rights loans and chattel paper (each as defined in the UCC), notes receivable and similar items arising or acquired advances from the sale of Inventory time to time made in the ordinary course of business consistent with the past practice to officers, directors and employees of the Borrower and or of any of its Subsidiaries; provided, however, that the aggregate outstanding principal amount of all of such loans and advances to all such Persons shall not at any time exceed $5,000,000; (c) pledges and deposits permitted by clause (c) or by clause (d) of Section 7.01; (d) Investments received Investments, including loans and advances, by the Borrower in settlement or to any Wholly-Owned Subsidiary of amounts due the Borrower (other than Finsub), and Investments, including loans and advances, by any Wholly-Owned Subsidiary of the Borrower in or to the Borrower or in or to any other Wholly-Owned Subsidiary of the Borrower effected (other than Finsub); (e) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business; (e) Investments by the Borrower in any Wholly-Owned Subsidiary , and Investments of any Wholly-Owned Subsidiary received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the Borrower extent reasonably necessary in order to prevent or in another Wholly-Owned Subsidiarylimit loss; (f) loans or advances to employees of the Borrower or any of its Subsidiaries (or guaranties of loans and advances made Guarantees permitted by a third party to employees of the Borrower or any of its Subsidiaries) in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any timeSection 7.03; (g) Investments, including loans and advances, made in or to the Borrower or in or to any of the Subsidiaries of the Borrower pursuant to and upon the terms contained in the Receivables Program Documents; provided, however, that each of such Investments constituting Guaranty Obligations shall, at the time made, be permitted by the provisions of Section 7.017.01 and Section 7.03; (h) Investments in connection with a Permitted Acquisition; (i) Investments in Rabbi Trusts in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto); (j) Investments in the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04; (k) Investments made in connection with the Foreign Subsidiary Reorganization; and (l) other Investments not constituting Acquisitions by the Borrower or by any Subsidiary of its Subsidiaries; provided, however, that: (i) with respect to any Acquisition involving the acquisition of the ownership or Control of Equity Interests of any Person, such Acquisition shall be made on a negotiated basis with the approval of the board of directors (or equivalent governing body) of the Person to be acquired and, if necessary, the approval of the shareholders of the Person to be acquired; and (ii) if the aggregate fair market value of all of the consideration paid or payable for or with respect to any such Acquisition shall exceed $250,000,000, then the Borrower shall have delivered to the Administrative Agent, not less than five (5) Business Days prior to the completion of such Acquisition, a certificate of a Responsible Officer of the Borrower stating that, immediately after giving effect on a Pro Forma Basis to such Acquisition (A) the Borrower shall be in compliance with the financial covenants set forth in Section 7.11, and (B) both immediately before and immediately after giving effect to such Acquisition, no Default shall be continuing or shall result therefrom; and (i) other Investments not otherwise permitted by any of the other clauses of this Section 7.02; provided, however, that the aggregate amount (determined on a consolidated basis for the Borrower and its Subsidiaries) of all of the Investments so made after the Closing Date; provided that the aggregate outstanding amount of all Investments made Date pursuant to this clause (li) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investment$250,000,000.

Investments. The Borrower No Credit Party shall, nor shall not, and shall not it permit any of its Subsidiaries to, directly or indirectly indirectly, make or maintain own any Investment in any Person, including any joint venture and any Foreign Subsidiary, except for the following:(subject to Section 8.12): (a) Investments existing on in cash and Cash Equivalents and deposit accounts or securities accounts in connection therewith; (b) equity Investments owned as of the Closing Sixth Amendment Effective Date in any Subsidiary; (i) Investments by (A) any Credit Party in any other Credit Party; and disclosed on Schedule 7.03(B) any Non-Guarantor Subsidiary in any other Non-Guarantor Subsidiary, (ii) Permitted Non-Credit Party Investments, and (iii) any refinancings of such Investments Non-Guarantor Subsidiary in any Credit Party to the extent constituting Indebtedness otherwise of such Credit Party permitted under by Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e8.1(e)(ii); (bd) Investments held by existing on the Borrower or such Subsidiary in the form of cash or Cash EquivalentsSixth Amendment Effective Date and described on Schedule 8.5; (ce) Investments in accounts, contract rights and chattel paper constituting Swap Agreements permitted by Section 8.1(f); (each as defined f) Permitted Acquisitions; (g) Guarantees constituting Indebtedness permitted by Section 8.1(d); (h) Investments consisting of extensions of credit in the UCC), nature of accounts receivable or notes receivable and similar items arising or acquired from the sale grant of Inventory trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (i) Investments consisting of loans and advances to directors, officers, members of management or employees of the Borrower and its Subsidiaries made in the ordinary course of business consistent with the past practice of the Borrower and its Subsidiaries(including any refinancings or such loans), in an aggregate amount not to exceed $1,000,000 at any time outstanding; (dj) Investments received in settlement advances of amounts due payroll payments to the Borrower or any Subsidiary of the Borrower effected employees in the ordinary course of business; (ek) Investments by promissory notes and other noncash consideration received in connection with Dispositions permitted pursuant to Section 8.9 (subject to the Borrower in any Wholly-Owned Subsidiary and Investments proviso set forth therein) (l) deposits of any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned Subsidiary; (f) loans or advances to employees of the Borrower or any of its Subsidiaries (or guaranties of loans and advances cash made by a third party to employees of the Borrower or any of its Subsidiaries) in the ordinary course of business; provided, that the aggregate principal amount business to secure performance of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any timeoperating leases; (g) Investments constituting Guaranty Obligations permitted by Section 7.01; (h) Investments in connection with a Permitted Acquisition; (i) Investments in Rabbi Trusts in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto); (j) Investments in the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04; (k) Investments made in connection with the Foreign Subsidiary Reorganization; and (l) other Investments not constituting Acquisitions by the Borrower or any Subsidiary made after the Closing Date; provided that the aggregate outstanding amount of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investment.

Investments. The Borrower shall notMake or hold any Investments, and shall not permit any of its Subsidiaries to, directly or indirectly make or maintain any Investment except for the followingexcept: (a) Investments existing on held by the Closing Date Borrowers and disclosed on Schedule 7.03, and any refinancings their Subsidiaries in the form of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e)Cash Equivalents; (b) Investments held by consisting of advances or loans to directors, officers, employees, agents, customers or suppliers in an aggregate principal amount (including Investments of such type set forth in Schedule 5.08(c)) not to exceed $100,000 at any time outstanding; provided, that all such advances must be in material compliance with applicable Laws, including, but not limited to, the Borrower or such Subsidiary in the form Xxxxxxxx-Xxxxx Act of cash or Cash Equivalents2002, as amended; (c) Investments in accountsany Person which is a Borrower prior to giving effect to such Investment and Investments (whether constituting acquisitions or otherwise) in wholly-owned Subsidiaries of a Borrower (or Persons that will, contract rights and chattel paper (each as defined immediately upon the consummation of such Investment, be wholly-owned Subsidiaries of a Borrower) or in the UCC)assets of such Persons, notes receivable and similar items arising to the extent such Investments are made in Persons or acquired from Property relating to the sale types of Inventory in the ordinary course of business consistent with the past practice of the Borrower and its Subsidiariesbusinesses which are not prohibited by Section 7.07 hereof; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in settlement of amounts due satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof and set forth on Schedule 5.08(c); (g) Investments in (i) undeveloped/speculative land (valued at cost for purposes of this clause (g)) with an aggregate value not greater than ten percent (10.0%) of Total Asset Value; (ii) Investments in Real Properties with respect to which Development Activities are being undertaken by the applicable owner thereof (valued at cost; provided, that all costs and expenses associated with all existing Development Activities (budget to completion) shall be included in determining the aggregate Investment of the Consolidated Parties with respect to such activities) with an aggregate value not greater than ten percent (10.0%) of Total Asset Value; (iii) Real Properties that, as of the date of acquisition, are not subject to a Borrowing Base Lease (valued at book value); and (iv) in non-wholly owned general and limited partnerships, joint ventures and other Persons which are not corporations (valued at book value); provided, however, that the collective aggregate value of the Investments owned pursuant to items (i) through (iv) above (which such valuation shall include any Investments set forth on Schedule 5.08(c) to the extent such Investments are still owned by a Borrower or Subsidiary) shall not at any Subsidiary time exceed twenty-five percent (25.0%) of the Borrower effected Total Asset Value; (h) Deposits made in the ordinary course of business; (ei) Investments by constituting the Borrower acquisition of Real Property which are intended to be and subsequently qualified as Borrowing Base Properties within forty-five (45) days of the date of the acquisition thereof (but until qualified as Borrowing Base Properties, such Real Properties shall otherwise, if applicable, be counted toward the bucket set forth in any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned Subsidiaryclause (g)(iii) above); (fj) loans any Investments received in compromise of obligations of trade creditors or advances to employees of the Borrower or any of its Subsidiaries (or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Subsidiaries) customers that were incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any time;and (gk) any other Investments constituting Guaranty Obligations permitted by Section 7.01; (h) Investments in connection with a Permitted Acquisition; (i) Investments in Rabbi Trusts in an aggregate amount not to to, at any time, exceed $15,000,000 (plus income 25,000,000, so long as immediately prior to and capital growth with respect thereto); (j) Investments in the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04; (k) Investments made in connection with the Foreign Subsidiary Reorganization; and (l) other Investments not constituting Acquisitions by the Borrower or immediately after making any Subsidiary made after the Closing Date; provided that the aggregate outstanding amount of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus no Default exists or would reasonably be expected to exist, including a Default resulting from a failure to comply with the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases covenant in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such InvestmentSection 7.07.

Investments. The Borrower shall Holdings will not, and shall will not permit any of its Subsidiaries to, directly purchase, make, incur, assume or indirectly make or maintain permit to exist any Investment except for the followingin any other Person, except: (a) Investments existing on the Closing Date and disclosed on identified in Schedule 7.03, 7.05(a) and restructurings or exchanges in respect of any refinancings such Investment that do not increase the principal amount of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e)Investment; (b) Investments held by the Borrower or such Subsidiary in the form of cash or Cash and Cash Equivalents; (c) Investments received in accounts, contract rights and chattel paper (each as defined in the UCC), notes receivable and similar items arising or acquired from the sale of Inventory in the ordinary course of business consistent connection with the past practice of the Borrower and its Subsidiaries; (d) Investments received in bankruptcy or reorganization of, or settlement of amounts due to the Borrower or any Subsidiary of the Borrower effected delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (d) Investments consisting of any deferred portion of the sales price received by any Subsidiary in connection with any Disposition permitted under Section 7.11; (e) Investments by the Borrower way of contributions to capital or purchases of Capital Securities by Holdings in any Wholly-Owned Subsidiary or by any Subsidiary in any other Subsidiary; provided that, the aggregate amount of intercompany loans made pursuant to Section 7.02(f)(ii) and Investments of under this Section 7.05(e) made by Loan Parties in Subsidiaries that are not Loan Parties shall not exceed the amount set forth in clause Section 7.02(f)(ii) at any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned Subsidiarytime; (f) loans Investments constituting (i) accounts receivable arising, (ii) trade debt granted, or advances to employees (iii) deposits made in connection with the purchase price of the Borrower goods or any of its Subsidiaries (or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Subsidiaries) services, in each case in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any time; (g) Investments in Capital Securities constituting Guaranty Obligations permitted by Section 7.01; (h) Investments in connection with a Permitted Acquisition; Acquisitions; provided that (i) Investments in Rabbi Trusts in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto); (j) Investments each such Investment shall result in the nature of, acquisition of a wholly owned North American Subsidiary and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04; (kii) Investments made in connection with the Foreign Subsidiary Reorganization; and (l) other Investments not constituting Acquisitions by the Borrower or any Subsidiary made after the Closing Date; provided that the aggregate outstanding amount of all Investments made pursuant to this clause (l) at a time when the Consolidated Leverage Ratio (as of the period of four consecutive Fiscal Quarters most recently ended prior to the date of such Permitted Acquisition is, after giving pro forma effect to such Permitted Acquisition, at least .25 less than is otherwise required pursuant to Section 7.04(a) at the time of such Permitted Acquisition; (h) Investments constituting Secured Hedge Agreements; (i) Guarantees permitted by Section 7.02; (j) loans and advances (i) to employees (including drivers of Motor Vehicles) of Holdings or any Indebtedness incurred of its Subsidiaries in the ordinary course of business (including for travel, fuel costs, tolls, entertainment and relocation expenses) and (ii) to non-employee owner/operators of Motor Vehicles in the ordinary course (in the nature of advances for fuel costs, tolls, repairs and other similar ordinary course items); (k) Capital Expenditures permitted by Section 7.07; (l) intercompany loans permitted by Sections 7.02(f) and (g); (m) Investments made in connection therewithwith Permitted Acquisitions permitted by clause Section 7.10(b); (n) was greater Hedging Obligations permitted by Section 7.02(k); (o) loans and advances in the ordinary course of business (i) to finance the purchase or lease of Motor Vehicles or other equipment by non-employee owner/operators or similar individuals performing services for Holdings or its Subsidiaries, provided that (x) Holdings or such Subsidiary has a Lien on the Motor Vehicles or other equipment purchased or leased and (y) the purchase of any such Motor Vehicles or other equipment are included as Capital Expenditures for the purposes of Section 7.07 and (ii) to finance tuition costs of student/trainees enrolled in driver training academies of the Borrower or one of its Subsidiaries; (p) Investments made in a Captive Insurance Company, in an amount not to exceed the minimum amount of capitalization required pursuant to regulatory capital requirements; (q) Investments in a Receivables Subsidiary or in any Persons by a Receivables Subsidiary in connection with a Qualified Receivables Transaction; (r) Investments incurred as a result of prepayments of Indebtedness not restricted by Section 7.08; or (s) other Investments in an amount not to exceed $80,000,000 at any time outstanding; provided that to the extent any Investment is made by Holdings or its Subsidiaries in less than or equal to 2.00 to 1.00 shall not exceed 10100% of the consolidated total assets the Capital Securities of any Person, and Holdings or any of its Subsidiaries subsequently acquires the remainder of the Borrower and its SubsidiariesCapital Securities of such Person, as determined in accordance with GAAP as such Investment shall no longer be considered a use of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (ls) so long as, at a the time when of the Leverage Ratio was less than 2.00 to 1.00. For purposes acquisition of covenant compliancethe remainder of such Capital Securities, the amount acquisition of 100% of the Capital Securities of such Person would be permitted as a Permitted Acquisition under Section 7.05(g); provided, however, that (i) any Investment which when made complies with the requirements of the definition of the term “Cash Equivalent” may continue to be held notwithstanding that such Investment if made thereafter would not comply with such requirements, and (ii) no Investment otherwise permitted by clause (g), (m) or (s) shall be the original cost of such Investment, minus the amount of permitted to be made if any portion of such Investment repaid to the investor as a dividend, repayment of loan Default has occurred and is continuing or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investmentwould result therefrom.

Investments. The Borrower shall notMake any Investments, and shall not permit any of its Subsidiaries to, directly or indirectly make or maintain any Investment except for the followingexcept: (a) Investments existing on the Closing Date and disclosed on Schedule 7.03, and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e); (b) Investments held by the Borrower or such Subsidiary in the form of cash or Cash Equivalents; (cb) Investments outstanding on the Closing Date and set forth in Schedule 8.02 and any renewals, refinancing, amendments, replacements or extensions thereof that do not increase the amount thereof; (i) Investments in accountsany Person that is a Loan Party prior to giving effect to such Investment and (ii) Investments by a Loan Party or any Subsidiary of a Loan Party in any Person that is not a Loan Party, contract rights and chattel paper (each as defined provided that the aggregate amount of all such Investments does not exceed $1,000,000 in the UCC), aggregate during the term of this Agreement; (d) Investments by any Subsidiary that is not a Loan Party in any other Subsidiary that is not a Loan Party; (e) Investments by SWY or any of its Subsidiaries consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (f) Guarantees permitted by Section 8.03; (g) solely with respect to SWY and its Subsidiaries, Permitted Acquisitions; (h) lease, utility and similar items arising deposits made in the ordinary course of business of the Borrower and its Subsidiaries, including investments consisting of pledges and deposits permitted under Section 8.01(f); (i) contingent obligations with respect to any Swap Contract or acquired from the sale hedging agreements otherwise permitted by this Agreement; (j) loans or advances to customers of Inventory SWY or any Subsidiary in an aggregate amount not to exceed $250,000 at any one time outstanding; (k) loans or advances to employees, officers and directors for business, travel and entertainment expenses in the ordinary course of business consistent with the past practice of the Borrower and its Subsidiariespractice; (dl) Investments received in settlement of amounts due to the Borrower or any Subsidiary of the Borrower effected prepaid expenses in the ordinary course of businessbusiness consistent with past practice; (em) Investments by the Borrower in any Wholly-Owned creation of new Subsidiaries so long as the formation of such Subsidiary and Investments has complied with the requirements of any Wholly-Owned Subsidiary in Sections 7.12 or will comply therewith prior to the Borrower or in another Wholly-Owned Subsidiarydeadlines provided therein; (fn) loans Investments received in connection with the bankruptcy or advances reorganization of suppliers or customers or other Persons and in settlement of delinquent obligation of, and disputes with, any such supplier, customer or other Person or upon foreclosure with respect to employees any secured Investment or other transfer of the Borrower or any of its Subsidiaries (or guaranties of loans and advances made by a third party title with respect to employees of the Borrower or any of its Subsidiaries) in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any timesecured Investment; (go) Investments of a Subsidiary acquired after the Closing Date to the extent that such Investments were made prior to, and not made in contemplation or in connection with, such acquisition, merger or consolidation; (p) Investments constituting Guaranty Obligations non-cash proceeds of sales, transfers and other dispositions of assets to the extent permitted by under Section 7.018.05; (hq) Investments in connection with a Permitted Acquisition[reserved]; (ir) Indebtedness to the extent permitted under Section 8.03 (other than Section 8.03(c)); and (s) Investments of a nature not contemplated in Rabbi Trusts the foregoing clauses in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto); (j) Investments to the Loan Parties and their Subsidiaries, $5,000,000 in the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04; (k) Investments made in connection with the Foreign Subsidiary Reorganization; and (l) other Investments not constituting Acquisitions by the Borrower or any Subsidiary made after the Closing Date; provided that the aggregate outstanding amount of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investmentoutstanding.

Investments. The Borrower shall notMake any Investments in any Person, and shall not permit any of its Subsidiaries to, directly or indirectly make or maintain any Investment except for the followingexcept: (a) Investments existing on the Closing Date and disclosed on Schedule 7.03, and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e); (b) Investments held by the Borrower or such Subsidiary in the form of cash or Cash Equivalents; (b) Investments made prior to the Closing Date, and to the extent any individual investment exceeds $5,000,000, as set forth in Schedule 7.02; (c) Investments in accountsadvances to directors, contract rights officers, employees and chattel paper (consultants of the Borrower or any other Subsidiary for payroll, travel and to cover similar matters, each of which is expected at the time of such advance to be treated as defined in the UCC), notes receivable an expense for accounting purposes and similar items arising or acquired from the sale of Inventory that are made in the ordinary course of business consistent with the past practice and loans to directors, officers, employees and consultants of the Borrower or any Subsidiary Guarantor in the ordinary course of business as presently conducted, such advances and its Subsidiariesloans in an aggregate principal amount not to exceed $5,000,000 in the aggregate at any one time outstanding; provided, however that any such advances or loans to directors or executive officers shall only be permitted to the extent allowable under Xxxxxxxx-Xxxxx; (d) Investments received in settlement any Wholly-Owned Subsidiary that is a Domestic Subsidiary; (e) Investments consisting of amounts due to promissory notes issued by officers, directors and employees of the Borrower or any Restricted Subsidiary as consideration for the purchase of Equity Interests of the Borrower effected Borrower; (f) Investments (other than Investments in an Unrestricted Subsidiary), in an aggregate amount not to exceed, when combined with the aggregate amount of Restricted Payments made pursuant to Section 7.06(d) and the aggregate amount of prepayments of any Junior Financing pursuant to Section 7.13(i), $100,000,000 in any fiscal year (provided that any unused portion may be carried forward to the immediately succeeding fiscal year); (g) Investments that constitute Permitted Acquisitions (including Investments in Foreign Subsidiaries for the purpose of effecting a Permitted Acquisition); (h) Investments in Swap Contracts permitted under Section 7.03(d); (i) Guarantees permitted by Section 7.03; (j) Investments made as a result of the receipt of non-cash consideration from a Disposition that was made pursuant to and in compliance with this Agreement; (k) Extensions of credit to customers in the ordinary course of business; (el) Investments by the Borrower in any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Excluded Subsidiary in the Borrower or any Restricted Subsidiary; provided that if Investments in another Whollythe form of debt owed by a Loan Party to a non-Owned SubsidiaryLoan Party shall exceed, in the aggregate at any time outstanding, $5,000,000, then any such Indebtedness incurred under this clause (l) in excess of such amount shall be evidenced by a subordinated intercompany note substantially in the form of Exhibit F hereto or otherwise subordinated to the Obligations pursuant to a subordination agreement reasonably satisfactory to the Administrative Agent; (fm) loans Investments in an amount not to exceed in the aggregate at any time outstanding, the greater of $170,000,000 and 35% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the four quarter period most recently then ended for which financial statements have been delivered pursuant to Section 6.01(a) or advances (b); (n) Investments to employees the extent (i) funded with the Net Cash Proceeds of any Equity Issuance by the Borrower so long as such Net Cash Proceeds are used to fund such Investment within 180 days of the receipt of such Net Cash Proceeds by the Borrower or any Subsidiary to the extent such Net Cash Proceeds are not otherwise applied or (ii) the consideration paid is in the form of its Subsidiaries (or guaranties of loans and advances made by a third party Equity Interests issued to employees of the Borrower seller or any of its Subsidiariesaffiliates; (o) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business; provided, that and Investments (including equity interests) received (i) in connection with the aggregate principal amount bankruptcy workout, recapitalization or reorganization of all such loans suppliers and advances customers or in settlement of delinquent obligations of, or other disputes with or judgments against, customers and guaranties suppliers arising in the ordinary course of loans and advances shall not exceed $1,000,000 at business, (ii) upon the foreclosure with respect to any timesecured Investment, (iii) as a result of the settlement, compromise or resolution of litigation, arbitration or other disputes or (iv) in settlement of debts created in the ordinary course of business; (g) Investments constituting Guaranty Obligations permitted by Section 7.01; (h) Investments in connection with a Permitted Acquisition; (i) Investments in Rabbi Trusts in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto); (jp) Investments in the nature of, and arising directly as a result of, consideration received form of milestone or other upfront payments made in the ordinary course in connection with an Asset Sale made in compliance with Section 7.04the right to receive royalty or other recurring payments;; (kq) Investments made in connection with the Foreign Subsidiary Reorganization; and (l) other Investments not constituting Acquisitions by ordinary course of business into suppliers or customers of the Borrower or any Subsidiary made after the Closing DateSubsidiary; (r) [reserved]; (s) additional Investments; provided that the aggregate outstanding amount of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith(x) was greater than or equal to 2.00 to 1.00 shall the Consolidated Total Net Leverage Ratio does not exceed 104.00 to 1.00, (y) the Borrower and its Restricted Subsidiaries shall be in compliance on a Pro Forma Basis with Section 7.18 after giving effect to such Investment and (z) no Event of Default under Sections 8.01(a) or 8.01(f) shall exist; (t) Investments in Excluded Subsidiaries (other than Unrestricted Subsidiaries), in an amount not to exceed the greater of $565.0 million and 12.5% of the consolidated total assets Consolidated Total Assets of the Borrower and its Subsidiaries, as determined Restricted Subsidiaries in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent aggregate at any time outstanding; and (u) Investments by any Foreign Subsidiary in any other Foreign Subsidiary. Notwithstanding the Leverage Ratio is greater than or equal to 2.00 to 1.00foregoing, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliancenot, the amount of nor shall it permit any Restricted Subsidiary to, make any Investment shall be in an Unrestricted Subsidiary in the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge form of a guarantee or other obligation or other transfer of property Material Intellectual Property or return an Acquisition of capital, a Person that holds Material Intellectual Property as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investmentan Unrestricted Subsidiary.

Investments. The Borrower shall notMake any Investments, and shall not permit any of its Subsidiaries to, directly or indirectly make or maintain any Investment except for the followingexcept: (a) Investments existing on the Closing Date and disclosed on Schedule 7.03, and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e); (b) Investments held by the Borrower or such Restricted Subsidiary in the form of cash or Cash Equivalentsequivalents; (b) advances to officers, directors and employees of the Borrower and Restricted Subsidiaries in the ordinary course of business in accordance with applicable law for travel, entertainment, relocation and analogous ordinary business purposes; (c) Investments in accounts, contract rights and chattel paper (each as defined in the UCC), notes receivable and similar items arising or acquired from the sale of Inventory in the ordinary course of business consistent with the past practice of the Borrower in any wholly-owned Restricted Subsidiary and its SubsidiariesInvestments of any wholly-owned Restricted Subsidiary in another wholly-owned Restricted Subsidiary; (d) Investments received consisting of extensions of credit in settlement the nature of amounts due to accounts receivable or notes receivable arising from the Borrower or any Subsidiary grant of the Borrower effected trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Investments purchases of, or investments in, the capital stock, equity interest, assets, obligations or other securities of, or interest in, Restricted Subsidiaries, joint ventures or other Persons (other than an Unrestricted MLP Subsidiary or a Person that becomes an Unrestricted MLP Subsidiary as a result of such Investment), in each case which are engaged principally in the business of the purchasing, gathering, compression, transportation, distribution, marketing, or storage of natural gas and compressed natural gas, the exploration or production of natural gas or oil or the processing of natural gas liquids, the underground piping of natural gas distribution systems, other natural gas-related businesses, or the generation and marketing of electricity; provided that such purchases or investments are not opposed by the Borrower in any Wholly-Owned Subsidiary and Investments board of any Wholly-Owned Subsidiary in the Borrower directors or in another Wholly-Owned Subsidiarymanagement of such Person; (f) loans or advances subject to employees of the Borrower or any of its Subsidiaries (or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Section 7.09, Investments in Unrestricted MLP Subsidiaries) in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any time;and (g) other Investments constituting Guaranty Obligations permitted by Section 7.01; (h) other than Investments in connection with a Permitted Acquisition; (i) Investments in Rabbi Trusts in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect theretoUnrestricted MLP Subsidiaries); (j) Investments in , if at the nature time of, and arising directly as a result ofafter giving effect to, consideration received in connection with an Asset Sale made in compliance with Section 7.04; (k) Investments made in connection with the Foreign Subsidiary Reorganization; and (l) other Investments not constituting Acquisitions by the Borrower or any Subsidiary made after the Closing Date; provided that such Investments, the aggregate outstanding amount book value of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall does not exceed 10% of $100,000,000 in the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investmentaggregate.

Investments. The Borrower No Credit Party shall, nor shall not, and shall not it permit any of its Subsidiaries to, directly or indirectly indirectly, make or maintain own any Investment except for the followingin any Person, including any joint venture and any Foreign Subsidiary, except: (a) Investments in cash and Cash Equivalents and deposit accounts or securities accounts in connection therewith; (b) equity Investments owned as of the Closing Date in any Subsidiary; (c) intercompany loans to the extent permitted under Section 8.1(b), and guarantees to the extent permitted under Section 8.1(c); (d) Investments existing on the Closing Date and disclosed described on Schedule 7.03, and any refinancings of such 8.6; (e) Investments to the extent constituting Indebtedness otherwise Swap Agreements permitted under by Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e8.1(f); (bf) Investments held by the Borrower or such Subsidiary in the form of cash or Cash EquivalentsPermitted Acquisitions; (cg) Investments constituting accounts receivable, trade debt and deposits for the purchase of goods, in accounts, contract rights and chattel paper (each as defined in the UCC), notes receivable and similar items arising or acquired from the sale of Inventory in the ordinary course of business consistent with the past practice of the Borrower and its Subsidiaries; (d) Investments received in settlement of amounts due to the Borrower or any Subsidiary of the Borrower effected case made in the ordinary course of business; (eh) Investments made by the Borrower in any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned Subsidiary; (f) loans or advances to employees of the Borrower or any of its Regulated Subsidiaries (or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Subsidiariesx) in the ordinary course of businessbusiness that are consistent with the respective investment policies of each such Regulated Subsidiary in effect on the Closing Date, as such policy may be amended or modified from time to time by board (or equivalent) approval and (y) consisting of the repurchase of Convertible Notes in accordance with the terms of Section 8.13(c); (i) Guarantees by Borrower or any Subsidiary constituting Indebtedness permitted by Section 8.1; (j) loans or advances to employees, officers or directors of the Borrower or any Subsidiary in the ordinary course of business for travel, relocation and related expenses; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall does not exceed $1,000,000 500,000 in the aggregate at any timetime outstanding; (gk) Investments constituting Guaranty Obligations permitted by Section 7.01received 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; (hl) Investments resulting from pledges or deposits described in clause (d) of Section 8.2; (m) Investments consisting of xxxx xxxxxxx money deposits in connection with a Permitted AcquisitionAcquisition or other Investment permitted hereunder; (n) Investments consisting of endorsements for collection or deposit in the ordinary course of business; (i) Investments by the Borrower and its Subsidiaries in Rabbi Trusts Credit Parties; (ii) Investments by Subsidiaries of the Borrower that are not Credit Parties in other Subsidiaries that are not Credit Parties; and (iii) Investments by the Credit Parties in Subsidiaries that are not Credit Parties to the extent required to provide capital support for such Regulated Subsidiaries in amounts sufficient to maintain a risk-based capital ratio of at least one-hundred and fifty percent (150.0%) of company action level (or similar term as used under Applicable Laws or by any applicable Insurance Regulatory Authority) or as otherwise required by an applicable Insurance Regulatory Authority, so long as: (A) no Default or Event of Default exists or would result from such Investment; (B) on a Pro Forma Basis after giving effect to any such Investment, the Credit Parties are in compliance with Section 8.8; and (C) after giving effect to any such Investment, there remains at least Twenty-Five Million Dollars ($25,000,000) of Liquidity; (p) Investments in joint ventures in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto); (j) Investments in the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04; (k) Investments made in connection with the Foreign Subsidiary Reorganization5,000,000 at any time outstanding; and (lq) other Investments not constituting Acquisitions listed above and not otherwise prohibited by the Borrower or any Subsidiary made after the Closing Date; provided that the this Agreement in an aggregate amount outstanding amount of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time (on a cost basis) not to exceed $1,000,000. Notwithstanding the Leverage Ratio is greater than foregoing, in no event shall any Credit Party make any Investment which results in or equal to 2.00 to 1.00, facilitates in any manner any Restricted Payment not otherwise permitted under the Borrower shall deliver to the Administrative Agent a schedule terms of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00Section 8.4. For purposes of covenant compliancedetermining compliance with this Section 8.6, (x) an Investment need not be made solely by reference to one category of Investments described in Sections 8.6(a) through (o) above but may be made under any combination of such categories (including in part under one such category and in part under any other such category), (y) in the event that an Investment (or any portion thereof) meets the criteria of one or more of such categories of Investments described in clauses (a) through (o) above, the amount Borrower, in its sole discretion, may classify or may subsequently reclassify at any time such Investment (or any portion thereof) in any manner that complies with this covenant and (z) any Investment that is written down, written off or forgiven by Borrower or any of its Subsidiaries shall continue to count against any cap set forth in the clause or clauses of this Section 8.6 pursuant to which such Investment is permitted. Any Investment that exceeds the limits of any Investment shall particular clause set forth above may be the original cost allocated amongst more than one of such Investment, minus clauses to permit the amount of any portion incurrence or holding of such Investment repaid to the investor extent such excess is permitted as a dividend, repayment of loan or advance, release or discharge of a guarantee or an Investment under such other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investmentclauses.

Investments. The Borrower shall notPurchase, and shall not permit any of its Subsidiaries tohold, directly or indirectly make or maintain acquire any Investment except for the followingInvestments, any other Person, except: (ai) (A) Investments by Holdings, the Borrower and the Subsidiaries existing on the Closing Date and disclosed on Schedule 7.03, and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e); (b) Investments held by the Borrower or such Subsidiary date hereof in the form of cash or Cash Equivalents; (c) Investments in accounts, contract rights and chattel paper (each as defined in the UCC), notes receivable and similar items arising or acquired from the sale of Inventory in the ordinary course of business consistent with the past practice Equity Interests of the Borrower and its the Subsidiaries and (B) additional Investments by Holdings, the Borrower and the Subsidiaries in the Equity Interests of the Borrower and the Subsidiaries; provided that (x) any such Equity Interests (other than Excluded Equity) held by a Loan Party shall be pledged pursuant to the Guarantee and Collateral Agreement (subject to the limitations and exclusions referred to therein) and (y) the aggregate amount of Investments made by Loan Parties after the date hereof in Subsidiaries that are not Loan Parties (determined without regard to any write downs or write-offs of such Investments), when combined with the aggregate amount of loans and advances made by Loan Parties to Subsidiaries or joint ventures that are not Loan Parties pursuant to Section 6.04(iii) and the aggregate amount of Contingent Obligations of Loan Parties with respect to Indebtedness of Subsidiaries and joint ventures that are not Loan Parties pursuant to Section 6.01(ix)(C), in each case without duplication, shall not exceed the Permitted Non-Loan Party Investment Amount; (dii) Permitted Investments; (iii) loans or advances made by any Loan Parties or their Subsidiaries to any other Loan Party (except with respect to Section 6.01(xxiv), other than Holdings), Subsidiary or a Subsidiary of a Loan Party or joint ventures thereof; provided that the aggregate amount of such loans and advances made by Loan Parties to Subsidiaries or joint ventures that are not Loan Parties (determined without regard to any write-downs or write-offs of such loans and advances), when combined with the aggregate amount of Investments made by Loan Parties after the date hereof in Subsidiaries or joint ventures that are not Loan Parties pursuant to Section 6.04(i) and the aggregate amount of Contingent Obligations of Loan Parties with respect to Indebtedness of Subsidiaries and joint ventures that are not Loan Parties pursuant to Section 6.01(ix)(C), in each case without duplication, shall not exceed the Permitted Non-Loan Party Investment Amount at any time outstanding and shall be evidenced by a promissory note to the extent required by the Guarantee and Collateral Agreement; (iv) Investments received in connection with the bankruptcy or reorganization of, or settlement of amounts due to the Borrower or any Subsidiary of the Borrower effected delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (ev) Holdings, the Borrower and its Subsidiaries may make loans and advances in the ordinary course of business (including for travel, entertainment and relocation expenses) to their respective officers, directors and employees so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $500,000; (vi) the Borrower and its Subsidiaries may enter into Hedging Agreements that are not speculative in nature; (vii) the Borrower and any Subsidiary may acquire all or substantially all the assets of a Person or line of business of such Person, or not less than 90% of the Equity Interests (other than directors’ qualifying shares) of a Person (referred to herein as the “Acquired Entity”) provided that (I) the Borrower shall comply, and shall cause the Acquired Entity to comply (in each case, to the extent applicable), with the applicable provisions of Section 5.12 and the Security Documents and (II) such transactions meet the following criteria (or such criteria is waived) in one of the three clauses of (A), (B) and (C) below (any acquisition of an Acquired Entity meeting all the criteria in one of clauses of (A), (B) and (C) (or having any such criteria waived) of this Section 6.04(vii) being referred to herein as a “Permitted Acquisition”): (A) Other than an acquisition satisfying the criteria set forth in clause (B) or clause (C), such acquisition satisfies the following: (i) no Default or Event of Default exists at the time of such acquisition or would exist immediately after giving effect to such acquisition; (ii) the Consolidated Leverage Ratio shall not be greater than 0.74 to 1 on a pro forma basis after giving effect to such acquisition; and (iii) the Borrower shall have delivered a certificate of a Financial Officer, certifying as to compliance with paragraphs (A)(i) and (A)(ii) of this Section 6.04(vii) and containing reasonably detailed calculations in support of paragraph (A)(ii) of this Section 6.04(vii); (B) such acquisition is funded solely with the Equity Interests of Holdings or proceeds from any issuance of Equity Interests by Holdings (in each case, not constituting Disqualified Stock); or (C) such acquisition is funded with cash or Permitted Investments of Holdings, the Borrower or any Subsidiary, and both (a) no Default or Event of Default exists at the time of such acquisition or would exist immediately after giving effect to such acquisition and (b) immediately after giving effect to such acquisition and the use of any cash or Permitted Investments of Holdings, the Borrower or any Subsidiary for such acquisition, Liquidity shall not be less than $3,000,000; (viii) Contingent Obligations permitted by Section 6.01; (ix) prepaid expenses or lease, utility and other similar deposits, in each case made in the ordinary course of business; (x) Investments consisting of any deferred portion (including promissory notes and non cash consideration) of the sales price received by Holdings, the Borrower or any Subsidiary in connection with any Wholly-Owned Subsidiary Disposition permitted hereunder; (xi) advances of payroll payments to employees, officers, directors and managers of Holdings, the Borrower and any Subsidiaries in the ordinary course of business; (xii) extensions of trade credit or the holding of receivables in the ordinary course of business and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business or pursuant to any plan of reorganization or liquidation or similar arrangement upon the bankruptcy or insolvency of such account debtors or suppliers; (xiii) the Borrower and its Subsidiaries may endorse negotiable instruments and other payment items for collection or deposit in the ordinary course of business or make lease, utility and other similar deposits in the ordinary course of business; (xiv) Investments of any Wholly-Owned Person that becomes (or is merged or consolidated or amalgamated with) a Subsidiary in of the Borrower on or after the date hereof on the date such Person becomes (or is merged or consolidated or amalgamated with) a Subsidiary of the Borrower; provided that (i) such Investments exist at the time such Person becomes (or is merged or consolidated or amalgamated with) a Subsidiary, and (ii) such Investments are not made in another Wholly-Owned anticipation or contemplation of such Person becoming (or merging or consolidating or amalgamated with) a Subsidiary; (fxv) loans advances in connection with purchases of goods or advances services in the ordinary course of business; (xvi) Investments to the extent that payment for such Investments is made solely with Qualified Capital Stock of Holdings or Equity Interests of any direct or indirect parent company of Holdings; and (xvii) Investments consisting of good faith deposits made in accordance with Section 6.02(xviii); (xviii) (i) Investments outstanding on the Closing Date and identified on Schedule 6.04 and (ii) Investments consisting of any modification, replacement, renewal, reinvestment or extension of any Investment described in clause (i) above; provided that the amount of any Investment permitted pursuant to this clause (ii) is not increased from the amount of such Investment on the Closing Date except pursuant to the terms of such Investment as of the Closing Date or pursuant to another Investment otherwise permitted by this Section 6.04; (xix) promissory notes or other obligations of directors (or comparable position), officers or other employees of a Loan Party or any of its Subsidiaries acquired in the ordinary course of business in connection with such directors’ (or comparable position), officers’ or employees’ acquisition of Equity Interests in such Loan Party or such Subsidiary (to the extent such acquisition is permitted under this Agreement), (A) so long as no cash is advanced by the Borrower or any of its Subsidiaries (or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Subsidiaries) in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any time; (g) Investments constituting Guaranty Obligations permitted by Section 7.01; (h) Investments are Loan Parties in connection with a Permitted Acquisition; such Investment or (iB) Investments if paid in Rabbi Trusts cash, in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto)1,000,000 at any time outstanding; (jxx) Investments in the nature of, and arising directly any Loan Party or any of its Subsidiaries may make a loan that could otherwise be made as a result of, consideration received in connection distribution permitted under Section 6.06 (with an Asset Sale a commensurate dollar-for-dollar reduction of their ability to make additional distributions under such Section); provided that any such loan made in compliance with Section 7.04by a Loan Party and shall be evidenced by a promissory note and pledged to the Collateral Agent to the extent required by the Guarantee and Collateral Agreement; (kxxi) Investments made to the extent constituting the reinvestment of the Net Asset Sale Proceeds arising from any Asset Sale or Net Insurance/Condemnation Proceeds arising from any Casualty Event to repair, replace or restore any property in connection with respect of which such proceeds were paid or to reinvest in other properties or assets that are used or are otherwise useful in the Foreign Subsidiary Reorganizationbusiness of the Loan Parties and their Subsidiaries; (xxii) the Runbook Acquisition; and (lxxiii) other (xxii) in addition to Investments not constituting Acquisitions permitted by paragraphs (i) through (xxi) above, additional Investments by the Borrower or any Subsidiary made after and the Closing Date; provided that Subsidiaries so long as the aggregate outstanding amount of all Investments made invested pursuant to this clause paragraph (lxxii) at a time when the Leverage Ratio (after giving pro forma effect determined without regard to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to of such Investment or interest earned on such InvestmentInvestments, but net of cash returns thereon) does not exceed $1,500,000.

Investments. The None of the Borrower shall not, and shall not permit or any of its the Subsidiaries towill purchase, directly make, incur, assume or indirectly make or maintain permit to exist any Investment except for the followingin any other Person, except: (a) Investments existing on the Closing Date and disclosed on identified in Schedule 7.03, and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e8.5(a); (b) Investments held by the Borrower or such Subsidiary in the form of cash or Cash EquivalentsEquivalent Investments; (c) Investments received in accounts, contract rights and chattel paper (each as defined in the UCC), notes receivable and similar items arising or acquired from the sale of Inventory in the ordinary course of business consistent connection with the past practice of the Borrower and its Subsidiaries; (d) Investments received in bankruptcy or reorganization of, or settlement of amounts due to the Borrower or any Subsidiary of the Borrower effected delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (d) Investments consisting of any deferred portion of the sales price received by the Borrower or any of the Subsidiaries in connection with any Disposition permitted under Section 8.8; (e) Investments constituting (i) accounts receivable arising, (ii) trade debt granted, or (iii) deposits made in connection with the purchase price of goods or services, in each case in the ordinary course of business; (f) Permitted Acquisitions; (g) Investments by the Borrower in or any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned Subsidiaryany Guarantor; (fh) Investments consisting of security deposits with utilities, landlords and other like Persons made in the ordinary course of business; (i) employee loans, travel advances and guarantees in accordance with the Borrower or a Subsidiary’s usual and customary practices with respect thereto (if permitted by applicable law) which in the aggregate shall not exceed $250,000 outstanding at any time; (j) Investments consisting of loans to employees, officers, or advances directors relating to employees the purchase of equity securities of the Borrower or any of its Subsidiaries pursuant to employee stock purchase plans or agreements approved by the Borrower’s Board of Directors, not to exceed the aggregate amount of $1,000,000 outstanding at any time; (k) Investments acquired as a result of a Permitted Acquisition to the extent that such Investments were not made in contemplation of or guaranties in connection with such Permitted Acquisition and were in existence prior to the date of loans such Permitted Acquisition; (l) Investments permitted by Borrower’s investment policy as approved by the Borrower’s board of directors and advances made by a third party to employees in effect as of the Borrower date hereof; (m) Investments consisting of the endorsement of negotiable instruments for deposit or any of its Subsidiaries) collection or similar transactions in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any time;and (gn) Investments constituting Guaranty Obligations permitted by Section 7.01; (h) other Investments in connection with a Permitted Acquisition; (i) Investments in Rabbi Trusts in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto); (j) Investments in 250,000 over the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04; (k) Investments made in connection with the Foreign Subsidiary Reorganization; and (l) other Investments not constituting Acquisitions by the Borrower or any Subsidiary made after the Closing Date; provided that the aggregate outstanding amount term of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such InvestmentAgreement.

Investments. The Borrower shall notMake any Investments, and shall not permit any of its Subsidiaries to, directly or indirectly make or maintain any Investment except for the followingexcept: (a) Investments existing on the Closing Date and disclosed on Schedule 7.03, and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e); (b) Investments held by the Borrower such Loan Party or such Subsidiary in the form of cash or Cash Equivalents; (b) Investments existing as of the Closing Date and set forth in Schedule 8.02; (c) Investments consisting of advances or loans to directors, officers, employees, agents, customers or suppliers in accounts, contract rights and chattel paper an aggregate principal amount (each as defined including Investments of such type set forth in Schedule 8.02) not to exceed $30,000,000 at any time outstanding; (d) Investments in any Person which is a Loan Party prior to giving effect to such Investment; (e) Investments consisting of extensions of credit in the UCCnature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (f) Guarantees constituting Indebtedness permitted by Section 8.03 (other than Section 8.03(c)), notes receivable to the extent such Guarantees also constitute Investments; (g) [Reserved]; (h) Investments consisting of an Acquisition by the Borrower or any Subsidiary of the Borrower and (without double‑counting for purposes of determining compliance with the numerical limit applicable hereunder) Investments in Wholly‑Owned Subsidiaries to enable such Subsidiaries to make such Acquisitions; provided that (i) the Property acquired (or the Property of the Person acquired) in such Acquisition is used or useful in the same or a similar items arising line of business as the Borrower and its Subsidiaries were engaged in on the Closing Date (or any reasonable extensions or expansions thereof); (ii) in the case of an Acquisition of the Capital Stock of another Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such Acquisition; (iii) if the aggregate purchase price to be paid by the Borrower and/or its Subsidiaries in connection with such Acquisition exceeds $50,000,000, the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such Acquisition on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the most recent fiscal quarter end with respect to which the Administrative Agent has received the Required Financial Information; (iv) no Default shall have occurred and be continuing both before and immediately after the time such Acquisition is consummated; (v) if such transaction involves the purchase of an interest in a partnership between the Borrower (or a Subsidiary of the Borrower) as a general partner and entities unaffiliated with the Borrower or such Subsidiary as the other partners, absent any adverse tax consequences for the Borrower or any Subsidiary, such transaction shall be effected by having such equity interest acquired from by a holding Person directly or indirectly wholly‑owned by the sale Borrower and newly formed for the sole purpose of Inventory effecting such transaction; and (vi) the aggregate consideration (including cash and non-cash consideration, any assumption of Indebtedness and any earn‑out payments, but excluding consideration consisting of (A) any Capital Stock of the Borrower issued to the seller of the Capital Stock or Property acquired in such Acquisition, (B) amounts not in excess of the aggregate cumulative proceeds of any Equity Issuance by the Borrower consummated subsequent to the Closing Date and not more than 365 days prior to the date that such Acquisition is consummated; provided that such amounts have not previously served as the basis for allowing a Restricted Payment pursuant to Section 8.06(d), any other Acquisition pursuant to this subsection (h)(vi) or any prepayment under Section 8.12(b)(ii), and (C) amounts not in excess of the aggregate cumulative proceeds of any Disposition, Excluded Disposition or Involuntary Disposition consummated subsequent to the Closing Date and not more than 365 days prior to the date that such Acquisition is consummated; provided that such amounts have not previously served as the basis for allowing a Restricted Payment pursuant to Section 8.06(d) or any other Acquisition pursuant to this subsection (h)(vi)) paid by the Consolidated Parties for all such Acquisitions occurring after the Closing Date (net, in the case of each such Acquisition, of return of capital received at or prior to the time of determination) shall not exceed $250,000,000; (i) Investments made with the proceeds of an Equity Issuance by the Borrower so long as the proceeds thereof are not otherwise required to be applied to the prepayment of the Loans pursuant to the terms of this Agreement; (j) Investments in a Receivables Financing SPC made in connection with a Permitted Receivables Financing; (k) Investments in Foreign Subsidiaries in an aggregate outstanding amount at any time for all such Investments made after the Closing Date pursuant to this subsection (k) not to exceed $25,000,000; (l) if at any time after the Closing Date Wireless LLC becomes a Joint Venture, additional Investments in Wireless LLC in an aggregate outstanding amount at any time for all such Investments made after the Closing Date pursuant to this subsection (l) not to exceed $25,000,000; (m) Investments in CBT and in any Subsidiary of CBT; (n) Investments in Excluded Subsidiaries consisting of Guarantees of operating leases entered into in the ordinary course of business consistent or of other obligations not constituting Indebtedness incurred in the ordinary course of business; (o) loans and advances by Loan Parties to Excluded Subsidiaries evidenced by promissory notes that have been pledged and delivered to the Administrative Agent in accordance with the past practice terms of the Security Agreement; (p) Investments in Joint Ventures (in addition to Investments permitted pursuant to clauses (l), (n) and (o) above and any Wireless Disposition) in an aggregate outstanding amount at any time for all such Investments made after the Closing Date not to exceed $100,000,000; provided, however, that no more than $25,000,000 of such Investments may be made in Joint Ventures which are not Subsidiaries; (q) Investments by Subsidiaries which are Joint Ventures; (r) Investments in a Consolidated Party and/or by a Consolidated Party, in each case made in the form of intercompany debt and for cash management purposes in connection with cash management systems of the Borrower and its Subsidiaries; (ds) Investments received in settlement of amounts due to the Borrower extent constituting or resulting in an Investment, any Subsidiary of the Borrower effected in the ordinary course of businessWireless Disposition; (et) other Investments by the Borrower in any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned Subsidiary; (f) loans or advances to employees of the Borrower or any of its Subsidiaries (or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Subsidiaries) in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any time; (g) Investments constituting Guaranty Obligations otherwise permitted by this Section 7.01; (h) Investments in connection with a Permitted Acquisition; (i) Investments in Rabbi Trusts 8.02 in an aggregate outstanding amount at any time for all such Investments made after the Closing Date pursuant to this subsection (t) not to exceed $15,000,000 (plus income and capital growth with respect thereto);50,000,000; and (ju) Investments in any Eligible Reinvestment of the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made proceeds of any Involuntary Disposition in compliance with Section 7.04; 2.05(b)(ii)(B) or of any Disposition as contemplated by Section 8.05(e)(vii). Notwithstanding any provision to the contrary set forth in this Agreement (kincluding, without limitation, the definition of “Joint Venture” set forth in Section 1.01), the Disposition by any of the Consolidated Parties of any portion (but not all) Investments made in connection with of the Foreign Capital Stock of any Wholly Owned Subsidiary Reorganization; and (l) other Investments not constituting Acquisitions by the Borrower acquired or any Subsidiary made created after the Closing Date; provided that Date shall be deemed to constitute an Investment in a Joint Venture in an amount equal to the aggregate outstanding amount book value of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (Capital Stock of such Person retained by the Consolidated Parties immediately after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such InvestmentDisposition.

Investments. The Borrower No Credit Party shall, nor shall not, and shall not it permit any of its Subsidiaries to, directly or indirectly indirectly, make or maintain own any Investment except for the followingin any Person, including any Joint Venture, except: (a) Investments existing on the Closing Date in Cash and disclosed on Schedule 7.03, and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e)Cash Equivalents; (b) equity Investments held by owned as of the Borrower or such Third Restatement Date in any Subsidiary and Investments made after the Third Restatement Date in the form of cash or Cash Equivalentsany Guarantor; (c) Investments (i) received in accountsconnection with the bankruptcy or reorganization of, contract rights or settlement of delinquent accounts and chattel paper (disputes with, customers and suppliers, in each as defined case in the UCC)ordinary course of business and (ii) consisting of deposits, notes receivable prepayments and similar items arising or acquired from the sale of Inventory other credits to suppliers made in the ordinary course of business consistent with the past practice practices of the Borrower and or any of its Subsidiaries, as applicable; (d) Investments received in settlement of amounts due intercompany loans and advances to the Borrower or extent permitted under Section 6.1(c) and other Investments (i) in (including Guarantees of Indebtedness of) any Subsidiary Credit Party and (ii) in (including (without duplication for purposes of the proviso to this clause (ii)) Guarantees of Indebtedness of) Subsidiaries of Borrower effected in the ordinary course which are not Guarantors; provided that such Investments under this clause (ii) shall not exceed at any one time outstanding an aggregate amount of business$200,000,000; (e) Permitted Interim Investments and intercompany loans and advances and capital contributions by Credit Parties to Subsidiaries that are not Credit Parties in connection with any Permitted Interim Investment; provided, that, for the avoidance of doubt, the acquisition of the remaining Equity Interests of a Person such that such Person becomes a wholly owned Subsidiary of Borrower shall either (x) be subject to the provisions of Section 6.8(h) or (y) be made pursuant to and in any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary in the Borrower compliance with Section 6.6(d)(ii) or in another Wholly-Owned Subsidiary6.6(i); (f) loans or and advances to employees of the Borrower or any of and its Subsidiaries (or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Subsidiaries) in the ordinary course of business; provided, that the business in an aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not to exceed $1,000,000 at any time25,000,000; (g) Investments constituting Guaranty Obligations Permitted Acquisitions permitted by under Section 7.016.8; (h) Investments described in connection with a Permitted AcquisitionSchedule 6.6 and any modification, replacement, renewal or extension thereof to the extent not involving an additional Investment; (ia) other Investments in Rabbi Trusts in an aggregate amount not to exceed $15,000,000 200,000,000 (plus income and capital growth with respect thereto); reduced on a dollar for dollar basis by Restricted Junior Payments pursuant to clause (jh) Investments in of Section 6.4, other than Restricted Junior Payments under such clause made using the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04; (kCNI Growth Amount) Investments made in connection with the Foreign Subsidiary Reorganization; and (l) other Investments not constituting Acquisitions by the Borrower or at any Subsidiary made after the Closing Datetime outstanding; provided that such amount shall be increased (but not decreased) by the aggregate outstanding amount CNI Growth Amount as in effect immediately prior to the time of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to making of such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investment.b)

Investments. The Except to the extent permitted pursuant to Section 7.3(G), neither the Borrower shall not, and shall not permit nor any of its Subsidiaries to, shall directly or indirectly make or maintain own any Investment except for except: Investments in cash and Cash Equivalents; Permitted Existing Investments in an amount not greater than the following: (a) Investments existing amount thereof on the Closing Date and disclosed on Schedule 7.03, and any refinancings of such Date; Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies in trade receivables or received in connection with the provisions bankruptcy or reorganization of Section 7.01(e); (b) Investments held by the Borrower or such Subsidiary in the form of cash or Cash Equivalents; (c) Investments in accounts, contract rights suppliers and chattel paper (each as defined in the UCC), notes receivable customers and similar items arising or acquired from the sale of Inventory in the ordinary course of business consistent with the past practice of the Borrower and its Subsidiaries; (d) Investments received in settlement of amounts due to the Borrower or any Subsidiary of the Borrower effected in the ordinary course of business; (e) Investments by the Borrower in any Wholly-Owned Subsidiary delinquent obligations of, and Investments of any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned Subsidiary; (f) loans or advances to employees of the Borrower or any of its Subsidiaries (or guaranties of loans other disputes with, customers and advances made by a third party to employees of the Borrower or any of its Subsidiaries) suppliers arising in the ordinary course of business; Investments consisting of deposit accounts maintained by the Borrower and its Subsidiaries in the ordinary course of business in connection with its cash management system; provided, that the aggregate principal amount funds deposited in such deposit accounts are deposited pursuant to a Collection Account Agreement in compliance with Section 7.2(N); Investments consisting of all such loans and advances and guaranties non-cash consideration from a sale, assignment, transfer, lease, conveyance or other disposition of loans and advances shall not exceed $1,000,000 at any time; (g) property permitted by Section 7.3(B); Investments constituting Guaranty Permitted Acquisitions; Investments constituting Indebtedness permitted by Section 7.3(A) or Contingent Obligations permitted by Section 7.01; 7.3(E) or Restricted Payments permitted by Section 7.3(F); Investments (ha) Investments by the Borrower in connection any wholly-owned Subsidiary, in Mandara U.S. or, from and after the date on which the Administrative Agent receives an executed Pledge Agreement providing the agent a perfected Lien on the Capital Units of Mandara Asia owned directly by Mandara Holdings Asia together with a Permitted Acquisition; an opinion of counsel in form and substance reasonably satisfactory to the Administrative Agent, Mandara Asia, and (ib) Investments prior to the date described in Rabbi Trusts clause (a), by the Borrower in Mandara Asia in an aggregate amount not to exceed $15,000,000 250,000 (plus income and capital growth with respect thereto); (j) excluding Investments in the nature of, Mandara Asia permitted by Section 7.3(A)); Investments constituting contributions to and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04; (k) Investments made in connection with the Foreign Subsidiary Reorganization; and (l) other Investments not constituting Acquisitions payments of benefits by the Borrower or its Subsidiaries under any Subsidiary made after Plan in existence as of the Closing Date as required by the benefit commitments in such Plan as of the Closing Date; provided Investments set forth on Schedule 7.3(D) hereto arising under or contemplated by the Acquisition Documents; and Investments in addition to those permitted elsewhere in this Section 7.3(D) in an aggregate amount not to exceed $3,000,000 in the aggregate at any time outstanding; provided, however, that the aggregate outstanding amount of all Investments made pursuant to this described in clause (lvi) above shall not be permitted to be made at a time when the Leverage Ratio (after giving pro forma effect to such Investments either a Default or an Unmatured Default shall have occurred and any Indebtedness incurred in connection therewith) was greater than be continuing or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investmentwould result therefrom.

Investments. The Each of the Parent and the Borrower shall will not, and shall will not permit any of its Subsidiaries to, directly purchase, make, incur, assume or indirectly make or maintain permit to exist any Investment except for the followingin any other Person, except: (a) Investments existing on the Closing Date and disclosed on Schedule 7.03, and any refinancings identified in Item 7.2.5(a) of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e)Disclosure Schedule; (b) Investments held by the Borrower or such Subsidiary in the form of cash or Cash EquivalentsEquivalent Investments; (c) Investments received in accounts, contract rights and chattel paper (each as defined in the UCC), notes receivable and similar items arising or acquired from the sale of Inventory in the ordinary course of business consistent connection with the past practice of the Borrower and its Subsidiaries; (d) Investments received in bankruptcy or reorganization of, or settlement of amounts due to the Borrower or any Subsidiary of the Borrower effected delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (ed) Investments by the Borrower and any Subsidiary of the Borrower constituting Capital Expenditures on behalf of the Borrower or such Subsidiary; (e) Investments by way of contributions to capital or purchases of Capital Securities (i) by the Borrower in any Wholly-Owned Subsidiaries or by any Subsidiary in other Subsidiaries; provided that the aggregate amount of intercompany loans made pursuant to clause (f)(ii) of Section 7.2.2 and Investments under this clause made by the Borrower and Subsidiary Guarantors in Subsidiaries that are not Subsidiary Guarantors shall not exceed the amount set forth in clause (f)(ii) of Section 7.2.2 at any Wholly-Owned time, or (ii) by any Subsidiary in the Borrower or in another Wholly-Owned SubsidiaryBorrower; (f) loans Investments constituting (i) accounts receivable arising, (ii) trade debt granted, or advances to employees (iii) deposits made in connection with the purchase price of the Borrower goods or any of its Subsidiaries (or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Subsidiaries) services, in each case in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any time; (g) Investments constituting Guaranty Obligations permitted by Section 7.01[Reserved]; (h) Investments consisting of any deferred portion of the sales price received by the Borrower or any Subsidiary in connection with a Permitted Acquisitionany Disposition permitted under Section 7.2.10; (i) Investments resulting from loans to employees in Rabbi Trusts the ordinary course of business in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto)1,000,000 at any one time outstanding; (j) Investments in the nature of, and arising directly as from receipt of non-cash consideration from a result of, consideration received in connection with an Asset Sale Disposition made in compliance with Section 7.047.2.10; (k) Investments made in connection Hedging Obligations incurred in compliance with Section 7.2.2; (l) Contingent Liabilities to the Foreign Subsidiary Reorganizationextent permitted by Section 7.2.2; and (lm) other Investments in an aggregate amount not constituting Acquisitions by the Borrower to exceed in respect of any one Investment or any Subsidiary made after the Closing Dateseries of related Investments, $3,000,000; provided that the aggregate outstanding amount all clauses of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 Section 7.2.5 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver be subject to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investment.following:

Investments. The Borrower shall not, and shall not permit Neither the Company nor any of its Subsidiaries to, shall directly or indirectly make or maintain own any Investment except for the followingexcept: (a) Investments existing on the Closing Date in cash and disclosed on Schedule 7.03, and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e)Cash Equivalents; (b) Permitted Existing Investments held by in an amount not greater than the Borrower or such Subsidiary in amount thereof on the form of cash or Cash EquivalentsEffective Date; (c) Investments in accounts, contract rights and chattel paper (each as defined trade receivables or received in the UCC), notes receivable and similar items arising or acquired from the sale of Inventory in the ordinary course of business consistent connection with the past practice bankruptcy or reorganization of the Borrower suppliers and its Subsidiaries; (d) Investments received customers and in settlement of amounts due to the Borrower or any Subsidiary of the Borrower effected delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; (d) Investments consisting of deposit accounts maintained by the Company and its Subsidiaries; (e) Investments consisting of non-cash consideration from a sale, assignment, transfer, lease, conveyance or other disposition of property permitted by the Borrower in any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned SubsidiarySection 6.02; (f) loans or advances to employees of the Borrower or Investments in any of its consolidated Subsidiaries (other than joint ventures) or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Subsidiaries) in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any timeCompany; (g) Investments constituting Guaranty Obligations permitted by Section 7.01; (h) Investments in connection with a Permitted Acquisition; (i) Investments in Rabbi Trusts joint ventures and nonconsolidated Subsidiaries in an aggregate amount not to exceed $15,000,000 50,000,000; (plus income and capital growth with respect thereto)h) Investments constituting Permitted Acquisitions; (i) Investments constituting Indebtedness permitted by Section 6.01 or Contingent Obligations permitted by Section 6.05; (j) Investments in the nature of, and arising directly as a result of, consideration received SPVs (a) required in connection with an Asset Sale made in compliance with any Permitted Receivables Facility Documents and (b) resulting from the transfers permitted by Section 7.046.02(c); (k) Investments deposits, prepayments and other credits to suppliers, lessors and landlords made in connection the ordinary course of business; (l) advances by the Company or any Subsidiary to employees in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes; (m) Investments in the Foreign form of Swap Agreements to the extent permitted under Section 6.15; (n) Investments by a Subsidiary Reorganizationof the Company that is not a Loan Party in any Loan Party or in any other such Subsidiary that is also not a Loan Party; and (lo) other Investments in addition to those referred to elsewhere in this Section 6.04 in an aggregate amount not constituting Acquisitions by to exceed the Borrower or any Subsidiary made after the Closing Date; provided that the aggregate outstanding amount greater of all Investments made pursuant to this clause (li) at a time when the Leverage Ratio $50,000,000 and (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewithii) was greater than or equal to 2.00 to 1.00 shall not exceed 104.0% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such InvestmentConsolidated Tangible Assets.

Investments. The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly make or maintain Make any Investment except for if, immediately before and after giving effect to such Investment, (x) the followingSenior Secured Leverage Ratio, calculated on a Pro Forma Basis after giving effect to such Investment, exceeds 2.50 to 1.00 or (y) Liquidity is less than $50,000,000, other than: (a) Investments existing on the Closing Date and disclosed on Schedule 7.03, and any refinancings consisting of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e)Cash Equivalents; (b) Investments held by in a Person that is the Borrower or such Subsidiary in the form subject of cash or Cash Equivalentsa Permitted Acquisition; (c) Investments in accountsconsisting of advances to officers, contract rights directors and chattel paper (each as defined in the UCC), notes receivable and similar items arising or acquired from the sale of Inventory in the ordinary course of business consistent with the past practice employees of the Borrower Guarantor or of any Restricted Subsidiary for travel, entertainment, relocation, anticipated bonus and its Subsidiariesanalogous ordinary business purposes; (d) Investments received in settlement of amounts due to any wholly-owned Significant Domestic Subsidiary or the Borrower or any Subsidiary of the Borrower effected in the ordinary course of businessBorrower; (e) Investments by the Borrower Guarantor or any Significant Domestic Subsidiary in any WhollySubsidiary (other than a wholly-Owned owned Significant Domestic Subsidiary or the Borrower) or any Joint Venture; provided that at the time any such Investment is made (and giving effect thereto), the aggregate amount of all such Investments in all such Subsidiaries and Joint Ventures made pursuant to this clause (e) then outstanding does not exceed one and one-half (1.50) times the Guarantor’s consolidated trailing twelve month EBITDA as of any Wholly-Owned Subsidiary the Guarantor’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in the Borrower or in another Wholly-Owned Subsidiaryaccordance with GAAP are available; (f) loans or advances Investments consisting of (i) the extension of credit to employees customers of the Borrower or any of Guarantor and its Subsidiaries (or guaranties for the purpose of loans and advances made by a third party to employees financing such customers’ purchases of the Borrower or any of Guarantor’s and/or its Subsidiaries’ products and services, not to exceed $10,000,000 in the aggregate outstanding at any time during the term of the Agreement or (ii) the extension of credit to customers or suppliers of the Guarantor and its Subsidiaries in the ordinary course of business; provided, that the aggregate principal amount of all such loans business and advances and guaranties of loans and advances shall not exceed $1,000,000 at any timeInvestments received in satisfaction or partial satisfaction thereof; (g) Investments constituting Guaranty Obligations permitted by Section 7.01received in connection with the settlement of a bona fide dispute with another Person; (h) Investments in connection with representing all or a Permitted Acquisitionportion of the sales price of Property sold or services provided to another Person; (i) Investments by any Restricted Subsidiary that is not a Significant Domestic Subsidiary (i) in Rabbi Trusts any other Person that are made pursuant to another clause of this Clause C.16 to the extent the amount of such Investment consists of amounts substantially concurrently received by such Restricted Subsidiary from Investments made in an aggregate amount not such Restricted Subsidiary pursuant to exceed $15,000,000 clauses (plus income e), (l) or (m) of this Clause C.16 and capital growth with respect thereto)(ii) in any other Subsidiary of the Guarantor or a Joint Venture; (j) Investments by the Guarantor or any of its Restricted Subsidiaries, whether directly or indirectly, in Joint Ventures contemplated by the European JV Documents not to exceed $175,000,000 in the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04aggregate; (k) Investments not to exceed, in any Fiscal Year (when taken together with all other Investments then outstanding made in connection with the Foreign Subsidiary Reorganization; and under this clause (l) other Investments not constituting Acquisitions by in such Fiscal Year), an amount equal to the Borrower or any Subsidiary made after greater of (x) $225,000,000 and (y) an amount equal to 10.0% of the Closing DateConsolidated Total Assets as of the most-recently ended Fiscal Quarter for which financial statements prepared on a consolidated basis in accordance with GAAP are available; provided that (i) if at the aggregate outstanding amount end of all the applicable Fiscal Year, Investments made pursuant to this clause (l) at a time when are less than $225,000,000 in the Leverage Ratio (after giving pro forma effect to aggregate in such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request , then the amount by which $225,000,000 exceeds the Administrative Agent at Investments made in such Fiscal Year pursuant to this clause (l) may be carried forward and included in the aggregate amount of Investments permitted to be made in succeeding Fiscal Years pursuant to this clause (l) (including the application of any time carry-forward permitted by this subclause (i)) and (ii) in no event shall the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule amount of all then-outstanding Investments made pursuant to this clause (l) at a time when in any Fiscal Year exceed $550,000,000; and (l) Investments made with the Leverage Ratio was less than 2.00 to 1.00Available Basket Amount. For purposes of covenant compliancedetermining compliance with this Clause C.16, (x) an Investment need not be made solely by reference to one category of Investments described in clauses (a) through (l) above but may be made under any combination of such categories (including in part under one such category and in part under any other such category) and (y) in the event that an Investment (or any portion thereof) meets the criteria of one or more of such categories of Investments described in clauses (a) through (l) above, the amount Guarantor, in its sole discretion, may classify or may subsequently reclassify at any time such Investment (or any portion thereof) in any manner that complies with this covenant; provided that all Investments made under Clause C.16(l) shall at all times be justified in reliance only on the exception in Section C.16(l). The Guarantor shall promptly deliver to Ex-Im Bank written notice of any Investment such reclassification, which notice shall be the original cost of set forth any related calculations for such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investmentreclassification.

Investments. The Borrower shall Each Credit Party will not, and shall will not permit any of its Subsidiaries to, directly purchase, make, incur, assume or indirectly make or maintain permit to exist any Investment except for in any other Person, including the following:formation, creation or acquisition of any Subsidiary, except: ​ (a) Investments existing on the Closing Date or, on and disclosed on after the Third Amendment Initial Funding Date, the Third Amendment Initial Funding Date and identified in Schedule 7.03, and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e);9.05; ​ (b) Investments held by the Borrower or such Subsidiary in the form of cash or and Cash Equivalents;; ​ (c) Investments received in accountsconnection with the bankruptcy or reorganization of, contract rights or settlement of delinquent accounts and chattel paper (disputes with, customers and suppliers, in each as defined in the UCC), notes receivable and similar items arising or acquired from the sale of Inventory case in the ordinary course of business consistent with the past practice of the Borrower and its Subsidiaries;business; ​ (d) Investments received by way of contributions to capital or purchases of Capital Stock (i) by any Credit Party in settlement any of amounts due to the Borrower its Subsidiaries that are Credit Parties or by any Subsidiary that is not a Credit Party in any Credit Party; provided that such Investment is in compliance with Section 9.01(h) in the event such Investment constitutes Indebtedness of the Borrower effected party making such Investment, and (ii) by any Credit Party in any Subsidiary that is not a Credit Party in an aggregate amount at any time not to exceed, when combined with the aggregate principal amount of Indebtedness incurred pursuant to Section 9.01(h)(iv), $500,000; ​ (e) Investments constituting (i) accounts receivable arising, (ii) trade debt granted, or (iii) deposits made in connection with the purchase price of goods or services, in each case in the ordinary course of business; (ef) Investments any agreement by any Credit Party to accept a deferred portion of the Borrower sales price in connection with any Wholly-Owned Subsidiary and Investments Disposition permitted under Section 9.04; ​ (g) Permitted Acquisitions; ​ (h) intercompany Indebtedness permitted pursuant to Section 9.01(h), so long as the applicable Persons have complied with the requirements set forth in such Section; ​ (i) the maintenance of any Wholly-Owned Subsidiary deposit accounts in the Borrower or ordinary course of business so long as the applicable provisions of Section 8.12 have been complied with in another Wholly-Owned Subsidiaryrespect of such deposit accounts; ​ (j) Guarantee Obligations to the extent permitted by Section 9.01(f); (fk) loans or advances to employees of the Borrower or any of its Subsidiaries (or guaranties of loans and advances made by a third party to officers, directors and employees of the Borrower or any of its Subsidiaries) Credit Party for reasonable and customary business related travel expenses, entertainment expenses, moving expenses and similar expenses, in each case incurred in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any time; (g) Investments constituting Guaranty Obligations permitted by Section 7.01; (h) Investments in connection with a Permitted Acquisition; (i) Investments in Rabbi Trusts in an aggregate outstanding principal amount at any time not to exceed $15,000,000 (plus income and capital growth with respect thereto); (j) Investments in the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04; (k) Investments made in connection with the Foreign Subsidiary Reorganization500,000; and​ (l) Investments consisting of loans made in lieu of Restricted Payments which are otherwise permitted under Section 9.07; ​ (m) deposits, prepayments and other Investments not credits to suppliers and deposits in connection with lease obligations, taxes, insurance and similar items, in each case made in the ordinary course of ​ ​ business and securing Contractual Obligations of a Credit Party, in each case to the extent constituting Acquisitions by the Borrower or any Subsidiary made after the Closing Datea Permitted Lien; and ​ (n) obligations under Hedging Agreements permitted under Section 9.12. ​ provided that the aggregate outstanding amount of all Investments made pursuant to this clause no Investment otherwise permitted under clauses (ld)(ii), (f), (g) at a time when the Leverage Ratio or (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewithk) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be permitted to be made if, at the original cost time of making any such Investment, minus the amount any Default or Event of any portion of such Investment repaid to the investor as a dividend, repayment of loan Default has occurred and is continuing or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investment.would result therefrom. ​

Investments. The Borrower shall notMake or hold any Investments, and shall not permit any of its Subsidiaries to, directly or indirectly make or maintain any Investment except for the followingexcept: (a) Investments existing on held by the Closing Date Borrower and disclosed on Schedule 7.03, its Subsidiaries in the form of Cash Equivalents and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e)auction rate securities; (b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $250,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (i) Investments held by the Borrower or and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by the Borrower and its Subsidiaries in Subsidiaries that are not Loan Parties so long as (x) at the time of any such Subsidiary in Investment each of the form of cash or Cash Equivalents; Payment Conditions are satisfied and (cy) Investments in accounts, contract rights and chattel paper (each as defined in the UCC), notes receivable and similar items arising or acquired from the sale of Inventory such Investment is made in the ordinary course of business and is consistent with the past practice practice, and (iii) Investments by Subsidiaries of the Borrower and its Subsidiariesthat are not Loan Parties in other Subsidiaries that are not Loan Parties; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in settlement of amounts due satisfaction or partial satisfaction thereof from financially troubled account debtors to the Borrower extent reasonably necessary in order to prevent or any Subsidiary of the Borrower effected limit loss; (e) Investments in negotiable instruments deposited or to be deposited for collection in the ordinary course of business; (e) Investments by the Borrower in any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned Subsidiary; (f) loans or advances to employees transfer pricing arrangements among any of the Loan Parties on the one hand and any Subsidiary of the Borrower or that is not organized under the laws of any of its Subsidiaries (or guaranties of loans and advances made by a third party to employees political subdivision of the Borrower or any of its Subsidiaries) United States on the other hand entered in the ordinary course of business; provided, business consistent with past practice and on less favorable terms than those that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any timeLoan Parties can obtain from a third party; (g) Investments constituting Guaranty Obligations Guarantees permitted by Section 7.017.02; (h) Investments existing on the date hereof (other than those referred to in connection with a Permitted Acquisition;Section 7.03(c)(i)) and set forth on Schedule 5.08(e); and (i) Investments in Rabbi Trusts in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto); (j) Investments in the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04; (k) Investments made in connection with the Foreign Subsidiary Reorganization; and (l) other Investments not constituting Acquisitions approved by the Borrower or any Subsidiary made after the Closing Date; provided that the aggregate outstanding amount of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such InvestmentRequired Lenders.

Investments. The Borrower shall Holdings will not, and shall will not permit any of its Subsidiaries to, directly purchase, make, incur, assume or indirectly make or maintain permit to exist any Investment except for the followingin any other Person, except: (a) Investments existing on the Closing Restatement Effective Date and disclosed on identified in Schedule 7.03, 7.05(a) and restructurings or exchanges in respect of any refinancings such Investment that do not increase the principal amount of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e)Investment; (b) Investments held by the Borrower or such Subsidiary in the form of cash or Cash and Cash Equivalents; (c) Investments received in accounts, contract rights and chattel paper (each as defined in the UCC), notes receivable and similar items arising or acquired from the sale of Inventory in the ordinary course of business consistent connection with the past practice of the Borrower and its Subsidiaries; (d) Investments received in bankruptcy or reorganization of, or settlement of amounts due to the Borrower or any Subsidiary of the Borrower effected delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (d) Investments consisting of any deferred portion of the sales price received by any Subsidiary in connection with any Disposition permitted under Section 7.11; (e) Investments by the Borrower way of contributions to capital or purchases of Capital Securities by Holdings in any Wholly-Owned Subsidiary or by any Subsidiary in any other Subsidiary; provided that, the aggregate amount of intercompany loans made pursuant to Section 7.02(f)(ii) and Investments of under this Section 7.05(e) made by Loan Parties in Subsidiaries that are not Loan Parties shall not exceed the amount set forth in clause Section 7.02(f)(ii) at any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned Subsidiarytime; (f) loans Investments constituting (i) accounts receivable arising, (ii) trade debt granted, or advances to employees (iii) deposits made in connection with the purchase price of the Borrower goods or any of its Subsidiaries (or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Subsidiaries) services, in each case in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any time; (g) Investments in Capital Securities constituting Guaranty Obligations permitted by Section 7.01; (h) Investments in connection with a Permitted Acquisition; Acquisitions; provided that (i) Investments in Rabbi Trusts in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto); (j) Investments each such Investment shall result in the nature of, acquisition of a wholly owned North American Subsidiary and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04; (kii) Investments made in connection with the Foreign Subsidiary Reorganization; and (l) other Investments not constituting Acquisitions by the Borrower or any Subsidiary made after the Closing Date; provided that the aggregate outstanding amount of all Investments made pursuant to this clause (l) at a time when the Consolidated Leverage Ratio (as of the period of four consecutive Fiscal Quarters most recently ended prior to the date of such Permitted Acquisition is, after giving pro forma effect to such Permitted Acquisition, at least .25 less than is otherwise required pursuant to Section 7.04(a) at the time of such Permitted Acquisition; (h) Investments constituting Secured Hedge Agreements; (i) Guarantees permitted by Section 7.02; (j) loans and advances (i) to employees (including drivers of Motor Vehicles) of Holdings or any Indebtedness incurred of its Subsidiaries in the ordinary course of business (including for travel, fuel costs, tolls, entertainment and relocation expenses) and (ii) to non-employee owner/operators of Motor Vehicles in the ordinary course (in the nature of advances for fuel costs, tolls, repairs and other similar ordinary course items); (k) Capital Expenditures permitted by Section 7.07; (l) intercompany loans permitted by Sections 7.02(f) and (g); (m) Investments made in connection therewithwith Permitted Acquisitions permitted by clause Section 7.10(b); (n) was greater Hedging Obligations permitted by Section 7.02(k); (o) loans and advances in the ordinary course of business (i) to finance the purchase or lease of Motor Vehicles or other equipment by non-employee owner/operators or similar individuals performing services for Holdings or its Subsidiaries, provided that (x) Holdings or such Subsidiary has a Lien on the Motor Vehicles or other equipment purchased or leased and (y) the purchase of any such Motor Vehicles or other equipment are included as Capital Expenditures for the purposes of Section 7.07 and (ii) to finance tuition costs of student/trainees enrolled in driver training academies of the Borrower or one of its Subsidiaries; (p) Investments made in a Captive Insurance Company, in an amount not to exceed the minimum amount of capitalization required pursuant to regulatory capital requirements; (q) Investments in a Receivables Subsidiary or in any Persons by a Receivables Subsidiary in connection with a Qualified Receivables Transaction; (r) Investments incurred as a result of prepayments of Indebtedness not restricted by Section 7.08; (s) other Investments in an amount not to exceed $80,000,000 at any time outstanding; provided that to the extent any Investment is made by Holdings or its Subsidiaries in less than or equal to 2.00 to 1.00 shall not exceed 10100% of the consolidated total assets Capital Securities of any Person, and Holdings or any of its Subsidiaries subsequently acquires the remainder of the Borrower and its SubsidiariesCapital Securities of such Person, as determined in accordance with GAAP as such Investment shall no longer be considered a use of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (ls) so long as, at a the time when of the Leverage Ratio was less than 2.00 to 1.00. For purposes acquisition of covenant compliancethe remainder of such Capital Securities, the amount acquisition of 100% of the Capital Securities of such Person would be permitted as a Permitted Acquisition under Section 7.05(g); or (t) any Permitted Bond Hedge; provided, however, that (i) any Investment which when made complies with the requirements of the definition of the term “Cash Equivalent” may continue to be held notwithstanding that such Investment if made thereafter would not comply with such requirements, and (ii) no Investment otherwise permitted by clause (g), (m) or (s) shall be the original cost of such Investment, minus the amount of permitted to be made if any portion of such Investment repaid to the investor as a dividend, repayment of loan Default has occurred and is continuing or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investmentwould result therefrom.

Investments. The Borrower shall notMake any Investments, and shall not permit any of its Subsidiaries to, directly or indirectly make or maintain any Investment except for the followingexcept: (a) Investments existing on the Closing Date and disclosed on Schedule 7.03, and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e); (b) Investments held by the Borrower Holdings or such any Subsidiary in the form of cash or Cash Equivalents; (b) Investments existing as of the Closing Date and set forth in Schedule 8.02; (c) Investments (i) in accountsany Person that is a Loan Party, contract rights (ii) by Holdings and chattel paper its wholly-owned Domestic Subsidiaries in and to Holdings and its wholly-owned Domestic Subsidiaries, (each as defined iii) by any Domestic Subsidiary that is not a Guarantor or any Foreign Subsidiary in Holdings or any Subsidiary, foreign or domestic and (iv) by any Loan Party in and to any Domestic Subsidiary that is not a Guarantor, any Foreign Subsidiary or any joint venture to the extent permitted by Section 8.02(g); (d) Investments consisting of extensions of credit in the UCCnature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 8.03; (f) Permitted Acquisitions; (g) Investments made after the Closing Date in (i) Domestic Subsidiaries that are not Guarantors, (ii) Foreign Subsidiaries and (iii) joint ventures; provided, however, that the aggregate amount of all such Investments (on a cost basis but net of principal returns made to any Loan Party) made by Loan Parties pursuant to this clause (g) shall not exceed the positive difference, if any, of (1) an amount equal to the greater of (A) ten percent (10%) of Consolidated Total Assets and (B) $150,000,000 and (2) the aggregate Net Cash proceeds used from the Closing Date to the date of such Investment to make Investments pursuant to this clause (g); provided, however, that after giving effect thereto in any such case, (A) the Consolidated Net Secured Leverage Ratio shall be less than 2.25:1.0 on a Pro Forma Basis and (B) Holdings and its Subsidiaries will have minimum Liquidity of not less than $50,000,000; (h) to the extent not prohibited by applicable Law, loans or advances to officers, directors and employees of Holdings and its Subsidiaries made in the ordinary course of business, (i) for travel, entertainment, relocation and other ordinary business purposes, (ii) so long as no Default or Event of Default has occurred and is continuing, in connection with such Person’s purchase of Capital Stock and Capital Stock Equivalents of Holdings in an aggregate principal amount not to exceed $10,000,000 and (iii) for purposes not described in the foregoing clauses (i) and (ii), notes receivable in an aggregate principal amount outstanding at any time under this clause (iii) not to exceed $5,000,000; (i) Investments by Foreign Subsidiaries in Holdings and similar items any of its Subsidiaries (including other Foreign Subsidiaries); (j) Investments made as part of Securitization Transaction permitted pursuant to Section 8.03(i); (k) Investments representing non-cash consideration received in connection with any Disposition permitted hereunder; (l) Investments by any Foreign Subsidiary in any joint venture outside of the United States; (m) Investments in Swap Contracts permitted under Section 8.03; (n) Investments (including debt obligations, Capital Stock and Capital Stock Equivalents) 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 arising or acquired from the sale of Inventory in the ordinary course of business consistent or upon the foreclosure with the past practice respect to any secured Investment or other transfer of the Borrower and its Subsidiariestitle with respect to any secured Investment; (do) Investments received in settlement advances of amounts due payroll payments to the Borrower or any Subsidiary of the Borrower effected employees in the ordinary course of business; (ep) Investments by to the Borrower in any Wholly-Owned Subsidiary extent that payment for such Investments is made solely with Capital Stock and Investments Capital Stock Equivalents of any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned SubsidiaryHoldings; (fq) loans Investments made to repurchase or advances to employees retire Capital Stock and Capital Stock Equivalents of the Borrower Holdings owned by any employee stock ownership plan or any key employee stock ownership plan of its Subsidiaries (or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Subsidiaries) in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any timeHoldings; (gr) Investments constituting Guaranty Obligations permitted by Section 7.01; (h) other Investments in connection with the aggregate at any time (on a Permitted Acquisition; cost basis, but net of principal returns) not to exceed an amount equal to the sum of (i) Investments in Rabbi Trusts in an $75,000,000 plus (ii) the amount available for distribution under Section 8.06(g) without giving effect to Section 8.06(g)(iii) minus (iv) the aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto); (j) Investments in the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04; (k) Investments made in connection with the Foreign Subsidiary Reorganization; and (l) other Investments not constituting Acquisitions by the Borrower or any Subsidiary of Restricted Payments made after the Closing Date; provided that the aggregate outstanding amount of all Investments made Date pursuant to this clause (l) at a time when the Leverage Ratio (Section 8.06(g); provided, however, that after giving pro forma effect to thereto in any such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower case, Holdings and its Subsidiaries, as determined in accordance with GAAP as Subsidiaries will have minimum Liquidity of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was not less than 2.00 to 1.00. For purposes $50,000,000 and (s) Investments consisting of covenant complianceLiens, the amount of any Investment shall be the original cost of such InvestmentIndebtedness, minus the amount of any portion of such Investment repaid to the investor as a dividendfundamental changes, repayment of loan or advanceDispositions and Restricted Payments permitted under Sections 8.01, release or discharge of a guarantee or other obligation or other transfer of property or return of capital8.03, as the case may be8.04, but without any other adjustments for increases or decreases in value8.05 and 8.06, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investmentrespectively.

Investments. The Borrower Borrowers and the Subsidiary Guarantors shall not, and nor shall not they permit any of its their Subsidiaries to, directly or indirectly to make or maintain own any Investment except for the followingin any Person except: (a) Investments existing on the Closing Date and disclosed on Schedule 7.03, and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e); (b) Investments held by the Borrower or such Subsidiary in the form of cash Cash or Cash Equivalents; (b) (i) equity Investments owned as of the Closing Date in any Subsidiary and (ii) Investments made after the Closing Date in Subsidiaries that are Loan Parties; (c) Investments (i) constituting deposits, prepayments and other credits to suppliers, (ii) made in accountsconnection with obtaining, contract rights maintaining or renewing client and chattel paper customer contracts and (each as defined iii) in the UCC)form of advances made to distributors, notes receivable suppliers, licensors and similar items arising or acquired from the sale of Inventory licensees, in the ordinary course of business consistent with the past practice of the Borrower and its Subsidiaries; (d) Investments received in settlement of amounts due to the Borrower or any Subsidiary of the Borrower effected each case, in the ordinary course of business; (d) Investments (i) by any Subsidiary that is not a Loan Party in any other Subsidiary that is not a Loan Party and (ii) by either Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Loan Party so long as, in the case of this clause (ii), the aggregate amount of any such Investments outstanding at any time does not exceed $1,000,000; (e) Investments by the Borrower in any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary in respect of netting services, overdraft protections, automated clearing-house arrangements, employee credit card programs and similar arrangements and otherwise in connection with Cash management and Deposit Accounts, including, for the Borrower avoidance of doubt, to the extent constituting Investments, intercompany obligations of the Loan Parties or any of their Subsidiaries in another Wholly-Owned Subsidiaryconnection with Cash management operations with respect to such Subsidiaries, in each case in the ordinary course of business and consistent with past practice and consistent with the Approved Budget (subject to permitted variances); (f) loans Investments existing on, or advances contractually committed to employees as of, the Closing Date and described in Schedule 6.07 and any modification, replacement, renewal or extension thereof so long as any such modification, renewal or extension thereof does not increase the amount of such Investment except by the Borrower terms thereof or as otherwise permitted by this Section 6.07; (g) Investments received in lieu of Cash in connection with any asset sale permitted by Section 6.08; (h) [Reserved]; (i) Investments consisting of its Subsidiaries (extensions of credit in the nature of accounts receivable or guaranties notes receivable arising from the grant of loans and advances made by a third party to employees of the Borrower or any of its Subsidiaries) trade credit in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any time; (g) Investments constituting Guaranty Obligations permitted by Section 7.01; (h) Investments in connection with a Permitted Acquisition; (i) Investments in Rabbi Trusts in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto); (j) Investments in the nature ofconsisting of Indebtedness permitted under Section 6.01 (other than Indebtedness permitted under Sections 6.01(b) and (h)), Permitted Liens and arising directly as a result ofmergers, consideration received in connection with an Asset Sale consolidations or asset sales or dispositions permitted by Section 6.08 (other than Section 6.08(a) (if made in compliance with reliance on sub-clause (ii)(y)), Section 7.046.08(b) (if made in reliance on clause (ii)) and Section 6.08(c)(i) (if made in reliance on the proviso therein) and Section 6.08(g)); (k) Investments made in the ordinary course of business consisting of endorsements for collection or deposit and customary trade arrangements with customers; (l) Investments (including debt obligations and Capital Stock) received (i) in connection with the Foreign bankruptcy or reorganization of any Person (other than a Subsidiary), (ii) in settlement of delinquent obligations of, or other disputes with, customers, suppliers and other financially troubled account debtors arising in the ordinary course of business and/or (iii) upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) Subject to Section 6.19, if applicable, loans and advances of payroll payments or other compensation to employees, officers, directors, consultants or independent contractors of any Holding Company (to the extent attributable to the ownership or operation of the Borrower Agent and its Subsidiaries), the Borrower Agent or any Subsidiary Reorganizationin the ordinary course of business; (n) [Reserved]; (o) [Reserved]; (p) [Reserved]; (q) Investments made after the date hereof by the Borrower Agent and its Subsidiaries in an aggregate principal amount at any time outstanding not to exceed $1,000,000; (r) To the extent constituting an Investment, payments made after the date hereof by the Borrower Agent and its Subsidiaries pursuant to Section 6.22(a), (c) and (d); (s) Guarantees of leases (other than Capital Leases) or of other obligations not constituting Indebtedness, in each case in the ordinary course of business consistent with past practice; (t) Investments in Holdings in amounts and for purposes for which Restricted Payments to Holdings are permitted under Section 6.05(a); provided that any such Investments made as provided above in lieu of such Restricted Payments shall reduce availability under any applicable Restricted Payment basket under Section 6.05(a); (u) [Reserved]; (v) Investments under any Derivative Transactions permitted to be entered into under Section 6.01; and (lw) other Investments not constituting Acquisitions by the Borrower loans or any Subsidiary made after the Closing Date; provided that the aggregate outstanding amount advances in favor of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% franchisees of the consolidated total assets Borrowers and their respective Subsidiaries made in the ordinary course of the Borrower and its Subsidiaries, as determined business in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent Approved Budget and in an aggregate principal amount not to exceed $1,250,000 at any one time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investmentoutstanding.

Investments. The Borrower shall notDirectly or indirectly, and shall not permit any of its Subsidiaries to, directly or indirectly make or maintain own any Investment except for the followingin any Person, including any Joint Venture, except: (a) Investments existing on the Closing Date in Cash and disclosed on Schedule 7.03, and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e)Cash Equivalents; (b) equity Investments held by owned as of the Closing Date in any Subsidiary and any Joint Venture and Investments made after the Closing Date in the Borrower or such and any Wholly-Owned Subsidiary in the form of cash or Cash EquivalentsGuarantor; (c) Investments (i) in accountsany Securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors and (ii) deposits, contract rights prepayments and chattel paper (each as defined in the UCC), notes receivable and similar items arising or acquired from the sale of Inventory other credits to suppliers made in the ordinary course of business consistent with the past practice practices of the Borrower Loan Parties and its their Subsidiaries; (d) Investments received in settlement of amounts due intercompany loans to the Borrower or extent permitted under Section 6.01(b) and other Investments in Joint Ventures and Subsidiaries which are not Wholly-Owned Subsidiary Guarantors, provided that such Investments (including through intercompany loans and any Permitted Acquisition) in Joint Ventures and Subsidiaries other than Wholly-Owned Subsidiary of the Borrower effected in the ordinary course of business;Guarantors shall not exceed at any time an aggregate amount $50,000,000. (e) Investments by consisting of Consolidated Capital Expenditures with respect to the Borrower in any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned SubsidiaryGuarantors permitted by Section 6.07(b); (f) loans or and advances to employees of the Borrower or any of Holdings and its Subsidiaries (or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Subsidiaries) in the ordinary course of business; provided, that the business in an aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not to exceed $1,000,000 at any time1,000,000; (g) Investments constituting Guaranty Obligations Permitted Acquisitions permitted by pursuant to Section 7.016.08; (h) Investments described in connection with a Permitted AcquisitionSchedule 6.06; (i) Investments in Rabbi Trusts consisting of Hedge Agreements; and (j) other Investments in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto); (j) Investments in the nature of10,000,000 plus, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04; (k) Investments made in connection with the Foreign Subsidiary Reorganization; and (l) other Investments not constituting Acquisitions by the Borrower or any Subsidiary made after the Closing Date; provided that the aggregate outstanding amount of all Investments made pursuant to this clause (l) at a time when if the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater is less than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.004.00:1.00, the Borrower then Available Amount during the term of this Agreement. Notwithstanding the foregoing, in no event shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Loan Party make any Investment shall be which results in or facilitates in any manner any Restricted Junior Payment not otherwise permitted under the original cost terms of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such InvestmentSection 6.04.

Investments. The Borrower shall notMake any Investments, and shall not permit any of its Subsidiaries to, directly or indirectly make or maintain any Investment except for the followingexcept: (a) Investments existing on the Closing Date and disclosed on Schedule 7.03, and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e); (b) Investments held by the Borrower or such Subsidiary in the form of cash or Cash Equivalents; (b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (c) Investments in accounts, contract rights and chattel paper (each as defined in the UCC), notes receivable and similar items arising or acquired from the sale of Inventory in the ordinary course of business consistent with the past practice of the Borrower in any now existing or hereafter acquired wholly-owned Subsidiary and its SubsidiariesInvestments of any Subsidiary in the Borrower or in another now existing or hereafter acquired wholly-owned Subsidiary; provided, however, that (i) in the case of any Investments in Lariat, the aggregate amount of such Investment shall not exceed (x) $1,000,000 less (y) the aggregate amount of Restricted Payments made to Lariat pursuant to Section 7.06(a) and (ii) in the case of an Investment constituting the acquisition from a third party of a Person which thereby becomes a wholly-owned Subsidiary, such Investment is permitted pursuant to another clause of this Section 7.02; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Investments in Oil and Gas Properties (or in Persons substantially all of whose assets consist of Oil and Gas Properties and which become wholly-owned Subsidiaries pursuant to such Investment); (f) Guarantees permitted by Section 7.03; (g) Investments received in connection with bankruptcy or reorganization of, or settlement of amounts due to the Borrower or any Subsidiary of the Borrower effected delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (eh) Investments (including, without limitation, capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower in any Wholly-Owned or a Subsidiary and Investments of any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned Subsidiary; (f) loans or advances to employees of the Borrower or any of its Subsidiaries (or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Subsidiaries) with others in the ordinary course of business; providedprovided that (i) any such venture is engaged exclusively in oil and gas exploration, that development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired in the ordinary course of business and on fair and reasonable terms and (iii) the aggregate principal net amount of all such loans and advances and guaranties of loans and advances shall Investments after the date hereof does not exceed $1,000,000 at any time; (g) Investments constituting Guaranty Obligations permitted by Section 7.01; (h) Investments in connection with a Permitted Acquisition10,000,000; (i) Investments in Rabbi Trusts SageBrush Pipeline LLC in an aggregate amount not to exceed exceeding $15,000,000 (plus income and capital growth with respect thereto);7,500,000; and (j) Investments in the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04; (k) Investments made in connection with the Foreign Subsidiary Reorganization; and (l) other Investments not constituting Acquisitions by the Borrower or any Subsidiary made after the Closing Date; provided that exceeding $5,000,000 in the aggregate outstanding amount of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and in any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% fiscal year of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such InvestmentBorrower.

Investments. The Neither the Borrower nor the Restricted Subsidiaries shall not, and shall not permit any of its Subsidiaries to, directly or indirectly indirectly, make or maintain hold any Investment except for the followingInvestments, except: (a) Investments existing on by the Closing Date and disclosed on Schedule 7.03, and Borrower or any refinancings of its Restricted Subsidiaries in assets that were Cash Equivalents when such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e)Investment was made; (b) Investments held by loans or advances to officers, directors and employees of any Loan Party (or any direct or indirect parent thereof) or any of its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of Holdings or any direct or indirect parent thereof (provided that the amount of such loans and advances shall be contributed to the Borrower or such Subsidiary in cash as common equity) and (iii) for any other purposes not described in the form of cash or Cash Equivalentsforegoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under clause (iii) above shall not exceed $15,000,000; (c) Investments in accounts, contract rights and chattel paper (each as defined in the UCC), notes receivable and similar items arising or acquired from the sale of Inventory in the ordinary course of business consistent with the past practice of i) by the Borrower or any Restricted Subsidiary in any Loan Party and its Subsidiaries(ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party; (d) Investments (i) consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and (ii) received in settlement of amounts due satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to the Borrower or any Subsidiary of the Borrower effected suppliers in the ordinary course of business; (e) Investments consisting of (x) transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d)), 7.04 (other than 7.04(d) and (e)) and 7.05 (other than 7.05(e)), (y) Restricted Payments permitted by Section 7.06 and (z) repayments or other acquisitions of Indebtedness of the Company or a Subsidiary Guarantor not prohibited by Section 7.13; (f) Investments (i) existing or contemplated on the Closing Date and set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) existing on the Closing Date by the Borrower in or any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Restricted Subsidiary in the Borrower or in another Wholly-Owned Subsidiaryany other Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of any original Investment under this clause (f) is not increased except by the terms of such Investment as of the Closing Date or as otherwise permitted by Section 7.02; (fg) Investments in Swap Contracts permitted under Section 7.03; (h) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (i) any acquisition of all or substantially all the assets of, or all the Equity Interests (other than directors’ qualifying shares or any options for Equity Interests that cannot, as a matter of law, be cancelled, redeemed or otherwise extinguished without the express agreement of the holder thereof at or prior to acquisition) in, a Person or division or line of business of a Person (or any subsequent investment made in a Person, division or line of business previously acquired in a Permitted Acquisition), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default shall have occurred and be continuing or would result therefrom (other than in respect of any Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefrom); (ii) the Borrower and the Restricted Subsidiaries shall be in Pro Forma Compliance with the covenants set forth in Section 7.11 after giving effect to such acquisition or investment and any related transactions; (iii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; (iv) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary (it being understood that the acquisition of an Unrestricted Subsidiary as part of a Permitted Acquisition shall be deemed to be an Investment made in reliance on a provision of this Section 7.02 other than this clause (i)) shall become Guarantors, in each case, in accordance with Section 6.11, and (v) the aggregate amount of such Investments by Loan Parties in assets that are not (or do not become) owned by a Loan Party or in Equity Interests in Persons that do not become Loan Parties upon consummation of such acquisition shall not exceed $75,000,000 (any such acquisition, a “Permitted Acquisition”); (j) Investments made in connection with the Transactions; (k) 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 consistent with past practices; (l) 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 arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to the Borrower and any other direct or indirect parent of the Borrower, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments permitted to be made to such parent in accordance with Section 7.06(f), (g) or (h); (n) other Investments (including in connection with Permitted Acquisitions as contemplated pursuant to Sections 7.02(i)(iv) and (i)(v)) (i) made prior to the Amendment No. 4 Effective Date pursuant to this clause (n) and (ii) made on or after the Amendment No. 4 Effective Date in an aggregate amount outstanding pursuant to this clause (n) (valued at the time of the making thereof, and without giving effect to any write downs or write offs thereof) at any time not to exceed (x) $175,000,000 (net of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) plus (y) the portion, if any, of the Cumulative Credit on the date of such election that the Borrower elects to apply to this subsection (y), such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied; (o) advances of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business and consistent with past practice in connection with obtaining, maintaining or renewing client contracts and loans or advances made to employees distributors in the ordinary course of business and consistent with past practice and (ii) Investments to the extent that payment for such Investments is made solely with Equity Interests of the Borrower (or any direct or indirect parent of the Borrower); (q) Investments of a Restricted Subsidiary acquired after the Closing Date or of a corporation merged or amalgamated or consolidated into the Borrower or merged, amalgamated or consolidated with a Restricted Subsidiary, in each case in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation, do not constitute a material portion of the aggregate assets acquired by the Borrower and its Restricted Subsidiaries in such transaction and were in existence on the date of such acquisition, merger or consolidation; (r) Investments made by any Restricted Subsidiary that is not a Loan Party to the extent such Investments are financed with the proceeds received by such Restricted Subsidiary from an Investment in such Restricted Subsidiary contemplated pursuant to Section 7.02(n) or permitted under Section 7.02(i)(v); (s) Guarantees by the Borrower or any of its Restricted Subsidiaries of leases (other than Capitalized Leases) or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Subsidiaries) other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any time; (g) Investments constituting Guaranty Obligations permitted by Section 7.01; (h) Investments in connection with a Permitted Acquisition; (i) Investments in Rabbi Trusts in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto); (j) Investments in the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04; (k) Investments made in connection with the Foreign Subsidiary Reorganization; and (lt) other Investments not constituting Acquisitions by loans and leases of animals to third parties for the Borrower or any Subsidiary made after the Closing Date; provided that the aggregate outstanding amount of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant complianceexhibition, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan storage or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capitalbreeding, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs each case in the ordinary course of business and consistent with respect to such Investment or interest earned on such Investmentpast practices.

Investments. The Borrower No Credit Party shall, nor shall not, and shall not it permit any of its Subsidiaries to, directly or indirectly indirectly, make or maintain own any Investment except for the followingin any Person, including any Joint Venture Entity and any Foreign Subsidiary, except: (a) Investments existing on the Closing Date in cash and disclosed on Schedule 7.03, Cash Equivalents and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e)deposit accounts or securities accounts in connection therewith; (b) Investments held by owned as of the Borrower Effective Date in any Subsidiary or such Unconsolidated Affiliate, and Investments in any Subsidiary in formed or acquired after the form of cash or Cash EquivalentsEffective Date; (c) Investments in accounts, contract rights intercompany loans and chattel paper (each as defined in Guarantees to the UCC), notes receivable and similar items arising or acquired from the sale of Inventory in the ordinary course of business consistent with the past practice of the Borrower and its Subsidiariesextent permitted under Section 8.1; (d) Investments received existing on the Effective Date and described on Schedule 8.6; (e) Investments in settlement of amounts due Real Estate Assets that constitute Healthcare Facilities (other than Development Property, Investments in which shall be subject to the Borrower exclusions set forth in clause (j) below); (f) Investments in Subsidiaries formed or acquired after the Effective Date that do not own any Subsidiary Unencumbered Properties and that are not required to become Guarantors in accordance with Section 7.12(b), so long as the Credit Parties shall be in compliance, on a pro forma basis after giving effect to such Investment, with the financial covenants set forth in Section 8.8, recomputed as of the last day of the most recently ended Fiscal Quarter of the Borrower effected for which financial statements have been delivered pursuant to Section 7.1; (g) Investments constituting Swap Contracts permitted by Section 8.1(f); (h) Investments constituting accounts or lease or rent receivables, prepayments and deposits, in each case made in the ordinary course of business; (ei) Investments by in the Borrower nature of capital expenditures in any Wholly-Owned Subsidiary and Investments respect of any Wholly-Owned Subsidiary in fixed or capital asset, to the Borrower extent such capital expenditures constitute normal replacements and maintenance which are properly charged to current operations or in another Wholly-Owned Subsidiary; (f) loans or advances to employees of the Borrower or any of its Subsidiaries (or guaranties of loans other reasonable and advances customary capital expenditures made by a third party to employees of the Borrower or any of its Subsidiaries) in the ordinary course of business; provided, that the aggregate principal amount business of all such loans the Parent and advances and guaranties of loans and advances shall not exceed $1,000,000 at any time; (g) Investments constituting Guaranty Obligations permitted by Section 7.01; (h) Investments in connection with a Permitted Acquisition; (i) Investments in Rabbi Trusts in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto)its Subsidiaries; (j) subject to the following limitations, Investments in the nature offollowing asset classes: (i) Capital Stock, the issuer with respect to which is an Unconsolidated Affiliate made to, or similar Investments in, any Person (other than an Affiliate of any Credit Party) that owns, directly or indirectly, one or more Real Estate Assets that constitute Healthcare Facilities (“Class I”), (ii) Development Properties (“Class II” and arising directly together with Class I may be referred to herein individually as a result of“Class” and collectively as “Classes”): provided, consideration received Investments in connection with an Asset Sale made in compliance with Section 7.04; (k) Investments made in connection with each of the Foreign Subsidiary Reorganization; and (l) other Investments not constituting Acquisitions by foregoing asset Classes shall be permitted hereunder only to the Borrower or any Subsidiary made after the Closing Date; provided extent that the aggregate outstanding amount of all Investments made pursuant to this clause in such Class (lbased on the GAAP book value of each such Investment at such time of determination) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall does not exceed 10the corresponding percentage of Total Asset Value for such Class set forth below: I Unconsolidated Affiliates 25.0% of II Development Property 35.0% Notwithstanding anything contained herein to the consolidated total assets contrary, any failure of the Borrower and its Subsidiariesto meet the foregoing Investment limitations shall not constitute an Event of Default hereunder, as determined but shall result in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion excess value of such Investment repaid being excluded when calculating Total Asset Value hereunder. Notwithstanding the foregoing, (x) in no event shall any Credit Party make any Investment under this Section 8.6 which results in or facilitates in any manner any Restricted Payment not otherwise permitted under the terms of Section 8.4; and (y) in no event shall the Parent be permitted to make any equity Investment in any Person other than the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such InvestmentBorrower.

Investments. The Borrower shall will not, and shall not nor will it permit any of its Subsidiaries to, directly or indirectly make or maintain permit to remain outstanding any Investment except for the followingInvestments except: (a) operating deposit accounts with banks; (b) Permitted Investments; (i) Investments existing by the Borrower and its Subsidiaries in Capital Stock of Subsidiaries of the Borrower (other than any Excluded Non-Media Subsidiaries) and (ii) advances by the Borrower and its Subsidiaries to any of the Subsidiary Guarantors, and advances by any of the Designated SBG Subsidiaries to the Borrower, in the ordinary course of business permitted to be incurred by Section 7.01(c); (d) Investments outstanding on the Closing Fourth Restatement Effective Date (other than Investments permitted under clauses (a), (b) and disclosed on (c) of this Section) and identified in Schedule 7.034.14(b); (e) the acquisition of the Capital Stock of Persons or the formation of Wholly Owned Subsidiaries of the Borrower for the acquisition of Capital Stock of Persons, resulting in such Persons becoming Wholly Owned Subsidiaries of the Borrower, in each case for the purpose of enabling the Borrower and any refinancings its Subsidiaries to consummate acquisitions permitted by Section 7.04; (f) Guarantees by Subsidiary Guarantors of such Investments Indebtedness of the Borrower to the extent constituting Indebtedness otherwise such guarantees are permitted under Section 7.01(b), provided such refinancing complies with the provisions of 7.01; (g) Guarantees permitted under Section 7.01(e); (b) Investments held by the Borrower or such Subsidiary in the form of cash or Cash Equivalents; (c) Investments in accounts, contract rights and chattel paper (each as defined in the UCC), notes receivable and similar items arising or acquired from the sale of Inventory in the ordinary course of business consistent with the past practice of the Borrower and its Subsidiaries; (d) Investments received in settlement of amounts due to the Borrower or any Subsidiary of the Borrower effected in the ordinary course of business; (eh) Investments by the Borrower and its Subsidiaries in any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Receivables Subsidiary in the Borrower or in another Wholly-Owned Subsidiaryconnection with any Receivables Financing permitted under Section 7.01(f); (fi) loans additional Investments not exceeding $5,000,000 in the aggregate made after the Fourth Restatement Effective Date, provided that no Default shall have occurred and be continuing at the time of the making of each such Investment or advances to employees of would result therefrom; (j) Investments by the Borrower or any of its Subsidiaries (or guaranties not exceeding $13,500,000 in the aggregate with respect to payments required to be made after the Fourth Restatement Effective Date with respect to purchase options in existence on such date relating to the purchase of loans Stations by the Borrower and advances made by a third party to employees its Subsidiaries; provided that no Default shall have occurred and be continuing at the time of the Borrower making of each such Investment or any of its Subsidiaries) in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any time; (g) Investments constituting Guaranty Obligations permitted by Section 7.01; (h) Investments in connection with a Permitted Acquisition; (i) Investments in Rabbi Trusts in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto); (j) Investments in the nature of, and arising directly as a would result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04therefrom; (k) Investments made the consummation of the Tender Offer Transactions; (l) the purchase, repurchase, redemption, defeasance, retirement or refinancing in full by the Borrower of the 8% Senior Subordinated Notes with (i) the proceeds of Indebtedness permitted under Section 7.01(j) and (ii) cash on hand in connection with the Foreign Subsidiary ReorganizationSpecified 8% Notes Refinancing; (m) the purchase, repurchase, redemption, defeasance, retirement or refinancing in full by the Borrower of the Holding Company Convertible Debentures with the proceeds of Indebtedness permitted under Section 7.01(j); (n) the purchase, repurchase, redemption, prepayment or acquisition for value of any Other Debt to the extent permitted under Section 6.13(b) (and the immediate retirement or cancellation thereof); and (lo) other Investments not constituting Acquisitions by the Borrower refinancing of Permitted Second Priority Refinancing Debt, Permitted Senior Unsecured Refinancing Debt or any Subsidiary made after the Closing Date; provided that the aggregate outstanding amount of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such InvestmentPermitted Subordinated Refinancing Debt.

Investments. The None of FIL, Borrower shall not, and shall not permit or any of its FIL’s other Subsidiaries to, directly or indirectly shall make or maintain any Investment except for the following: (ai) Investments existing on permitted by the Closing Date and disclosed on investment policy of FIL set forth in Schedule 7.035.02(e) or, and if any refinancings of such Investments changes to the extent constituting Indebtedness otherwise permitted under Section 7.01(b)investment policy of FIL are hereafter duly approved by the Board of Directors of FIL, provided in any subsequent investment policy which is the most recent investment policy delivered by FIL to Agent with a certificate of FIL’s chief financial officer to the effect that such refinancing complies with the provisions investment policy has been duly approved by FIL’s Board of Section 7.01(e)Directors and is then in effect; (bii) Investments held by (x) listed in Schedule 5.02(e) or (y) in Wholly-Owned Subsidiaries, in each case existing or committed on the Borrower or such Subsidiary in the form of cash or Cash EquivalentsEffective Date; (c) Investments in accounts, contract rights and chattel paper (each as defined in the UCC), notes receivable and similar items arising or acquired from the sale of Inventory in the ordinary course of business consistent with the past practice of the Borrower and its Subsidiaries; (diii) Investments received by FIL, Borrower and FIL’s other Subsidiaries in connection with the bankruptcy or reorganization of customers and suppliers and in settlement of amounts due to the Borrower or any Subsidiary of the Borrower effected delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; (eiv) Investments by FIL, Borrower, the Borrower Material Subsidiaries and the Guarantors directly or indirectly in any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned Subsidiaryeach other; (fv) Investments consisting of loans or advances to employees of the Borrower or any of its Subsidiaries (or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Subsidiaries) officers for travel, housing, relocation and other similar expenses incurred in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any time; (gvi) Investments constituting Guaranty Obligations permitted by Section 7.01of FIL, Borrower and FIL’s other Subsidiaries in interest rate protection, currency swap and foreign exchange arrangements, provided that all such arrangements are entered into in connection with bona fide hedging operations and not for speculation; (hvii) Investments in connection with a Permitted AcquisitionDeposit accounts; (iviii) Investments in Rabbi Trusts in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect theretopermitted by Subparagraph 5.02(d); (jix) Investments in Other Investments, provided that: (A) No Default has occurred and is continuing on the nature date of, and arising directly as a or will result ofafter giving effect to, consideration received in connection with an Asset Sale made in compliance with Section 7.04; (k) Investments made in connection with the Foreign Subsidiary Reorganizationany such Investment; and (lB) The aggregate consideration paid by FIL, Borrower and FIL’s other Subsidiaries for all such Investments not constituting Acquisitions by the Borrower or any Subsidiary made after the Closing Date; provided that the aggregate outstanding amount of all Investments made pursuant to this clause (lix) at a time when the Leverage Ratio in any fiscal year (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewithwithout duplication) was greater than or equal to 2.00 to 1.00 shall does not exceed the sum of (1) ten percent (10% %) of the consolidated total assets of the Borrower FIL and its Subsidiaries, as determined in accordance with GAAP as of Subsidiaries at the last day end of the immediately preceding Fiscal Year; provided further that upon request fiscal quarter, plus (2) seventy-five percent (75%) of the Net Proceeds received from the issuance by FIL of any Equity Securities of the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this type described in clause (la) at a time when of the Leverage Ratio was less than 2.00 to 1.00. For purposes definition of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan “Equity Securities” during calendar year 2001 or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investmentthereafter.

Investments. The Borrower shall notMake any Investment, except in the case of Holdings and shall not permit any of its Restricted Subsidiaries to, directly (other than any Insurance Subsidiary unless otherwise expressly included in this Section 7.8 or indirectly make or maintain any Investment except for the following:permitted by Section 7.16): (a) Investments existing on the Closing Date accounts receivable and disclosed on Schedule 7.03, and any refinancings other extensions of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e); (b) Investments held trade credit by the Borrower or such Subsidiary in the form of cash or Cash Equivalents; (c) Investments in accounts, contract rights and chattel paper (each as defined in the UCC), notes receivable and similar items arising or acquired from the sale of Inventory its Subsidiaries in the ordinary course of business consistent with the past practice of the Borrower and its Subsidiaries; (d) Investments received in settlement of amounts due advances made to the Borrower or any Subsidiary of the Borrower effected Alliance Human Services in the ordinary course of business; (b) Investments in Cash Equivalents; (c) Guarantee Obligations permitted by Section 7.2; (d) intercompany Investments by (i) any Group Member (x) in the Borrower or any Person that, prior to such investment, is a Subsidiary Guarantor or (y) in any Excluded Subsidiary and (ii) by any Restricted Subsidiary that is not a Guarantor in any other Restricted Subsidiary that is not a Guarantor; provided, however, that any such Investments in any Insurance Subsidiary must be made in compliance with clause (u) below and the aggregate amount of Investments made pursuant to subclause (y) shall not exceed the greater of (a) $50,000,000 and (b) 5% of Total Assets at any time outstanding; (e) existing Investments as listed on Schedule 7.8(g); (f) Capital Expenditures; (g) Permitted Acquisitions; (h) the formation of and Investments in new Restricted Subsidiaries of Holdings or the Borrower that are Subsidiary Guarantors, provided that (i) such Restricted Subsidiary is owned by the Borrower or a Subsidiary Guarantor and (ii) after the date of the formation or acquisition of any such Restricted Subsidiary and the Investment therein, and after giving effect thereto, such new Restricted Subsidiary and its parent shall have entered into any and all agreements (in form and substance reasonably satisfactory to the Administrative Agent) necessary to comply with Section 6.9; (i) the Borrower and its Restricted Subsidiaries may receive and own Capital Stock or other investments acquired as non-cash consideration pursuant to dispositions permitted under Section 7.5; (j) the Borrower and its Restricted Subsidiaries may make pledges and deposits permitted under Section 7.3; (k) the Borrower and its Restricted Subsidiaries may make Investments and guarantees expressly permitted under Sections 7.2, 7.4, 7.5 (other than 7.5(u)) and 7.6; (l) the Borrower and its Restricted Subsidiaries may make an Investment that could otherwise be made as a Restricted Payment to the extent the related advance or investment would be permitted under Section 7.6(i) (it being understood that any such Investment shall be deemed to be and shall count as a Restricted Payment for purposes of Section 7.6(i)); (m) the Borrower and its Restricted Subsidiaries may hold Investments to the extent such Investments reflect an increase in the value of Investments and would otherwise exceed the limitations herein; (n) Investments consisting of endorsements for collection or deposit in the ordinary course of business; (o) Investments in deposit accounts opened and maintained in the ordinary course of business; (p) Holdings and the Borrower may acquire and hold promissory notes of employees of Holdings or its Restricted Subsidiaries in connection with such Person’s purchase of Permitted Capital Stock of Holdings; (q) Investments received in connection with any bankruptcy or reorganization of, or any good faith settlement of delinquent accounts and disputes with, any customer or supplier arising in the ordinary course of business; (r) the Borrower may enter into Swap Agreements that are not speculative in nature to the extent permitted hereunder; (s) any Investments consisting of deferred compensation owed to employees of Holdings, the Borrower and their respective Restricted Subsidiaries; (t) Investments and formations by the Borrower and the Restricted Subsidiaries in and of Restricted Subsidiaries (other than Insurance Subsidiaries) that are not Guarantors, which does not exceed the greater of (x) $35,000,000 and (y) 3.5% of Total Assets at any one time outstanding; (u) Investments by the Borrower in any Wholly-Owned Subsidiary and Investments of or any Wholly-Owned Subsidiary in any Insurance Subsidiary (including in respect of the Borrower or in another Wholly-Owned Subsidiaryformation thereof) solely to the extent permitted by Section 7.17(b); (fv) loans or advances to employees of the Borrower or any of its Subsidiaries (or guaranties Investments consisting of loans and advances made by a third party to directors and employees of the Borrower or any of its SubsidiariesGroup Member (including for travel, entertainment and relocation expenses) in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any time; (g) Investments constituting Guaranty Obligations permitted by Section 7.01; (hw) Investments in 50% or less of the equity interest of other Persons (“Minority Investments”) held by a Restricted Subsidiary acquired pursuant to a Permitted Acquisition, which Minority Investments existed at the time of such Permitted Acquisition and were not made in contemplation of or in connection with a such Permitted Acquisition; (i) Investments in Rabbi Trusts in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto); (j) Investments in the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04; (kx) Investments made in connection with the Foreign Subsidiary Reorganization; and (l) other Investments funding of contributions under any non-qualified retirement plan or similar employee compensation plan in an amount not constituting Acquisitions by to exceed the Borrower or any Subsidiary made after the Closing Date; provided that the aggregate outstanding amount of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of compensation expense recognized by the Borrower and its SubsidiariesRestricted Subsidiaries in connection with such plans; (y) Investments that do not exceed, in the aggregate, the greater of (A) $50,000,000 and (B) 5.0% of Total Assets at any one time outstanding; plus any amount that could otherwise be made as determined a Restricted Payment permitted at the time under Section 7.6(i) (it being understood that any amounts so applied shall be deemed to be and count as Restricted Payments for purposes of Section 7.6(i)); (z) Investments in accordance with GAAP as the form of or made out of the last day proceeds of the immediately preceding Fiscal Yearan issuance of Permitted Capital Stock; provided further (aa) Investments in any Unrestricted Subsidiary in lieu of Restricted Payments that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments could be made pursuant to this clause Section 7.6(i) (l) at a time when the Leverage Ratio was less than 2.00 it being understood that any amounts so applied shall be deemed to 1.00. For be and count as Restricted Payments for purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investment.Section 7.6(i));

Investments. The Borrower shall notDirectly or indirectly, and shall not permit any of its Subsidiaries to, directly or indirectly make or maintain own any Investment except for the followingin any Person, including any Joint Venture, except: (a) Investments existing on the Closing Date in Cash and disclosed on Schedule 7.03, and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e)Cash Equivalents; (b) equity Investments held by owned as of the Closing Date in any Subsidiary and any Joint Venture and Investments made after the Closing Date in the Borrower or such and any Wholly-Owned Subsidiary in the form of cash or Cash EquivalentsGuarantor; (c) Investments (i) in accountsany Securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors and (ii) deposits, contract rights prepayments and chattel paper (each as defined in the UCC), notes receivable and similar items arising or acquired from the sale of Inventory other credits to suppliers made in the ordinary course of business consistent with the past practice practices of the Borrower Loan Parties and its their Subsidiaries; (d) Investments received in settlement of amounts due intercompany loans to the Borrower or extent permitted under Section 6.01(b) and other Investments in Joint Ventures and Subsidiaries which are not Wholly-Owned Subsidiary Guarantors, provided that such Investments (including through intercompany loans and any Permitted Acquisition) in Joint Ventures and Subsidiaries other than Wholly-Owned Subsidiary of the Borrower effected in the ordinary course of business;Guarantors shall not exceed at any time an aggregate amount $25,000,000. (e) Investments by consisting of Consolidated Capital Expenditures with respect to the Borrower in any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned SubsidiaryGuarantors permitted by Section 6.07(c); (f) loans or and advances to employees of the Borrower or any of Holdings and its Subsidiaries (or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Subsidiaries) in the ordinary course of business; provided, that the business in an aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not to exceed $1,000,000 at any time1,000,000; (g) Investments constituting Guaranty Obligations Permitted Acquisitions and the Related Acquisitions permitted by pursuant to Section 7.016.08; (h) Investments described in connection with a Permitted AcquisitionSchedule 6.06; (i) Investments in Rabbi Trusts consisting of Hedge Agreements; and (j) other Investments in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto); (j) Investments in the nature of10,000,000 plus, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04; (k) Investments made in connection with the Foreign Subsidiary Reorganization; and (l) other Investments not constituting Acquisitions by the Borrower or any Subsidiary made after the Closing Date; provided that the aggregate outstanding amount of all Investments made pursuant to this clause (l) at a time when if the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater is less than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.003.65:1.00, the Borrower then Available Amount during the term of this Agreement. Notwithstanding the foregoing, in no event shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Loan Party make any Investment shall be which results in or facilitates in any manner any Restricted Junior Payment not otherwise permitted under the original cost terms of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such InvestmentSection 6.04.

Investments. The None of the Borrowers or the Non-Borrower shall not, and shall not permit any of its Subsidiaries to(other than the Insurance Subsidiary (if any)) shall, directly or indirectly indirectly, make or maintain permit to exist or to remain outstanding any other Investment except for the following:other than (collectively, “Permitted Investments”): (a) Investments existing on the Closing Date in cash and disclosed on Schedule 7.03, and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e)Cash Equivalents; (b) Investments held by the arising from a Borrower or such a Non-Borrower Subsidiary in the form being a co-obligor or jointly and severally liable with another Person for performance of cash or Cash Equivalents; obligations, not for payment of money (c) Investments in accounts, contract rights and chattel paper (each except as defined in the UCCpermitted under Section 7.03), notes receivable and similar items arising or acquired from the sale of Inventory in the ordinary course of business consistent with the past practice of the Borrower and its Subsidiaries; (d) Investments received in settlement of amounts due to the Borrower or any Subsidiary of the Borrower effected under contracts entered into on an arm’s length basis in the ordinary course of business; (c) Investments associated with insurance policies required or allowed by state or provincial law to be posted by any Borrower as financial assurance for landfill closure and post-closure liabilities of any Borrower; (d) Investments by any Borrower in any other Borrower, and Investments by any Non-Borrower Subsidiary in any other Non-Borrower Subsidiary; (e) Investments by existing on the Borrower in any Wholly-Owned Subsidiary Closing Date and Investments of any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned Subsidiarylisted on Schedule 7.02; (f) loans any money market account, short-term asset management account or advances to employees similar investment account maintained with one of the Borrower or any of its Subsidiaries (or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Subsidiaries) in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any timeLenders; (g) Investments constituting Guaranty Obligations permitted by Section 7.01; (h) Investments in connection with a Permitted Acquisition; (i) Investments in Rabbi Trusts loans made to employees of any of the Borrowers in an aggregate amount not to exceed $15,000,000 5,000,000 at any time outstanding; (plus income h) (x) Investments in the form of Permitted Acquisitions permitted pursuant to Section 7.04(a), (y) Indebtedness permitted under Section 7.03 when incurred and capital growth solely to the extent that such Indebtedness continues to be permitted under Section 7.03 and (z) Excluded Asset Dispositions and other Dispositions permitted under Section 7.04(b); (i) Investments in or for the benefit of Excluded Subsidiaries and Foreign Subsidiaries not to exceed $50,000,000 (the “Investment Basket”) in the aggregate outstanding at any time inclusive of such Investments existing on the Closing Date and listed (in each case specifying the amount of such Investment as of the Closing Date) on Schedule 7.02 (less the aggregate amount of Indebtedness of Excluded Subsidiaries guaranteed by the Borrowers in accordance with respect Section 7.03(o) inclusive of such guarantees existing on the Closing Date and listed on Schedule 7.02 but only to the extent such guarantees remain outstanding); provided, that if after the Closing Date any Subsidiary that is a Borrower is designated as an Excluded Subsidiary and released from its obligations as a Borrower hereunder, the amount of the Investment in such newly designated Excluded Subsidiary shall be deemed to be its book value at the time of such designation less intercompany balances at such time; and provided, further, that none of the Borrowers or Non-Borrower Subsidiaries shall make any Investment in any Excluded Subsidiary or Foreign Subsidiary unless, both before and after giving effect thereto), there does not exist any Default or Event of Default and no Default or Event of Default would result from the making of such Investment; (j) Investments in one or more Insurance Subsidiaries not to exceed $25,000,000 in the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04aggregate at any time outstanding; (k) temporary Investments in De Minimis Subsidiaries made solely in connection with their liquidation or dissolution; (l) the redemption, repurchase or other acquisition for value of other Indebtedness to the extent not prohibited under Section 7.16; and (m) other Investments in an aggregate amount not to exceed $10,000,000 at any time outstanding. For the purpose of this Section 7.02, (x) Investments shall be valued based on the date such Investment is made and shall not be impacted by any subsequent fluctuations in the book value or fair market thereof, and (y) to the extent that the Borrowers have received dividends or distributions in cash in connection with the Foreign Subsidiary Reorganization; and (l) other Investments not constituting Acquisitions by the Borrower return of principal of any such Investment or any Subsidiary made after the Closing Date; provided that the aggregate outstanding amount of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred have received Net Cash Proceeds in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of with the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount Disposition of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid shall deemed to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investmentbe no longer “outstanding”.

Investments. The Borrower shall not, and nor shall not it permit any Subsidiary of its Subsidiaries tothe Borrower to make or maintain, directly or indirectly make or maintain indirectly, any Investment except for the following: (a) Investments existing on the Closing Effective Date (after giving effect to the Transactions) and disclosed on Schedule 7.03, and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e8.3 (Existing Investments); (b) Investments in cash and Cash Equivalents held in a Deposit Account or a Control Account or otherwise in compliance with Section 7.13 (Control Accounts, Approved Deposit Accounts) or outside such accounts to the extent permitted by the Borrower or such Subsidiary in the form of cash or Cash EquivalentsSection 7.13(a) (Control Accounts, Approved Deposit Accounts); (c) Investments in accountspayment intangibles, contract rights and chattel paper (each as defined in the UCC)) and Accounts, notes receivable and similar items arising or acquired from the sale of Inventory in the ordinary course of business consistent with the past practice of the Borrower and its Subsidiaries; (d) Investments received in settlement of amounts due to the Borrower or any Subsidiary of the Borrower effected in the ordinary course of business; (e) Investments by (i) the Borrower in or any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary Guarantor in the Borrower or any other Guarantor or (ii) any Subsidiary of the Borrower that is not a Guarantor in another Wholly-Owned Subsidiarythe Borrower or any other Subsidiary of the Borrower; (f) Investments by the Borrower or any Guarantor in a Permitted Acquisition; (g) loans or advances to employees of the Borrower or any of its Subsidiaries (or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Subsidiaries) in the ordinary course of businessbusiness as presently conducted other than any loans or advances that would be in violation of Section 402 of the Xxxxxxxx-Xxxxx Act; provided, however, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances permitted pursuant to this clause (g) shall not exceed $1,000,000 500,000 at any time; (gh) Investments constituting Guaranty Obligations permitted by Section 7.01; 8.1 (h) Investments in connection with a Permitted AcquisitionIndebtedness); (i) Investments in Rabbi Trusts promissory notes received in an aggregate amount not to exceed $15,000,000 consideration for Asset Sales permitted by Section 8.4(f) (plus income and capital growth with respect theretoAsset Sales);; and (j) Investments in the nature ofnot otherwise permitted hereby; provided, and arising directly as a result ofhowever, consideration received in connection with an Asset Sale made in compliance with Section 7.04; (k) Investments made in connection with the Foreign Subsidiary Reorganization; and (l) other Investments not constituting Acquisitions by the Borrower or any Subsidiary made after the Closing Date; provided that the aggregate outstanding amount of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiariesnot, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00time, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investmentexceed $40,000,000.

Investments. The Borrower shall notMake any advance, and shall not permit any loan, extension of its Subsidiaries credit (by way of guaranty or otherwise) or capital contribution of cash or other property to, directly or indirectly purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or make or maintain any Investment except for other investment in, any Person (all of the followingforegoing, “Investments”), except: (a) Investments existing on extensions of trade credit and the Closing Date and disclosed on Schedule 7.03conversion of overdue trade receivables into notes receivables, and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e); (b) Investments held by the Borrower or such Subsidiary in the form of cash or Cash Equivalents; (c) Investments in accounts, contract rights and chattel paper (each as defined in the UCC), notes receivable and similar items arising or acquired from the sale of Inventory in the ordinary course of business consistent with the past practice of the Borrower and its Subsidiaries; (d) Investments received in settlement of amounts due to the Borrower or any Subsidiary of the Borrower effected case in the ordinary course of business; (b) Investments in Cash Equivalents; (c) Guarantee Obligations permitted by Section 6.02; (d) loans and advances to employees of any Group Member in the ordinary course of business (including for travel, entertainment and relocation expenses or pursuant to any Plan) in an aggregate amount for all Group Members not to exceed $10,000,000 at any one time outstanding; (e) Investments consisting of Permitted Net Cash Proceeds Reinvestments made by any Group Member with the proceeds of any Reinvestment Deferred Amount; (f) Investments permitted by Sections 6.04(a), (b) and (e); (g) Investments consisting of Intercompany Loans permitted under Sections 6.02(b), (k), (t) and (u); (i) Investments by any Loan Party in any Excluded Subsidiary existing on the Closing Date, (ii) additional Investments by any Loan Party in any Excluded Subsidiary in an aggregate outstanding amount not to exceed on any date the Intercompany Basket in effect at such date (calculated after giving effect to all proposed Investments to be made on such date pursuant to this Section 6.08(h)(ii)); provided that the aggregate amount of Investments (other than Intercompany Loans) made pursuant to this Section 6.08(h)(ii) and outstanding on any date shall not exceed the Intercompany Basket Sublimit on such date, (iii) from and after the Tranche A Term Loan Repayment Date, Investments by any Loan Party in an Excluded Subsidiary, and (iv) Investments in a Foreign Subsidiary for the purpose of complying with local statutory capitalization requirements in such Foreign Subsidiary’s host jurisdiction; (i) Investments by (i) any Group Member in the Borrower or any Person that, prior to such investment, is a Guarantor and (ii) any Subsidiary that is not a Guarantor in any Group Member; (i) Investments consisting of the Capital Stock of any Person acquired pursuant to any Joint Venture Put Obligation and (ii) Investments (other than Investments described in clause (i)) in Joint Ventures, including without limitation, Investments in new Joint Ventures, the purchase of ownership interests in Joint Ventures from Persons that are not Group Members and increases in the ownership interest of any Group Member in Joint Ventures, in an aggregate outstanding amount not to exceed at any date the Joint Venture Basket in effect on such date; (k) Permitted Acquisitions; (l) (i) Investments outstanding on the date hereof and listed on Schedule 6.08(l), (ii) equity Investments of any Group Member in any other Group Member and arising solely as a result of the recharacterization as an equity investment of any Intercompany Loan permitted by Section 6.02 and (iii) Investments in the form of notes issued by the “Trust” (as defined in the Reorganization Plan) to the Borrower pursuant to the Reorganization Plan, as follows: (x) a note in the face amount of $125,000,000 issuable pursuant to Section 8.3.5 of the Reorganization Plan and (y) a note in the face amount of $140,000,000 issuable pursuant to Section 8.22 of the Reorganization Plan; (m) Investments by any Group Member made on or after the Closing Date in existing or potential suppliers and customers from whom the Borrower reasonably expects to obtain a material commercial benefit, in an aggregate amount (valued at cost) not to exceed $25,000,000 at any one time outstanding; (n) Investments by any Group Member of any Restricted Payment received by such Person that consists of equity interests in a Subsidiary; provided that if the initial payor of any such Restricted Payment is a Guarantor, then the ultimate recipient of such Restricted Payment shall also be a Guarantor; (o) Investments by any Group Member necessary to effect the Tax Restructuring; (p) Investments in notes receivable payable to any Group Member by the purchasers of assets purchased pursuant to Dispositions permitted under Section 6.05; (q) Investments by the Borrower in any Wholly-Owned Subsidiary consisting of the issuance of Letters of Credit hereunder (and Investments of any Wholly-Owned Subsidiary in the incurrence by the Borrower or in another Wholly-Owned of Indebtedness hereunder with respect thereto) to support obligations of such Subsidiary; (fr) loans or advances to employees of Investments by a U.K. Subsidiary in another U.K. Subsidiary in connection with the Company Voluntary Arrangements; (s) Investments by the Borrower or any of its Subsidiaries (or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Subsidiaries) in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any time; (g) Investments constituting Guaranty Obligations permitted by Section 7.01; (h) Investments in connection with a Permitted Acquisition; (i) Investments in Rabbi Trusts the Anticipated Japanese Consolidation in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto)10,000,000; (jt) Investments in not otherwise permitted under paragraphs (a) through (s) of this Section 6.08 so long as (i) prior to the nature ofmaking of any such Investment, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04; (k) Investments made in connection with the Foreign Subsidiary Reorganization; and (l) other Investments not constituting Acquisitions by the Borrower or any Subsidiary made shall have delivered to the Administrative Agent a certificate of a Responsible Officer, certifying that such Investment has been approved by a Board Majority and (ii) immediately after the Closing Dateconsummation of any such Investment, the Revolving Credit Facility Availability shall be equal to at least $200,000,000; provided it being understood that the aggregate outstanding amount of all at any time at which any Investments made pursuant to this clause (lSection 6.08(t) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to any Person constitutes an Acquisition, such Acquisition must also constitute a Permitted Acquisition and comply with the definition thereof; (u) Investments not otherwise permitted under the foregoing paragraphs (a) through (t) of this Section 6.08, but excluding Investments in Joint Ventures or in Excluded Subsidiaries, in an aggregate outstanding amount not to exceed on any date the General Investment or interest earned Basket in effect on such Investmentdate; and (v) On any date, Investments not otherwise permitted under (a) through (u) of this Section 6.08 in an aggregate outstanding amount not to exceed on any date the Proceeds Investment Basket on such date.

Investments. The Borrower No Loan Party shall, nor shall not, and shall not it permit any of its Restricted Subsidiaries to, directly or indirectly indirectly, make or maintain own any Investment except for the followingin any Person, including any Joint Venture, except: (a) Investments existing on the Closing Date in cash and disclosed on Schedule 7.03, and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e)Cash Equivalents; (b) Investments held by owned as of the Restatement Effective Date in any Restricted Subsidiary and Investments made after the Restatement Effective Date in the Borrower or such and any wholly owned Restricted Subsidiary in of the form of cash or Cash EquivalentsBorrower which is a Guarantor; (c) Investments in accountsUnrestricted Subsidiaries and Joint Ventures; provided that such Investments (including through intercompany loans) shall not exceed at any time an aggregate amount of $75,000,000; (d) intercompany loans in accordance with Section 6.1(d) to, contract rights and chattel paper other Investments in, Restricted Subsidiaries which are not Guarantors; provided that the aggregate amount of all such Investments (each as defined in including through such intercompany loans and any Acquisition) shall not exceed, at the UCC)time any such Investment is made, notes receivable the greater of (i) $150,000,000 and similar items arising or acquired from (ii) 15% of Consolidated Total Assets at such time; (e) loans and advances to employees of the sale of Inventory Borrower and its Restricted Subsidiaries made in the ordinary course of business consistent with the past practice of the Borrower and its Subsidiariesin an aggregate principal amount not to exceed $10,000,000; (df) Investments received described in settlement of amounts due to the Borrower or any Subsidiary of the Borrower effected Schedule 6.7; (g) Swap Agreements which constitute Investments; (h) trade receivables in the ordinary course of business; (ei) Investments by the Borrower guarantees to insurers required in any Wholly-Owned Subsidiary connection with worker’s compensation and Investments of any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned Subsidiary; (f) loans or advances to employees of the Borrower or any of its Subsidiaries (or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Subsidiaries) other insurance coverage arranged in the ordinary course of business; provided, that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any time; (g) Investments constituting Guaranty Obligations permitted by Section 7.01; (h) Investments in connection with a Permitted Acquisition; (i) Investments in Rabbi Trusts in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto); (j) Investments (including debt obligations) received in connection with the nature bankruptcy or reorganization of suppliers and customers and in good faith settlement of delinquent obligations of, and other disputes with, customers and suppliers arising directly as in the ordinary course of business; (k) intercompany Investments by any Foreign Subsidiary in any other Foreign Subsidiary; (l) lease, utility and other similar deposits in the ordinary course of business; (m) Investments of any Person in existence at the time such Person becomes a result of, Restricted Subsidiary; provided such Investment was not made in connection with or anticipation of such Person becoming a Restricted Subsidiary; (n) Investments in the form of non-cash consideration received in connection with an Asset Sale made in compliance with Section 7.04; (k) Investments made in connection with the Foreign Subsidiary ReorganizationPermitted IP Transfers; and (lo) other Investments not constituting Acquisitions by the Borrower or any Subsidiary made after the Closing Dateotherwise permitted hereunder; provided that the aggregate outstanding amount of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10exceed, at the time any such Investment is made, 15% of the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent Borrower’s Consolidated Total Assets at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00, the Borrower shall deliver to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause (l) at a time when the Leverage Ratio was less than 2.00 to 1.00such time. For purposes of covenant compliancecompliance with this Section 6.7, the amount of any Investment shall be the original cost amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment, minus less any amount paid, repaid, returned, distributed or otherwise received in cash in respect of such Investment. Notwithstanding anything herein to the amount contrary, no Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, (i) allow or cause any U.S. Subsidiary (other than a CFC Holdco) to be a subsidiary of a Foreign Subsidiary (other than any such U.S. Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Acquisition), (ii) sell, lease (as lessor or sublessor), enter into a sale and leaseback arrangement, exclusively license (as licensor or sublicensor), exchange, transfer or otherwise dispose of any portion of such Investment repaid Material IP to the investor as any Person other than a dividendLoan Party, repayment of loan or advance, release or discharge of except pursuant to a guarantee or other obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such InvestmentPermitted IP Transfer.