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 (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 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 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 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 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 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. 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 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 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 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. (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: (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 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 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 No Credit Party shall, nor shall not, and shall not it permit any of its Subsidiaries to, directly or indirectly indirectly, make any Acquisition or 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) equity Investments held by owned as of the Borrower Closing Date in any Subsidiary and Investments made after the Closing Date in Company or such Subsidiary 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; (e) Investments by the Borrower in 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 directors, officers, and 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 $1,000,000 150,000 at any timetime outstanding; (g) Investments constituting Guaranty Obligations permitted by Section 7.01Permitted Acquisitions; (h) Investments existing on the Closing Date and described in Schedule 6.7; (i) Hedge Agreements permitted under Section 6.1(k) to the extent constituting Investments; (j) leases of real or personal property in the ordinary course of business and in (k) guarantees by any Credit Party or any Subsidiary constituting Indebtedness permitted by Section 6.1; provided, any such guarantee shall be subordinated to the Obligations to the same extent and on the same terms and conditions as the Indebtedness guaranteed has been subordinated to the Obligations; (l) guarantees in the ordinary course of business of obligations owed to landlords, suppliers, customers and licensees of any Credit Party; (m) Investments consisting of ▇▇▇▇▇▇▇ money deposits required in connection with a Permitted Acquisition; (in) Investments received in Rabbi Trusts connection with dispositions of assets to the extent permitted by Section 6.9 and Restricted Junior Payments to the extent permitted by Section 6.5; (o) cash Investments in Subsidiaries that are not Guarantors in an amount not to exceed amounts necessary to cover operating expenses of such Subsidiaries for up to the next six months in the ordinary course of business; provided that the aggregate cash held by such Subsidiaries shall not exceed $3,000,000 at any time; and (p) other Investments in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto); (j) Investments in 2,000,000 during 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 Dateterm of this Agreement; provided that Investments not paid in the aggregate outstanding amount form 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 Cash or equal to 2.00 to 1.00 Cash Equivalents or Capital Stock shall not exceed 10% $250,000 during the term of this Agreement. Notwithstanding anything in this Section 6.7 to the consolidated total assets contrary, (A) in no event shall any Credit Party 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, and (B) in no event shall the Borrower and its Subsidiaries, as determined aggregate Investments made by Credit Parties 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 Joint Venture exceed an amount equal to 2.00 to 1.00, $500,000 for all such Investments during the Borrower shall deliver to the Administrative Agent a schedule term 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 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 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 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 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 Borrowers and their Subsidiaries (i) in the form of cash or Cash Equivalents, and (ii) pursuant to the investment policy of the Borrowers; (b) loans from any Loan Party to any officer, director and/or employee of the Borrowers and Subsidiaries thereof in an aggregate amount not to exceed [***]; (c) (i) Investments by the Borrowers and their Subsidiaries in accountstheir respective Subsidiaries outstanding on the date hereof, contract rights (ii) Investments by the Borrowers and chattel paper their Subsidiaries in Loan Parties, (each iii) Investments by Excluded Subsidiaries in other Excluded Subsidiaries and (iv) so long as defined no Default has occurred and is continuing or would result from such Investment, additional Investments (other than Investments made under clause 7.03(j) below) by the Loan Parties in the UCC), notes receivable and similar items arising or acquired Excluded Subsidiaries in an aggregate amount invested from the sale of Inventory in the ordinary course of business consistent date hereof together with the past practice of the Borrower and its Subsidiariesany Investments made under clause 7.03(i) below not to exceed [***]; (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 Guarantees 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 7.02; (f) loans Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or advances to employees of the Borrower or any of its Subsidiaries (or guaranties of loans and advances made indirectly by a third party to employees CFC which Investments are covered by Section 7.03(c)(iv)); (h) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of the Borrower or any suppliers and customers and in settlement of its Subsidiaries) delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; provided, that [***] Confidential treatment has been requested for the aggregate principal amount of all such loans bracketed portions. The confidential redacted portion has been omitted and advances filed separately with the Securities 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;Exchange Commission. (i) Investments in Rabbi Trusts in an aggregate amount not to exceed $15,000,000 Excluded Subsidiaries (plus income and capital growth with respect thereto); (jx) 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 applicable Tax Equity Documents, Backlever Financing 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 capitalSystem Refinancing, as the case may be, but without in the ordinary course of business, (y) of PV Systems which are in operation as collateral to secure accounts receivable financing in which the net proceeds (after deduction of reasonable fees and expenses) are distributed to any Borrower and (z) pursuant to any repurchase of assets permitted by Section 7.02(i); and (j) other adjustments for increases or decreases Investments not contemplated by the above provisions not exceeding [***] in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investmentthe aggregate invested from the date hereof after taking into account Investments under clause 7.03(c)(iv) above.

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 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 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 Borrower (1) Each of the Project Guarantors shall not, and the Project Guarantors shall take all Relevant Member Action, subject to the proviso at the end of Article VII, to cause each of the Project Companies not permit any of its Subsidiaries to, directly or indirectly indirectly, make or maintain hold any Investment Investments except for (a) Investments by the followingProject Guarantors in the Project Companies existing as of the Closing Date as set forth on Schedule 5.12 and (b) Investments in the form of loans and advances by the Project Guarantor to the Project Company in which it holds an Equity Interest and capital contributions by the Project Guarantor to or in the Project Company in which it holds an Equity Interest made on or after the Closing Date in accordance with the terms of the applicable Project Company Operating Agreement, Master EPC Agreement or Equity Capital Contribution Agreement, as the case may be. (2) The Borrower and the Operating Guarantors shall not, and the Borrower and each Operating Guarantor shall cause each of the Other Subsidiaries not to, directly or indirectly, make or hold any Investments, except: (a) Investments existing on by the Closing Date Borrower, the Operating Guarantors and disclosed on Schedule 7.03, and any refinancings of the Other Subsidiaries in Cash Equivalents at the time 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 is made; (b) Investments held loans or advances by Borrower, the Operating Guarantors and the Other Subsidiaries to officers, directors and employees of Borrower, the Operating Guarantors and the Other 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 Parent 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 clause (i) and (ii); provided that the aggregate principal amount outstanding at any time under clause (iii) above shall not exceed $1,000,000; (c) Investments (i) by the Borrower, the Operating Guarantors and the Other Subsidiaries in accounts, contract rights and chattel paper any Loan Party (each as defined in the UCC), notes receivable and similar items arising other than Parent) or acquired from the sale of Inventory Other Subsidiary in the ordinary course of business consistent with the past practice practices of such parties (including, without limitation, capital contributions and other funding from the Borrower or the Operating Guarantors to any Other Subsidiary as and its Subsidiarieswhen required (including for working capital)) and (ii) by any Other Subsidiary in any Other Subsidiary; (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(2)(c) and (2)(d)), 7.04 and 7.05 (other than 7.05(2)(e)), (y) Restricted Payments permitted by the Borrower in any Wholly-Owned Subsidiary Section 7.06 and Investments (z) repayments or other acquisitions of any Wholly-Owned Subsidiary in Indebtedness of the Borrower or in another Wholly-Owned Subsidiarya Guarantor not prohibited by Section 7.12; (f) loans Investments (i) existing or advances to employees of contemplated on the Borrower Closing Date and set forth on Schedule 7.02(2)(f) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) existing on the Closing Date by the Borrower, the Operating Guarantors or the Other Subsidiaries in any of its Subsidiaries (Subsidiary and any modification, renewal 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 businessextension thereof; provided, in each case, that the aggregate principal amount of all any original Investment under this clause (f) is not increased except by as contemplated by the terms of such loans and advances and guaranties Investment as of loans and advances shall not exceed $1,000,000 at any timethe Closing Date or as otherwise permitted by Section 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 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 Rabbi Trusts a Person, division or line of business previously acquired in a Permitted Acquisition) other than an Affiliate or Subsidiary of Borrower, in a single transaction or series of related transactions, if immediately prior to and 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) any acquired or newly formed Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03 and (iii) the aggregate amount of such Investments by Loan Parties in assets that are not to (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 $15,000,000 7,500,000 (plus income and capital growth with respect theretoany such acquisition, a “Permitted Acquisition”); (j) 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 customers consistent with Section 7.04past practices; (k) Investments made (including debt obligations and Equity Interests) received in connection with the Foreign Subsidiary Reorganization; andbankruptcy 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; (l) other Investments not constituting Acquisitions Unsecured loans and advances by the Borrower or any Subsidiary made after the Closing Date; provided that the Operating Guarantors to any Loan Party (other than Parent); (m) other Investments in an aggregate amount outstanding amount of all Investments made pursuant to this clause (lm) (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 $500,000 in the aggregate (net of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts); (n) advances of payroll payments to employees in the ordinary course of business; (o) 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 distributors in the ordinary course of business and consistent with past practice; (p) Investments of a time when Subsidiary acquired after the Leverage Ratio (Closing Date or of a corporation merged or amalgamated or consolidated into the Borrower or merged, amalgamated or consolidated with a Subsidiary, in each case in accordance with Section 7.04 after giving pro forma effect the Closing Date to the extent that such Investments and any Indebtedness incurred were not made in contemplation of or in connection therewith) was greater than with such acquisition, merger, amalgamation or equal to 2.00 to 1.00 shall consolidation, do not exceed 10% constitute a material portion of the consolidated total aggregate assets of acquired by the Borrower and its SubsidiariesSubsidiaries in such transaction and were in existence on the date of such acquisition, as determined merger or consolidation; (q) Investments financed with capital contributions or other equity investments (whether made in cash, Cash Equivalents or otherwise) in any Project Guarantor or Project Company; (r) Project Company Guarantees; (s) Guarantees by the Borrower or any Other Subsidiary of leases (other than Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; and (t) Investments 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 terms 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 InvestmentTax Equity Transaction Document.

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 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 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 No Credit 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; (bi) equity Investments owned as of the Effective Date in any Subsidiary or Unrestricted Subsidiary and any Joint Venture and (ii) Investments held by made after the Effective Date in (x) the Holdings, the Borrower or such any Restricted Subsidiary, (y) by any Subsidiary that is not a Credit Party in the form of cash or Cash Equivalentsanother Subsidiary that is not a Credit Party and (z) by any Subsidiary that is not a Credit Party in a Credit Party; (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 consisting of the purchase of the remaining Equity Interests in Joint Ventures in which the Borrower or a Restricted Subsidiary owned as of the Effective Date; (e) intercompany loans and guarantees to the extent permitted under Sections 6.1(b), 6.1(i), 6.1(m) and 6.1(n) and other Investments in Subsidiaries which are not Credit Parties; (f) Consolidated Capital Expenditures with respect to the Borrower and the Guarantors; (g) loans and advances to directors, officers and employees of the Borrower and its Subsidiaries (i) made in the ordinary course of business in an aggregate principal amount not to exceed $25,000,000 and (ii) made in connection with such Person’s purchase of Equity Interests of Borrower or the direct parent of the Borrower (provided that such transaction is a non-cash transaction); (h) Permitted Acquisitions permitted pursuant to Section 6.8; (i) Investments described in Schedule 6.6 as of the Effective Date; (j) Interest Rate Agreements and Currency Agreements which constitute Investments; (k) other Investments in an aggregate amount not to exceed the greater of (x) $275,000,000 and (y) 50% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period at any one time outstanding plus any unused amounts under the General RP Basket and the General Subordinated Debt Payments Basket as in effect immediately prior to the making of such Investment (the “General Investment Basket”) (which such amounts shall reduce the amount of the General RP Basket and General Subordinated Debt Payments Basket); (l) other Investments in an aggregate amount not to exceed the Cumulative Amount as in effect immediately prior to the making of such Investment; provided that (other than with respect to usages of clauses (i), (iii) or (vii) of Cumulative Amount) immediately prior to, and after giving effect thereto, no Event of Default pursuant to Section 8.1(a), (f) or (g) shall have occurred and be continuing or would result; (m) other Investments in an aggregate amount not to exceed the Cumulative Equity Amount as in effect immediately prior to the making of such Investment; provided that the Borrower shall have delivered to Administrative Agent an officer’s certificate of an Authorized Officer, together with all relevant financial information reasonably requested by Administrative Agent, demonstrating in reasonable detail the calculation of the Cumulative Equity Amount immediately prior to the making of such Investment and the amount thereof elected to be so applied; (n) Investments consisting of extensions of credit in the nature of accounts receivable or securities of trade creditors or customers that are received in settlement of amounts due to bona fide disputes arising from the Borrower or any Subsidiary grant of the Borrower effected trade credit in the ordinary course of business; (eo) Investments by to the Borrower in any Wholly-Owned Subsidiary extent constituting Investments, Permitted Liens and Investments of any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned SubsidiaryRestricted Junior Payments permitted under Section 6.4; (fp) loans guarantees of (i) leases (other than Capital Leases) 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 obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; provided, and (ii) Indebtedness to the extent permitted under Section 6.1 and other obligations of Credit Parties not prohibited hereunder; (q) promissory notes and other non-cash consideration that the aggregate principal amount of all such is permitted to be received in connection with dispositions permitted by Section 6.8; (r) loans and advances to the direct parent of the Borrower in lieu of, and guaranties not in excess of loans and the amount of (after giving effect to any other loans, advances shall not exceed $1,000,000 at any timeor Restricted Junior Payments in respect thereof), Restricted Junior Payments to the extent permitted to be made to such Person in accordance with Section 6.4; (gs) advances of payroll payments to directors, officers, employees, members of management and consultants in the ordinary course of business; (t) Investments constituting Guaranty Obligations held by a Subsidiary acquired after the Effective Date or of a Person merged into, amalgamated with or consolidated into the Borrower or a Subsidiary in accordance with Section 6.8 after the Effective Date to the extent that such Investments 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; (u) Indebtedness permitted by Section 7.01; (h6.1(w) 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 thereto6.1(r); (jv) additional 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 (i) the aggregate outstanding amount of all Investments made pursuant to this clause (l) at a time when the Total Net 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 the consolidated total assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP 6.30:1.00 on a Pro Forma Basis as of the last day of the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent most recently ended Test Period and (ii) no Event of Default under Section 8.1(a), (f) or (g) shall have occurred and be continuing; (w) any Permitted Reorganization and any IPO Reorganization Transactions; (x) [reserved]; (y) Investments in Unrestricted Subsidiaries in an aggregate principal amount at any time outstanding not to exceed the Leverage Ratio greater of (x) $190,000,000 and (y) 35% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period (the “Unrestricted Subsidiaries Investment Basket”); and (z) Investments in Similar Businesses in an aggregate principal amount at any time outstanding not to exceed the greater of (x) $275,000,000 and (y) 50% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period. To the extent an Investment is greater than permitted to be made by a Restricted Subsidiary directly in any Subsidiary or equal any other Person who is not a Credit Party (each such person, a “Target Person”) under any provision of this Section 6.6, such Investment may be made by advance, contribution or distribution by a Credit Party to 2.00 a Subsidiary or Holdings, which is further contemporaneously advanced or contributed to 1.00a Subsidiary for purposes of making the relevant Investment in the Target Person without such initial advance, contribution or distribution constituting an Investment for purposes of this Section 6.6 (it being understood that such ultimate Investment in the Borrower Target Person must satisfy the requirements of, and shall deliver count towards any thresholds in, a provision of this Section 6.6 as if made by the applicable Subsidiary directly 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 1.00Target Person). For purposes of covenant compliancethis Section 6.6, the amount of any Investment shall be the original cost of such Investmentamount actually invested, 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 adjustment for subsequent increases or decreases in value, or write-ups, the value of such Investment (including any write-downs or write-offs thereof) but giving effect to any cash returns or cash distributions received by such Person with respect thereto in an amount not to such Investment or interest earned on exceed the original amount of such Investment. Notwithstanding the foregoing, 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 terms of Section 6.4.

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 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 Credit Parties shall not, not and shall not cause or permit any of its their Subsidiaries to, to directly or indirectly make or maintain own any Investment except for the followingin any Person except: (a) Investments existing on in Cash Equivalents subject to Control Agreements in favor of Agent (or, in the Closing Date and disclosed on Schedule 7.03case of Canadian Borrower, 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(eCanadian Agent); (b) Investments held by loans to other Credit Parties to the Borrower or such Subsidiary extent permitted under Section 3.1, and Holdings and its Subsidiaries may be holders of Indebtedness described in the form of cash or Cash EquivalentsSection 3.5(b)(ii); (c) Investments in accountsBorrowers and their Subsidiaries may make loans and advances to employees for moving, contract rights entertainment, travel and chattel paper (each as defined in the UCC), notes receivable and other similar items arising or acquired from the sale of Inventory expenses in the ordinary course of business consistent with and for the past practice purchase of common Stock and options not to exceed $5,000,000 or the Borrower and its SubsidiariesDollar Equivalent thereof in the aggregate at any time outstanding; (d) Investments Borrowers and their Subsidiaries may acquire and hold receivables owing to any of them, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (including the dating of receivables) of any such Borrower or any such Subsidiary; (e) Borrowers and their Subsidiaries may acquire and own investments (including debt obligations and equity securities) received in connection with the bankruptcy or reorganization of suppliers and 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; (ef) Interest Rate Agreements and other hedging agreements entered into in compliance with Section 3.1 shall be permitted; (g) Investments by in existence on the Closing Date and listed on Schedule 3.3 shall be permitted, without giving effect to any additions thereto or replacements thereof, it being understood that any additional Investments made with respect to such existing Investments shall be permitted only if independently permitted under the other provisions of this Section 3.3; (h) Holdings, any Borrower or any Subsidiary of Holdings or any Borrower may acquire and hold obligations of one or more officers or other employees of Holdings or any Borrower or any Subsidiary of Holdings or any Borrower in connection with such officers’ or employees’ acquisition of shares of Holdings common Stock, so long as no cash is actually advanced by Holdings or any Borrower or any Subsidiary of Holdings or any Borrower to such officers or employees in connection with the acquisition of any such obligations; (i) any Borrower and any of its Wholly-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary in the Borrower or in another Wholly-Owned SubsidiaryDomestic Subsidiaries may make Permitted Acquisitions; (fj) loans Holdings, Borrowers and their Subsidiaries may own the Stock of their respective Subsidiaries in existence on the Closing Date (after giving effect to the Related Transactions) or created or acquired in accordance with the terms of this Agreement (so long as all amounts invested in such Subsidiaries are independently justified under another provision of this Section 3.3); (k) Borrowers and their Subsidiaries may make advances to employees in the form of the Borrower or any a prepayment of its Subsidiaries (or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Subsidiaries) expenses, so long as such expenses were incurred in the ordinary course of businessbusiness and are being paid in accordance with customary trade terms of such Borrower or such Subsidiary; (l) (i) any Credit Party may make cash equity contributions to any other Credit Party that is a Wholly-Owned Domestic Subsidiary of the Person making such contribution other than Inactive Subsidiaries and (ii) any Credit Party may make non-cash equity contributions to any other Credit Party that is a Wholly-Owned Subsidiary of the Credit Party making such contribution other than Inactive Subsidiaries, so long as any security interest granted to the Agent for the benefit of Lenders in any assets so contributed (or in any deposit accounts or securities accounts in which such assets are held) shall remain in full force and effect and be perfected (to at least the same extent as in effect immediately prior to such contribution) and all actions required to maintain said perfected status have been taken; provided, that the aggregate principal amount cash equity contributions by U.S. Borrower to Canadian Borrower (net of all such distributions by Canadian Borrower to U.S. Borrower) after the Closing Date together with the intercompany loans and advances and guaranties of loans and advances permitted under Section 3.1(b)(iv) shall not exceed $1,000,000 25,000,000 or the Dollar Equivalent thereof at any time; (gm) Investments constituting Guaranty Obligations permitted in joint ventures, including increased Investments in Existing Joint Ventures, not to exceed $25,000,000 in the aggregate plus any proceeds actually received by Section 7.01the respective investor in respect of Investments theretofore made by it pursuant to this paragraph (m); provided, that Credit Parties shall promptly take all steps reasonably necessary to enable Agent to obtain first priority perfected Liens on such Investments including the Stock of any joint venture owned by a Credit Party; (hn) Investments in connection with a Permitted Acquisitionpromissory notes and other evidence of Indebtedness received as partial consideration for any Asset Dispositions and any other transaction that would be an Asset Disposition but for the operation of clause (b)(3) of the definition of Asset Disposition; (io) Investments which may be made subject to the conditions applicable to Permitted Distributions set forth in Rabbi Trusts Section 3.5(d); provided, that, the aggregate amount of such Investments (net of returns on such Investments), as of any date of determination, shall not exceed the amount of Permitted Distributions permitted pursuant to Section 3.5(d) as of such date, shall reduce the amount of Permitted Distributions which may be made pursuant to Section 3.5(d) and the amount of Subordinated Debt which may be prepaid pursuant to Section 3.17(iii) on a dollar-for-dollar basis, and the Credit Parties shall promptly take all steps reasonably necessary to enable Agent to obtain first priority perfected Liens on such Investments, including the Stock of any joint venture owned or acquired by a Credit Party; and (p) Investments in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto); (j) Investments in valued at the nature oftime of the making thereof, 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 without 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 thereof) not to exceed $45,000,000 (plus any proceeds actually received by the respective investor in respect of Investments theretofore made by it pursuant to such Investment or interest earned this paragraph (p)); provided, that the Credit Parties shall promptly take all steps reasonably necessary to enable Agent to obtain first priority perfected Liens on such InvestmentInvestments, including the Stock of any joint venture owned or acquired by a Credit Party.

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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 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 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 its Subsidiaries in the form of cash or Cash Equivalents, and Investments in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit; (b) Investments made by a Company in any other Company that is consolidated with the Borrower for financial reporting purposes under GAAP; (c) Investments in accounts, contract rights and chattel paper (each as defined 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 consistent with the past practice of the Borrower business, and its SubsidiariesInvestments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or lessees; (d) Investments received in settlement unimproved land holdings (including through the purchase or other acquisition of amounts due to the Borrower or any Subsidiary all of the Borrower effected Equity Interests of any Person that owns unimproved land holdings) so long as the aggregate amount of Investments made in reliance on this clause (d) does not at any time exceed (i) 5% of the ordinary course Total Asset Value and (ii) taken together with the aggregate amount of businessInvestments made in reliance on clauses (e) through (g) of this Section 7.02, 35% of the Total Asset Value; (e) Investments (whether originated or acquired by the Borrower or a Subsidiary thereof) consisting of mortgage loans, commercial loans, mezzanine loans and notes receivable (including construction and repositioning loans, but excluding “SBA 7(a) Loans, subject to secured borrowings” (i.e., sold portion of SBA 7(a) Loans)) so long as the aggregate amount of Investments made in reliance on this clause (e) does not at any Wholly-Owned Subsidiary time exceed (i) 20% of the Total Asset Value and (ii) taken together with the aggregate amount of Investments made in reliance on clauses (d), (f), and (g) of any Wholly-Owned Subsidiary in this Section 7.02, 35% of the Borrower or in another Wholly-Owned SubsidiaryTotal Asset Value; (f) loans or advances to employees Investments in respect of construction in progress so long as the aggregate amount of Investments made in reliance on this clause (f) does not at any time exceed (i) 25% of the Borrower or any Total Asset Value and (ii) taken together with the aggregate amount of its Subsidiaries Investments made in reliance on clauses (or guaranties d), (e), and (g) of loans and advances made by a third party to employees this Section 7.02, 35% 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 timeTotal Asset Value; (g) Investments constituting Guaranty Obligations permitted by in any Unconsolidated Affiliates (including through the purchase or other acquisition of Equity Interests of any Unconsolidated Affiliate) so long as the aggregate amount of Investments made in reliance on this clause (g) does not at any time exceed (i) 20% of the Total Asset Value and (ii) taken together with the aggregate amount of Investments made in reliance on clauses (d) through (f) of this Section 7.017.02, 35% of the Total Asset Value; (h) Investments in connection with a Permitted Acquisition;Guarantees permitted under Section 7.03; and (i) other Investments by the Companies and their Subsidiaries (excluding Investments of the types described in Rabbi Trusts clauses (a) through (h) of this Section 7.02, whether or not permitted under such clauses); provided, that notwithstanding the foregoing, in an aggregate amount no event shall any Investment pursuant to clauses (b) or (d) through (i) of this Section 7.02 be consummated if, (i) immediately before or immediately after giving effect thereto, a Default shall have occurred and be continuing or would result therefrom or (ii) the Companies would not to exceed $15,000,000 (plus income and capital growth with respect thereto); (j) Investments be in the nature ofcompliance, and arising directly as on a result ofPro Forma Basis, 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 provisions 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 InvestmentSection 7.11.

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 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 Closing Date in any Subsidiary and Investments made after the Closing Date in Company or such Subsidiary in the form of cash or Cash Equivalentsany Guarantor Subsidiary; (c) Investments in accounts, contract rights (i) accounts receivable arising and chattel paper (each as defined trade credit granted in the UCC)ordinary course of business and in any Securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors (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 Holdings and its SubsidiariesSubsidiaries and (iii) Joint Venture Investments in other Persons so long as the only consideration or other value paid or required to be paid in connection with such Investments is Capital Stock of Holdings; (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 Consolidated Capital Expenditures 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 6.6(f); (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 time10,000,000 in the aggregate; (g) Investments constituting Guaranty Obligations made in connection with Permitted Acquisitions permitted by pursuant to Section 7.016.8; (h) Investments described in connection with a Permitted Acquisition;Schedule 6.5; ------------ (i) Investments made with the Excess Equity Proceeds Amount; and (j) Investments in Rabbi Trusts Wholly-Owned Subsidiaries which are not Guarantor Subsidiaries, in an aggregate amount, which when aggregated with Permitted Acquisitions permitted pursuant to Section 6.8(c) (but excluding such portions financed with Excess Equity Proceeds) does not exceed $100,000,000. (k) 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 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, $10,000,000 plus 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 Cash dividends 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 Cash distributions ---- received by a Credit Party with respect to such Investment or interest earned on such InvestmentInvestments.

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 set forth on Schedule 7.03, 8.04 and any refinancings modification, refinancing, renewal, refunding, replacement or extension thereof; provided that the amount of any Investment permitted pursuant to this Section 8.04(a) is not increased from the amount of such Investments to Investment on the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with the provisions of Section 7.01(e)Closing Date; (b) Investments held by in the Borrower or such Subsidiary in the form of cash or Cash Equivalentsand its wholly-owned Subsidiaries; (c) Investments by any non-wholly-owned Subsidiary 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 Subsidiariesany other non-wholly-owned Subsidiary; (d) Permitted Investments; (e) 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; (ef) Investments by the Borrower in any Wholly-Owned Subsidiary consisting of loans and Investments of any Wholly-Owned Subsidiary advances in the Borrower or in another Wholly-Owned Subsidiaryordinary course of business to employees so long as the aggregate principal amount thereof at any time outstanding shall not exceed $5,000,000; (fg) loans Swap Contracts that are not speculative in nature, are entered into in the ordinary course of business and are related to interest rate hedging for floating interest rate exposure or advances to employees hedging (including currency and commodity hedging) of bookings, sales, income and dividends derived from the foreign operations of the Borrower or any of its Subsidiaries (Subsidiary or guaranties of loans and advances made by a third party otherwise related 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 7.01purchases from suppliers; (h) Permitted Acquisitions or transactions constituting Investments in connection with a Permitted Acquisitionpermitted pursuant to Section 8.05; (i) Investments in Rabbi Trusts the form of promissory notes and other non-cash consideration received in connection with any asset disposition or transfer permitted by this Agreement; (j) Investments consisting of Guarantees of loans, in an aggregate amount outstanding at any time not to exceed $30,000,000, made by third parties to employees who are participants in the Borrower’s stock purchase program, if implemented, to enable such employees to purchase common stock of the Borrower; (k) Investments consisting of Guarantees permitted by Section 8.01; (l) Investments in connection with a Receivables Program and non-recourse factoring of accounts receivable by Foreign Subsidiaries that is permitted under Section 8.05(b); (m) Investments acquired as a result of any Person becoming a Subsidiary or in connection with an Acquisition permitted hereunder (provided that such Investments were not made in contemplation of such Person becoming a Subsidiary or such Acquisition and were in existence at the time of such of such Person becoming a Subsidiary or such Acquisition) and any modification, refinancing, renewal, refunding, replacement or extension of such Investments (provided that the amount of any Investment permitted pursuant to this Section 8.04(m) is not increased from the amount of such Investment on the date of such Person becoming a Subsidiary or of such Acquisition); (n) Investments by the Borrower and its Subsidiaries in Equity Interests in Joint Ventures; provided that the aggregate amount of such Investments shall not exceed $50,000,000 at any time outstanding (in each case determined at the time of such Investment without regard to any write-downs or write-offs); (o) Investments in non-wholly-owned 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 Reorganization100,000,000 at any time outstanding; and (lp) other Investments not constituting Acquisitions by so long as at the Borrower or any Subsidiary time each such Investment is made and immediately after the Closing Date; provided that giving effect thereto, 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 does not exceed 105% of the consolidated total assets of the Borrower and its Subsidiaries, as Consolidated Tangible Assets (determined in accordance with GAAP as of the last day of most recently ended fiscal quarter for which financial statements are available) in the immediately preceding Fiscal Year; provided further that upon request by the Administrative Agent aggregate 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 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 in the Closing Date and disclosed on Schedule 7.03, and any refinancings 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 the Borrower advances to officers, directors (or such Subsidiary persons performing similar functions) and employees made in the form ordinary course of cash or Cash Equivalentsbusiness, for travel, entertainment, relocation and analogous ordinary business purposes; (c) (i) Investments by the Parent and its Subsidiaries in accountstheir respective Subsidiaries outstanding on the date hereof, contract rights and chattel paper (each as defined ii) additional Investments by the Parent 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 Subsidiariesentities that are (prior to or as a result of such Investment) Wholly-Owned Subsidiary Guarantors, (iii) additional Investments by the Parent and the MLP Subsidiary Guarantors in entities that are (prior to or as a result of such Investment) Wholly-Owned MLP Subsidiary Guarantors, (iv) Investments by MLP Subsidiary Guarantors in the Parent, and (v) additional Investments in Agway Subsidiaries in an aggregate amount during the term of this Agreement not to exceed $5,000,000; provided that, in the case of Investments in a Foreign Subsidiary made pursuant to this Section 7.03(c), the amount of such Investments when aggregated with Investments in Foreign Subsidiaries made pursuant to Section 7.03(f) and Investments made pursuant to Section 7.03(g) shall not exceed $10,000,000 in the aggregate; and provided further that all Investments made in Persons that are not Loan Parties prior to such Investment shall be subject to the provisions of Section 7.03(f); (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 satisfaction or partial satisfaction thereof from financially troubled account debtors in the ordinary course; (e) Guarantees permitted by Section 7.02; (f) the purchase or other acquisition of amounts due Equity Interests or other property or assets of any Person; provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.03(f): (i) in the case of an acquisition or purchase of Equity Interests, including as a result of a merger or consolidation, (A) by the Parent, the entity in which such Investment is being made will be a Wholly-Owned Subsidiary of the Parent, (B) by the Borrower or any Subsidiary of the Borrower effected Borrower, the entity in the ordinary course of business; (e) Investments by the Borrower in any which such Investment is being made will be a Wholly-Owned Subsidiary of the Borrower, and Investments of any (C) by a MLP Subsidiary Guarantor, the entity in which such Investment is being made will be a Wholly-Owned Subsidiary in the Borrower of one or in another more MLP Subsidiary Guarantors or a Subsidiary that is Wholly-Owned Subsidiarydirectly by the Parent and one or more MLP Subsidiary Guarantors; (fii) loans any such newly-created or advances to employees acquired Subsidiary shall comply with the requirements 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 timeSection 6.12; (giii) Investments constituting Guaranty Obligations permitted by the lines of business of the Person to be (or the property so purchased or otherwise acquired) shall be consistent with the provisions of Section 7.017.07; (hiv) Investments such purchase or other acquisition shall not include or result in connection with any contingent liabilities that could reasonably be expected to be material to the business, financial condition, operations or prospects of the Parent and its Subsidiaries, taken as a Permitted Acquisitionwhole (as determined in good faith by the Board of Supervisors of the Parent or the board of directors (or the persons performing similar functions) of such Subsidiary if the Board of Supervisors or the board of directors (or the persons performing similar functions) is otherwise approving such transaction; (iA) Investments in Rabbi Trusts in an aggregate amount not to exceed $15,000,000 (plus income immediately before 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 (immediately after giving pro forma effect to any such Investments purchase or other acquisition, no Default shall have occurred and any Indebtedness incurred be continuing and (B) immediately after giving effect to such purchase or other acquisition, the Borrower and its Subsidiaries and the Parent and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 7.11, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a), (b), (c) or (d) as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby; provided, however, if (1) the total cash and noncash consideration (including the fair market value of all Equity Interests issued or transferred to the sellers thereof, all indemnities, earnouts and other contingent payment obligations to, and the aggregate amounts paid or to be paid under noncompete, consulting and other affiliated agreements with, the sellers thereof, all write-downs of property and reserves for liabilities with respect thereto and all assumptions of debt, liabilities and other obligations in connection therewith) was greater than paid for any such purchase or equal other acquisition, exceeds $250,000,000 and (2) the Total Consolidated Leverage Ratio as determined on a pro forma basis after giving effect to 2.00 such purchase or acquisition is in excess of 4.75 to 1.00 (or if such purchase or acquisition is during an Acquisition Period, 5.00 to 1.00), the consent of the Required Lenders shall be required; (vi) in the case of (A) a purchase or acquisition of Equity Interests of another Person, (B) a purchase or other acquisition of assets of another Person that constitutes a business unit or all or a substantial part of the business, of another Person, or (C) a purchase or other acquisition of assets of another Person where the total aggregate cash and non-cash consideration paid for such purchase or other acquisition exceeds $25,000,000 (each Investment described in the foregoing clauses (A) through (C), a “Reportable Investment”), within a reasonable time prior to such purchase or acquisition, the Administrative Agent shall have received a copy of the executed purchase agreement (or, in the event that the purchase agreement is not being executed until closing, then a substantially complete unexecuted version of the purchase agreement, with the copy of the executed purchase agreement to follow promptly upon closing of such acquisition) for such purchase or acquisition, the anticipated amount to be borrowed in order to consummate such purchase or acquisition, and such other information related to such purchase or acquisition as the Administrative Agent shall reasonably request; (vii) in the case of Investments in a Foreign Subsidiary made pursuant to this Section 7.03(f), the amount of such Investments when aggregated with Investments in Foreign Subsidiaries made pursuant to Section 7.03(c) and Investments made pursuant to Section 7.03(g) shall not exceed 10% $10,000,000 in the aggregate; and (viii) in the case of a Reportable Investment, the consolidated total assets Parent shall have delivered to the Administrative Agent, at least five Business Days (or such shorter period of the Borrower and its Subsidiaries, time as determined in accordance with GAAP as of the last day of the immediately preceding Fiscal Year; provided further that upon request may be agreed by the Administrative Agent at Agent) prior to the date on which any time the Leverage Ratio such purchase or other acquisition is greater than or equal to 2.00 to 1.00be consummated, the Borrower shall deliver a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to and the Required Lenders, certifying that the requirements set forth in this clause (lf) at a time when have been satisfied or will be satisfied on or prior to 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 consummation 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 purchase or other obligation or other transfer of property or return of capitalacquisition; and (g) Investments not otherwise permitted by this Section 7.03 in an amount, as when aggregated with Investments made in Foreign Subsidiaries pursuant to Sections 7.03(c) and 7.03(f), not to exceed $10,000,000 in 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 Neither the Borrower nor the Subsidiaries shall not, and shall not permit any of its Subsidiaries to, directly or indirectly indirectly, make or maintain 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 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, managers 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 the Borrower or any direct or indirect parent thereof directly from such Subsidiary issuing entity (provided that the amount of such loans and advances shall be contributed to the Borrower 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 (x) under clause (ii) above shall not exceed $10,000,000 in the aggregate and (y) under clause (iii) above shall not exceed $10,000,000 in the aggregate; (c) Investments by the Borrower or any Subsidiary 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 any of the Borrower or any Subsidiary; provided that, in the case of any Investment by a Loan Party in a Subsidiary that is not a Loan Party, (i) the aggregate amount of such Investments made pursuant to this clause (c), when taken together with the aggregate amount of Investments made pursuant to the succeeding clause (z), shall not exceed the Available Non-Loan Party Investment Amount, (ii) such Investment is made for a bona fide business purpose and its Subsidiaries(iii) so long as no Event of Default is continuing or would result from such Investment; (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 and other credits to the Borrower or any Subsidiary of the Borrower effected suppliers in the ordinary course of business; (e) Investments (excluding loans and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d)), 7.04 (other than 7.04(c), (d) and (e)), 7.05 (other than 7.05(d) or (e)), 7.06 and 7.13, respectively; (f) Investments (i) existing or contemplated on the Closing Date and set forth on Schedule 7.02(f) (or, to the extent not listed on such Schedule 7.02(f), where the amount of such Investment is less than $5,000,000) 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 Subsidiary in the Borrower or any other Subsidiary and any modification, renewal or extension thereof; provided that, in another Wholly-Owned Subsidiaryeach case, the amount of the original Investment is not increased except by the terms of such Investment as of the Closing Date and described on Schedule 7.02(f) or as otherwise permitted by this 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 to an unaffiliated third party; (i) any acquisition of all or substantially all the assets of a Person, or any Equity Interests in a Person that becomes a Subsidiary or a division or line of business of a Person, in a single transaction or series of related transactions (including as a result of an Investment in any such Person so long as such other Person is merged, consolidated or otherwise combined with or into, or transfers or conveys all or substantially all of its assets to, a Loan Party); provided that (i) no Event of Default is continuing or would result therefrom, (ii) the newly acquired business shall comply with Section 7.07 and (iii) (A) the property, assets and businesses acquired in such purchase or other acquisition shall be acquired by a Loan Party and/or (B) any such newly created or acquired Subsidiary shall become a Guarantor (any such acquisition, a “Permitted Acquisition”); (j) [reserved]; (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 or and advances to Holdings and any other direct or indirect parent of the Borrower made for a bona fide business purpose (and not for the purpose of effectuating any Liability Management Transaction), and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Sections 7.06(f), (g), (h) or (l) (it being understood that the amount of Restricted Payments permitted to be made under Section 7.06(f), (g), (h) or (l) shall be reduced by the amount of Investments made pursuant this clause (m)); (n) other Investments made for a bona fide business purpose (and not for the purpose of effectuating any Liability Management Transaction) 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 the sum of (I) $250,000,000 plus (II) the Available Restricted Payments Amount plus (III) the Available Equity Amount plus (IV) an amount equal to any returns in cash and Cash Equivalents (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received by the Borrower or any Subsidiary in respect of any Investments made pursuant to Section 7.02(n) in an amount not to exceed the original cost of such Investment (other than (A) in respect of any Investment made in connection with or in contemplation of or with the intent to facilitate or enable the making of such Investment or (B) cash and Cash Equivalents received substantially concurrently with an Investment); provided, further, that any Investment in a Subsidiary that is not a Loan Party pursuant to this Section 7.02(n) shall not exceed $100,000,000 in the aggregate; (o) advances of payroll payments to employees in the ordinary course of business; (p) Investments to the extent that payment for such Investments is contemporaneously made solely with Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent of the Borrower); (q) Investments of a Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or merged, amalgamated or consolidated with a Subsidiary 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 and were in existence on the date of such acquisition, merger or consolidation; (r) [reserved]; (s) [reserved]; (t) Guarantees by the Borrower or any of its Subsidiaries of leases (other than Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (u) the licensing and contribution of intellectual property pursuant to bona fide joint venture arrangements with unaffiliated on-air or other talent providers in the ordinary course of business and consistent with past practice; (v) Investments for a bona fide business purpose (and not for the purpose of effectuating any Liability Management Transaction) in an unaffiliated Person that is not a Subsidiary of Holdings to the extent that the payment for any such Investment is made with advertising or other media inventory; (w) [reserved]; (x) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower and its Subsidiaries may make Investments in an unlimited amount so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 3.50 to 1.00 calculated on a consolidated basis for the then most recent Test Period ended immediately preceding the date on which Investment is consummated; (y) Investments in bona fide joint ventures of the Borrower or any of its Subsidiaries existing on the Closing Date and set forth on Schedule 7.02(y); (or guaranties z) Investments in joint ventures 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 Subsidiaries after the Closing DateDate made for a bona fide business purpose (and not for the purpose of effectuating any Liability Management Transaction); provided that that, the aggregate outstanding amount of all Investments made pursuant to this clause (lz), when taken together with the aggregate amount of Investments made pursuant to the proviso to the foregoing clause (c), shall not exceed the Available Non-Loan Party Investment Amount (in each case, determined on the date such Investment is made, with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); (aa) at ▇▇▇▇▇▇▇ money deposits required in connection with Permitted Acquisitions (or similar Investments); and (bb) contributions to a time when “rabbi” trust for the Leverage Ratio benefit of employees or other grantor trusts subject to claims of creditors in the case of bankruptcy of the Borrower. For purposes of determining compliance with this Section 7.02, in the event that an item of Investment meets the criteria of more than one of the categories of Investments described in clauses (after a) through (bb) above, the Borrower may, in its sole discretion, classify or later divide, classify or reclassify all or a portion of such item of Investment or any portion thereof in a manner that complies with this Section 7.02 and will only be required to include the amount and type of such Investment in one or more of the above clauses. In the event that a portion of the Investments could be classified as incurred under a “ratio-based” basket (giving pro forma effect to the 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 1.00Investments), 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 complianceBorrower, the amount of any Investment shall be the original cost of in its sole discretion, may classify 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 having been incurred pursuant to such Investment “ratio-based” basket and thereafter the remainder of the Investments as having been incurred pursuant to one or interest earned on such Investmentmore of the other clauses of this Section 7.02.

Investments. The Borrower No Loan Party nor any Subsidiary of a Loan Party shall not, make Investments in any Person except as permitted by Sections 5.08 and shall not permit any of its Subsidiaries to, directly or indirectly make or maintain any Investment 5.11(i) through (iii) and 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; (ci) Investments in accountsCash and Cash Equivalents, contract rights and chattel paper (each as defined ii) Investments not constituting loans or advances in the UCC)Capital Securities of their respective Subsidiaries and equity investments as set forth on Schedule 4.24, notes receivable and similar items arising or acquired from the sale of Inventory (iii) Investments in Portfolio Investments made in the ordinary course of business consistent and consistently with the past practice of Investment Policies, (iv) Capital Securities in (or capital contributions to) Structured Subsidiaries acquired or created after the Borrower and its Subsidiaries; (d) Investments received in settlement of amounts due Closing Date to the Borrower or any Subsidiary of the Borrower effected in the ordinary course of business; extent not prohibited by Section 5.17, (ev) Investments by any Structured Subsidiary (so long as the Borrower in any Wholly-Owned Subsidiary and Investments has complied with its obligation to deliver the certificate of any Wholly-Owned Subsidiary designation described in the Borrower or definition of “Structured Subsidiary”) and (vi) Investments 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) Loan Fund Joint Ventures so long as, in the ordinary course case of business; providedeach Loan Fund Joint Venture, that after giving effect to any such Investment, no Default or Event of Default exists and the aggregate outstanding principal amount of all Revolver Advances does not exceed the lesser of the Borrowing Base and the aggregate amount of the Revolver Commitments of all of the Lenders, provided that the aggregate amount of all such loans and advances and guaranties of loans and advances Investments in Loan Fund Joint Ventures 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 (100,000,000 unless immediately after giving pro forma effect to any such Investments and any Indebtedness incurred Investment in connection therewith) was greater than or equal to 2.00 to 1.00 shall not exceed 10excess of $100,000,000, the Consolidated Tangible Net Worth is at least 125% of the consolidated total assets amount required to be maintained under Section 5.07 (and in determining Consolidated Tangible Net Worth for this purpose, the value 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 Capital Securities issued by the Administrative Agent at any time Loan Fund Joint Ventures shall be disregarded). For the Leverage Ratio is greater than or equal purpose of clause (vi) above, a Loan Party may make an Investment in a Loan Fund Joint Venture to 2.00 to 1.00, the Borrower shall deliver fulfill an obligation under a capital call commitment to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to this clause extent that either (lx) at a time when the Leverage Ratio was less than 2.00 to 1.00. For purposes of covenant compliance, the amount of any such Investment shall be is permitted under clause (vi) at the original cost of such Investment, minus time that the Investment is made in cash or (y) the amount of any portion of such Investment repaid to would have been permitted under clause (vi) at 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 time that the case may be, but without any other adjustments for increases or decreases capital call commitment was entered into had the Investment been made in value, or write-ups, write-downs or write-offs with respect to cash at such Investment or interest earned on such Investmenttime.

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 EquivalentsEquivalents or Investments that were Cash Equivalents when made; (b) Investments existing as of the Closing Date and set forth in Schedule 8.02; (c) Investments in accounts, contract rights and chattel paper any Person that (each as defined i) is a Loan Party prior to giving effect to such Investment or (y) simultaneously with such Investment shall become 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 accordance with the past practice of the Borrower and its Subsidiariesterms hereof; (d) Investments received in settlement any Domestic Subsidiary; (e) Investments consisting of amounts due to extensions of credit in the Borrower nature of accounts receivable or any Subsidiary notes receivable arising from the grant of the Borrower effected 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 Investments consisting of the Borrower or any non-cash portion of its Subsidiaries (or guaranties of loans and advances made by a third party consideration received in connection with Dispositions permitted pursuant 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 8.05; (g) Investments constituting Guaranty Obligations Guarantees permitted by Section 7.018.03; (h) Investments in connection with a Permitted Acquisitionan aggregate amount outstanding at the time of, and immediately after giving effect to, such Investment not to exceed the greater of (i) $200,000,000 and (ii) 3.0% of Consolidated Total Assets as of the end of the Applicable Period; (i) Investments by any Foreign Subsidiary in Rabbi Trusts in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto)another Foreign Subsidiary; (j) Investments travel, relocation, tuition reimbursement, 401(k) account transition and other advances made to officers, directors and employees 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 the business to the extent such advances do not violate applicable Law; (k) Call Options and purchases of Equity Interests of the Borrower pursuant thereto; (l) 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 7.12, if applicable; 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 permitted by Section 8.04, 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 7.12 or 7.13, 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 or such longer period as the Administrative Agent shall agree); (m) Investments made resulting from pledges and deposits referred to in Section 8.03; (n) 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; (o) Investments in the Borrower’s Group Executive Retirement Plan (the Supplemental Savings Plan) maintained in a Rabbi Trust consistent with past practices; (p) the transfer of Permitted Factoring Property to an SPV immediately prior to the sale of such Permitted Factoring Property in Permitted Factoring Transactions and other de minimis Investments in connection with the Foreign Subsidiary Reorganizationcreation of any such SPV; and (lq) other Investments (including Permitted Acquisitions) not constituting Acquisitions permitted by the Borrower or any Subsidiary made after the Closing Date; foregoing clauses, provided that (i) if no Event of Default shall exist or result therefrom at the aggregate outstanding amount time of all Investments made pursuant to this clause the making of such Investment and (ly) at immediately after giving effect thereto, on a time when Pro Forma Basis, the Consolidated Total Net 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 5.00:1.00 as of the last day end 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 InvestmentApplicable Period.

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 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) Investments existing as of the Closing Date and set forth on Schedule 7.02; (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 Subsidiariesany Person that is a Loan Party prior to giving effect to such Investment; (d) Investments by any Subsidiary that is not a Loan Party in any Loan Party or any other Subsidiary that is not a Loan Party; (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 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; (f) Guarantees permitted by Section 7.03; (g) Permitted Acquisitions; (h) travel advances to management personnel and employees in the ordinary course of business; (ei) Investments constituting Rate Management Transactions; (j) Investments constituting Securities purchased by SNC or any Broker-Dealer Subsidiaries (whether purchased and held for resale to retail customers or for SNC’s or any Broker-Dealer Subsidiary’s own investment purposes) in accordance with SEC Rule 15c3-3, and acquired in the ordinary course of business and consistent with past practice; (k) Investments of SNC or any Broker-Dealer Subsidiaries constituting margin loans to retail customers in the ordinary course of business and consistent with past practice; (l) Investments by the Borrower SFC in any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary Securities to fund deferred compensation liabilities for employees in the Borrower or in another Wholly-Owned Subsidiaryordinary course of business and consistent with past practice; (fm) loans or advances to employees Investments of the Borrower SFC or any of its Subsidiaries constituting venture capital or private equity investments in the ordinary course of business and consistent with past practice; (n) Investments (i) by Stifel Bancorp, Inc. or guaranties its Subsidiaries in any Bank Subsidiary of loans Stifel Bancorp, Inc., (ii) by any Bank Subsidiary of Stifel Bancorp, Inc. in any direct or indirect Subsidiary of such Bank Subsidiary and advances made (iii) by a third party to employees of the Borrower or any of its Subsidiaries) Bank Subsidiary 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; (go) Investments of a Borrower and its Subsidiaries constituting Guaranty Obligations permitted by Section 7.01loans for the purpose of recruitment and retention of financial advisors in the ordinary course of business and consistent with past practice; (hp) Investments in connection Securities purchased or originated from time to time by Bank Subsidiaries in the ordinary course of business and consistent with a Permitted Acquisitionpast practice; (q) (i) so long as no Event of Default shall have occurred and be continuing, Investments in Rabbi Trusts in an aggregate amount not Subsidiaries and (ii) so long as no Event of Default pursuant to exceed $15,000,000 Section 8.01(a) or (plus income f) shall have occurred and capital growth with respect thereto); (j) be continuing, 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 ReorganizationBank Subsidiaries; and (lr) so long as no Event of Default pursuant to Section 8.01(a) or (f) shall have occurred and be continuing, other Investments not constituting Acquisitions by in the Borrower or any Subsidiary made after the Closing Date; provided that the aggregate outstanding amount ordinary course of all Investments made pursuant to this clause (l) at a time when the Leverage Ratio (after giving pro forma effect to such Investments business 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 consistent 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 Investmentpast practice.

Investments. The Borrower shall Company will not, and shall will not cause or permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly make or maintain acquire, any Investment in any Person, except for the following:following (such Investments described below being herein referred to as “Permitted Investments”): (ai) Investments other than those permitted by subsections (i) through (xii) existing on the Closing Date date hereof 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)6.03; (bii) Investments held by the Borrower Company or such Restricted Subsidiary in the form of cash or Cash Equivalents; (ciii) advances to officers, directors and employees of the Company and Subsidiaries for travel, entertainment, relocation and analogous ordinary business purposes, in each case only to the extent that the making or incurrence of any such advance or obligation to any director or executive officer (or equivalent thereof) would not be in violation of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (iv) Investments of the Company in accounts, contract rights and chattel paper (each as defined any Restricted Subsidiary or of any Restricted Subsidiary in the UCC), Company or another Restricted Subsidiary; (v) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable and similar items arising or acquired from the sale or lease 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, 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; (evi) 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 7.016.01; (hvii) Investments in connection with a Permitted Acquisitionpermitted by Section 6.04; (iviii) Investments consisting of capital expenditures or inventory for use by or in Rabbi Trusts in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto)the business of the Company or a Restricted Subsidiary; (jix) 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 Acquisitions; (kx) Investments (including Investments made in connection with the Foreign acquisition of assets) in any Person of which the Company or any Restricted Subsidiary Reorganizationis not the Controlling Person; provided that as at the end of the immediately preceding fiscal quarter prior to and after giving effect to any such Investment, the Company is in pro forma compliance with the financial covenants set forth in Section 6.13; provided further that the initial amount (determined at the time made) of such Investments which are made after the Effective Date shall not exceed $150,000,000 in the aggregate; (xi) Investments in the nature of seller financing or other consideration received in a Disposition permitted under Section 6.05; and (lxii) other additional Investments not constituting Acquisitions by the Borrower or any Subsidiary made after the Closing Date; provided that exceeding $150,000,000 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 InvestmentCompany.

Investments. The Borrower shall It 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 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; (d) Permitted Cash Equivalent Investments (or were Permitted Cash Equivalents at the time acquired); (i) Investments consisting of 100% of the ownership of the Equity Interests of its Subsidiaries and (ii) intercompany Investments by a Borrower or a Subsidiary in any Subsidiary Guarantor; (f) Hedging Agreements entered into in the ordinary course of business consistent with the past practice of the Borrower any Obligor’s financial planning solely to hedge interest rate risks (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 Subsidiariesnot for speculative purposes) in the ordinary course respect of business; provided, that the Permitted Indebtedness and in aggregate principal amount of for all such loans and advances and guaranties Hedging Agreements not in excess of loans and advances shall not exceed $1,000,000 at any time500,000; (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 received in connection with a Permitted Acquisitionany 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; (i) Investments permitted under Section 9.01(c) and Section 9.03; (j) Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not Affiliates, in Rabbi Trusts the Ordinary Course of Business; (k) Investments consisting of (i) travel advances and employee relocation loans and other employee loans and advances in the Ordinary Course of Business, and (ii) loans to employees, officers or managers relating to the purchase of equity securities of Intermediate Holdings or its Subsidiaries pursuant to employee stock purchase plans or agreements in an aggregate amount not to exceed $15,000,000 250,000 for subclauses (plus income i) and capital growth with respect thereto)(ii) in any fiscal year; (jl) non-cash Investments in joint ventures or strategic alliances in the nature ofOrdinary Course of Business consisting of the non-exclusive licensing of technology, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04the development of technology or the providing of technical support; (km) Investments consisting of loans not involving the net transfer on a substantially contemporaneous basis of cash proceeds to employees, officers or directors relating to the purchase of capital stock of the Administrative Borrower pursuant to employee stock purchase plans or other similar agreements, as approved by Administrative Borrower’s board of directors and not to exceed $500,000 in the aggregate; (n) so long as no Default or Event of Default shall occurred and is continuing, Investments (i) in Foreign Subsidiaries in an aggregate amount not to exceed, together with Indebtedness of Foreign Subsidiaries pursuant to Section 9.01(c) and transfers of property to Foreign Subsidiaries made pursuant to Section 9.09(f)(iii), $250,000 in connection any fiscal year and (ii) in Subsidiaries which are not Obligors, in an aggregate amount not to exceed, together with Indebtedness of Subsidiaries which are not Obligors pursuant to Section 9.01(c) and transfers of property to Subsidiaries which are not Obligors made pursuant to Section 9.09(f)(iii), $100,000 in any fiscal year; provided that the Foreign Subsidiary Reorganizationamount of any intercompany Indebtedness owed by the payor to the payee and the corresponding amount of intercompany Investment made by the payee in such payor arising out of such intercompany Indebtedness shall only be counted once for purpose of determining the cap set forth above; and (lo) other Investments not constituting Acquisitions by so long as no Default shall have occurred and is continuing at 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 or after giving effect thereto, other Investments in an amount of not to exceed $500,000 in 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 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 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 business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the past practice of the Borrower and its Subsidiariesextent reasonably necessary in order to prevent or limit loss; (d) Permitted Cash Equivalent Investments; (e) Investments received by Borrower and the Subsidiary Guarantors in settlement 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); (f) Hedging Agreements entered into in the ordinary course of amounts due Borrower’s financial planning solely to hedge currency risks (and not for speculative purposes) and in an aggregate notional amount for all such Hedging Agreements not in excess of $1,500,000 (or the Borrower or any Subsidiary Equivalent Amount in other currencies); (g) Investments consisting of the Borrower effected security deposits with utilities and other like Persons made in the ordinary course of business; (eh) Investments consisting of employee loans, travel advances and guarantees in accordance with Borrower’s usual and customary practices with respect thereto (if permitted by the Borrower in any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary applicable law) which 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 $1,000,000 500,000 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 Acquisitions; (k) Investments made in connection with the Foreign Subsidiary Reorganizationpermitted pursuant to Section 9.03; (l) Indebtedness permitted by Section 9.01; and (lm) other Investments not constituting Acquisitions by exceeding $100,000 individually or $500,000 in 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 Investmentaggregate.

Investments. The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly make or maintain hold any Investment except for the followingInvestment, 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 any Investment in, or that at the time of making such Investment was, Cash Equivalents; (c) Indebtedness permitted by Section 7.4; (d) loans and advances to officers, directors and employees of the Borrower in the ordinary course of business (including for reasonable and customary travel, relocation and similar expenses incurred in the ordinary course of business) in an aggregate un-recovered amount (valued at cost) not to exceed (net of any cash return of capital received by the Borrower in any Wholly-Owned Subsidiary and Investments respect of any Wholly-Owned Subsidiary in such Investments) $1,000,000 at any one time outstanding; (e) to the Borrower or in another Wholly-Owned Subsidiaryextent constituting Investments, any reinvestment of Net Cash Proceeds as contemplated by Section 3.4(b)(i) and Sections 3.4(b)(ii) and 3.4(b)(iv) of the Depositary Agreement; (f) loans to the extent constituting Investments, Investments in contracts and other agreements (including Swap Agreements) to the extent otherwise permitted under the Credit Documents; (g) Investments received in connection with the bankruptcy or advances to employees reorganization of the Borrower or any suppliers and customers and in settlement 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, 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; (g) Investments constituting Guaranty Obligations permitted by Section 7.01;or (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 solely with the proceeds of capital contributions received directly or any Subsidiary made after the Closing Date; indirectly from Holdings, 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 are applied consistent with Sections 3.4(b)(ii) and any Indebtedness incurred in connection therewith3.4(b)(iv) was greater than or equal to 2.00 to 1.00 shall not exceed 10% of the consolidated total assets Depositary Agreement. To the extent that the making of the Borrower and its Subsidiaries, as determined in accordance with GAAP as any Investment could be deemed a use of the last day more than one subsection 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 1.00this Section 7.6, the Borrower shall deliver may select the subsection 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 which such Investment shall be deemed a use and in no event shall the original cost of such Investment, minus the amount of any same portion of such an Investment repaid to the investor as be deemed a dividend, repayment use 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 Investmentmore than one subsection.

Investments. The Each 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) (i) Investments in Subsidiaries existing on the Closing Date and disclosed on (ii) other Investments 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)7.4; (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 case in the UCC), notes receivable and similar items arising or acquired from the sale Ordinary Course of Inventory in the ordinary course of business consistent with the past practice of the Borrower and its SubsidiariesBusiness; (d) Investments received (w) by any Borrower in settlement any of amounts due to the Borrower or its Subsidiaries that are Borrowers, (x) by any Subsidiary that is not a Borrower in any other Subsidiaries that are not Borrowers, (y) by any Borrower in any of its Subsidiaries that is not a Borrower in an aggregate amount at any time outstanding, together with the outstanding aggregate principal amount of Indebtedness incurred under Section 7.8(e)(iii) hereof, not to exceed $10,000,000 at any time outstanding or (z) by any Subsidiary that is not a Borrower in any of its Subsidiaries that are Borrowers (so long as, with respect to this clause (z), such Investment does not cause Agent to have a Lien on less of a percentage of the issued and outstanding Equity Interests of such Borrower effected in the ordinary course of businessthan what Agent had before such Investment was made); (e) Investments by constituting (i) Receivables 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 Investments consisting of any non-cash consideration or advances to employees deferred portion of the Borrower or sales price received by any Borrower, in each case, in connection with any Disposition permitted under Section 7.1(b) hereof; (g) intercompany loans permitted pursuant to Section 7.8(e) hereof; (h) (i) Interest Rate H▇▇▇▇▇ and Foreign Currency H▇▇▇▇▇ and (ii) fuel hedge agreements, in each case, permitted under Section 7.26 hereof; (i) the maintenance of its Subsidiaries deposit accounts in the Ordinary Course of Business so long as the applicable provisions of Sections 4.15(h) and 7.23 hereof have been complied with in respect of such deposit accounts; (or guaranties of j) loans and advances made by a third party to officers, directors and employees of the any Borrower for reasonable and customary business purposes or any of its Subsidiaries) made in the ordinary course Ordinary Course of business; providedBusiness, that the including for travel expenses, entertainment expenses, moving expenses and similar expenses, in an aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not to exceed $1,000,000 2,000,000 outstanding at any time; (gk) Investments constituting Guaranty Obligations permitted by Section 7.01; Permitted Acquisitions (h) Investments including any e▇▇▇▇▇▇ money deposits required 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 theretotherewith); (jl) Investments utilizing the Available Amounts Basket; provided that (i) no Event of Default pursuant to Section 10.1 or 10.7 shall have occurred and be continuing or would result therefrom, and (ii) solely for purposes of utilizing availability under clause (a)(i) of the Available Amounts Basket, after giving effect to any such Investment on a Pro Forma Basis, Borrowers have Undrawn Availability and Average Undrawn Availability of not less than twenty-five percent (25%) of the Maximum Revolving Advance Amount; (m) Guarantee Obligations permitted under Section 7.8 hereof; (n) loans and advances by a Borrower or a Subsidiary to GPM Empire; (o) prepaid expenses or lease, utility, deposits with respect to operating leases and other similar deposits, in each case, made in the nature of, and arising directly as a result of, consideration received Ordinary Course of Business; (p) promissory notes or other obligations of officers or other employees or consultants of such Borrower or Subsidiary acquired in the Ordinary Course of Business in connection with an Asset Sale made such officer’s or employee’s or consultant’s acquisition of Equity Interests in compliance GPM Empire (or a direct or indirect parent entity thereof) (to the extent such acquisition is permitted under this Agreement), so long as no cash is advanced by the Borrowers or Subsidiaries in connection with Section 7.04such Investment; (kq) pledges and deposits permitted under Section 7.2 hereof and endorsements for collection or deposit in the Ordinary Course of Business to the extent permitted under Section 7.8 hereof; (r) [reserved]; (s) mergers, consolidations and other transactions of any Borrower or any Subsidiary of any Borrower permitted under Section 7.1(a)(i), (ii), (iii), (iv), (v), (vi) or (vii) hereof (it being understood that any consideration transferred from a Borrower in connection with any such transactions must be separately permitted under this Section 7.4); (t) [reserved]; (u) Investments made of any Person that becomes a Subsidiary after the Closing Date at the time such Person becomes a Subsidiary; provided, that (i) such Investments are not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, (ii) such Investment exists at the time such Person is acquired, (iii) such Investments are not directly or indirectly recourse to any Borrower or their assets, other than the person that becomes a Subsidiary and (iv) such Investments do not require any further transfers of cash or assets by such Person; (v) additional Investments by the Borrowers and their Subsidiaries so long as the aggregate amount of such Investments (net of any returns on such Investment) does not exceed at any time outstanding $10,000,000, plus unused amounts reallocated from Section 7.7(j) hereof, so long as prior to and after giving effect to any such Investment, Borrowers have Undrawn Availability and Average Undrawn Availability of not less than twenty percent (20%) of the Maximum Revolving Advance Amount; (w) (i) the organization or establishment or (ii) the initial capitalization for the purposes of a Permitted Acquisition or other permitted Investment hereunder, of one or more Subsidiaries; (x) to the extent constituting Investments, advances in respect of transfer pricing and cost sharing arrangements (i.e., “cost plus” arrangements) that are (x) in the Ordinary Course of Business and consistent with Borrowers’ historical practices and (y) funded not more than one hundred twenty (120) days in advance of the applicable transfer pricing and cost sharing payment; (y) repurchase, retirement or repayment of any Indebtedness to the extent not otherwise prohibited by this Agreement; (z) Investments acquired in connection with the Foreign Subsidiary Reorganizationsettlement of delinquent accounts, disputes in the Ordinary Course of Business or in connection with the bankruptcy, insolvency proceedings or reorganization of, or settlement of disputes with, as the case may be, suppliers, trade creditors, account debtors or customers, or upon the foreclosure, deed in lieu of foreclosure, or enforcement of any Lien in favor of a Borrower or its Subsidiaries (including any Equity Interests or other securities held by the Borrowers or their Subsidiaries which are acquired in connection with the satisfaction or enforcement of Indebtedness or claims due or owing to a Borrower or its Subsidiaries or as security for such Indebtedness or claims, in each case, in the Ordinary Course of Business); (aa) [reserved]; (bb) [reserved]; and (lcc) other Investments not constituting Acquisitions by additional Investments, so long as 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 Payment Conditions are satisfied 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; provided, 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 for purposes of covenant compliance, 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, interest, distributions, return of capital and other amounts received or realized in respect of such Investment, if any, up to the original 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 It 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 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; (d) Permitted Cash Equivalent Investments; (e) (i) Investments consisting of 100% of the ownership of the Equity Interests of its Subsidiaries, (ii) Investments by the Borrower or any Subsidiary consisting of 100% of the ownership of the Equity Interests of the Person acquired in connection with a Permitted Acquisition and (iii) intercompany Investments by the Borrower or its Subsidiaries in a Subsidiary that is a Guarantor or by any Subsidiary of Borrower in Borrower; (f) Hedging Agreements entered into in the ordinary course of business consistent with the past practice of the Borrower any Obligor’s financial planning solely to hedge interest rate risks (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 Subsidiariesnot for speculative purposes) in the ordinary course respect of business; provided, that the Permitted Indebtedness and in an aggregate principal amount of for all such loans and advances and guaranties Hedging Agreements not in excess of loans and advances shall not exceed $1,000,000 at any time750,000; (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 received in connection with a Permitted Acquisitionany 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; (i) Investments permitted pursuant to Section 9.03; (j) Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not Affiliates, in Rabbi Trusts the Ordinary Course of Business; provided that this paragraph shall not apply to Investments of the Borrower in any Subsidiary; (k) Investments consisting of (i) travel advances and employee relocation loans and other employee loans and advances in the Ordinary Course of Business, and (ii) loans to employees, officers or directors relating to the purchase of equity securities of the Borrower or its Subsidiaries pursuant to employee stock purchase plans or agreements approved by the Borrower’s board of directors in an aggregate amount not to exceed $15,000,000 500,000 for subclauses (plus income i) and capital growth with respect thereto)(ii) in any fiscal year; (jl) so long as no Event of Default has occurred and is continuing, Investments by any Obligor 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 Obligor; (km) so long as no Default Event of Default shall have occurred and is continuing at the time of such Investment, Investments made by Borrower in connection with the Foreign Subsidiary ReorganizationSecurities Subsidiary, so long as the aggregate amount of cash and Permitted Cash Equivalent Investments held by Borrower is not less than (i) prior to the Tranche B Term Loan Borrowing Date, $12,500,000 and (ii) on and after the Tranche B Term Loan Borrowing Date, $20,000,000; and (ln) other Investments not constituting Acquisitions by so long as no Default or Event of Default shall have occurred and is continuing at 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 or after giving effect thereto, other Investments in an amount of not to exceed $500,000 in 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 will not, and shall not nor will it permit any of its Subsidiaries other Loan Party to, directly or indirectly acquire, make or maintain enter into, or hold, any Investment except for the followingInvestments except: (a) Investments existing on the Closing Date and disclosed on Schedule 7.03Cash, Cash Equivalents, Specified Money Market Securities, and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies U.S. Government and Agency Securities held in securities and deposit accounts with the provisions of Section 7.01(e)banks and other financial institutions; (b) Investments held by the Borrower or rights to acquire U.S. Government and Agency Securities “to be announced” (“TBAs”) (it being understood that such Subsidiary in the form of cash or Cash EquivalentsTBAs are not U.S. Government and Agency Securities until Delivered); (c) Investments in accounts, contract rights by the Borrower and chattel paper (each as defined the Subsidiary Guarantors in the UCC), notes receivable Borrower and similar items arising or acquired from the sale of Inventory Subsidiary Guarantors; (d) Hedging Agreements entered into in the ordinary course of business consistent with the past practice of the Borrower any Loan Party’s financial planning 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 businessnot for speculative purposes; (e) Investments by the Borrower and its Subsidiaries (including investments in Financing Subsidiaries, Controlled Foreign Corporations and Consolidated Managed Funds) to the extent such Investments are permitted under the Investment Company Act and the Investment Policy; provided that, if any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary such Investment is not included in the Borrower Term Loan First Priority Collateral, then after giving effect to such Investment (and any concurrent acquisitions of Investments in the Term Loan First Priority Collateral or in another Wholly-Owned Subsidiarypayment of outstanding Loans), either (A) the Borrowing Base equals at least 150% of the Covered Debt Amount after giving effect to such Investment; or (B) (x) the Borrowing Base equals at least 110% of the Covered Debt Amount and (y) the ratio of the Borrowing Base to the Covered Debt Amount after giving effect to such Investment is not less than immediately prior to such Investment; (f) loans or advances to employees Investments existing 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) in the ordinary course of businessEffective Date; 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) additional 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 up to but not to exceed exceeding $15,000,000 (plus income and capital growth with respect thereto); (j) Investments 75,000,000 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 1.00outstanding. For purposes of covenant complianceclause (g) of this Section, the aggregate amount of an Investment at any time shall be deemed to be equal to (A) the aggregate amount of Cash, together with the aggregate fair value of property, loaned, advanced, contributed, transferred or otherwise invested that gives rise to such Investment (calculated at the time such Investment is made) minus (B) the aggregate amount of dividends, distributions or other payments received in Cash in respect of such Investment; provided that, in no event shall the aggregate amount of such Investment be deemed to be less than zero; the amount of any an Investment shall not in any event be the original cost reduced by reason of any write‑off of such Investment, minus Investment nor increased by any increase in the amount of any portion of earnings retained in the Person in which such Investment repaid to the investor as a dividendis made that have not been dividended, repayment of loan distributed 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 Investmentotherwise paid out.

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 Hedging Agreements entered into in the ordinary course of Borrower’s financial planning solely to employees hedge currency risks (and not for speculative purposes) and in an aggregate notional amount for all such Hedging Agreements not in excess of the Borrower or any of its Subsidiaries $500,000 (or guaranties the Equivalent Amount in other currencies); (g) Investments consisting 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, 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 employee loans, travel advances and guarantees in connection accordance with a Permitted AcquisitionBorrower’s usual and customary practices with respect thereto (if permitted by applicable law) which in the aggregate shall not exceed $500,000 outstanding at any time (or the Equivalent Amount in other 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 permitted pursuant to Section 7.04;9.03; and (k) Investments made in connection with the Foreign Subsidiary Reorganization; and (l) other Investments not constituting Acquisitions Indebtedness permitted 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 InvestmentSection 9.01.

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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇; (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 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 $300,000,000, 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$300,000,000.

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 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 held by the Closing Date and disclosed on Schedule 7.03, and any refinancings Loan Parties in the form of such Investments Cash Equivalents that are subject to the extent constituting Indebtedness otherwise permitted under Section 7.01(b)Lender’s Lien and control, provided such refinancing complies with pursuant to documentation in form and substance satisfactory to the provisions of Section 7.01(e)Lender; (b) Investments held by loans and advances to officers, directors and employees of the Borrower or such Subsidiary Loan Parties and Subsidiaries made in the form Ordinary Course of cash or Cash EquivalentsBusiness in an aggregate amount at any one time outstanding not to exceed $100,000; (c) Investments by the Loan Parties and their Subsidiaries in accounts, contract rights and chattel paper (each as defined in their respective Subsidiaries outstanding on 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 Subsidiariesdate hereof; (d) Investments received by the Loan Parties and their Subsidiaries in settlement of amounts due their respective Subsidiaries that are Inactive Subsidiaries that are used to immediately fund obligations and liabilities for environmental matters and related expenses which the Borrower Inactive Subsidiaries are permitted under this Agreement to incur or any Subsidiary of the Borrower effected in the ordinary course of businessmake; (e) Investments by consisting of extensions of credit in the Borrower nature of accounts receivable or notes receivable arising from the grant of trade credit in any Wholly-Owned Subsidiary the Ordinary Course of Business, 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 8.02; (g) Investments constituting Guaranty Obligations existing as of the date hereof (including those set forth on Schedule 6.13(a) and (b)) and those as set forth in Schedule 8.03 (which Schedule 8.03 shall show, as of the date hereof, the amount, obligor or issuer and maturity, if any, of any listed Investment) and extensions or renewals thereof, provided that no such extension or renewal shall be permitted by Section 7.01if it would (i) increase the amount of such Investment at the time of such extension or renewal or (ii) result in a Default hereunder; (h) Investments in connection with a Permitted Acquisitionany unsecured Indebtedness permitted under Section 8.02(i) which is an Investment; (i) Investments acquired in Rabbi Trusts connection with the settlement of delinquent Accounts in an aggregate amount not to exceed $15,000,000 (plus income and capital growth the Ordinary Course of Business or in connection with respect thereto)the bankruptcy or reorganization of suppliers or customers; (j) Investments endorsements for collection or deposit in the nature of, and arising directly as a result of, consideration received in connection Ordinary Course of Business consistent with an Asset Sale made in compliance with Section 7.04;past practice; and (k) Investments made in connection with the Foreign Subsidiary Reorganization; and (l) other Investments not constituting Acquisitions by consummation of the Borrower or any Subsidiary made after Centrex Acquisition on the Closing Date; provided that . Notwithstanding 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 foregoing, no Inactive Subsidiary shall incur or make 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 other than as a dividendpermitted under clauses (d), repayment of loan (g) 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 (h) in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investmentthis Section 8.03.

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 ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or P-l by ▇▇▇▇▇’▇ 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 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 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 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 in the Closing Date and disclosed on Schedule 7.03, and any refinancings 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 or cash equivalents; (b) Investments held by existing on the Borrower or such Subsidiary in the form of cash or Cash Equivalentsdate hereof and set forth on Schedule 6.13; (c) Investments in accountsadvances 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 and its SubsidiariesSubsidiaries for travel, entertainment, relocation and analogous ordinary business purposes; (d) Investments received in settlement of amounts due to the Guarantor and the Borrower or any Subsidiary in the form of Equity Interests and investments of the Borrower effected in any wholly-owned Subsidiary, and Investments of Borrower directly in, or of any wholly-owned Subsidiary in another wholly-owned Subsidiary which owns, real property assets which are located within the United States, provided in each case the Investments held by Borrower or Subsidiary are in accordance with the provisions of this Section 8.02 other than this Section 8.02(d); (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; (ef) 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 unimproved land holdings not 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 timetime exceed five percent (5%) of Total Asset Value; (g) Investments constituting Guaranty Obligations permitted by Section 7.01in mortgages, mezzanine loans and notes receivable not to at any time exceed ten percent (10%) of Total Asset Value; (h) Investments in connection with a Permitted AcquisitionConstruction in Progress not to at any time exceed fifteen percent (15%) of Total Asset Value; (i) Investments in Rabbi Trusts in an aggregate amount non-wholly owned Subsidiaries and Unconsolidated Affiliates not to at any time exceed $15,000,000 ten percent (plus income and capital growth with respect thereto);10%) of Total Asset Value; 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 Real Property assets that are 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 retail Properties 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 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 exceed ten percent (10%) of Total Asset Value. Determinations of whether an Investment in an asset is greater than or equal to 2.00 to 1.00, the Borrower shall deliver permitted will be made after giving effect to the Administrative Agent a schedule of all then-outstanding subject Investment. Investments made pursuant to this clause clauses (lf) at a time when through (j) above in the Leverage Ratio was less than 2.00 to 1.00. For purposes aggregate will not exceed twenty-five percent (25%) 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 InvestmentTotal Asset Value.

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 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 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 Each 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 such Borrower and the Subsidiary Guarantors in such Borrower’s wholly-owned Subsidiary Guarantors (for greater certainty, each 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 Hedging Agreements entered into in the ordinary course of such Borrower’s financial planning solely to employees hedge currency risks (and not for speculative purposes) and in an aggregate notional amount for all such Hedging Agreements not in excess of the Borrower or any of its Subsidiaries $250,000 (or guaranties the Equivalent Amount in other currencies); (g) Investments consisting 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, 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 (A) employee loans, travel advances and guarantees in connection accordance with a Permitted Acquisitionsuch Borrower’s usual and customary practices with respect thereto (if permitted by applicable law) which in the aggregate shall not exceed $500,000 outstanding at any time (or the Equivalent Amount in other currencies) and (B) non-cash loans to employees, officers or directors relating to the purchase of equity securities of Holdings pursuant to employee stock purchase plans or arrangements approved by Holdings’ board of directors which in the aggregate shall not exceed $3,000,000 outstanding at any time (or the Equivalent Amount in other currencies); (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 consisting of notes receivable or prepaid royalties and other credit obligations to customers and suppliers, in the ordinary course of business; (k) Investments permitted pursuant to Section 9.03; (l) Investments by such Borrower and the Subsidiary Guarantors in all Foreign Subsidiaries not to exceed $1,500,000 in the aggregate at any time outstanding; (m) Indebtedness permitted by Section 9.01; and (n) 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 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 Investment2,000,000.

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 in the Closing Date and disclosed on Schedule 7.03, and any refinancings 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 the Borrower advances to officers, directors (or such Subsidiary persons performing similar functions) and employees made in the form ordinary course of cash or Cash Equivalentsbusiness, for travel, entertainment, relocation and analogous ordinary business purposes; (c) (i) Investments by the Parent and its Subsidiaries in accountstheir respective Subsidiaries outstanding on the date hereof, contract rights and chattel paper (each as defined ii) additional Investments by the Parent 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 Subsidiariesentities that are (prior to or as a result of such Investment) Wholly-Owned Subsidiary Guarantors, (ii) additional Investments by the Parent and the MLP Subsidiary Guarantors in entities that are (prior to or as a result of such Investment) Wholly-Owned MLP Subsidiary Guarantors, (iii) Investments by MLP Subsidiary Guarantors in the Parent, and (iv) additional Investments in Agway Subsidiaries in an aggregate amount during the term of this Agreement not to exceed $5,000,000; provided that, in the case of Investments in a Foreign Subsidiary made pursuant to this Section 7.03(c), the amount of such Investments when aggregated with Investments in Foreign Subsidiaries made pursuant to Section 7.03(f) and Investments made pursuant to Section 7.03(g) shall not exceed $10,000,000 in the aggregate; and provided further that all Investments made in Persons that are not Loan Parties prior to such Investment shall be subject to the provisions of Section 7.03(f); (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 satisfaction or partial satisfaction thereof from financially troubled account debtors in the ordinary course; (e) Guarantees permitted by Section 7.02; (f) the purchase or other acquisition of amounts due Equity Interests or other property or assets of any Person; provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.03(f): (i) in the case of an acquisition or purchase of Equity Interests, including as a result of a merger or consolidation, (A) by the Parent, the entity in which such Investment is being made will be a Wholly-Owned Subsidiary of the Parent, (B) by the Borrower or any Subsidiary of the Borrower effected Borrower, the entity in the ordinary course of business; (e) Investments by the Borrower in any which such Investment is being made will be a Wholly-Owned Subsidiary of the Borrower, and Investments of any (C) by a MLP Subsidiary Guarantor, the entity in which such Investment is being made will be a Wholly-Owned Subsidiary in the Borrower of one or in another more MLP Subsidiary Guarantors or a Subsidiary that is Wholly-Owned Subsidiarydirectly by the Parent and one or more MLP Subsidiary Guarantors; (fii) loans any such newly-created or advances to employees acquired Subsidiary shall comply with the requirements 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 timeSection 6.12; (giii) Investments constituting Guaranty Obligations permitted by the lines of business of the Person to be (or the property so purchased or otherwise acquired) shall be consistent with the provisions of Section 7.017.07; (hiv) Investments such purchase or other acquisition shall not include or result in connection with any contingent liabilities that could reasonably be expected to be material to the business, financial condition, operations or prospects of the Parent and its Subsidiaries, taken as a Permitted Acquisitionwhole (as determined in good faith by the Board of Supervisors of the Parent or the board of directors (or the persons performing similar functions) of such Subsidiary if the Board of Supervisors or the board of directors (or the persons performing similar functions) is otherwise approving such transaction; (iA) Investments in Rabbi Trusts in an aggregate amount not to exceed $15,000,000 (plus income immediately before 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 (immediately after giving pro forma effect to any such Investments purchase or other acquisition, no Default shall have occurred and any Indebtedness incurred be continuing and (B) immediately after giving effect to such purchase or other acquisition, the Borrower and its Subsidiaries and the Parent and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 7.11, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a), (b), (c) or (d) as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby; provided, however, if (1) the total cash and noncash consideration (including the fair market value of all Equity Interests issued or transferred to the sellers thereof, all indemnities, earnouts and other contingent payment obligations to, and the aggregate amounts paid or to be paid under noncompete, consulting and other affiliated agreements with, the sellers thereof, all write-downs of property and reserves for liabilities with respect thereto and all assumptions of debt, liabilities and other obligations in connection therewith) was greater than paid for any such purchase or equal to 2.00 to 1.00 shall not exceed 10% of other acquisition, exceeds $100,000,000 and (2) the consolidated total assets of the Borrower and its Subsidiaries, Total Consolidated Leverage Ratio as determined on a pro forma basis after giving effect to such purchase or acquisition is in accordance with GAAP as excess 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 3.5 to 1.00, the Borrower consent of the Required Lenders shall deliver be required; (vi) in the case of (A) a purchase or acquisition of Equity Interests of another Person, (B) a purchase or other acquisition of assets of another Person that constitutes a business unit or all or a substantial part of the business, of another Person, or (C) a purchase or other acquisition of assets of another Person where the total aggregate cash and non-cash consideration paid for such purchase or other acquisition exceeds $25,000,000 (each Investment described in the foregoing clauses (A) through (C), a “Reportable Investment”), within a reasonable time prior to such purchase or acquisition, the Administrative Agent shall have received a copy of the executed purchase agreement (or, in the event that the purchase agreement is not being executed until closing, then a substantially complete unexecuted version of the purchase agreement, with the copy of the executed purchase agreement to follow promptly upon closing of such acquisition) for such purchase or acquisition, the anticipated amount to be borrowed in order to consummate such purchase or acquisition, and such other information related to such purchase or acquisition as the Administrative Agent shall reasonably request; (vii) in the case of Investments in a Foreign Subsidiary made pursuant to this Section 7.03(f), the amount of such Investments when aggregated with Investments in Foreign Subsidiaries made pursuant to Section 7.03(c) and Investments made pursuant to Section 7.03(g) shall not exceed $10,000,000 in the aggregate; and (viii) in the case of a Reportable Investment, the Parent shall have delivered to the Administrative Agent, at least five Business Days (or such shorter period of time as may be agreed by the Administrative Agent) prior to the date on which any such purchase or other acquisition is to be consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent a schedule of all then-outstanding Investments made pursuant to and the Required Lenders, certifying that the requirements set forth in this clause (lf) at a time when have been satisfied or will be satisfied on or prior to 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 consummation 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 purchase or other obligation or other transfer of property or return of capitalacquisition; and (g) Investments not otherwise permitted by this Section 7.03 in an amount, as when aggregated with Investments made in Foreign Subsidiaries pursuant to Sections 7.03(c) and 7.03(f), not to exceed $10,000,000 in 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 Neither the Borrower shall not, and shall not permit nor any of its Subsidiaries toshall make Investments in any Person except as permitted by Section 5.06 and except Investments in (i) direct obligations of the United States Government maturing within one year, directly or indirectly make or maintain any Investment except for the following: (aii) Investments existing on the Closing Date and disclosed on Schedule 7.03, and any refinancings certificates of such Investments deposit issued by a commercial bank whose credit is satisfactory to the extent constituting Indebtedness otherwise permitted under Section 7.01(b)Agent, provided such refinancing complies with (iii) commercial paper rated A-1 or the provisions equivalent thereof by Standard & Poor’s Corporation or P-1 or the equivalent thereof by ▇▇▇▇▇’▇ Investors Service, Inc. and in either case maturing within 270 days after the date of Section 7.01(e); acquisition, (biv) 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 Company Owned Restaurants made in the ordinary course of business; , (ev) Investments by Development Joint Ventures in satisfaction 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 obligations of the Borrower or any of its Subsidiaries (or guaranties of loans and advances a Consolidated Subsidiary to such Development Joint Ventures, made by a third party to employees of the Borrower or any of its Subsidiaries) in the ordinary course of business; provided, that (vi) the aggregate principal amount stock or other equity interests of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any time; other Person (g) excluding 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 existing on the Closing Date; ) provided that the aggregate amount expended, assumed or incurred by the Borrower and the Subsidiaries of the Borrower in connection with such Investment does not exceed, when aggregated with the total amount expended, assumed or incurred by the Borrower and the Subsidiaries in connection with all such other Investments under this Section 5.07(vi), together with the aggregate outstanding principal amount of all Investments the loans and advances made pursuant to this clause under item (lvi) 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 definition of Permitted Loans and Advances, ten percent (10%) of Consolidated Net Worth at the time of such Investment, (vii) Investments of the Borrower and its SubsidiariesSubsidiaries existing on the Closing Date, as determined (viii) Investments in accordance with GAAP as Permitted Acquisitions, (ix) obligations issued or unconditionally guaranteed by a state or municipality having a rating of AA or better from Standard & Poor’s Corporation or Aa or better from ▇▇▇▇▇’▇ Investors Service, Inc., (x) obligations of a corporation having a rating of AA or better from Standard & Poor’s Corporation or Aa or better from ▇▇▇▇▇’▇ Investors Service, Inc., (xi) money market funds that invest exclusively in the investments described in Subsections 5.07(i), (ii), (iii), (ix), (x) and (xii), and/or (xii) tender bonds the payment of the last day principal of and interest on which is fully supported by a letter of credit issued by a United States bank whose long-term certificates of deposit are rated at least AA or the immediately preceding Fiscal Year; provided further that upon request equivalent thereof by Standard & Poor’s Corporation and AA or the Administrative Agent at any time the Leverage Ratio is greater than or equal to 2.00 to 1.00equivalent thereof by ▇▇▇▇▇’▇ Investors Service, 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.Inc.

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 wholly-owned Subsidiary and its SubsidiariesInvestments of any Subsidiary in the Borrower; (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 Guarantees 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 7.03; (f) intercompany loans or advances to employees of made by the Borrower to Guarantors, among Guarantors or any of its Subsidiaries (or guaranties of loans and advances made by a third party to employees of the Borrower or any of from 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 in the form of acquisitions of (i) all or substantially all of the business or a line of business (whether by the acquisition of capital stock, assets or any combination thereof) of any other Person, or (ii) all or any portion of the equity ownership interests of a Joint Venture Subsidiary not owned by the Borrower or any Subsidiary thereof (any of the acquisition described in the foregoing clauses (i) and (ii), a “Permitted Acquisition”); provided that (1) no Default or Event of Default shall have occurred and be continuing both immediately before and after giving effect to the acquisition, (2) the Borrower shall have complied with Section 7.016.15 and (3) in the case of any acquisition where the aggregate consideration exceeds $100,000,000, the Borrower shall have delivered to the Administrative Agent a Compliance Certificate dated as of the closing date of the acquisition demonstrating, in form and substance reasonably satisfactory thereto, the pro forma compliance, immediately before and after the closing date of the acquisition, with the Consolidated Leverage Ratio covenant contained in Section 7.14(b); (h) Investments in connection with a Permitted Acquisitionthe financing of equipment permitted under Section 7.03; (i) Investments in Rabbi Trusts in an aggregate amount not to exceed $15,000,000 (plus income and constituting capital growth with respect thereto)expenditures; (j) Investments (i) existing on the Closing Date and listed on Schedule 7.02, or (ii) existing on the Closing Date in Subsidiaries existing on the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with Section 7.04Closing Date; (k) Investments of the Borrower in Joint Venture Subsidiaries made in connection with for the Foreign Subsidiary Reorganizationpurpose of either owning, operating or managing a Restaurant; and (l) any other Investments not constituting Acquisitions (foreign or domestic, other than acquisitions governed by the Borrower or any Subsidiary made after the Closing Date; provided that Section 7.02(g)) so long as 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 Investments, determined as of each date on which any Indebtedness incurred in connection therewith) was greater than or equal to 2.00 to 1.00 shall such Investment is first made, does not exceed 10% fifteen percent (15%) of the consolidated total assets of the Borrower and its SubsidiariesConsolidated Tangible Net Worth; provided, 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 Investmentreduced by all cash dividends, 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 distributions or other obligation payments in respect thereof received by the Borrower 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 Investmenta Guarantor.

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 each case of clauses (i) through (iii), 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 or any Guarantor in the Borrower or any Guarantor; (h) 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 that is not a third party to employees of the Borrower or any of its Subsidiaries) in the ordinary course of business; providedGuarantor, 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 $15,000,000 500,000 for all such Investments; (plus income and capital growth with respect thereto)i) Investments consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (j) Investments consisting of (i) travel advances and employee relocation loans and other employee loans and advances in the nature ofordinary course of business and (ii) loans to employees, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with officers or directors relating to the purchase of equity securities of the Borrower pursuant to employee stock purchase plans or agreements approved by the Borrower’s board of directors (or applicable committee thereof); provided that the aggregate of all such loans outstanding pursuant to this Section 7.048.5(j) may not exceed $250,000 at any time; (k) Investments made (including debt obligations) received in connection with the Foreign Subsidiary Reorganizationbankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of business; (l) Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not Affiliates, in the ordinary course of business, in an aggregate amount not to exceed $250,000; and (lm) other Investments in an aggregate amount not constituting Acquisitions by to exceed $250,000 over 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 notPurchase or acquire (including pursuant to any merger with a person that is not a Subsidiary immediately prior to such merger) or hold any Equity Interests in, and shall not permit any evidences of its Subsidiaries toIndebtedness or other securities of, directly or indirectly make or maintain hold any Investment except for loans or advances to or Guarantees of the followingIndebtedness of any other Person (each, an “Investment”), except: (a) Investments existing on the Closing Effective 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)6.01 annexed hereto; (b) Investments held by the Borrower or such Subsidiary in the form of cash or Cash Equivalents;among Borrowers (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 accordance with the past practice of the Borrower and its SubsidiariesApproved Budget; (d) Investments received in settlement of amounts due to the Borrower or any Subsidiary of the Borrower effected accounts receivable, advances and prepayments and other trade credits made in the ordinary course of business; (e) Investments by the Borrower in any Wholly-Owned Subsidiary resulting from pledges 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 deposits made by a third party to employees of the Borrower or any of its Subsidiaries) in the ordinary course of business; provided; (f) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in good faith settlement of delinquent obligations of, that and other disputes with, customers and suppliers arising in the aggregate principal amount ordinary course of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000 at any timebusiness; (g) Investments constituting Guaranty Obligations permitted by Section 7.01[reserved]; (h) Investments in connection with arising as a Permitted Acquisitionresult of the A/R Securitization Facility; (i) Investments in Rabbi Trusts in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto)[reserved]; (j) Investments in to the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale made in compliance with extent they constitute Indebtedness permitted under Section 7.046.02; (k) Investments made in connection cash and cash equivalents or short-term marketable debt securities, in each case entered into in the ordinary course of business; (l) consisting of production payments, royalties, dedications of reserves under supply agreements or similar rights or interests granted, taken subject to, or otherwise imposed on properties with normal practices in the Foreign Subsidiary Reorganizationmining industry; (m) Investments resulting from pledges and deposits permitted under Section 6.03; (n) Investments in negotiable instruments deposited for collection and endorsements of negotiable instruments and documents, in each case entered into in the ordinary course of business; (o) Investments in respect of transactions permitted under Section 6.04; and (lp) deposits of cash or cash equivalents or short-term marketable securities to secure performance or other Investments not constituting Acquisitions by services and prepaid expenses or other prepaid obligations, in any event, made in the Borrower ordinary course of business and consistent with the Approved Budget or any Subsidiary made after the Closing Date; provided that the aggregate outstanding otherwise permitted hereunder. The amount of all Investments made pursuant to this clause any Investment, other than a Guarantee, shall be (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 Subsidiariesamount actually invested, as determined at the time of each such Investment, without adjustment for subsequent increases or decreases 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 value of such Investment, minus (ii) the amount of dividends or distributions received in connection with such Investment and any portion return of capital and any payment of principal received in respect of such Investment repaid that in each case is received in cash, cash equivalents or short-term marketable debt securities (not in excess of the amount of Investments originally made). The amount of any Guarantee shall be deemed to be an amount equal to the investor as a dividend, repayment stated or determinable amount 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 valuerelated primary obligation, or write-upsportion thereof, write-downs in respect of which such Guarantee is made or, if not stated or write-offs with determinable, the maximum reasonably anticipated liability in respect to such Investment or interest earned on such Investmentthereof as determined by the guaranteeing Person in good faith.

Investments. The Borrower shall notNot, and shall not suffer or permit any of its Subsidiaries Loan Party or any other Subsidiary to, directly or indirectly make or maintain permit to exist, any Investment in any other Person, except for the following: (a) Investments existing on (i) between or among the Closing Date Borrower and disclosed on Schedule 7.03, and any refinancings of the Loan Parties that are Wholly-Owned Subsidiaries; (ii) by Subsidiaries that are not Loan Parties in Loan Parties; provided that such Investments permitted by this clause (ii) shall be limited to unsecured Debt subordinated in right of payment to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies with payment in full of the provisions Obligations pursuant to the terms of Section 7.01(e);a subordination agreement acceptable to Agent; (iii) by Subsidiaries that are not Loan Parties in Subsidiaries that are not Loan Parties; and (iv) by Holdings in the Borrower (b) Investments held constituting Debt permitted by the Borrower or such Subsidiary in the form of cash or Cash EquivalentsSection 7.1(c); (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 SubsidiariesContingent Obligations constituting Debt permitted by Section 7.1; (d) Cash and Cash Equivalent Investments; (e) Investments received in settlement of amounts due to the Borrower or any Subsidiary existing as of the Borrower effected Closing Date and set forth in Section 7.10 of the Disclosure Letter; (f) extensions of trade credit in the ordinary course of business; (eg) Investments notes payable, or stock or other securities issued 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 an account debtor pursuant 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) settlement in the ordinary course of business; provided, that the aggregate principal amount business 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 7.01account debtor’s accounts receivable owing to Holdings or its Subsidiaries; (h) Investments in connection with a Permitted Acquisitionconsisting of non-cash loans to employees, officers, directors or consultants for the purpose of purchasing Capital Stock of Holdings so long as the proceeds of such loans are used entirely to pay the purchase price of such Capital Stock; (i) Investments in Rabbi Trusts consisting of loans or advances to employees, officers and directors of a Loan Party for reasonable travel and entertainment expenses and reasonable relocation costs and expenses and other ordinary business purposes; provided, however, that the aggregate outstanding principal amount of all loans permitted pursuant to this clause (i) shall not exceed $250,000 at any time; 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 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 250,000 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 Borrower shall will not, and shall will not permit any of its Subsidiaries to, directly make, or indirectly make enter into any agreement or maintain commitment to make, any Investment except for the followingInvestment, except: (a) Investments existing on by the Closing Date Borrower and disclosed on Schedule 7.03, and any refinancings its Subsidiaries in the Equity Interests 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)Borrower’s Subsidiaries; (b) Investments held by the Borrower or such Subsidiary in the form of cash or Cash EquivalentsPermitted Investments; (c) Guaranties constituting Indebtedness permitted by Section 6.1; (d) Investments made by the Borrower in accounts, contract rights any Subsidiary and chattel paper (each as defined made by any Subsidiary in the UCC), notes receivable Borrower or in any other Subsidiary; (e) loans and similar items arising or acquired from advances to employees of the sale of Inventory Borrower and its Subsidiaries in the ordinary course of business consistent not to exceed an aggregate principal amount of $3,000,000 at any time outstanding; (f) Investments received in connection with the past practice bankruptcy or reorganization of customers or clients and in settlement of delinquent obligations of, and other disputes with, customers or clients; (g) loans to employees or directors of the Borrower or any of its Subsidiaries for the purpose of purchasing the Equity Interests of the Borrower, provided, that each such loan and purchase transaction shall have a cash neutral effect on the Borrower and its Subsidiaries; (dh) Investments received in settlement consisting of amounts due to the Borrower endorsements for collection or any Subsidiary of the Borrower effected deposit 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 the form of Hedging Agreements permitted under Section 6.5; (j) Investments in existence as of the Effective Date and set forth on Schedule 6.4; (k) Investments made by the Borrower and its Subsidiaries in Keymark after the Effective Date in an aggregate amount not to exceed $15,000,000 (plus income and capital growth with respect thereto)15,000,000; (jl) 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 Acquisitions; (km) Investments made transactions set forth in connection with Schedule 6.7; (n) transactions contemplated in clauses (i) and (ii) of the Foreign Subsidiary Reorganizationpreamble of the definition of “Permitted Acquisitions”; (o) transactions contemplated by Section 6.3(a)(i), (ii), (iii) and (vii); and (lp) other Investments in an aggregate amount not constituting Acquisitions by the Borrower or any Subsidiary made to exceed $25,000,000 from and after the Closing Effective 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.