Common use of Investments Clause in Contracts

Investments. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, make any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) except: (a) extensions of trade credit and credit to customers in the ordinary course of business; (b) Investments in cash and Cash Equivalents and Investments that were Cash Equivalents when made; (c) loans and advances to directors, employees and officers of the Borrower or any Restricted Subsidiary in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding; (d) Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) 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; (h) Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary course of business; (i) Investments in an amount not to exceed at any one time outstanding $50,000,000; (j) Investments arising out of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04; (k) lease, utility and other similar deposits in the ordinary course of business; (l) to the extent constituting Investments, the Transactions; (m) Investments in an amount not to exceed the portion of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; and

Investments. The Borrower will notNot, and will not permit any of its Restricted Subsidiaries other Loan Party to, make or permit to exist any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, Investment in any other Person (all of Person, except the foregoing, “Investments”) exceptfollowing: (a) extensions Investments by Parent, the Company or any Subsidiary in Parent, the Company or any Wholly-Owned Subsidiary, so long as the sum of trade credit (i) the aggregate principal amount outstanding of any Debt incurred by a foreign Subsidiary pursuant to Section 11.1(c) and credit (ii) the aggregate of such Investments made after the date hereof by the Company or any domestic Subsidiary in any foreign Subsidiary (excluding in each case Investments the proceeds of which are used exclusively to customers effect an Acquisition pursuant to Section 11.4 or to pay a Signing and Performance Bonus pursuant to Section 11.13) shall not exceed $10,000,000; (b) Investments constituting Debt permitted by Section 11.1; (c) Suretyship Liabilities constituting Debt permitted by Section 11.1 or Liens permitted by Section 11.2; (d) Cash Equivalent Investments; (e) bank deposits and endorsements in the ordinary course of business; (bf) Investments in cash and Cash Equivalents and Investments that were Cash Equivalents when made; (c) loans and advances to directors, employees and officers securities of the Borrower or any Restricted Subsidiary in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding; (d) Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties account debtors received pursuant to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, plan of reorganization or made pursuant to binding commitments existing on, similar arrangement upon the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance bankruptcy or insolvency of such Equity Interests are not included account debtors or received in any determination settlement of the Retained Excess Cash Flow Amountdelinquent accounts; (g) accountsSuretyship Liabilities under or with respect to employee benefit plans, chattel paper employment agreements and notes receivable arising from the sale or lease of goods or the performance of services similar arrangements in the ordinary course Ordinary Course of businessBusiness; (h) Investments received in connection with the bankruptcy Indemnity, hold harmless, contribution, expense reimbursement and similar obligations that are unrelated to financing transactions or reorganization of suppliers and customers and in settlement of delinquent obligations ofcredit support arrangements or, and other disputes withif so related, suppliers and customers arising in the ordinary course of businessare incidental thereto; (i) Investments Suretyship Liabilities arising by operation of law in an amount not to exceed at any one time outstanding $50,000,000the Ordinary Course of Business; (j) Investments arising out of the receipt to consummate Acquisitions permitted by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.0411.4; (k) lease, utility and other similar deposits in Investments listed on Schedule 11.10 as of the ordinary course of business;Closing Date; and (l) other Investments, in addition to the extent constituting Investments, the Transactions; (m) Investments listed above in an aggregate outstanding amount not to exceed the portion of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so appliedat any time exceeding $2,000,000; provided that (x) any Investment which when made complies with the 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; (y) no Investment otherwise permitted by clause (b), (c), or (g) shall be permitted to be made if, immediately before or after giving effect thereto no thereto, any Event of Default shall have occurred and be continuing; andor Unmatured Event of Default exists.

Investments. The Borrower Company will not, and nor will not it permit any of its Restricted Subsidiaries Subsidiary to, make or suffer to exist any advanceInvestments (including, loanwithout limitation, extension of credit (by way of Guarantee or otherwise) or capital contribution loans and advances to, or purchase any Equity Interestsand other Investments in, bonds, notes, debentures or other debt securities ofSubsidiaries), or any assets constituting a business unit ofcommitments therefor, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) except: (i) Existing Investments in Subsidiaries and other Investments in existence on the Restatement Effective Date and described in Schedule 7.3(E), and any renewal or extension of any such Investments that does not increase the amount of the Investment being renewed or extended as determined as of such date of renewal or extension; (ii) (a) extensions of trade credit and credit to customers Investments by the Company or any Subsidiary in the ordinary course of business; Company or any Domestic Subsidiary Guarantor, (b) Investments by any Foreign Subsidiary in cash and Cash Equivalents and Investments that were Cash Equivalents when made; the Subsidiary Borrower or any Foreign Subsidiary Guarantor, (c) loans and advances to directorsInvestments by any Foreign Subsidiary Non-Guarantor in any other Foreign Subsidiary Non-Guarantor, employees and officers of the Borrower or any Restricted Subsidiary in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding; (d) Investments made permitted under Section 7.3(A)(iii), (e) Investments by the Borrower Company or any Restricted Domestic Subsidiary Guarantor in Foreign Subsidiaries made after the Borrower or any Restricted Subsidiary; provided that the aggregate Restatement Effective Date in an outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant not to this clause (d) shall not exceed $25,000,000 at any time the sum of (1) $200,000,000 plus (2) the Foreign Reinvestment Amount at such time; (eiii) any Investment existing onInvestments comprised of capital contributions (whether in the form of cash, a note or made pursuant other assets) to binding commitments existing onan SPV or other Subsidiary or otherwise resulting from transfers of assets permitted hereunder to such SPV or other Subsidiary, the Closing Date and set forth on Schedule 6.11in either case, in connection with a Permitted Receivables Financing; (fiv) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amountconstituting Permitted Acquisitions; (gv) accounts, chattel paper and notes receivable arising from the sale or lease of goods or the performance of services in the ordinary course of businessCash Equivalent Investments; (hvi) Investments in trade receivables or 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 and customers arising in the ordinary course of business; (ivii) Investments in an amount not to exceed at any one time outstanding $50,000,000; (j) Investments arising out consisting of the receipt deposit accounts maintained by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04; (k) lease, utility Company and other similar deposits its Subsidiaries in the ordinary course of business;business in connection with its cash management system; and (l) to the extent constituting Investments, the Transactions; (mviii) Investments (other than any Investment of a type described in the foregoing clauses (i)-(vii)) made from and after the Restatement Effective Date in an aggregate amount not to exceed the portion of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; and$200,000,000 at any time.

Investments. The Borrower will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, make any advanceInvestments, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) except: (a) Investments held by the Borrower or such Subsidiary in the form of Cash Equivalents; (b) (i) Investments in Subsidiaries in existence on the Signing Date, and (ii) other Investments in existence on the Signing Date and identified on Schedule 6.06, and any refinancing, refunding, renewal or extension of any such Investment that does not increase the amount thereof; (c) advances to officers, directors and employees of the Borrower and its Subsidiaries in an aggregate amount not exceeding $250,000 at any time outstanding, for travel, entertainment, relocation and similar ordinary business purposes; (d) Investments of the Borrower in Equity Interests in any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary in Equity Interests of another Wholly-Owned Subsidiary; provided that any such Equity Interests held by a Loan Party shall be pledged in accordance with the requirements of the definition of the term “Collateral and Guarantee Requirement”; (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 credit Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to customers the extent reasonably necessary in order to prevent or limit loss; (f) Investments consisting of the indorsement by the Borrower or any Subsidiary of negotiable instruments payable to such Person for deposit or collection in the ordinary course of business; (bg) Investments in cash and Cash Equivalents and Investments that were Cash Equivalents when made; (c) loans and advances to directors, employees and officers of the Borrower or any Restricted Subsidiary in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding; (d) Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) accountsconstituting an Investment, chattel paper transactions otherwise permitted by Sections 6.01, 6.03 and notes receivable arising from the sale or lease of goods or the performance of services in the ordinary course of business6.05; (h) Investments received in connection operating Deposit Accounts, Securities Accounts or Commodity Accounts with the bankruptcy banks or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary course of business;financial institutions that are Controlled Accounts; and (i) Investments in an amount not to exceed at any one time outstanding $50,000,000; (j) Investments arising out of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04; (k) lease, utility and other similar deposits in the ordinary course of business; (l) to the extent constituting Investments, the Transactions; (m) Investments in an amount not to exceed the portion of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto long as no Event of Default shall have has occurred and be is continuing; and, other Investments not exceeding $500,000 at any time outstanding.

Investments. The Until the Rollover Date, the Borrower will not, and will not permit allow any of its Restricted Subsidiaries toto make or hold any Investments, make any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) except: (a) Investments by the Borrower or a Subsidiary in cash and Cash Equivalents; (b) Investments in the Borrower or any Subsidiary and the reclassification or conversion of any such Investments to debt or equity or any combination thereof; (c) the Acquisition; (d) Investments by any joint venture; (e) Investments in Persons that are joint ventures on the date of this Agreement in an aggregate amount not to exceed $50,000,000 outstanding at any time with respect to all such Investments made pursuant to this clause (e) following the date of this Agreement; (i) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and credit (ii) Investments (including debt obligations and Equity Interests) received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business or 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; (i) Investments existing or contemplated on the date of the Original Interim Loan Agreement and, to the extent in excess of $10,000,000 individually or $25,000,000 in the aggregate, set forth on Schedule 6.05(g) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the date of this Agreement by the Borrower or any Subsidiary in the Borrower or any other Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment or as otherwise permitted by this Section 6.05; (h) Investments in Swap Agreements permitted under Section 6.01(i); (i) Investments in the ordinary course of business in prepaid expenses, negotiable instruments held for collection and lease, utility and worker’s compensation, performance and other similar deposits provided to third parties; (j) Investments in the ordinary course of business consisting of endorsements for collection or deposit; (k) Investments in the ordinary course of business consisting of the licensing or contribution of intellectual property pursuant to development, marketing or manufacturing agreements or arrangements or similar agreements or arrangements with other Persons; (l) advances of payroll payments, fees or other compensation to officers, directors, consultants or employees, in the ordinary course of business; (b) Investments in cash and Cash Equivalents and Investments that were Cash Equivalents when made; (c) loans and advances to directors, employees and officers of the Borrower or any Restricted Subsidiary in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding; (d) Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (fm) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (gn) accounts, chattel paper [Reserved]; (o) [Reserved]; (p) customary Investments in connection with Permitted Receivables Facilities; (q) other Investments in an aggregate amount not to exceed $50,000,000; (r) the Borrower and notes receivable arising from the sale its Subsidiaries may purchase inventory and other Property to be used or lease of goods or the performance of services sold in the ordinary course of businessbusiness and make capital expenditures; (hs) Investments received loans or advances to officers, directors, consultants and employees of the Borrower and its Subsidiaries for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes and in connection with such Person’s purchase of Equity Interests of the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary course of businessBorrower; (it) Investments held by a Subsidiary acquired after the date of this Agreement or of a corporation merged into the Borrower or merged or consolidated with any Subsidiary after the date of this Agreement that were not made in contemplation of such acquisition or merger; (u) Investments in an amount not to exceed at the CoBank Equities (as defined in the Senior Secured Credit Agreement) and any one time outstanding $50,000,000;other stock or securities of, or Investments in, CoBank or its investment services or programs; and (jv) Investments arising out the transfer of the receipt by Equity Interests of Schenley Distilleries Inc. to the Borrower or a Restricted any Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04; (k) lease, utility and other similar deposits in the ordinary course of business; (l) to the extent constituting Investments, the Transactions; (m) Investments in an amount not to exceed the portion of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; andBorrower.

Investments. The Borrower will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, make any advance, loan, extension of credit (by way of Guarantee guaranty or otherwise) or capital contribution to, or purchase any Equity InterestsCapital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur make any Unrestricted Subsidiary Support Obligations with respect toother investment in, any other Person (all of the foregoing, “Investments”) ), except: (a) extensions of trade credit in the ordinary course of business and credit receivables arising from leases to customers in the ordinary course of business; (b) Investments in cash and Cash Equivalents and Investments that were Cash Equivalents when madeEquivalents; (c) loans and advances to directors, officers and employees and officers of the Borrower or any Restricted Subsidiary and its Subsidiaries in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding; (d) Capital Expenditures that do not conflict with any Loan Document; (e) Investments made by the Borrower or (i) any Restricted Loan Party in any other Loan Party, (ii) by any Subsidiary that is not a Loan Party in the Borrower or any Restricted Subsidiary; provided that other Subsidiary and (iii) by the aggregate outstanding amount of Investments by Loan Parties in Non-Subsidiaries that are not Loan Parties pursuant (including in any joint venture that is a Subsidiary, unless the Borrower elects to this clause (dadd such joint venture as a Guarantor) shall in an aggregate principal amount not to exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.1115,000,000; (f) Investments to the extent that any endorsement of a check or other medium of payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in deposit or collection through normal banking channels or any determination of the Retained Excess Cash Flow Amount; (g) accounts, chattel paper and notes receivable arising from the sale or lease of goods or the performance of services similar transaction in the ordinary normal course of business; (g) Permitted Acquisitions; (h) any Investment received in consideration for a Disposition permitted by Section 8.02(j); (i) Investments consisting of the transfer of Capital Stock or Indebtedness of a Foreign Subsidiary to the Borrower or any other Subsidiary of the Borrower; (j) other Investments in an aggregate amount outstanding pursuant to this subsection (j) not to exceed, at the time such Investment is made, the greater of (x) $30,000,000 and (y) 3.0% of Consolidated Total Assets; (k) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers of the Borrower or any of its Subsidiaries and in good faith settlement of delinquent obligations of, and other disputes with, customers and suppliers and customers arising in the ordinary course of business; (i) Investments in an amount not to exceed at any one time outstanding $50,000,000; (j) Investments arising out of the receipt by the Borrower or a Restricted Subsidiary any of noncash consideration for the sale of assets permitted under Section 6.04; (k) lease, utility and other similar deposits its Subsidiaries arising in the ordinary course of business; (l) Investments constituting Swap Contracts entered into to the extent constituting Investments, the Transactionshedge bona fide business risks and not for speculative purposes; (m) so long as (x) no Default or Event of Default has occurred and is continuing and (y) the Borrower would be in compliance on a pro forma basis with a Consolidated Net Leverage Ratio of no greater than 3.50:1.00 as of the last day of the most recent quarter for which financial statements have been delivered pursuant to Section 7.01(a) or 7.01(b) on the date any such Investment is made, Investments in an aggregate amount not equal to exceed the portion portion, if any, of the Retained Excess Cash Flow Available Amount on the such date of such election that the Borrower elects to apply pursuant to this subsection (m); (n) Investments in joint ventures in an aggregate amount outstanding from time to time of up to $25,000,000; (o) Investments and Guaranty Obligations consisting of Indebtedness incurred in accordance with Section 6.11(m8.05(b) or (e); (p) Acquisitions made as a reinvestment of the proceeds of any Disposition or Recovery Event as contemplated by the definition of “Net Cash Proceeds”; (q) Investments (i) by the Borrower or any of its Subsidiaries in a written notice of a Responsible Officer thereofthe Borrower or any Person that, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election Investment, is a Guarantor and (ii) by any Foreign Subsidiary in any other Foreign Subsidiary; (r) Investments existing on the amount thereof elected to be so appliedEffective Date and described on Schedule 8.04; (s) (i) Investments in a Securitization Subsidiary in connection with a Permitted Securitization; provided that after giving effect thereto no Event any such Investment in a Securitization Subsidiary is in the form of Default shall have occurred a contribution of additional assets in connection with a Permitted Securitization or as common equity or subordinated indebtedness, and be continuing(ii) payments of fees and purchases of a Securitization Subsidiary’s assets pursuant to a repurchase obligation pursuant to Standard Securitization Undertakings, in each case in connection with a Permitted Securitization; and (t) any Investment acquired by virtue of any Bail-In Action with respect to any Lender. The amount of any Investment shall be calculated under this Section 8.04 net of any cash returns of principal and capital cash dividends and other cash returns received by a Loan Party on or after the Effective Date in respect of such Investment.

Investments. The Borrower will notNot, and will not suffer or permit any of its Restricted Subsidiaries Loan Party to, make any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect topermit to exist, any Investment in any other Person (all of Person, except the foregoing, “Investments”) exceptfollowing: (a) Investments (i) between or among the Loan Parties; (ii) by Subsidiaries that are not Loan Parties in Loan Parties; (iii) by Subsidiaries that are not Loan Parties in Subsidiaries that are not Loan Parties; and (iv) by Loan Parties in Subsidiaries that are not Loan Parties in an amount not to exceed $250,000 in the aggregate in any Fiscal Year, provided, that the Lender’s consent to any such Investments in an amount exceeding $250,000 but less than $1,000,000 shall not be unreasonably withheld; (b) Investments constituting Debt permitted by Section 7.1(c); (c) Contingent Obligations constituting Debt permitted by Section 7.1 or constituting guarantees of commercial obligations of Subsidiaries (not constituting Debt) in the ordinary course of business not prohibited hereby; (d) Cash Equivalent Investments; (e) Investments listed in Section 7.10 of the Disclosure Letter as of the Closing Date; (f) extensions of trade credit and credit to customers in the ordinary course of business; (bg) Investments in cash and Cash Equivalents and Investments that were Cash Equivalents when made; (c) loans and advances notes payable, or stock or other securities issued by an account debtor pursuant to directors, employees and officers of the Borrower or any Restricted Subsidiary settlement in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for of such account debtor’s accounts receivable owing to the Borrower and or its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstandingSubsidiaries; (dh) Investments made by in connection with Hedging Obligations; (i) Investments of any Person existing at the time such Person becomes a Subsidiary of a Borrower or consolidates or merges with the Borrower or any Restricted of the Subsidiaries so long as such Investments were not made in contemplation of such Person becoming a Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any timesuch merger; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) 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; (hj) Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary course of business; (i) Investments in an amount not to exceed at any one time outstanding $50,000,000; (j) Investments arising out of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale dispositions of assets permitted under by Section 6.047.4; (k) leaseloans or advances to employees, utility officers and directors of a Loan Party for reasonable travel and entertainment expenses and reasonable relocation costs and expenses and other similar deposits in ordinary business purposes; provided, however, that the ordinary course aggregate outstanding principal amount of businessall loans and advances permitted pursuant to this clause (k) shall not exceed $500,000 at any time; (l) Investments consisting of non-cash loans to employees, officers, directors or consultants for the extent constituting Investments, purpose of purchasing Capital Stock in the Transactions;Borrower so long as the proceeds of such loans are used entirely to pay the purchase price of such Capital Stock; and (m) other Investments in an aggregate amount not to exceed the portion of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; and$250,000 at any time outstanding.

Investments. The Borrower will not, Credit Parties shall not and will shall not cause or permit their Subsidiaries to directly or indirectly make or own any of its Restricted Subsidiaries to, make Investment in any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) except: (a) extensions Borrower and its Subsidiaries may make and own Investments in Cash Equivalents subject to Control Agreements in favor of trade credit and credit to customers in the ordinary course of businessAgent; (b) Investments in cash Borrower and Cash Equivalents and Investments that were Cash Equivalents when madethe other Credit Parties may make loans to other Credit Parties to the extent permitted under SECTION 5.1; (c) Borrower and its Subsidiaries may make loans and advances to directorsemployees for moving, employees entertainment, travel and officers of the Borrower or any Restricted Subsidiary other similar expenses in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 1,500,000 in the aggregate at any one time outstanding; (d) Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided Credit Parties and their Subsidiaries may make capital contributions to their wholly-owned Subsidiaries that the aggregate outstanding amount of Investments by Loan are Credit Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any timeother than Xxxxxxx, Xxxxxxx Radiology, ProNet and FRI; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11Investments representing non-cash consideration received in accordance with SECTION 5.7; (f) Investments to existing on the extent Closing Date, as set forth on SCHEDULE 5.3 and any renewals, amendments and replacements thereof that payment for such Investments is made with Qualified Equity Interests of do not increase the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amountamount thereof; (g) accountseach Credit Party may hold investments comprised of notes payable, chattel paper and notes receivable arising from the sale or lease stock or other securities issued by financially troubled Account Debtors (excluding Affiliates) to such Credit Party pursuant to agreements with respect to settlement of goods or the performance of services such Account Debtor's Accounts with such Credit Party negotiated in the ordinary course of business; (h) Investments received in connection with consisting of loans by Borrower to employees of Borrower which are used solely by such employees to simultaneously purchase the bankruptcy or reorganization Stock of suppliers and customers and in settlement Holdings, provided that Holdings contemporaneously contributes the proceeds of delinquent obligations of, such Stock to the capital of Borrower; (i) Interest Rate Agreements and other disputes withhedging agreements entered into in compliance with SECTION 5.1; (j) Borrower and its Subsidiaries may make advances in the form of a prepayment of expenses, suppliers and customers arising so long as such expenses were incurred in the ordinary course of business; (i) Investments business and are being paid in an amount not to exceed at any one time outstanding $50,000,000; (j) Investments arising out accordance with customary trade terms of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04such Subsidiary; (k) lease, utility and other similar deposits in the ordinary course of business;Permitted Acquisitions; and (l) in addition to the extent constituting Investments, the Transactions; (m) Investments in Persons existing on the Closing Date as set forth on SCHEDULE 5.3, Borrower and its Subsidiaries may make equity Investments in Persons which are not Subsidiaries of Holdings in an aggregate amount not to exceed $2,000,000 in any Fiscal Year (the portion "YEARLY EQUITY INVESTMENT LIMIT") and $8,000,000 in the aggregate after the Closing Date; PROVIDED, HOWEVER, that commencing with Fiscal Year 2007, the Yearly Equity Investment Limit will be increased in any Fiscal Year by an amount equal to 50% of the Retained Excess Cash Flow Amount on difference obtained by taking the date Yearly Equity Investment Limit (excluding any Equity Carry Over Amounts) MINUS the actual amount of such election that equity Investments made during the Borrower elects to apply to this Section 6.11(mimmediately preceding Fiscal Year (the "EQUITY CARRY OVER Amount") in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected Equity Carry Over Amount shall be deemed to be so applied; provided the last amount of such equity Investments made during that after giving effect thereto no Event of Default shall have occurred and be continuing; andsucceeding Fiscal Year).

Investments. The Borrower will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, purchase or hold beneficially any stock or other securities or evidences of indebtedness of, make or permit to exist any advance, loan, extension of credit (by way of Guarantee loans or otherwise) or capital contribution advances to, or purchase create or acquire any Equity Interests, bonds, notes, debentures Subsidiary or other debt securities of, make any investment or acquire any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect tointerest whatsoever in, any other Person (all of the foregoingPerson, “Investments”) except: (a) extensions investments (either directly or through mutual funds) in direct obligations of trade credit the United States of America or any agency or instrumentality thereof whose obligations constitute the full faith and credit obligations of the United States of America having a maturity of one year or less, commercial paper issued by a U.S. corporation rated "A-1" or "A-2" by Standard & Poors Corporation or "P-1" or "P-2" by Xxxxx'x Investors Service, certificates of deposit or bankers' acceptances having a maturity of one year or less issued by members of the Federal Reserve System having deposits in excess of $100,000,000 (which certificates of deposit or bankers' acceptances are fully insured by the Federal Deposit Insurance Corporation) and such other investments as the Borrower shall request and the Banks shall approve in writing; (b) any investment existing on the Closing Date by the Borrower or any of its Subsidiaries in the stock of any Subsidiary or in the stock of any Affiliate; (c) loans and advances by a Subsidiary to customers the Borrower or another Subsidiary of the Borrower; (d) loans to officers and employees of the Borrower or any of its Subsidiaries not exceeding at any one time an aggregate of $500,000; (e) travel advances to officers and employees of the Borrower or any of its Subsidiaries or any other similar advances in the ordinary course of business; (bf) Investments advances in cash and Cash Equivalents and Investments that were Cash Equivalents when made; (c) loans and advances to directorsthe form of progress payments, employees and officers of the Borrower prepaid rent or security deposits or any Restricted Subsidiary in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding; (d) Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) accounts, chattel paper and notes receivable arising from the sale or lease of goods or the performance of services other similar advances in the ordinary course of business;; and (hg) Investments received in connection with the bankruptcy acquisition of the stock or reorganization assets of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary course of business;another Person so long as: (i) Investments in an amount not prior to exceed at any one time outstanding $50,000,000;each such acquisition, the Borrower has submitted to the Agent financial projections which establish that, after giving effect to such acquisition: (jA) Investments arising out the Borrower and its Subsidiaries will be in compliance with all covenants and terms of this Agreement and the other Loan Documents through the Maturity Date, and (B) the Leverage Ratio of the receipt Borrower and its Subsidiaries on a consolidated basis will be not more than 2.50 to 1.00 at all times through the Maturity Date, and (ii) after giving effect to each such acquisition: (A) the acquired business of such Person is in the same line of business as an existing business of the Borrower or its Subsidiaries, (B) the Borrower and its Subsidiaries are in compliance with all covenants and terms of this Agreement and the other Loan Documents at all times through the Maturity Date, (C) all consideration (whether in the form of cash paid, indebtedness assumed or otherwise) given by the Borrower or a Restricted Subsidiary of noncash consideration and its Subsidiaries for the sale of assets acquisitions permitted under this Section 6.04;6.4(g) shall not exceed (I) an aggregate amount of $25,000,000 during the fiscal year in which such acquisition occurs, and (II) an aggregate amount of $75,000,000 during the period from the Closing Date through the Maturity Date, and (kD) lease, utility and other similar deposits in immediately after the ordinary course closing of business; (l) to the extent constituting Investmentssuch acquisition, the Transactions; (m) Investments in an amount not to exceed the portion Leverage Ratio of the Retained Excess Cash Flow Amount Borrower and its Subsidiaries on the date of such election that the Borrower elects a consolidated basis is not more than 2.50 to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; and1.00.

Investments. The Borrower Company will not, and nor will not it permit any of its Restricted Subsidiaries to, make or permit to remain outstanding any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) Investments except: (a) extensions Investments outstanding on the date hereof and identified in Schedule III hereto; (b) operating deposit accounts with banks; (c) Permitted Investments; (d) escrow or deposit accounts established in connection with the Scheduled Acquisitions or Subsequent Acquisitions, so long as the funds held in such accounts are held in the form of trade credit cash or Permitted Investments; (e) Investments by the Company and credit to customers its Restricted Subsidiaries in the Company and its Restricted Subsidiaries; (f) Investments constituting Subsequent Acquisitions by the Company and its Restricted Subsidiaries made in accordance with Section 8.05(b)(iv) hereof; (g) Interest Rate Protection Agreements entered into in the ordinary course of businessthe Company's financial planning and not for speculative purposes (including Interest Rate Protection Agreements entered into in accordance with Section 8.12 hereof); (b) Investments in cash and Cash Equivalents and Investments that were Cash Equivalents when made; (ch) loans and advances to directors, employees and officers of the Borrower Company or any of its Restricted Subsidiary in the ordinary course of business (including for travel, entertainment and relocation expenses) Subsidiaries or Affiliates in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not (as to exceed all such employees) up to $10,000,000 5,000,000 at any one time outstanding; (di) Investments made (collectively, "Disposition Investments") received in connection with any Disposition by the Borrower Company or any of its Restricted Subsidiary in Subsidiaries permitted hereunder and representing all or a part of the Borrower or any non-cash portion of the consideration received by the Company and its Restricted Subsidiary; Subsidiaries pursuant to such Disposition, provided that (i) the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) 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; (h) Disposition Investments received in connection with any single Disposition shall not exceed 25% of the bankruptcy or reorganization fair market value of suppliers and customers and the consideration received in settlement of delinquent obligations ofconnection therewith, and other disputes with, suppliers the aggregate amount of Disposition Investments received in connection with all Dispositions shall not exceed $75,000,000 and customers arising (ii) the respective certificates and notes evidencing such Disposition Investments are delivered in pledge to the ordinary course of businessAdministrative Agent pursuant to the Security Agreement; (ij) the Guarantees referred to in Section 8.07(c) hereof; and (k) additional Investments (including, without limitation, Investments in Unrestricted Subsidiaries) in an aggregate amount up to but not to exceed exceeding $25,000,000 at any one time outstanding or, following the date upon which the Debt Ratio shall have been less than 5.00 to 1 as at the last day of two or more consecutive fiscal quarters in an aggregate amount up to but not exceeding $50,000,000; (j) , it being understood that the Company shall not be required to pledge any of such Investments arising out as collateral security pursuant to the Security Documents. For purposes of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04; foregoing clause (k) lease, utility and other similar deposits in the ordinary course of business; (l) to the extent constituting Investments), the Transactions; aggregate amount of an Investment at any one time shall be deemed to be equal to (mA) Investments the aggregate amount of cash, together with the aggregate fair market value of property, loaned, advanced, contributed, transferred or otherwise invested that gives rise to such Investment minus (B) the aggregate amount of dividends, distributions or other payments received in an amount not to exceed the portion of the Retained Excess Cash Flow Amount on the date cash in respect of such election Investment, provided that the Borrower elects to apply to this Section 6.11(m) amount of an Investment shall not in a written notice any event be reduced by reason of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to any write-off of such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; andInvestment.

Investments. The Borrower will shall not, and will shall not permit any of its Restricted Subsidiaries to, make any advancemake, loan, extension of credit (by way of Guarantee directly or otherwise) or capital contribution toindirectly, or purchase permit to remain outstanding any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) Investments except: (a) Investments outstanding on the Closing Date and identified on Schedule 9.05 and any modification, replacement, renewal or extension thereof to the extent not involving new or additional Investments; (b) operating Deposit Accounts, Securities Accounts or Commodity Accounts with banks or financial institutions that are Controlled Accounts; (c) extensions of trade credit in the nature of accounts receivable or notes receivable arising from the sales of goods or services in the ordinary course of business and credit to customers prepaid royalties in the ordinary course of business; (bi) Investments by any Obligor in cash another Obligor (other than a Foreign Subsidiary) and Cash Equivalents (ii) so long as no Event of Default has occurred and is continuing, Investments by any Obligor in a Foreign Subsidiary; provided that were Cash Equivalents when madethe aggregate amount of Investments under this clause (ii) shall not exceed [***] outstanding at any time (or the Equivalent Amount in other currencies) in the aggregate for all such Investments in all Foreign Subsidiaries; (ce) loans and advances to directors, employees and officers of the Borrower or any Restricted Subsidiary Hedging Agreements entered into in the ordinary course of business for the purpose of hedging currency risks or interest rate risks (including but not for travel, entertainment speculative purposes) and relocation expenses) in an aggregate principal notional amount for all such Hedging Agreements not in excess of [***] (or the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding; (d) Investments made by the Borrower or any Restricted Subsidiary Equivalent Amount in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11other currencies); (f) Investments consisting of prepaid expenses, negotiable instruments held for collection or deposit, security deposits with utilities and landlords to the extent that payment for such Investments is secure office space and other like Persons and deposits in connection with workers’ compensation and similar deposits, in each case, made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) 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; (g) employee loans, travel advances and guarantees in accordance with the Borrower’s usual and customary practices with respect thereto (if permitted by applicable Law) which in the aggregate shall not exceed [***] outstanding at any time (or the Equivalent Amount in other currencies) excluding any amounts outstanding as of the Closing Date; (h) Investments received in connection with the bankruptcy any Insolvency Proceedings in respect of any customers, suppliers or reorganization of suppliers and customers clients and in settlement of delinquent obligations of, and other disputes with, customers, suppliers and customers arising in the ordinary course of businessor clients; (i) Investments in an amount not permitted pursuant to exceed at any one time outstanding $50,000,000Section 9.03; (j) Investments arising out of the receipt by the Borrower acquired in connection with Permitted Acquisitions or a Restricted Subsidiary of noncash consideration for the sale of assets Asset Sales permitted under pursuant to Section 6.049.09(d); (k) lease, utility and other similar deposits Investments made in the ordinary course of businessconnection with joint ventures or strategic alliances in connection with entering into Customer Licenses; (l) to Investments in Permitted Cash Equivalent Investments other than Specified Permitted Cash Equivalent Investments; provided that such Investments shall not exceed, at any time outstanding, in [***] the extent constituting Investments, aggregate since the Transactions;Closing Date; and (m) Investments in an amount not to exceed the portion of the Retained Excess Specified Permitted Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; andEquivalent Investments.

Investments. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, make make, incur, assume or suffer to exist any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, Investment in any other Person (all of the foregoingPerson, “Investments”) except: (a) extensions Investments existing on the Closing Date and identified in Schedule 7.2.5(a); (b) Cash Equivalent Investments and cash, provided, however, that the balance maintained in any deposit account other than a deposit account listed on Schedule 7.2.5(b) hereto not subject to a Lien of trade credit the Agent shall (i) not exceed $100,000 for a period of seven consecutive days with respect to deposit accounts of Borrower and credit any other Credit Party and (ii) in the case of deposit accounts of any Non-Wholly Owned Subsidiary or Minority ASC Entity, be, in an amount equal to customers the Borrower or any Subsidiary’s rights therein, transferred to a deposit account subject to a Lien of the Agent as frequently as practicable but on a no less frequent basis than monthly; (c) without duplication, Investments permitted as Indebtedness pursuant to Section 7.2.2; (d) without duplication, Investments permitted as Capital Expenditures in the Borrower and its Subsidiaries which are Credit Parties; (e) in the ordinary course of business; , (b1) Investments in cash and Cash Equivalents and Investments that were Cash Equivalents when made; (c) loans and advances to directors, employees and officers of by the Borrower in any of its Wholly-Owned Subsidiaries, or in any Restricted new Wholly-Owned Subsidiary created or acquired after the Closing Date in the ordinary course of business connection with a Permitted Acquisition, (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding; (d2) Investments made by the Borrower or any Restricted Wholly-Owned Subsidiary in any Non-Wholly-Owned ASC Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount form of Investments Indebtedness permitted by Loan Parties Section 7.2.2(k) and (l) and (3) other cash investments in Non-Loan Parties pursuant Wholly-Owned ASC Subsidiaries in the aggregate at any time outstanding not to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date 5,000,000 when aggregated with Investments outstanding and set forth on Schedule 6.11permitted by Section 7.2.5(l); (f) Investments to Permitted Acquisitions by the extent that payment for such Investments is made with Qualified Equity Interests Borrower or a Wholly-Owned Subsidiary of the Borrower (or, in the case of the purchase of an ASC Facility, by the Borrower or a Subsidiary of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount); (g) accountsthe acquisition by the Borrower or a Wholly-Owned Subsidiary of the Borrower of 100% of the minority interests held by a Provider in a non-Wholly-Owned Subsidiary, chattel paper and notes receivable arising from provided that any such acquisition is made solely in connection with the sale merger of such non-Wholly-Owned Subsidiary into the Borrower or lease a Wholly-Owned Subsidiary of goods or the performance of services in the ordinary course of businessBorrower as permitted by Section 7.2.8; (h) Investments received in connection with constituting Hedging Agreements of the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary course of businessBorrower; (i) Investments by a Target which exist at the time such Target is the subject of a Permitted Acquisition to the extent such Investments are otherwise permitted pursuant to this Section 7.2.5; (j) Investments (other than Permitted Acquisitions) by the Borrower or a Subsidiary of the Borrower pursuant to ASC Subsidiary Capital Events provided that (1) no Default or Event of Default shall have occurred or be continuing both before and after giving effect to such ASC Subsidiary Capital Event, (2) the Borrower must be able to comply on a pro forma basis after giving effect to such ASC Subsidiary Capital Event with all of the covenants of this Agreement; and (3) in the event that the Borrower’s Senior Leverage Ratio on a pro forma basis (after giving effect to the ASC Subsidiary Capital Event) is greater than 2.25:1.0 the aggregate consideration in connection with such ASC Subsidiary Capital Event shall not exceed $25,000,000 individually and $40,000,000 for all ASC Subsidiary Capital Events consummated following the Closing Date when aggregated with the Consideration paid for Permitted Acquisitions permitted by Section 7.2.5(f) during such period, without duplication; (k) Permitted Seller Debt in connection with Part A of Exhibit F; (l) Investments (not including Investments constituting Permitted Acquisitions) by the Borrower or a Subsidiary of the Borrower in Minority ASC Entities in an amount not to exceed at (a) $1,000,000 in any one time outstanding individual Minority ASC Entity and (b) $50,000,000; (j) Investments arising out 5,000,000 in the aggregate; provided, that the Borrower is in compliance on a pro forma basis after giving effect to such Investment with all of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04; (k) lease, utility and other similar deposits covenants contained in this Agreement provided that in the ordinary course case of business; all such Investments pursuant to this clause (l) (“Minority ASC Investments”), (i) the Minority ASC Entity shall have executed and delivered to the extent constituting InvestmentsPerson making the Investment a demand note (the “Minority ASC Intercompany Note”) to evidence any such Minority ASC Investment, which Minority ASC Intercompany Note shall be in form and substance satisfactory to Agent and pledged to the Agent, (ii) the payee shall record all Minority ASC Investments on its books and records in a manner satisfactory to Agent, (iii) at the time any such Minority ASC Investment is made and after giving effect thereto, each of the Person making the Investment and the payor shall be Solvent; (iv) such Minority ASC Investments shall be secured by a perfected first priority lien on the assets of such Minority ASC Entity, the Transactionsscope of which lien shall be satisfactory to the Agent and which lien shall be assigned to the Agent; (m) Investments by the Borrower and its Subsidiaries in ASC Startups in an amount not to exceed $6,000,000 at any one time outstanding; provided, once the portion Borrower has sold an equity interest in an ASC Startup as permitted under Section 7.2.9(c), the Investment in the ASC Startup shall no longer be considered as “outstanding” for purposes of this clause (m); provided, however, that (n) any Investment which when made complies with the requirements of the Retained Excess definition of the term “Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected Equivalent Investment” may continue to be so appliedheld notwithstanding that such Investment if made thereafter would not comply with such requirements; provided that and (o) no Investment otherwise permitted by clauses (e), (f), (g), (h), (i), (j), (l) or (m) shall be permitted to be made if, immediately before or after giving effect thereto no Event of thereto, any Default shall have occurred exist and be continuing; and.

Investments. The Borrower Prior to the Investment Grade Rating Date, no Credit Party will, nor will not, and will not it permit any of its Restricted Subsidiaries to, make any advanceInvestments, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) except: (a) extensions of trade credit and credit to customers Investments held by a Credit Party or a Subsidiary in the ordinary course form of businesscash or Cash Equivalents; (b) Investments in cash and Cash Equivalents and Investments that were Cash Equivalents when madeany Subsidiary; (c) loans and advances to directors, employees and officers Investments consisting of extensions of credit in the Borrower nature of accounts receivable or any Restricted Subsidiary notes receivable arising from the grant of trade credit in the ordinary course of business (including for travelbusiness, entertainment and relocation expenses) Investments received in an aggregate principal amount for satisfaction or partial satisfaction thereof from financially troubled account debtors to the Borrower and its Restricted Subsidiaries not extent reasonably necessary in order to exceed $10,000,000 at any one time outstandingprevent or limit loss; (d) Investments made by the Borrower or any Restricted Subsidiary in Permitted Acquisitions and capital expenditures in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any timeordinary course; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date Investments in Credit Facility Swap Contracts and set forth on Schedule 6.11other Swap Contracts permitted by Section 8.6; (f) Investments Loans and advances to the extent that payment for such Investments is made with Qualified Equity Interests general partner of the Borrower; provided that Borrower or the issuance of Parent to enable such Equity Interests are not included in any determination general partner of the Retained Excess Cash Flow Amountto pay general and administrative costs and expenses pursuant to the partnership agreement of the Borrower or Parent, as applicable; (g) accounts, chattel paper and notes receivable arising from additional Investments in any Joint Venture existing as of the sale or lease of goods or the performance of services in the ordinary course of businessEffective Date; (h) Investments received in connection with any Joint Venture for the bankruptcy or reorganization purpose of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising developing capital projects in the ordinary course midstream energy business; provided, either (i) such Joint Venture is not subject to any contract or other consensual restriction or limitation on the ability of business;such Joint Venture to make Restricted Payments to the Credit Parties or their Subsidiaries (other than as limitations contained in its organizational documents subjecting such Restricted Payments to the discretion of its board and/or permitting Restricted Payments only to the extent of available cash (as defined therein)), or (ii) any Investments in Joint Ventures other than as described in the foregoing clause (i) shall not exceed, at any one time outstanding, $35,000,000; and (i) other Investments in an aggregate amount not to exceed exceed, at any one time outstanding outstanding, $50,000,000; (j) Investments arising out of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04; (k) lease, utility and other similar deposits in the ordinary course of business; (l) to the extent constituting Investments, the Transactions; (m) Investments in an amount not to exceed the portion of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; and75,000,000.

Investments. The Borrower Loan Parties will not, and will not permit any of its Restricted their Subsidiaries to, directly or indirectly, at any time make or hold any advanceInvestment in any Person (whether in cash, loansecurities or other property of any kind) except the following (collectively, extension of credit the “Permitted Investments”): (by way of Guarantee or otherwisei) or capital contribution toInvestments existing on, or purchase any Equity Interests, bonds, notes, debentures or other debt securities contractually committed as of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) except: (a) extensions of trade credit date hereof and credit to customers in the ordinary course of businessset forth on Schedule 8.11; (bii) Investments in cash and Cash Equivalents and Investments that were Cash Equivalents when madeEquivalents; (ciii) Guarantees by the Borrowers and their Subsidiaries constituting Indebtedness permitted by Section 8.1; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is guaranteed by any Loan Party shall be subject to the limitation set forth in clause (iv) of this Section; (iv) (a) subject to compliance with Section 7.20, Investments made by TTD to consummate the Post-Closing Restructuring, and (b) other Investments made by the Borrowers in or to any Subsidiary and by any Subsidiary to any Borrower or in or to another Subsidiary; provided that the aggregate amount of such other Investments by the Loan Parties in or to, and guarantees by the Loan Parties of Indebtedness of, any Subsidiary that is not a Loan Party (for the avoidance of doubt, not including (x) any such Investments and guarantees existing on the Closing Date or (y) the Post-Closing Restructuring) shall not exceed $10,000,000 at any time outstanding; (v) loans and or advances to directorsemployees, employees and officers or directors of the Borrower Borrowers or any Restricted Subsidiary of their Subsidiaries in the ordinary course of business (including for travel, entertainment relocation and relocation related expenses) in an ; provided that the aggregate principal amount for the Borrower of all such loans and its Restricted Subsidiaries advances does not to exceed $10,000,000 500,000 at any one time outstanding; (dvi) Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any timePermitted Hedging Agreements; (evii) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11Permitted Acquisitions; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) 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; (hviii) Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in of, or settlement of delinquent obligations of, accounts and other disputes with, suppliers customers and customers arising suppliers, in each case in the ordinary course of business or upon the foreclosure with respect to any secured Investment; (ix) promissory notes and other non-cash consideration that is permitted to be received in connection with dispositions permitted by Section 8.5; (x) Guarantees by the Borrowers or any of their Subsidiaries of leases (other than Capitalized Lease Obligations) or of other obligations of any Person that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (ixi) Investments acquired as a result of a foreclosure by the Borrowers or any Subsidiary with respect to any secured Investments or other transfer of title with respect to any secured Investment in default; (xii) Investments resulting from pledges and deposits that are Permitted Liens; (xiii) Investments consisting of the redemption, purchase, repurchase or retirement of any Equity Interests permitted under Section 8.10; (xiv) Investments in an amount not to exceed at any one time outstanding $50,000,000the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers; (jxv) Investments arising out advances in the form of a prepayment of expenses, so long as such expenses are being paid in accordance with customary trade terms of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04Borrowers and their Subsidiaries; (kxvi) leasepurchases or acquisitions of inventory, utility supplies, materials and other similar deposits equipment or purchases or acquisitions of contract rights or intellectual property in each case in the ordinary course of business; (lxvii) Investments consisting of the licensing of Intellectual Property pursuant to the extent constituting Investments, the Transactions;any Intercompany License Agreement; and (mxviii) other Investments which in an amount the aggregate do not to exceed the portion of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(m) $750,000 in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; andany fiscal year.

Investments. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, make make, incur, assume or suffer to exist any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, Investment in any other Person (all of the foregoingPerson, “Investments”) except: (a) extensions Investments existing on the Closing Date and identified in Item 7.2.6(a) (Ongoing Investments) of trade credit the Disclosure Schedule and credit extensions, renewals, modifications or restatements thereof, provided, however, that no such extension, renewal, modification or restatement shall (i) increase the amount of the original loan, advance or investment, or (ii) adversely affect the interests of the Lenders with respect to customers such original loan, advance or investment or the interests of the Lenders under this Agreement or any other Loan Document in the ordinary course of businessany respect; (b) Investments in cash and Cash Equivalents and Investments that were Cash Equivalents when madeEquivalent Investments; (c) without duplication, Investments by the Borrower to the extent permitted as Indebtedness pursuant to Section 7.2.2; (d) without duplication, Investments permitted as Capital Expenditures pursuant to Section 7.2.8; (e) Investments in the form of loans and advances to directorsofficers, directors and other employees and officers of the Borrower or any Restricted Subsidiary its Subsidiaries for (i) commissions and travel and entertainment expenses in the ordinary course of business and (including for travel, entertainment ii) relocation expenses and relocation expenses) other similar expenses in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 5,000,000 in the aggregate at any one time outstanding; (df) Investments made as long as no Event of Default has occurred and is continuing or would result therefrom, loans by the Borrower or its Subsidiaries to any Restricted Subsidiary in member of Management of SFAC, SFC, Parent, the Borrower or any Restricted Subsidiary; provided that of their respective Subsidiaries in connection with management incentive plans or equity investments in SFAC or SFAC New Holdings or purchases of SFAC Subordinated Debentures or SFC Sub Senior Subordinated Debentures approved by the Board of Directors of SFAC New Holdings or SFAC in an aggregate amount not to exceed $5,000,000 in the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amountone time outstanding; (g) accounts, chattel paper and notes receivable arising from the sale or lease of goods or the performance of services if in the ordinary course reasonable judgment of businessthe Borrower or any of its Subsidiaries, any customer is deemed to be in a reorganization or unable to make a timely cash payment on Indebtedness or other obligations of such customer owing to it, the Borrower and each of its Subsidiaries may invest in securities issued by such customer or any affiliate thereof in lieu of cash payment; provided that the Borrower or such Subsidiary, as the case may be, has paid no new consideration (other than forgiveness of Indebtedness or other obligations) therefor; (h) Investments received consummation of Acquisitions in connection with any Fiscal Year of the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations ofBorrower so long as (A) after giving effect to any such Acquisition, and other disputes with, suppliers and customers arising in the ordinary course of business; (i) Investments in an amount not the Senior Secured Leverage Ratio is less than or equal to exceed at any one time outstanding $50,000,000; 2.75:1, (jii) Investments arising out of the receipt by Leverage Ratio calculated after giving effect to such Acquisition is less than the Leverage Ratio calculated prior to giving effect to such Acquisition on a pro forma basis, (iii) the Borrower or the relevant Subsidiary shall acquire (subject to Section 7.2.1) a Restricted Subsidiary majority controlling interest in the Person in which such Investment was made or increase any such controlling interest maintained by it in any such Person and (iv) the chief financial or accounting Authorized Officer of noncash consideration the Borrower shall have executed and delivered a certificate to the Administrative Agent substantially in the form of Exhibit E hereto (including a calculation of the financial covenant ratios contained in Section 7.2.5 in reasonable detail) certifying pro forma compliance with the covenants set forth in Section 7.2.5 for the sale of assets permitted under Section 6.04; (k) lease, utility and other similar deposits in the ordinary course of business; (l) to the extent constituting Investments, the Transactions; (m) Investments in an amount not to exceed the portion of the Retained Excess Cash Flow Amount on most recent full Fiscal Quarter immediately preceding the date of such election Acquisition and certifying that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuingcontinuing on the date such Investment is made, nor would a Default result from the making of such Investment, and (B) the Person in which the Investment is made (i) conducts the same, similar or related lines of business to those conducted by Xxxx and (ii) issues a promissory note (which shall not be subordinated) to the Borrower or the relevant Subsidiary (which, in turn, shall issue a promissory note to the Borrower, which also shall not be subordinated) in an amount equal to the value of such Investment at such time (allowing for amounts which must under the circumstances be invested as capital contributions); provided, however, that (i) such note is fully secured by all assets of the Person in which the Investment is being made to the extent permitted by applicable law, (ii) such note is pledged to the Collateral Agent on behalf of the Term Loan Lenders pursuant to the Term Loan Security Documents and (iii) such security interests securing such note, if any, are collaterally assigned to the Collateral Agent on behalf of the Term Loan Lenders; (i) in respect of Other Bakeries acquired by the Borrower or any of its Subsidiaries pursuant to an Investment constituting an Exchanged Bakery Transaction, the portion of such Investment equal to the fair market value of the Exchanged Bakery used as consideration by the Borrower or such Subsidiary, as the case may be, in respect of such Exchanged Bakery Transaction; and (j) Investments among SFAC and its direct and indirect Subsidiaries to consummate the Restructuring;

Investments. The Borrower Such Obligor will not, and will not permit any of its Restricted Subsidiaries to, make any advancemake, loan, extension of credit (by way of Guarantee directly or otherwise) or capital contribution toindirectly, or purchase permit to remain outstanding any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) Investments except: (a) extensions of trade credit and credit to customers in the ordinary course of business[Reserved]; (b) Investments operating deposit accounts with banks (or similar deposit-taking institutions) and securities accounts that, in cash and Cash Equivalents and Investments that were Cash Equivalents when madethe case maintained by Obligors, shall, after the Account Control Agreement Completion Date, be, Controlled Accounts (unless such accounts constitute Excluded Accounts); (c) loans and advances to directors, employees and officers extensions of the Borrower or any Restricted Subsidiary credit in the ordinary course nature of business (including for travel, entertainment and relocation expenses) accounts receivable or notes receivable arising from the sales of goods or services in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstandingOrdinary Course; (d) Permitted Cash Equivalent Investments; (e) Investments made by the Borrower an Obligor (i) in another Obligor, or any Restricted (ii) in a Subsidiary in the Borrower or any Restricted Subsidiarythat is not an Obligor; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties no Investment shall be made pursuant to this clause (dii) shall not exceed $25,000,000 at any time; (e) any Investment existing on, on or made pursuant to binding commitments existing on, after the Closing Date and set forth on Schedule 6.11;First Amendment Effective Date. (f) Investments to the extent by a Subsidiary that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included an Obligor in any determination of the Retained Excess Cash Flow Amountother Subsidiary that is not an Obligor; (g) accounts, chattel paper and notes receivable arising from Investments permitted by Xxxxxxxx’s investment policy as approved in writing (including any amendments thereto) by the sale or lease of goods or Administrative Agent following the performance of services in the ordinary course of businessClosing Date; (h) Investments consisting of prepaid expenses, deposits under commercial contracts for the purchase of assets permitted under this Agreement, 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, and other deposits and cash collateral constituting Permitted Liens; (i) non-cash loans to employees, officers, or directors relating to the purchase of Equity Interests of the Borrower pursuant to employee stock purchase plans or agreements; (j) Investments received in connection with the bankruptcy any Insolvency Proceedings in respect of any customers, suppliers or reorganization of suppliers and customers clients and in settlement of delinquent obligations of, and other disputes with, customers, suppliers and customers arising or clients; (k) the increase in value of any Investment otherwise permitted pursuant to this Section 9.05; (l) [Reserved]; (m) [Reserved]; (n) [Reserved]; (o) Permitted Hedging Agreements; (p) [Reserved]; (q) Investments consisting of the non-cash portion of the sales consideration received by the Borrower or any of its Subsidiaries in connection with any Asset Sale permitted under Section 9.09; (r) [Reserved]; (s) Investments consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; . Notwithstanding anything in this Agreement to the contrary, (i) Investments in an amount the Borrower shall not, and shall not permit any of its Subsidiaries to exceed at (x) directly or indirectly transfer, contribute, sell, assign, lease or sublease, license or sublicense, or otherwise dispose of, any one time outstanding $50,000,000; (j) Investments arising out of the receipt by Material Intellectual Property to any Person other than the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04; Guarantor, other than pursuant to Permitted Licenses or (ky) lease, utility and permit any Person other similar deposits in the ordinary course of business; (l) to the extent constituting Investments, the Transactions; (m) Investments in an amount not to exceed the portion of the Retained Excess Cash Flow Amount on the date of such election that than the Borrower elects or a Subsidiary Guarantor to apply hold any interest in such Material Intellectual Property (other than (A) pursuant to this non-exclusive intercompany licenses or Permitted Licenses or (B) as permitted by Section 6.11(m9.09(g)), and (ii) in no Material Intellectual Property shall be contributed as an Investment to any Subsidiary other than a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount Subsidiary Guarantor (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; andother than Permitted Licenses).

Investments. The Borrower will not, and Credit Parties will not permit any of its Restricted Subsidiaries to, Consolidated Party to make any advanceInvestments, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) exceptexcept for: (a) Investments consisting of cash and Cash Equivalents; (b) Investments consisting of accounts receivable created, acquired or made by any Consolidated Party in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (c) Investments consisting of Capital Stock, obligations, securities or other property received by any Consolidated Party (i) in settlement of accounts receivable (created in the ordinary course of business) from bankrupt or insolvent obligors or disputes with customers and (ii) as partial consideration for a Permitted Asset Disposition; (d) Investments existing as of the Closing Date and set forth in Schedule 8.6; (e) Investments consisting of 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(f) 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 Administrative Agent shall have received all items in respect of trade credit 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 Administrative 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 credit (b) and (B) a certificate of an Executive Officer of the Borrower (1) demonstrating that, upon giving effect to customers 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 Administrative 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 Administrative 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 Administrative 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, (A) the Revolving Committed Amount minus the monthly average amount of the sum of the aggregate outstanding principal amount of Revolving Loans plus LOC Obligations plus Swingline Loans for the twelve-month period (or shorter period beginning with the Closing Date) ended as of such date shall be at least $25,000,000 and (B) the pro forma Consolidated Leverage Ratio (including any adjustments for cost savings as a result of such Acquisition but only to the extent such adjustments would be permitted in accordance with Regulation S-X) shall be less than or equal to a ratio equal to the lesser of (1) the Consolidated Leverage Ratio at such time before giving effect to such Acquisition and (2) 4.75 to 1:0 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, (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 Indebtedness incurred pursuant to Section 8.1(other than Section 8.1(a)) and (D) 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 (it being understood that (i) the acquisition by the Borrower of all or any portion of the Capital Stock of GLK not currently owned by the Borrower shall be permitted if the Borrower complies with clauses (ii) through (v) and (vii) hereof as if such acquisition(s) were an Acquisition hereunder and (ii) the consideration paid by the Borrower for such Capital Stock shall not reduce the amount of Acquisitions permitted by this paragraph; (i) Investments consisting of endorsements for collection or deposit in the ordinary course of business; (bj) Investments in cash to the extent constituting Investments, (i) Guaranty Obligations permitted by Section 8.1(e), (ii) Permitted Liens and Cash Equivalents and Investments that were Cash Equivalents when made(iii) transactions permitted by Section 8.4; (ck) loans and advances to directors, employees and officers Investments consisting of the Borrower or any Restricted Subsidiary customary trade arrangements with customers in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding; (d) Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made consistent with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) 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; (h) Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary course of business; (i) Investments in an amount not to exceed at any one time outstanding $50,000,000; (j) Investments arising out of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04; (k) lease, utility and other similar deposits in the ordinary course of businesspast practices; (l) Investments by the Parent consisting of obligations of directors and/or employees of any Consolidated Party in connection with such Person's purchase of Capital Stock in the Parent or Holdings LLC; (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 Transactionslicensing or contribution of Intellectual Property pursuant to joint marketing arrangements with Persons other than Consolidated Parties; (mo) Investments consisting of advances or loans (i) to the Parent in lieu of, and not exceeding the aggregate amount of, Restricted Payments to the Parent permitted under Section 8.7 and (ii) to Holdings LLC in lieu of, and not exceeding the aggregate amount of, Restricted Payments to Holdings LLC permitted under Section 8.7(j); (p) other Investments not listed above (including, without limitation, Investments in Foreign Subsidiaries and Joint Ventures) in an aggregate net amount not to exceed $80,000,000 at any one time; provided, however, that, to the extent that any such Investment (or series of related Investments) made pursuant to this clause (p) consists of the 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 fair market value of such Property, then the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such Investment(s), the Credit Parties would be in compliance with the financial covenants set forth in Section 7.10(a) and (b); (q) to the extent constituting Investments, the transactions permitted by clauses (j) and (k) of Section 8.9; and (r) Investments consisting of advances or loans to GLK in an amount not to exceed the portion an aggregate principal amount of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; and$12,500,000 outstanding at any time.

Investments. The Borrower will notNot, and will not permit any of its Restricted Subsidiaries other Loan Party to, make or permit to exist any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, Investment in any other Person (all Person, except Investments by LSV in new funds established by it in the ordinary course of business consistent with industry practices and the foregoing, “Investments”) exceptfollowing: (a) extensions contributions by the Company to the capital of trade credit any Wholly-Owned Subsidiary, or by any Subsidiary to the capital of any other domestic Wholly-Owned Subsidiary, so long as the recipient of any such capital contribution has guaranteed the Obligations and credit to customers such guaranty is secured by a pledge of all of its Capital Securities and substantially all of its real and personal property, in the ordinary course of businesseach case in accordance with Section 10.9; (b) Investments in cash and Cash Equivalents and Investments that were Cash Equivalents when madeconstituting Debt permitted by Section 11.1; (c) loans and advances to directors, employees and officers of the Borrower Contingent Liabilities constituting Debt permitted by Section 11.1 or any Restricted Subsidiary in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstandingLiens permitted by Section 11.2; (d) Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any timeCash Equivalent Investments; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) 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; (h) Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary course of business; (i) Investments in an amount not to exceed at any one time outstanding $50,000,000; (j) Investments arising out of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04; (k) lease, utility and other similar bank deposits in the ordinary course of business, provided that the aggregate amount of all such deposits of LSV and the Company which are maintained with any bank other than the Administrative Agent from and after 180 days from the Closing Date shall not at any time exceed $3,000,000, provided that to the extent such deposits exceed $3,000,000 as a result of account debtors not acting in accordance with payment instructions from the Company or LSV, as the case may be, the Company or LSV shall have three (3) Business Days to transfer funds from such other accounts to an account maintained with the Administrative Agent to be in compliance with the restrictions contained herein; (lf) Investments in securities of Account Debtors received pursuant to any plan of reorganization or similar arrangement upon the extent constituting Investments, the Transactionsbankruptcy or insolvency of such account debtors; (mg) Investments in an amount not to exceed the portion listed on Schedule 11.11 as of the Retained Excess Closing Date. provided that (x) any Investment which when made complies with the requirements of the definition of the term “Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected Equivalent Investment” may continue to be so appliedheld notwithstanding that such Investment if made thereafter would not comply with such requirements; provided that (y) no Investment otherwise permitted by clause (b) or (c) shall be permitted to be made if, immediately before or after giving effect thereto no thereto, any Event of Default shall have occurred and be continuing; andor Unmatured Event of Default exists.

Investments. The Borrower will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary or other Loan Party to, directly or indirectly, acquire, make any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities ofInvestment, or permit any assets constituting a business unit ofInvestment of such Person to be outstanding on and after the Agreement Date, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of than the foregoing, “Investments”) exceptfollowing: (a) extensions of trade credit Investments existing on the Agreement Date and credit to customers in the ordinary course of businessdisclosed on Schedule 9.4.; (b) Investments in cash Subsidiaries (i) in existence on the Agreement Date and Cash Equivalents disclosed on Schedule 6.1.(b) and Investments that were Cash Equivalents when made(ii) wholly owned Subsidiaries owned by the Borrower or another wholly owned Subsidiary so long as: (x) the Borrower and such new Subsidiary comply with the provisions of Section 7.16 hereof and (y) such new Subsidiary is not created or formed in connection with a Permitted Acquisition unless such creation or formation is permitted by clause (c) of this Section 9.4; (c) loans Permitted Acquisitions; (d) Investments in Cash Equivalents and advances Marketable Securities; (e) Investments by Frandisco Life and Frandisco Property (i) of cash not otherwise held in reserve or restricted pursuant to directorsinsurance or other Applicable Law, employees (ii) in Cash Equivalents and officers of the Borrower or any Restricted Subsidiary Marketable Securities, (iii) made in the ordinary course of business and (including for traveliv) not prohibited by insurance or other Applicable Law; (f) Investments consisting of (i) intercompany loans permitted by Section 9.3.(f) or (ii) loans to Insiders, entertainment and relocation expenses) in an provided that outstanding aggregate principal amount for of all such loans to Insiders (other than any loans to Insiders set forth on Schedule 9.4 or intercompany loans permitted by the Borrower and its Restricted Subsidiaries immediately proceeding clause (i)) do not to exceed $10,000,000 1,000,000 at any one time outstanding; (dg) Other Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the an outstanding aggregate outstanding principal amount of Investments by Loan Parties in Non-Loan Parties pursuant not to this clause (d) shall not exceed $25,000,000 250,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) 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; (h) Investments Notes payable received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers customers and customers arising in the ordinary course of business;suppliers; and (i) Investments Finance Receivables Pool Purchases, provided that (i) the aggregate total consideration (including cash and non-cash consideration) paid in an amount not to exceed at connection with any one time outstanding $50,000,000; (j) Investments arising out Finance Receivables Pool Purchase, when taken together with the aggregate total consideration paid in connection with all Finance Receivables Pool Purchases and Acquisitions consummated during any fiscal year of the receipt by Borrower shall not exceed $4,000,000 and (ii) the Borrower or a Restricted Subsidiary aggregate total consideration (including cash and non-cash consideration) paid in connection with all Finance Receivables Pool Purchases and Acquisitions consummated during the term of noncash consideration for the sale of assets permitted under Section 6.04; (k) leasethis Agreement, utility and other similar deposits in the ordinary course of business; (l) to the extent constituting Investments, the Transactions; (m) Investments in an amount shall not to exceed the portion of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; and$12,000,000.

Investments. The Neither the Parent nor the Borrower will notshall, and will not nor shall they permit any of its Restricted their respective Subsidiaries to, make any advanceor maintain, loan, extension of credit (by way of Guarantee directly or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect toindirectly, any other Person (all of Investment except for the foregoing, “Investments”) exceptfollowing: (a) extensions Investments existing on the date of trade credit this Agreement and credit disclosed on SCHEDULE 8.3 (EXISTING INVESTMENTS); (b) Investments in cash (including cash held in bank deposit accounts) and Cash Equivalents in the ordinary course of business; PROVIDED, HOWEVER, that the Dollar Equivalent of Investments of Foreign Non-Guarantors in Cash Equivalents in which Loan Parties would not be permitted to customers make Investments pursuant to this CLAUSE (b) shall not exceed $15,000,000; (c) Investments by any Subsidiary of Parent in payment intangibles, chattel paper (each as defined in the UCC) and accounts, notes receivable, prepaid accounts and similar items arising or acquired in the ordinary course of business; (b) Investments in cash and Cash Equivalents and Investments that were Cash Equivalents when made; (c) loans and advances to directors, employees and officers of the Borrower or any Restricted Subsidiary in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding; (d) Investments made by the Borrower received in settlement of amounts due to Parent or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) accounts, chattel paper and notes receivable arising from the sale or lease of goods or the performance of services its Subsidiaries effected in the ordinary course of business; (e) cash deposits permitted pursuant to CLAUSE (c) or (f) of the definition of Customary Permitted Liens or pursuant to CLAUSE SECTION 8.2(i)(i) or (l) to SECTION 8.2 (LIENS, ETC.); (f) Investments consisting of Securities of account debtors received by Parent or any of its Subsidiaries in any bankruptcy, insolvency or reorganization proceedings of such account debtors; (g) (i) Investments consisting of Permitted Acquisitions and the Foreign IP Transfer; PROVIDED, HOWEVER, that, this CLAUSE (g) shall not permit Investments to be made after the consummation of such Permitted Acquisition or such Foreign IP Transfer if such Investments are not otherwise permitted under this SECTION 8.3 and (ii) Investments consisting of mergers, liquidations and dissolutions permitted pursuant to CLAUSE (y) or (z) of SECTION 8.7 (RESTRICTION ON FUNDAMENTAL CHANGES; PERMITTED ACQUISITIONS); (h) Investments received by (i) the Parent, the Borrower or any Subsidiary Guarantor in connection with the bankruptcy Borrower or reorganization any Subsidiary Guarantor, (ii) any Subsidiary of suppliers the Parent that is a Non-Guarantor in any other Subsidiary of Parent or (iii) the Borrower or any Subsidiary Guarantor in any Subsidiary of the Parent or any Permitted Joint Venture, in each case that is a Non-Guarantor; PROVIDED, HOWEVER, that Investments (including any Guaranty Obligations permitted pursuant to SECTION 8.1(c)(ii) (INDEBTEDNESS) and customers loans permitted pursuant to SECTION 8.1(g)(iii) (INDEBTEDNESS) shall be permitted pursuant to this CLAUSE (iii) only to the extent that, after giving effect to such Investment (and any Investment or Asset Sale to be made to any Non-Guarantor on or prior to the date of such Investment), the Dollar Equivalent of the Non-Guarantor Investment Amount shall not exceed $15,000,000 at any time; 110 CREDIT AGREEMENT PRESTIGE BRANDS, INC. (i) intercompany loans by the Borrower or any Subsidiary Guarantor to the Parent or the Ultimate Parent (i) evidenced by promissory notes subject to the Requisite Priority Liens and (ii) at the time of the incurrence thereof, a Restricted Payment in settlement an amount equal to the aggregate principal amount of delinquent obligations of, and other disputes with, suppliers and customers arising such intercompany loans (without taking into account any paid in kind interest or original issue discount) would be permitted to be made pursuant to any clause of SECTION 8.5(c) (RESTRICTED PAYMENTS); (j) loans or advances to employees of the Parent or any of its Subsidiaries in the ordinary course of business; (i) Investments business as presently conducted other than any loans or advances that would be in an violation of Section 402 of the Xxxxxxxx-Xxxxx Act; PROVIDED, HOWEVER, that the Dollar Equivalent of the aggregate principal amount not of all loans and advances permitted pursuant to exceed at any one time outstanding $50,000,000; this CLAUSE (j) Investments arising out of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04shall not exceed $1,000,000 at any time; (k) leaseloans and advances to any existing director, utility officer or employee of Parent or any of its Subsidiaries (other than any loans or advances that would be in violation of Section 402 of the Xxxxxxxx-Xxxxx Act) the proceeds of which shall be used for the sole purpose of acquisition by such director, officer or employee of any of the Stock or Stock Equivalents of the Ultimate Parent; PROVIDED, HOWEVER, that the Dollar Equivalent of the aggregate principal amount of all loans and other similar deposits in the ordinary course of businessadvances permitted pursuant to this CLAUSE (k) shall not exceed $5,000,000 at any time; (l) to the extent constituting Investments, the TransactionsGuaranty Obligations permitted by SECTION 8.1 (INDEBTEDNESS); (m) Investments (other than in an amount not to exceed the portion of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(mProposed Acquisitions) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto made at any time when no Event of Default shall have has occurred and be continuingis continuing within 270 days of such Equity Issuance, of the Net Cash Proceeds of an Equity Issuance identified in an Equity Issuance Notice as being invested pursuant to this CLAUSE (m) in (i) Joint Ventures that are Permitted Joint Ventures or (ii) in any other assets (other than Stock or Stock Equivalents of Subsidiaries or interests in Joint Ventures); and (n) Investments of any Subsidiary of Parent not otherwise permitted hereby; PROVIDED, HOWEVER, that the Dollar Equivalent of the aggregate outstanding amount of all such Investments shall not exceed $25,000,000 at any time; and (o) Investment by any Subsidiary of Parent (other than in a Permitted Acquisition) of (i) the excess of the Net Cash Proceeds received by any Subsidiary of the Parent from any Asset Sale (other than to any Subsidiary of Parent) of any Investment made pursuant to CLAUSE (h), (m) or (n) above over the value of such Investment (as determined in accordance with the definition of "Investment" set forth herein) at the time of such Asset Sale or (ii) the Net Cash Proceeds of any Asset Sale of any Investment made pursuant to this CLAUSE (o).

Investments. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, make make, incur, assume or suffer to exist any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, Investment in any other Person (all of the foregoingPerson, “Investments”) except: (a) extensions Investments existing on the Closing Date and identified in Item 7.2.5(a) ("Ongoing Investments") of trade credit and credit to customers in the ordinary course of businessDisclosure Schedule; (b) Investments in cash and Cash Equivalents and Investments that were Cash Equivalents when madeEquivalent Investments; (c) loans and advances without duplication, Investments permitted as Indebtedness pursuant to directors, employees and officers of the Borrower or any Restricted Subsidiary in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstandingSection 7.2.2; (d) without duplication, Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties permitted as Capital Expenditures pursuant to this clause (d) shall not exceed $25,000,000 at any timeSection 7.2.7; (e) Investments by the Borrower in any Investment existing onof its Subsidiaries (or any Person which, after making an Investment, becomes a Subsidiary), or made pursuant by any such Subsidiary in any Subsidiary of the Borrower, by way of contributions to binding commitments existing on, the Closing Date and set forth on Schedule 6.11capital; (f) Investments in the form of loans to the extent that payment for such Investments is made with Qualified Equity Interests officers, directors and employees of the Borrower; provided that the issuance of such Equity Interests are Borrower and its Subsidiaries in an aggregate amount at any time outstanding not included to exceed $2,500,000 in any determination of the Retained Excess Cash Flow Amountcash; (g) 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; (h) Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, of and other disputes with, with customers and suppliers and customers arising in the ordinary course of business; (ih) Investments in Permitted Joint Ventures; or (i) additional Investments in an aggregate amount at any time outstanding not to exceed $2,000,000; provided, that the amount of any such additional Investment outstanding at any one time outstanding $50,000,000;shall be deemed to be equal to the amount of such Investment on the date made, minus the sum of amounts received in cash in respect of such Investment representing return of capital, repayment of loans and return on capital (including interest and dividends) up to the amount of such Investment on the date made; provided, however, that (j) Investments arising out any Investment which when made complies with the requirements of the receipt by definition of the Borrower or a Restricted Subsidiary term "Cash Equivalent Investment" may continue to be held for no more than 180 days following the date that such Investment no longer meets the requirements of noncash consideration for the sale of assets permitted under Section 6.04;such definition; and (k) lease, utility and no Investment otherwise permitted by clause (e) (other similar deposits in the ordinary course of business; (l) to the extent constituting Investments, the Transactions; (m) Investments in than an amount not to exceed the portion of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(m) Investment in a written notice of a Responsible Officer thereof, which notice wholly-owned Subsidiary) or (h) shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected be permitted to be so applied; provided that made if, immediately before or after giving effect thereto no Event of thereto, any Default shall have occurred and be continuing; and, unless such party has irrevocably committed to making such Investment.

Investments. The Borrower will shall not, and will not nor shall it permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, make any advanceInvestments, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) except: (a) Investments held by the Borrower or its Subsidiaries in the form of cash or Cash Equivalents; (b) Investments made in Loan Parties and their Subsidiaries subject to the limitations on Investments described in clauses (d) through (j) of this Section 7.02; (c) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit and credit to customers in the ordinary course of business; (b) Investments in cash and Cash Equivalents , and Investments that were Cash Equivalents when made; (c) loans and advances received in satisfaction or partial satisfaction thereof from financially troubled account debtors or lessees to directors, employees and officers of the Borrower extent reasonably necessary in order to prevent or any Restricted Subsidiary in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstandinglimit loss; (d) Investments made by consisting of purchase money mortgages or other financing provided to Persons in connection with the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiarysale of a Property; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties made pursuant to this clause (d) shall (i) does not exceed $25,000,000 10% of the Total Asset Value at any time and (ii) taken together with the aggregate amount of Investments made pursuant to clauses (e) through (j) of this Section 7.02 (without duplication), does not exceed 30% of the Total Asset Value at any time; (e) any Investment existing on, Investments (whether originated or acquired by the Borrower or a Subsidiary thereof) consisting of loans (excluding loans described in clause (d) of this Section 7.02) secured by mortgages or deeds of trust on one or more real properties that are described in the definition of “Permitted Businesses”; provided that the aggregate amount of Investments made pursuant to binding commitments existing onthis clause (e) (i) does not exceed 15% of the Total Asset Value at any time and (ii) taken together with the aggregate amount of Investments made pursuant to clauses (d) and (f) through (j) of this Section 7.02 (without duplication), does not exceed 30% of the Closing Date and set forth on Schedule 6.11Total Asset Value at any time; (f) Investments to in unimproved land (including through the extent that payment for such Investments is made with Qualified purchase or other acquisition of all of the Equity Interests of the Borrowerany Person that owns unimproved land); provided that the issuance aggregate amount of such Equity Interests are Investments made pursuant to this clause (f) (i) does not included in any determination exceed 10% of the Retained Excess Cash Flow AmountTotal Asset Value at any time and (ii) taken together with the aggregate amount of Investments made pursuant to clauses (d), (e), (g), (h), (i) and (j) of this Section 7.02 (without duplication), does not exceed 30% of the Total Asset Value at any time; (g) accountsInvestments in marketable securities traded on the New York Stock Exchange (NYSE), chattel paper and notes receivable arising from the sale or lease of goods American Stock Exchange (AMEX) or the performance NASDAQ Stock Market (National Market System Issues only); provided that the aggregate amount of services in Investments made pursuant to this clause (g) (i) does not exceed 5% of the ordinary course Total Asset Value at any time and (ii) taken together with the aggregate amount of businessInvestments made pursuant to clauses (d), (e), (f), (h), (i) and (j) of this Section 7.02 (without duplication), does not exceed 30% of the Total Asset Value at any time; (h) Investments received in connection any Unconsolidated Affiliates (including through the purchase or other acquisition of Equity Interests of any Unconsolidated Affiliate, but excluding Investments described in clause (g) of this Section 7.02); provided that the aggregate amount of Investments made pursuant to this clause (h) (i) does not exceed 5% of the Total Asset Value at any time and (ii) taken together with the bankruptcy or reorganization aggregate amount of suppliers Investments made pursuant to clauses (d), (e), (f), (g), (i) and customers and in settlement (j) of delinquent obligations ofthis Section 7.02 (without duplication), and other disputes with, suppliers and customers arising in does not exceed 30% of the ordinary course of businessTotal Asset Value at any time; (i) Investments in an respect of costs to acquire, construct or develop real property under development (i.e. a property which is being developed for which a certificate of occupancy has not been issued); provided that the aggregate amount of Investments made pursuant to this clause (i) (i) does not to exceed 10% of the Total Asset Value at any one time outstanding $50,000,000and (ii) taken together with the aggregate amount of Investments made pursuant to clauses (d) through (h) and (j) of this Section 7.02 (without duplication), does not exceed 30% of the Total Asset Value at any time; (j) Investments arising out in multitenant retail properties; provided that the aggregate amount of Investments made pursuant to this clause (j) (i) does not exceed 10% of the receipt by Total Asset Value at any time and (ii) taken together with the Borrower or a Restricted Subsidiary aggregate amount of noncash consideration for Investments made pursuant to clauses (d) through (i) of this Section 7.02 (without duplication), does not exceed 30% of the sale of assets permitted under Section 6.04Total Asset Value at any time; (k) lease, utility and other similar deposits Investments in the ordinary course of business;Swap Contracts permitted under Section 7.03; and (l) other Investments in Permitted Businesses (including through the creation, purchase or other acquisition of the Equity Interests of any Subsidiary (or other Person that following such creation, purchase or other acquisition would be a Subsidiary)) subject to the extent constituting Investments, the Transactions; limitations on Investments described in clauses (md) Investments in an amount not to exceed the portion through (j) of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(m7.02; provided, that notwithstanding the foregoing, in no event shall any Investment pursuant to clauses (b) in a written notice or (d) through (l) of a Responsible Officer thereofthis Section 7.02 be consummated if, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detaili) immediately prior to such election and the amount thereof elected to be so applied; provided that before or immediately after giving effect thereto no Event of thereto, a Default shall have occurred and be continuing; andcontinuing or would result therefrom or (ii) the Borrower and its Subsidiaries would not be in compliance, on a pro forma basis, with the provisions of Section 7.11. Determinations of whether an Investment is permitted pursuant to clauses (b), (d) through (k) or (l) of this Section 7.02 will be made after giving effect to the subject Investment and the value of any such Investment will be determined in the same manner as provided in the definition of Total Asset Value.

Investments. The Borrower will Company shall not, and will shall not permit any of its Restricted Subsidiaries Material Subsidiary to, make any advanceInvestments, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) except: (a) extensions Investments held by the Company or any Subsidiary in the form of trade credit Cash and credit Cash Equivalents; (b) loans and advances to customers (i) employees of the Company and Subsidiaries in the ordinary course of business and (ii) Subsidiaries in the ordinary course of business; ; provided if any loans or advances under this clause (bii) Investments are owing by a Loan Party to a Subsidiary that is not a Loan Party, the repayment thereof shall be subordinated to the Obligations in cash and Cash Equivalents and Investments that were Cash Equivalents when madea manner reasonably satisfactory to the Administrative Agent; (c) loans 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 advances Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors, and Investments consisting of prepayments to directors, employees and officers of the Borrower or any Restricted Subsidiary suppliers in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstandingconsistent with past practice; (d) Guarantees permitted by Section 7.03; (e) Investments made by existing as of the Borrower Closing Date and listed on Schedule 7.02; (f) Permitted Acquisitions; (g) so long as no Default shall have occurred and be continuing or would result therefrom, Investments (other than a hostile acquisition) of the Company or any Restricted Subsidiary of its Subsidiaries in the Borrower or any Restricted Subsidiary; provided that the an aggregate outstanding amount of that, when combined with all other Investments by Loan Parties in Non-Loan Parties previously made pursuant to this clause (dg) shall does not exceed $25,000,000 at any time10% of Consolidated Assets; (eh) any Investment existing on, or deposits made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) accounts, chattel paper and notes receivable arising from the sale or lease of goods or the performance of services in the ordinary course of businessbusiness to secure the performance of leases or other obligations; (hi) Swap Contracts permitted pursuant to Section 7.03; (j) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers and or in settlement of delinquent obligations of, and or other disputes with, customers and suppliers and customers arising in the ordinary course of business or upon the foreclosure (or other transfer of title in lieu of foreclosure) with respect to any secured Investment; (k) Investments arising out of the receipt by the Company or any Subsidiary of non-cash consideration for the Disposition of assets permitted under Section 7.05; (l) Investments represented by Guarantees by the Company or any of its Subsidiaries of operating leases or of other obligations that do not constitute Indebtedness, in each case, entered into in the ordinary course of business; (im) Investments in an amount not to exceed at any one time outstanding $50,000,000; (j) Investments arising out extensions of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04; (k) lease, utility and other similar deposits trade credit in the ordinary course of businessbusiness and consistent with customary credit practices and policies; (l) to the extent constituting Investments, the Transactions; (mn) Investments in an amount not to exceed the portion ordinary course of the Retained Excess Cash Flow Amount on the date business consisting of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuingendorsements for collection or deposit; and (o) Investments in respect of New Markets Tax Credit Transactions, the net amount of which shall not exceed an aggregate amount of Five Hundred Million ($500,000,000) US Dollars.

Investments. The Borrower will not, and nor will not it permit any of its Restricted Subsidiaries to, make or permit to remain outstanding any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) Investments except: (a) extensions Investments outstanding on the date hereof and identified in Part B of Schedule III; (b) operating deposit accounts with banks; (c) Permitted Investments; (d) Investments (including Guarantees permitted under Section 7.01 and other Guarantees) by the Borrower and its Wholly-Owned Subsidiaries in the Borrower and its Wholly-Owned Subsidiaries (excluding Foreign Subsidiaries) after the date hereof; (e) Investments by the Borrower and its Wholly-Owned Subsidiaries in Foreign Subsidiaries consisting of (i) Guarantees by the Borrower of Indebtedness of Foreign Subsidiaries specified in Section 7.01(g), (ii) loans and advances by the Borrower to any Foreign Subsidiary for working capital and other general corporate purposes (provided that such Foreign Subsidiary shall execute and deliver an Intercompany Note evidencing such Investments and the Borrower shall comply with the requirements of Section 6.09(e)), (iii) capital contributions by the Borrower which are made, directly or indirectly, to any Foreign Subsidiary with the proceeds of an Equity Issuance of the Borrower, and (iv) other Investments not exceeding U.S.$250,000,000 at any one time, (f) Investments consisting of (i) security deposits with utilities, lessors and other like Persons made in the ordinary course of business, (ii) pledges and deposits made in the ordinary course of business in compliance with workers' compensation, unemployment insurance and other social security laws or regulations or (iii) cash deposits to secure the performance of bids, trade credit contracts, leases, statutory obligations, surety and credit to customers appeal bonds, performance or indemnity bonds and other obligations of a like nature, in each case in the ordinary course of business; (bg) Investments in cash and Cash Equivalents and Investments that were Cash Equivalents when made; (c) loans and advances to directors, employees and officers any Guarantee by a Subsidiary of the Borrower or any Restricted Subsidiary of (i) Senior Unsecured Indebtedness incurred in the ordinary course of business compliance with Section 7.01(c) and 7.01(d) and (including for travel, entertainment and relocation expensesii) Subordinated Indebtedness incurred in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding; compliance with Section 7.11 (d) Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that such Guarantee of Subordinated Indebtedness shall comply with the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) accounts, chattel paper and notes receivable arising from the sale or lease of goods or the performance of services in the ordinary course of businessrequirements Section 7.11(b)); (h) Investments received (including Guarantees permitted under Section 7.01) by the Borrower and its Subsidiaries in connection with Joint Venture Entities (and Investments by Joint Venture Entities in other Persons) after the bankruptcy or reorganization date hereof; provided that the aggregate amount of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary course of business; (i) such Investments in an amount Joint Venture Entities shall not to exceed U.S.$150,000,000 at any one time outstanding $50,000,000; (j) Investments arising out or at any time the Senior Debt Ratio is less than 2.5 to 1 (the determination of such ratio to be calculated as of the receipt by last day of the most recently-ended fiscal quarter of the Borrower or a Restricted Subsidiary of noncash consideration for under the sale of assets permitted under Section 6.04; (k) lease, utility and other similar deposits in assumption that such Investment was made at the ordinary course of business; (l) to the extent constituting Investments, the Transactions; (m) Investments in an amount not to exceed the portion beginning of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereofapplicable calculation period), which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; and$200,000,000 at any one time);

Investments. The Borrower will shall not, and will not nor shall it permit any of its Restricted Subsidiaries to, make any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or Investment other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) except: than (a) extensions Investments consisting of Cash Equivalents; (b) accounts receivable if credited or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade credit terms; (c) payroll advances and credit to customers advances for business and travel expenses in the ordinary course of business; ; (bd) Investments by the Borrower in cash and Cash Equivalents and its Wholly-Owned Subsidiaries in the ordinary course of business; (e) Investments that were Cash Equivalents when made; by any Subsidiary of the Borrower in the Borrower or in any other Wholly-Owned Subsidiary of the Borrower; (cf) loans and advances to directors, employees and officers Investments made by way of any endorsement of negotiable instruments received by the Borrower or any Restricted Subsidiary of its Subsidiaries in the ordinary course of its business and presented by it to any bank for collection or deposit; (g) stock, obligations or securities received in settlement of debts created in the ordinary course of business owing to the Borrower or any of its Subsidiaries; (including for travelh) in addition to any other permitted investments, entertainment and relocation expenses) any other Investments by the Borrower in an aggregate principal outstanding amount for not exceeding $10,000,000 at any time; and (i) Investments in travel or airline related businesses made in connection with marketing and promotion agreements, Alliance Agreements, distribution agreements, agreements relating to flight training and other similar agreements under which a portion of the consideration to one or more of the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding; (d) Investments made by the Borrower or any Restricted Subsidiary includes an opportunity for Investment in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount Capital Stock of other Persons, which Investments by Loan Parties in Non-Loan Parties pursuant to under this clause (di) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) accounts, chattel paper and notes receivable arising from the sale or lease of goods or the performance of services 20,000,000 in the ordinary course of business; (h) Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary course of business; (i) Investments in an amount not to exceed at any one time outstanding $50,000,000; (j) Investments arising out of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04; (k) lease, utility and other similar deposits in the ordinary course of business; (l) to the extent constituting Investments, the Transactions; (m) Investments in an amount not to exceed the portion of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; andaggregate.

Investments. The Borrower will Company shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, make or own any advanceInvestment in any Person, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) except: (ai) extensions Company and its Subsidiaries may make and own Investments in Cash Equivalents (as determined on the date of trade credit and credit to customers in the ordinary course of businessacquisition thereof); (a) Company and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date in any Subsidiaries of Company; (b) Company and its Domestic Subsidiaries may make additional Investments in cash Company or Subsidiary Guarantors (including without limitation any such Investments necessary in order to consummate the Tender Offer in accordance with the Tender Offer Materials, the Merger in accordance with the Merger Agreement and Cash Equivalents the Second Merger) subject to compliance with subsections 6.7 and 6.8; (c) any Foreign Subsidiary may make additional Investments that were Cash Equivalents when madein any other Foreign Subsidiary; and (d) Acquisition Co. may purchase the DAH Common Stock pursuant to the Tender Offer in accordance with the Tender Offer Materials; (ciii) Company and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv) and advances incur Contingent Obligations permitted by subsection 7.4; (iv) Company and its Subsidiaries may make Investments in Wholly-Owned Subsidiaries that are Domestic Subsidiaries in an aggregate amount not exceeding $22,000,000 in order to directors, employees consummate an acquisition substantially on the terms described to the Syndication Agent prior to the date hereof. (v) Company and officers its Subsidiaries may continue to own the Investments owned by them as of the Borrower Closing Date and described in Schedule 7.3 annexed hereto and extensions or renewals thereof, provided that no such extension or renewal shall be made in reliance on this clause (v) if it would (x) increase the amount of such Investment at the time of such renewal or extension or (y) result in a Potential Event of Default or an Event of Default hereunder; (vi) Company and its Subsidiaries may make and own Investments received in connection with Asset Sales permitted pursuant to subsection 7.7(xii); 108 (vii) Investments constituting Consolidated Capital Expenditures (and any capital expenditures excluded from the definition of Consolidated Capital Expenditures pursuant to clause (y) thereof); (viii) Investments made by Company or any Restricted Subsidiary of its Subsidiaries in Permitted Acquisitions in accordance with subsection 7.7(viii); (ix) Investments arising under or in connection with Interest Rate Agreements and Currency Agreements entered into in the ordinary course of business (including and not for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstandingspeculative purposes; (dx) Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date Company and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) accounts, chattel paper its Subsidiaries may make and notes receivable arising from the sale or lease of goods or the performance of services in the ordinary course of business; (h) own Investments received in connection with the bankruptcy or reorganization of or suppliers and customers and in settlement of delinquent obligations of, of and other disputes with, with customers and suppliers and customers arising in the ordinary course of business; (ixi) Company and its Subsidiaries may make and own Investments in the form of loans (x) to officers, directors and employees of the Company and its Subsidiaries for the sole purpose of purchasing common stock of Parent (or purchases of such loans made by others) in an aggregate principal amount at any time outstanding not to exceed $5,000,000, so long as immediately before and after giving effect thereto, no Potential Event of Default or Event of Default has occurred and is continuing and (y) to Global Technology Partners in an aggregate principal amount not to exceed $1,000,000 for the sole purpose of purchasing common stock of Parent; (xii) Company and its Subsidiaries may make and own Investments solely from the proceeds of capital contributions by Parent to the Company or sales of equity Securities by the Company to Parent, in each case only to the extent proceeds from such capital contribution or sale (x) are not required to be applied to repay the Term Loans or to reduce the Acquisition Loan Commitments pursuant to subsection 2.4(B)(iii)(c), (y) arise from the issuance by Parent of its equity Securities, and (z) are received after the Closing Date for the purpose of making an Investment identified in a notice delivered to the Agents on or prior to the date such capital contribution or sale or repayment is made, so long as immediately before and after giving effect to any such Investment, no Potential Event of Default or Event of Default has occurred and is continuing; and (xiii) Company and its Subsidiaries may make and own other Investments in an aggregate amount not to exceed at any one time outstanding $50,000,000; (j) Investments arising out of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04; (k) lease, utility and other similar deposits in the ordinary course of business; (l) to the extent constituting Investments, the Transactions; (m) Investments in an amount not to exceed the portion of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; and10,000,000.

Investments. The Borrower will notMake or hold any Investments, and will not permit any of its Restricted Subsidiaries to, make any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) except: (a) Investments held by the Borrower, each U.S. Foreign Subsidiary Holdco and itstheir respective Subsidiaries in the form of cash or Cash Equivalents; (b) loans and advances to officers, directors and employees of the Borrower and Subsidiaries (i) in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes and (ii) for any other purposes not described in the foregoing clause (i) not to exceed $500,000 in the aggregate at any time outstanding; (i) Investments by Holdings and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by Holdings and its Subsidiaries in Loan Parties, provided that neither the Borrower nor any Subsidiary Guarantor shall be permitted to make any Investment in any Holdco Group Member, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties, (iv) Investments by any Loan Party in U.S. Foreign Subsidiary Holdcos or their Subsidiaries not to exceed $15,000,000 in the aggregate at any time outstanding, and (ivv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties in an aggregate amount invested not to exceed $20,000,000 in any fiscal year; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit and credit to customers in the ordinary course of business; (b) Investments in cash and Cash Equivalents , and Investments that were Cash Equivalents when made; (c) loans and advances received in satisfaction or partial satisfaction thereof from financially troubled account debtors to directors, employees and officers of the Borrower extent reasonably necessary in order to prevent or any Restricted Subsidiary in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding; (d) Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any timelimit loss; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11Guarantees permitted by Section 6.02; (f) Investments existing on the date hereof (other than those referred to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow AmountSection 6.03(c)(i)) and set forth on Schedule 6.03; (g) accounts, chattel paper and notes receivable arising from the sale or lease of goods or the performance of services in the ordinary course of businessPermitted Acquisitions; (h) Client Fund Obligations; (i) Investments in the form of Swap Agreements permitted by Section 6.02(h); (j) investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any Subsidiary (including in connection with a Permitted Acquisition), so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such merger; (k) Investments received in connection with the bankruptcy or reorganization disposition of suppliers and customers and in settlement assets permitted by Section 6.05(h); (l) extensions of delinquent obligations of, and other disputes with, suppliers and customers arising trade credit in the ordinary course of business; business and Investments (iincluding debt obligations and Equity Interests) Investments received in an amount not to exceed at any one time outstanding $50,000,000; (j) Investments arising out connection with the bona fide settlement of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04; (k) lease, utility and other similar deposits in the ordinary course of business; (l) to the extent constituting Investments, the Transactions;foregoing; and (m) other Investments in an amount not (excluding Acquisitions), so long as (x) no Default or Event of Event has occurred and is continuing and (y) after giving pro forma effect to exceed the portion of the Retained Excess Cash Flow Amount on the date of such election that Investment, the Borrower elects to apply to this Section 6.11(m) would be in a written notice of a Responsible Officer thereof, which notice shall compliance with the financial covenants set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; andSection 6.11.

Investments. The Borrower will not, Neither Parent nor Issuer shall have and will shall not permit the Companies’ to have any of its Restricted Subsidiaries to, make any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or Investments other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) exceptthan: (a) Investments in the form of cash or Cash Equivalents; (b) Investments existing on the date hereof and set forth on Schedule 5.4; (c) advances to officers, directors and employees of the Issuer and Subsidiaries for travel, entertainment, relocation and analogous ordinary business purposes; (d) Investments of the Guarantor and the Issuer in the form of Equity Interests and investments of the Issuer in any Wholly-Owned Subsidiary, and Investments of Issuer directly in, or of any Wholly-Owned Subsidiary in another Wholly-Owned Subsidiary which owns, real property assets which are functional industrial, manufacturing, warehouse/distribution and/or office properties located within the United States, provided in each case the Investments held by the Issuer or Subsidiary are in accordance with the provisions of this Section 10.8 other than this Section 10.8(d); (e) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit and credit to customers in the ordinary course of business; (bf) Investments in cash non-Wholly Owned Subsidiaries and Cash Equivalents and Investments that were Cash Equivalents when made; (c) loans and advances to directors, employees and officers of the Borrower or any Restricted Subsidiary in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding; (d) Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow AmountUnconsolidated Affiliates; (g) accounts, chattel paper Investments in mortgages and notes receivable arising from the sale or lease of goods or the performance of services in the ordinary course of businessmezzanine loans; (h) Investments received in connection with the bankruptcy or reorganization of suppliers unimproved land holdings and customers and Construction in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary course of businessProgress; (i) Investments in an amount by the Parent for the redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Equity Interests of the Parent or the Issuer now or hereafter outstanding; and (j) Other Investments not to exceed at any one time outstanding $50,000,000; ten percent (j10%) Investments arising out of Total Asset Value. Although it will not be a Default or an Event of Default if the Issuer fails to comply with any provision of Section 10 on or after the date of this Agreement and prior to either Closing with respect to the Notes to be issued at such Closing, if such a failure occurs, then any of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04; (k) lease, utility and other similar deposits in the ordinary course of business; (l) to the extent constituting Investments, the Transactions; (m) Investments in an amount Purchasers may elect not to exceed the portion of the Retained Excess Cash Flow Amount purchase such Notes on the date of such election the respective Closing that the Borrower elects to apply to this is specified in Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; and3.

Investments. The Borrower will notMake any Investments, and will not permit any of its Restricted Subsidiaries to, make any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) except: (a) 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 in Schedule 8.02; (c) Investments in any Person that is a Loan Party prior to giving effect to 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 and credit to customers 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; (be) Investments in cash and Cash Equivalents and Investments that were Cash Equivalents when madeGuarantees permitted by Section 8.03; (cf) Permitted Acquisitions; (g) advances or loans and advances to directors, officers and employees and officers of the Borrower or any Restricted Subsidiary in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for made by the Borrower and its Restricted Subsidiaries that do not to exceed $10,000,000 1,000,000 in the aggregate at any one time outstanding; (dh) Investments advances or loans to customers and suppliers made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) accounts, chattel paper and notes receivable arising from the sale or lease of goods or the performance of services its Subsidiaries in the ordinary course of business; (h) Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising business that do not exceed $1,000,000 in the ordinary course of businessaggregate at any one time outstanding; (i) Investments made prior to the Closing Date by the Borrower or any Subsidiary in any Subsidiary; (j) Investments by Foreign Subsidiaries in and to other Foreign Subsidiaries; (k) Investments by the Borrower and its Domestic Subsidiaries in and to Foreign Subsidiaries, provided that the aggregate amount (on a cost basis and net of any repayment of such Investments during such period) of all Investments by the Borrower and its Domestic Subsidiaries made after the Closing Date in and to (i) Foreign Subsidiaries organized under the laws of India shall not exceed $20,000,000, (ii) Foreign Subsidiaries organized under the laws of Singapore or the Philippines shall not exceed $30,000,000 and (iii) all other Foreign Subsidiaries shall not exceed (A) $20,000,000 during the period from the Closing Date to the first anniversary of the Closing Date, (B) $30,000,000 during the period from the Closing Date to the second anniversary of the Closing Date, (C) $40,000,000 during the period from the Closing Date to the third anniversary of the Closing Date, (D) $50,000,000 during the period from the Closing Date to the fourth anniversary of the Closing Date and (E) $60,000,000 during the period from the Closing Date to the Maturity Date; and (l) Investments of a nature not contemplated in the foregoing clauses made by the Borrower and its Subsidiaries in an amount not to exceed $1,000,000 in the aggregate at any one time outstanding $50,000,000; (j) Investments arising out of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04; (k) lease, utility and other similar deposits in the ordinary course of business; (l) to the extent constituting Investments, the Transactions; (m) Investments in an amount not to exceed the portion of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; andoutstanding.

Investments. The Borrower will notNot, and will not permit any of other Loan Party or its Restricted Subsidiaries to, make or permit to exist any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, Investment in any other Person (all of Person, except the foregoing, “Investments”) exceptfollowing: (a) extensions of trade credit and credit to customers Investments by any Loan Party in the ordinary course of businessany other Loan Party; (b) Investments in cash and Cash Equivalents and Investments that were Cash Equivalents when madeconstituting Debt permitted by Section 7.01; (c) loans and advances to directors, employees and officers of the Borrower Contingent Liabilities constituting Debt permitted by Section 7.01 or any Restricted Subsidiary Liens permitted by Section 7.02; (d) Cash Equivalent Investments; (e) bank deposits in the ordinary course of business and in connection with Cash Management Agreements; provided that any such deposits held in accounts which are maintained with any bank other than the Administrative Agent shall be subject to Section 6.11; (including for travel, entertainment and relocation expensesf) 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; (g) Investments in Foreign Subsidiaries in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 5,000,000 at any one time outstanding; (dh) Investments made listed on Schedule 7.11 existing as of the Closing Date; (i) Permitted Acquisitions; (j) Investments by any Subsidiary that is not a Loan Party in any other Subsidiary; (k) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any Restricted of its Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any timesuch merger; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) 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; (hl) Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary course of business; (i) Investments in an amount not to exceed at any one time outstanding $50,000,000; (j) Investments arising out of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale dispositions of assets permitted under by Section 6.04; (k) lease, utility and other similar deposits in the ordinary course of business; (l) to the extent constituting Investments, the Transactions7.05; (m) Investments that certain promissory note issued to the Target in an connection with the disposition by the Target of Timberline Packaging, Inc., which note shall be in a principal amount not exceeding $20,000,000 and shall require that the principal amount thereof be repaid immediately upon giving effect to exceed the Pine Acquisition (it being understood that such repayment will be made using a portion of the Retained Excess Cash Flow Amount on proceeds from the date Pine Acquisition); and (n) any other Investment (other than Acquisitions) so long as the aggregate amount of all such election that Investments does not exceed $25,000,000 during the Borrower elects to apply to term of this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so appliedAgreement; provided that after giving effect thereto no Event any Investment which when made complies with the requirements of Default 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; provided, further that, for purposes of covenant compliance with this Section 7.11, the amount of any Investment shall have occurred and be continuing; andthe amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment, less any amount paid, repaid, returned, distributed or otherwise received in cash in respect of such Investment.

Investments. The Borrower Parent and the Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly make or commit to make any advanceInvestment, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) except: (a) extensions Parent, the Company or any of its Subsidiary may invest in cash and Cash Equivalents; (b) any endorsement of a check or other medium of payment for deposit or collection, or any similar transaction in the normal course of business; (c) Parent, the Company and any Subsidiary may acquire and hold receivables owing to them in the ordinary course of business and payable or dischargeable in accordance with customary trade credit terms; (d) Investments required by Parent, the Company or any Subsidiary (i) in exchange for any other investment held by Parent, the Company or any such Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other investment, or (ii) as a result of a foreclosure by Parent, the Company or any Subsidiary with respect to any secured investment or other transfer of title with respect to any secured investment in default; (e) loans and credit advances to customers employees for business-related travel expenses, moving expenses, costs of replacement homes, business machines or supplies, automobiles and other similar expenses, in each case incurred in the ordinary course of business; (bf) to the extent not permitted by the foregoing clauses, Investments in cash existing as of the date hereof and Cash Equivalents and Investments that were Cash Equivalents when madedescribed on Schedule 10.7 hereto; (cg) investments of Parent, the Company and any Subsidiary in Hedge Agreements; (h) existing investments in any Subsidiaries and any additional Investments in any Subsidiary; (i) intercompany loans and advances made by the Parent or the Company from time to directors, employees time to each other and officers of the Borrower or to any Restricted Subsidiary for working capital purposes in the ordinary course of business (including and for travel, entertainment and relocation expenses) other purposes permitted under other provisions of this Agreement which would not be in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at violation of any one time outstanding; (d) Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance terms or provision of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) 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; (h) Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary course of business; (i) Investments in an amount not to exceed at any one time outstanding $50,000,000this Agreement; (j) Investments arising out of the receipt Acquisitions permitted by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.0410.6; (k) lease, utility and other similar deposits Investments in the ordinary course joint ventures in an aggregate amount not to exceed $15,000,000 in any of business;Parent's fiscal years; and (l) to the extent constituting Investments, the Transactions; (m) Investments in an amount not to exceed the notes held by a Borrower or a Subsidiary evidencing a portion of the Retained Excess Cash Flow Amount on the date purchase price of such election that the Borrower elects an asset disposed of pursuant to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; and10.6.

Investments. The Borrower will not, With respect to each Loan Party and will not permit any of its Restricted Subsidiaries toeach Non-Bank Subsidiary, make any advanceInvestments, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) except: (a) Investments held in the form of cash, Cash Equivalents or Eligible Investments; (b) Investments existing as of the Closing Date and set forth in Schedule 8.02; (c) Investments in any 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 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 credit Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to customers the extent reasonably necessary in order to prevent or limit loss; or received in connection with the satisfaction of judgments or the foreclosure of Liens; to the extent constituting Investments, prepaid expenses or lease, workers’ compensation, utility, performance and other similar deposits provided to third parties in the ordinary course of business; (bf) Investments in cash and Cash Equivalents and Investments that were Cash Equivalents when madeGuarantees permitted by Section 8.03; (cg) Swap Contracts permitted by Section 8.03(d); (i) non-cash loans and advances to employees, officers, and directors of the Borrower or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Borrower so long as the proceeds of such loans and advances are used in their entirety to purchase such Equity Interests in the Borrower and (ii) loans and advances to directors, employees and officers of the Borrower or any Restricted Subsidiary of its Subsidiaries in the ordinary course of business (including for travelany business purpose related to the operation of the Borrower and its Subsidiaries, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 2,000,000 at any one time outstanding; (d) Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) 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; (h) Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary course of business; (i) Investments constituting non-cash consideration received in an amount connection with Dispositions (and asset sales not to exceed at any one time outstanding $50,000,000constituting Dispositions of the type described in the definition of “Disposition”) permitted hereunder; (j) Investments arising out of the receipt by the Borrower or a Restricted in any Bank Subsidiary of noncash consideration for solely to the sale of assets permitted under Section 6.04extent necessary to comply with (including, without limitation, to cause the applicable Bank Subsidiary to be “well capitalized” within the meaning of) applicable federal and state banking regulations; (k) leaseInvestments constituting advances under the Target’s fee advance program to its professional tax preparers and Xxxxxxx Xxxxxx, utility and other similar deposits in the ordinary course of business; (l) to the extent constituting Investments, the Transactions;Permitted Acquisitions; and (m) other Investments in an amount (other than any Acquisition) not to exceed the portion permitted by any of the Retained Excess Cash Flow Amount on the date foregoing clauses of such election that the Borrower elects to apply to this Section 6.11(m8.02; provided, that, (x) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Default or Event of Default shall have occurred and be continuing; continuing at the time of such Investment or would result therefrom and (y) upon giving effect to such Investment on a Pro Forma Basis, (A) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the most recent fiscal quarter end for which the Borrower was required to deliver financial statements pursuant to Section 7.01(a) or (b), (B) the Consolidated Leverage Ratio is less than or equal to 1.625 to 1.0 and (C) the Loan Parties have Liquidity of at least $75,000,000, and, with respect to any such Investment in excess of $2,500,000 individually or $10,000,000 in the aggregate with all other such Investments made in any fiscal year, the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating compliance with this clause (y).

Investments. The Neither Holdings nor the Borrower will, nor will not, and will not they permit any of its Restricted their Subsidiaries to, make any advanceInvestment, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) except: (a) extensions Investments in Cash Equivalents; (b) Investments made by any Credit Party in or to any other Credit Party; (c) Investments made by the Borrower or any Subsidiary pursuant to the commitments set forth on Schedule 6.07(c); provided, that the Borrower’s or any Subsidiary’s commitments set forth on Schedule 6.07(c) shall not be increased or otherwise altered in any manner adverse to the interests of trade credit the Borrower or any of its Subsidiaries, on the one hand, and credit the Lenders, on the other hand, unless otherwise consented to customers by the Majority Lenders; (d) Guarantees constituting Indebtedness permitted by Section 6.02 (other than guarantees in respect of Capital Lease Obligations) and performance guarantees, in each case, incurred in the ordinary course of business; (be) Investments by the Borrower and its Subsidiaries that are customary in cash the oil and Cash Equivalents gas business and Investments in the ordinary course of the Borrower’s or such Subsidiary’s business, and in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that were Cash Equivalents when madea reasonable and prudent oil and gas industry owner or operator would find reasonably acceptable; (cf) Investments consisting of Swap Agreements to the extent permitted under Section 6.08; (g) Investments existing as of the Effective Date and set forth on Schedule 6.07(g); (h) Investments consisting of loans and advances to directorsemployees for moving, employees entertainment, travel and officers other similar expenses in the ordinary course of business and in any event not to exceed $250,000 in the Borrower or aggregate at any Restricted Subsidiary time outstanding; (i) demand deposits with financial institutions, prepaid expenses and extensions of trade credit in the ordinary course of business (including for travel, entertainment and relocation expenses) any Investments received in an aggregate principal amount for satisfaction or partial satisfaction thereof from financially troubled account debtors to the Borrower and its Restricted Subsidiaries not extent reasonably necessary in order to exceed $10,000,000 at any one time outstandingprevent or limit loss); (dj) Investments made by the Borrower trade and customer accounts receivable which are for goods furnished or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) accounts, chattel paper and notes receivable arising from the sale or lease of goods or the performance of services rendered in the ordinary course of businessbusiness and are payable in accordance with customary trade terms; (hk) Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in of, or settlement of delinquent obligations of, accounts and other disputes with, suppliers customers and customers arising suppliers, in each case in the ordinary course of business; ; provided that, the aggregate amount of such Investment shall not exceed $1,000,000 (i) Investments in an amount not to exceed at any one time outstanding $50,000,000; (j) Investments arising out of the receipt other than by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04; (k) lease, utility and other similar deposits in the ordinary course of businessappreciation); (l) to Investments consisting of any deferred portion of the extent constituting Investments, sales price received by the TransactionsBorrower or any Subsidiary in connection with any sale of assets permitted hereunder; (m) any Investment by the Borrower or any Subsidiary of the Borrower in a Person, if as a result of such Investment (i) such Person becomes a Subsidiary of the Borrower or (ii) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its Properties or assets to, or is liquidated into, the Borrower or a Subsidiary of the Borrower; and (n) other Investments in an amount not to exceed $1,000,000 in the portion of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; andaggregate.

Investments. The Borrower will notMake or hold any Investments, and will not permit any of its Restricted Subsidiaries to, make any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) except: (a) Investments held by any of the Borrowers or any of their respective Subsidiaries in the form of Cash Equivalents; (b) advances to officers, directors and employees of any of the Borrowers or any of their respective Subsidiaries in an aggregate amount not to exceed $1,000,000 at any time outstanding for travel, entertainment, relocation and analogous ordinary business purposes; (c) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit and credit to customers in the ordinary course of business; (b) Investments in cash and Cash Equivalents , and Investments that were Cash Equivalents when made; (c) loans and advances received in satisfaction or partial satisfaction thereof from financially troubled account debtors to directors, employees and officers of the Borrower extent reasonably necessary in order to prevent or any Restricted Subsidiary in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstandinglimit loss; (d) Investments made by the Borrower (including debt obligations and Equity Interests) received in satisfaction of judgments or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) 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; (h) Investments received in connection with the bankruptcy or reorganization of suppliers and customers of the Borrowers and their Subsidiaries and in settlement of delinquent obligations of, and other disputes with, such customers and suppliers and customers arising in the ordinary course of business; (e) Investments in the nature of Production Payments, royalties, dedication of reserves under supply agreements or similar rights or interests granted, taken subject to, or otherwise imposed on properties with normal practices in the mining industry; (f) Investments existing on the date hereof and set forth on Schedule 7.03; (g) promissory notes and other similar non-cash consideration received by the Borrowers and their Subsidiaries in connection with Dispositions not otherwise prohibited under this Agreement; (h) Swap Contracts permitted under Section 7.02(f); (i) Investments by the Borrowers or their Subsidiaries in an amount not any Loan Party and Investments by any non-Loan Party in any other non-Loan Party; provided, that if the Investment is in the form of Indebtedness, such Indebtedness must be permitted pursuant to exceed at any one time outstanding $50,000,000Section 7.02(g); (j) Investments arising out of the receipt by the Borrower Borrowers or a Restricted Subsidiary any of noncash consideration for the sale of assets their respective Subsidiaries not otherwise permitted under this Section 6.047.03 in an aggregate amount not to exceed $5,000,000; (k) leasethe purchase or other acquisition of any property and assets or businesses of any Person, utility and or of assets constituting a business unit, a line of business or division of such Person, or the Equity Interests in any Person (including, following a Qualifying IPO of Holdings, any such Equity Interests of such Person acquired in exchange for the Equity Interests of Holdings) that, upon the consummation thereof, will be a Wholly-Owned Subsidiary of Holdings (including as a result of a merger, amalgamation or consolidation); provided that, with respect to each purchase or other similar deposits in the ordinary course of business;acquisition made pursuant to this Section 7.03(k) (each, a “Permitted Acquisition”): (li) to the extent constituting Investmentsrequired by this Agreement or any Collateral Document, the Transactionsproperty, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and each applicable Loan Party and any such newly created or acquired Subsidiary (and, to the extent required by this Agreement or any Collateral Document, the Subsidiaries of such created or acquired Subsidiary) shall be Loan Parties and shall have complied with the requirements of Section 6.12, within the times specified therein (for the avoidance of doubt, this clause (i) shall not override any provisions of Section 6.12); (mii) to the extent such Investments are made in an amount Persons that are not required to exceed become Loan Parties pursuant to the portion terms of the Retained Excess Cash Flow Amount on Loan Documents, the date Payment Conditions shall have been satisfied at the time of closing of such election that the Borrower elects to apply to this Section 6.11(m) in Permitted Acquisition on a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount pro forma basis (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto to any Credit Extensions and other Indebtedness incurred to finance such Permitted Acquisitions); (iii) the acquired property, assets, business or Person is in a business permitted under Section 7.07; (iv) immediately before and immediately after giving effect to any such purchase or other acquisition, no Default or Event of Default shall have occurred and be continuing; (v) the Fixed Charge Coverage Ratio, on a pro forma basis, as of the last day of the most recently ended Test Period (after giving pro forma effect to such Permitted Transaction and each other Permitted Transaction that has occurred since the beginning of such Test Period) shall not be less than 1.00 to 1.00, and a Responsible Officer of Holdings shall have delivered a certificate to the Administrative Agent demonstrating compliance with such requirement (including calculations in respect thereof in reasonable detail); and (vi) Holdings shall have delivered to the Administrative Agent, on behalf of the Lenders, no later than five (5) Business Days after the date on which any such purchase or other acquisition is consummated, a certificate of a Responsible Officer, certifying that all of the requirements set forth in this clause (k) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition; and (l) other Investments, so long as the Payment Conditions are satisfied at the time the relevant Investment is consummated.

Investments. The Neither the Borrower will notnor the Subsidiaries shall make or hold any Investments, and will not permit any of its Restricted Subsidiaries to, make any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) except: (a) extensions of trade credit Investments by (i) Loan Parties in Subsidiaries that are not Loan Parties so long as (x) all Investments made pursuant to this clause (a)(i) do not exceed $15,000,000 at any time outstanding or (y) the Payment Conditions are satisfied both before and credit after giving effect to customers such Investments, (ii) Loan Parties in the ordinary course of businessother Loan Parties and (iii) Subsidiaries that are not Loan Parties in any other Subsidiary; (b) Investments in cash and Cash Equivalents and Investments that were Cash Equivalents when made; (c) Investments arising out of the receipt by the Borrower or any Subsidiary of non-cash consideration for the sale of assets permitted under Section 7.05; (d) (i) loans and advances to directors, employees and officers of the Borrower or any Restricted Subsidiary in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 500,000 in the aggregate at any one time outstanding; outstanding (dcalculated without regard to write-downs or write-offs thereof) Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount and (ii) advances of Investments by Loan Parties in Non-Loan Parties pursuant payroll payments and expenses to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) accounts, chattel paper and notes receivable arising from the sale or lease of goods or the performance of services employees in the ordinary course of business; (e) accounts receivable arising and trade credit granted in the ordinary course of business and any securities received in satisfaction or partial satisfaction thereof from financially troubled Account Debtors to the extent reasonably necessary in order to prevent or limit loss and any prepayments and other credits to suppliers made in the ordinary course of business; (f) Swap Agreements permitted pursuant to Section 7.10; (g) Investments existing on the Closing Date and set forth on Schedule 7.02; (h) Investments resulting from pledges and deposits referred to in Section 7.01(f) and (g); (i) so long as no Default or Event of Default then exists or would result therefrom, other Investments not otherwise permitted by this Section 7.02 by the Borrower or any Subsidiary in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) not to exceed $15,000,000; (j) Investments made in connection with an acquisition pursuant to a letter of intent executed in connection therewith and previously identified to the Administrative Agent prior to the Closing Date, in an aggregate amount not to exceed $6,000,000; (k) additional Investments may be made from time to time to the extent made with proceeds of Qualified Equity Interests of the Borrower or Parent, which proceeds or Investments in turn are contributed (as common equity) to the Borrower; (l) Investments (including, but not limited to, Investments in Equity Interests, intercompany loans, and Guarantees of Indebtedness otherwise expressly permitted hereunder) after the Closing Date by Subsidiaries that are not Loan Parties in any Loan Party or other Subsidiary; (m) the Borrower and its Subsidiaries may make any Investment (including a Permitted Business Acquisition) in reliance on this Section 7.02(m) so long as the Payment Conditions are satisfied both before and after giving effect to such Investments; (n) the Transactions; (o) Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in of, or settlement of delinquent obligations ofaccounts and disputes with or judgments against, customers and other disputes withsuppliers, suppliers and customers arising in each case in the ordinary course of business; (ip) Investments of a Subsidiary acquired after the Closing Date or of a corporation merged into the Borrower or merged into or consolidated with a Subsidiary in an amount accordance with Section 7.05 after the Closing Date to the extent that such Investments were not to exceed at any one time outstanding $50,000,000;made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; and (jq) Investments arising out of the receipt Guarantees by the Borrower or a Restricted any Subsidiary of noncash consideration for the sale operating leases (other than Capital Lease Obligations) or of assets permitted under Section 6.04; (k) leaseother obligations that do not constitute Indebtedness, utility and other similar deposits in each case entered into by any Subsidiary in the ordinary course of business; (l) to the extent constituting Investments, the Transactions; (m) Investments in an amount not to exceed the portion of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; and.

Investments. The Neither Holdings nor the Borrower will notshall, and will not nor shall they permit any of its Restricted the Borrower’s Subsidiaries to, make any advanceInvestments, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) except: (ai) extensions Investments existing on the Closing Date, as set forth on Schedule 6.2(b)(i); (ii) Investments that, when made, constituted Customary Permitted Investments; (iii) without duplication, Investments permitted as Debt pursuant to Section 6.2(i) and Investments permitted as Guaranties under Section 6.2(f); (iv) without duplication, Investments permitted as Capital Expenditures pursuant to Section 6.3(a); (v) without duplication, Permitted Business Acquisitions to the extent that the aggregate consideration paid (including any assumption of trade credit Debt and credit the fair market value of any non-cash consideration) to customers make each such acquisition together with the aggregate consideration paid (including any assumptions of Debt and the fair market value of any non-cash consideration) for all other Permitted Business Acquisitions consummated after the Closing Date does not exceed $20,000,000; provided, that any such Permitted Business Acquisition only shall be permitted if after giving effect to such Permitted Business Acquisition (x) the Borrower and its Subsidiaries will be in compliance with each financial covenant ratio set forth in Sections 6.3(b) and (c) as of the most recently ended Fiscal Quarter for which financial statements (and the related compliance certificate) have been delivered pursuant to Section 6.4 after adjusting each such ratio (solely for purposes of this Section 6.2(b)(v)) to make each such ratio .25 to 1.00 more restrictive on the Borrower as of the end of such Fiscal Quarter, and (y) the amount of the aggregate Available Revolving Commitments is not less than $15,000,000; (vi) (A) loans and advances to employees of the Borrower and its Subsidiaries not to exceed $1,000,000 at any time outstanding to any one employee and not to exceed $2,500,000 in the aggregate at any time outstanding, and (B) advances of payroll payments and expenses to employees in the ordinary course of business; provided, however, that, once made, loans and advances made pursuant to this clause (vi) shall be deemed to remain outstanding except to the extent such loans or advances are repaid in cash without discount; (bvii) Investments in cash accounts receivable arising, and Cash Equivalents and Investments that were Cash Equivalents when made; (c) loans and advances to directorstrade credit granted, employees and officers of the Borrower or any Restricted Subsidiary in the ordinary course of business (including for traveland any securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss, entertainment and relocation expenses) which securities shall not be greater than $4,000,000 in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstandingaggregate; (dA) Investments by the Borrower in Subsidiary Guarantors and Investments by any Subsidiary of the Borrower in the Borrower or any Subsidiary Guarantor, and (B) Investments (other than in the form of transfers of Collateral) by the Borrower in Subsidiaries of the Borrower which are not Subsidiary Guarantors, and Investments (other than in the form of transfers of Collateral) by any Subsidiary of the Borrower in Subsidiaries of the Borrower which are not Subsidiary Guarantors, provided that, in the case of this clause (B), the aggregate amount of such Investments made on and after the date hereof shall not exceed $15,000,000; (ix) Investments made in connection with the receipt by the Borrower or any Restricted Subsidiary in of its Subsidiaries of consideration other than cash for the sale by the Borrower or such Subsidiary of any Restricted Subsidiary; assets permitted to be sold under clause (a) or (c) of the definition of Permitted Disposition; (x) Investments in joint ventures or partnerships organized and maintained for specific single projects, provided that the aggregate outstanding amount of such Investments by Loan Parties made and maintained does not at any time exceed $20,000,000; (xi) other Investments in Non-Loan Parties an aggregate amount at any one time not to exceed $10,000,000; provided, however, that, once made, Investments made pursuant to this clause (dxi) shall not exceed $25,000,000 at any timebe deemed to remain outstanding except to the extent such Investment is repaid or otherwise returned in cash or in kind (in reasonably equivalent value), without discount; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (fxii) Investments to the extent in interest rate, foreign exchange and commodity xxxxxx that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) accounts, chattel paper and notes receivable arising from the sale or lease of goods or the performance of services entered into in the ordinary course of businessbusiness and not for any speculative purpose; (hxiii) Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in of, or settlement of delinquent obligations ofaccounts and disputes with customers and suppliers, and other disputes with, suppliers and customers arising in each case in the ordinary course of business; (ixiv) Investments constituting deposits made in an amount not the ordinary course consistent with past practice to exceed at any one time outstanding $50,000,000secure the performance of leases; (jxv) Investments arising out constituting loans to employees of the receipt by Borrower and its Subsidiaries to purchase Capital Stock of Holdings not exceeding in the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04;aggregate $5,000,000; and (kxvi) leaseInvestments constituting (A) accounts receivable arising, utility and other similar (B) trade debt granted, or (C) deposits made in connection with the purchase price of goods or services, in each case in the ordinary course of business; (l) to the extent constituting Investments, the Transactions; (m) Investments in an amount not to exceed the portion of the Retained Excess Cash Flow Amount business on the date of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; andcustomary terms.

Investments. The Borrower will notMake any Investments, and will not permit any of its Restricted Subsidiaries to, make any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) except: (a) extensions of trade credit and credit to customers in the ordinary course of businessbusiness and Investments received in connection with the bankruptcy of, or in settlement of delinquent accounts or disputes arising in the ordinary course of business with, customers and vendors; (b) Investments in cash and Cash Equivalents and Investments that were Cash Equivalents when madeEquivalents; (c) Guaranty Obligations permitted by Section 8.2; (d) loans and advances to directors, employees and officers of the Borrower or any Restricted Subsidiary Loan Party in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries all Loan Parties not to exceed $10,000,000 1,000,000 at any one time outstanding; (de) Investments in assets useful in the business of the Borrower and its Subsidiaries made by the Borrower or any Restricted Subsidiary of its Subsidiaries with the proceeds of any Reinvestment Deferred Amount; (f) intercompany Investments by any Loan Party in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant Person that, prior to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing onsuch investment, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amounta Wholly Owned Subsidiary Guarantor; (g) accountsacquisitions by the Borrower or any Wholly Owned Subsidiary Guarantor of all of the outstanding Capital Stock of Persons or of assets constituting an ongoing business (each a "First Lien Facility Permitted Acquisition") for consideration (including all Indebtedness and contingent liabilities of such Persons or relating to such assets, chattel paper and notes receivable arising from but excluding any indemnity obligation thereunder which is not reasonably expected to become an actual liability as of the sale or lease date of goods or the performance of services such First Lien Facility Permitted Acquisition) not to exceed (i) $25,000,000 in the ordinary course aggregate during any fiscal year of businessthe Borrower and (ii) $100,000,000 in the aggregate during the term of this Agreement; provided that (A) each such First Lien Facility Permitted Acquisition is of a Person or ongoing business engaged in business activities (x) conducted principally within the United States and (y) in which the acquiror is permitted to engage pursuant to Section 8.16; (B) any Person so acquired becomes a Guarantor under this Agreement and the other requirements of Section 6.10 and the Security Documents are satisfied within the applicable time periods set forth therein (provided that Foreign Subsidiaries of any Person so acquired will not be required to become Guarantors); (C) no Default or Event of Default has occurred or is continuing both before and after giving effect to such First Lien Facility Permitted Acquisition and after giving effect to each such First Lien Facility Permitted Acquisition and all Indebtedness incurred in connection therewith, the Loan Parties shall be in pro forma compliance with the covenants and agreements set forth in this Agreement (including Section 8.1, it being understood that such covenants shall be determined on a Pro Forma Basis as provided in Section 8.1 and that, in addition thereto, for purposes thereof, such First Lien Facility Permitted Acquisition and all related Indebtedness and liabilities shall be deemed to have been consummated and incurred as of the first day of the most recent four fiscal quarter period for which financial results are available and that all such related Indebtedness shall be deemed outstanding for purposes of such pro forma compliance, and that pro forma adjustments shall be permitted, to the extent permitted in the definition of Pro Forma Basis), as certified by a Responsible Officer; and (D) the Consolidated Leverage Ratio (determined on a Pro Forma Basis) for the immediately preceding prior four fiscal quarters for which financial statements are available (with further pro forma adjustments thereto as provided in clause (C) above) is at least 0.25x lower than the maximum Consolidated Leverage Ratio then permitted with respect to the immediately succeeding fiscal quarter under Section 8.1(a), as certified by a Responsible Officer; (h) Investments received in connection First Lien Facility Permitted Acquisitions by the Borrower or any Wholly Owned Subsidiary Guarantor with consideration financed solely with the bankruptcy proceeds of a concurrent equity contribution by, or reorganization equity issuance by the Borrower to, Holdings that is financed by a concurrent equity contribution by, or equity issuance by Holdings to, Leucadia; provided that (A) each such First Lien Facility Permitted Acquisition is of suppliers a Person or ongoing business engaged in business activities in which the acquiror is permitted to engage pursuant to Section 8.16; (B) any Person so acquired becomes a Guarantor under this Agreement and customers the other requirements of Section 6.10 and in settlement the Security Documents are satisfied within the applicable time periods set forth therein (provided that Foreign Subsidiaries of delinquent obligations ofPersons so acquired will not be required to become Guarantors); and (C) no Default or Event of Default has occurred or is continuing both before and after giving effect to such First Lien Facility Permitted Acquisition, and other disputes with, suppliers and customers arising in the ordinary course of businessas certified by a Responsible Officer; (i) Investments in an amount not to exceed at existing on the date of this Agreement and disclosed on Schedule 8.8 and any one time outstanding $50,000,000Investments resulting from any stock dividend, splits, recapitalizations or conversions relating thereto; (j) Investments arising out of the receipt by the Borrower or a Restricted any Subsidiary Guarantor in (i) any of noncash consideration for their respective Foreign Subsidiaries and (ii) any joint venture; provided that the sale amount of assets permitted under all Investments made pursuant to this Section 6.048.8(j) shall not exceed $10,000,000; (k) lease, utility and other similar deposits Investments by the Borrower or any Subsidiary Guarantor in WilTel Aircraft Leasing of amounts necessary or permitted for the ordinary course conduct by WilTel Aircraft Leasing of business;the activities permitted under Section 8.16 with respect to WilTel Aircraft Leasing; and (l) to the extent constituting Investments, the Transactions; (m) Investments an Investment in an amount not to exceed the portion of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this any Swap Agreement permitted under Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; and8.12.

Investments. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, make make, incur, assume or suffer to exist any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, Investment in any other Person (all of the foregoingPerson, “Investments”) except: (a) extensions Investments existing on the Sixth Amended and Restated Effective Date and identified in Schedule 7.2.5; (b) Cash Equivalent Investments and cash, provided, however, that the balance maintained in any deposit account other than a deposit account listed on Schedule 7.2.5(b) hereto not subject to a Lien of trade credit the Agent shall (i) not exceed $100,000 for a period of seven consecutive days with respect to deposit accounts of Borrower and credit any other Credit Party and (ii) in the case of deposit accounts of any Non-Wholly Owned Subsidiary or Minority ASC Entity, be, in an amount equal to customers the Borrower or any Subsidiary's rights therein, transferred to a deposit account subject to a Lien of the Agent as frequently as practicable but on a no less frequent basis than monthly; (c) without duplication, Investments permitted as Indebtedness pursuant to Section 7.2.2; (d) without duplication, Investments permitted as Capital Expenditures in the Borrower and its Subsidiaries which are Credit Parties; (e) in the ordinary course of business; , (b1) Investments in cash and Cash Equivalents and Investments that were Cash Equivalents when made; (c) loans and advances to directors, employees and officers of by the Borrower in any of its Wholly-Owned Subsidiaries, or in any Restricted new Wholly-Owned Subsidiary created or acquired after the Sixth Amended and Restated Effective Date in the ordinary course of business connection with a Permitted Acquisition, (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding; (d2) Investments made by the Borrower or any Restricted Wholly-Owned Subsidiary in any Non-Wholly-Owned ASC Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount form of Investments Indebtedness permitted by Loan Parties Section 7.2.2(m) and (n) and (3) other cash investments in Non-Loan Parties pursuant Wholly-Owned ASC Subsidiaries in the aggregate at any time outstanding not to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date 12,000,000 when aggregated with Investments outstanding and set forth on Schedule 6.11permitted by Section 7.2.5(p); (f) Investments to Permitted Acquisitions by the extent that payment for such Investments is made with Qualified Equity Interests Borrower or a Wholly-Owned Subsidiary of the Borrower (or, in the case of the purchase of an ASC Facility, by the Borrower or a Subsidiary of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount); (g) accountsthe acquisition by the Borrower or a Wholly-Owned Subsidiary of the Borrower of 100% of the minority interests held by a Provider in a non-Wholly-Owned Subsidiary, chattel paper and notes receivable arising from provided that any such acquisition is made solely in connection with the sale merger of such non-Wholly-Owned Subsidiary into the Borrower or lease a Wholly-Owned Subsidiary of goods or the performance of services in the ordinary course of businessBorrower as permitted by Section 7.2.8; (h) Investments received by the Borrower or any Subsidiary consisting of loans to Providers in connection with the bankruptcy an amount not to exceed $500,000 individually or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising $3,200,000 in the ordinary course of businessaggregate outstanding at any one time; (i) Investments constituting Hedging Agreements of the Borrower; (j) Investments by a Target which exist at the time such Target is the subject of a Permitted Acquisition to the extent such Investments are otherwise permitted pursuant to this Section 7.2.5; (k) Investments (other than Permitted Acquisitions) by the Borrower or a Subsidiary of the Borrower pursuant to ASC Subsidiary Capital Events provided that (1) no Default or Event of Default shall have occurred or be continuing both before and after giving effect to such ASC Subsidiary Capital Event, (2) the Borrower must be able to comply on a pro forma basis after giving effect to such ASC Subsidiary Capital Event with all of the covenants of this Agreement; and (3) in the event that the Borrower’s Total Leverage Ratio on a pro forma basis (after giving effect to the ASC Subsidiary Capital Event) is greater than 3.25:1.0 the aggregate consideration in connection with such ASC Subsidiary Capital Event shall not exceed $25,000,000 individually and $72,000,0000 for all ASC Subsidiary Capital Events consummated within the previous twelve (12) month period when aggregated with the Consideration paid for Permitted Acquisitions permitted by Section 7.2.5(f) during such period, without duplication; (l) Permitted Seller Debt in connection with Part A of Exhibit K; (m) Investments (not including Investments constituting Permitted Acquisitions) by the Borrower or a Subsidiary of the Borrower in Minority ASC Entities in an amount not to exceed $1,000,000 in any individual Minority ASC Entity provided that the Borrower is in compliance on a pro forma basis after giving effect to such Investment with all of the covenants contained in this Agreement provided that in the case of all such Investments pursuant to this clause (m) ("Minority ASC Investments"), (i) the Minority ASC Entity shall have executed and delivered to the Person making the Investment a demand note (the “Minority ASC Intercompany Note”) to evidence any such Minority ASC Investment, which Minority ASC Intercompany Note shall be in form and substance satisfactory to Agent and pledged to the Agent, (ii) the payee shall record all Minority ASC Investments on its books and records in a manner satisfactory to Agent, and (iii) at the time any one time outstanding $50,000,000such Minority ASC Investment is made and after giving effect thereto, each of the Person making the Investment and the payor shall be Solvent; (jn) Investments arising out consisting of Minority ASC Investments in excess of the receipt amounts permitted by clause (m) above, but in any event not to exceed $4,000,000 in the aggregate when aggregated with amounts outstanding and permitted by clause (m) above provided, that any such Minority ASC Investments permitted pursuant to this clause (n) shall be secured by a perfected first priority lien on the assets of such Minority ASC Entity, the scope of which lien shall be satisfactory to the Agent and which lien shall be assigned to the Agent; (o) Investments by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04; (k) lease, utility and other similar deposits its Subsidiaries in the ordinary course of business; (l) to the extent constituting Investments, the Transactions; (m) Investments ASC Startups in an amount not to exceed $12,000,000 (unless consented to by the portion Required Lenders) at any one time outstanding; provided, once the Borrower has sold an equity interest in an ASC Startup as permitted under Section 7.2.9(c), the Investment in the ASC Startup shall no longer be considered as "outstanding" for purposes of this clause (o); (p) other Investments in Minority ASC Entities of the Retained Excess Cash Flow Amount on type not listed above in an amount not to exceed $12,000,000 in the date of aggregate outstanding for any such election that the Borrower elects to apply Investments permitted pursuant to this clause (p) when aggregated with any Investments outstanding and permitted under Section 6.11(m7.2.5(e)(3) in a written notice above; provided, however, that (q) any Investment which when made complies with the requirements of a Responsible Officer thereof, which notice shall set forth the Retained Excess definition of the term “Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected Equivalent Investment” may continue to be so appliedheld notwithstanding that such Investment if made thereafter would not comply with such requirements; provided that and (r) no Investment otherwise permitted by clauses (e), (f), (g), (h), (i), (j) (m), (n), (o) or (p) shall be permitted to be made if, immediately before or after giving effect thereto no Event of thereto, any Default shall have occurred exist and be continuing; and.

Investments. The Borrower will not, and will not permit Make or acquire after the date hereof any of its Restricted Subsidiaries to, make Investment in any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or Person other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) exceptthan: (ai) Investments in the Representative or in Persons that are Subsidiaries of the Representative (including any other Bevexxx Xxxity) on the date hereof; (ii) Investments in Persons that are (i) primarily engaged in the health-care business and (ii) after the making of such Investment, are Subsidiaries of the Representative; (iii) Temporary Cash Investments; (iv) extensions of trade credit or Guarantees of obligations of one or more other Persons (other than Encore Nursing Center Partners, Ltd.-85 and credit Encore Retirement Partners, Ltd.-85) as an integral part of the financing of the acquisition, construction, equipping or improving of facilities from which the Representative or its Subsidiaries (including the other Bevexxx Xxxities) will provide medical or related services; (v) other miscellaneous Investments related to customers the acquisition and financing (in the ordinary course of the Representative's business) of health-care facilities through industrial development revenue bonds issued for the benefit of the Representative and its Subsidiaries (including the other Bevexxx Xxxities); (vi) capital contributions required to be made by the Representative to Bevexxx Xxxemnity, Ltd. in accordance with applicable law and insurance regulations; (vii) stock, obligations or securities received from nursing home patients in the ordinary course of business of the Representative and its Subsidiaries; (viii) negotiable instruments endorsed for deposit or collection or similar instruments in the ordinary course of business; (bix) promissory notes and other Investments in cash and Cash Equivalents and received as consideration for facilities sold, provided that the aggregate net book value of all outstanding Investments that were Cash Equivalents when madepermitted by this clause (ix) shall not, at any time, exceed $25,000,000; (cx) loans and advances to directors, employees and officers of the Borrower or any Restricted Subsidiary in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstandingGuarantees permitted by Section 10.2(i); (dxi) any Investment made by the Representative or any of its Subsidiaries (including the other Bevexxx Xxxities) in connection with and as part of a Workout Transaction; (xii) Investments made by the Borrower Representative or any Restricted of its Subsidiaries (including the other Bevexxx Xxxities) in one or more Special Purpose Receivables Financing Subsidiaries by means of the sale of, or the granting of security interests in, Medicare, Medicaid or other patient accounts receivable owing to the Representative or such Subsidiary (including the other Bevexxx Xxxities), in the Borrower or any Restricted Subsidiary; either case to such Special Purpose Receivables Financing Subsidiaries pursuant to a Receivables Financing Program, provided that the aggregate outstanding net amount of Investments by Loan Parties all uncollected accounts receivable owing to the Representative or any of its Subsidiaries (including the other Bevexxx Xxxities) that have been so sold or in Non-Loan Parties pursuant to this clause (d) which a security interest has been so granted shall not exceed $25,000,000 at any time200% of the aggregate principal or redemption amount of all Permitted Receivables Financing Securities then outstanding; (exiii) Investments made in Bevexxx Xxxan Corporation in an aggregate amount outstanding at any time not to exceed $10,000,000; (xiv) Investments made in Persons that are primarily engaged in the health-care business, the consideration for which consists exclusively of common stock of the Representative or Permitted Preferred Stock; and (xv) any Investment existing on, or made pursuant to binding commitments existing on, not otherwise permitted by the Closing Date foregoing clauses of this Section (other than promissory notes and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) 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; (h) other Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary course of business; (i) Investments in an amount not to exceed at any one time outstanding $50,000,000; (j) Investments arising out of the receipt by the Borrower or a Restricted Subsidiary of noncash as consideration for the sale of assets permitted under Section 6.04; (kfacilities sold) lease, utility and other similar deposits in the ordinary course of business; (l) to the extent constituting Investments, the Transactions; (m) Investments in an amount not to exceed the portion of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; andin

Investments. The Borrower will notExcept to the extent permitted pursuant to Section 10.13, and will not permit neither the Parent Guarantor nor any of its Restricted Subsidiaries to, shall directly or indirectly make or own any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) Investment except: (a) extensions of trade credit Investments in cash and credit to customers in the ordinary course of businessCash Equivalents; (b) Permitted Existing Investments (as defined in cash and Cash Equivalents and Investments that were Cash Equivalents when madethe 2015 Term Loan Agreement on the Fourth Amendment Effective Date) in an amount not greater than the amount thereof on July 8, 2015; (c) loans and advances to directors, employees and officers of the Borrower Investments in trade receivables or any Restricted Subsidiary in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding; (d) Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) 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; (h) Investments 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 and customers arising in the ordinary course of business; (id) Investments consisting of deposit accounts maintained by the Parent Guarantor and its Subsidiaries; (e) Investments consisting of non-cash consideration from a sale, assignment, transfer, lease, conveyance or other disposition of property permitted by Section 10.3; (f) Investments in any consolidated Subsidiaries (i) outstanding on the Fourth Amendment Effective Date, and (ii) after the Fourth Amendment Effective Date, additional Investments (A) in Note Parties, (B) by Subsidiaries of the Parent Guarantor that are not Note Parties in other Subsidiaries that are not Note Parties, (C) by Subsidiaries of the Parent Guarantor that are not Note Parties in Note Parties and (D) by the Note Parties in consolidated Subsidiaries that are not Note Parties in an aggregate amount invested not to exceed $50,000,000; (g) Investments in joint ventures (other than Subsidiaries) and nonconsolidated Subsidiaries in an aggregate amount not to exceed $200,000,000 at any one time outstanding $50,000,000time; (h) Investments constituting Permitted Acquisitions; (i) Investments constituting Indebtedness permitted by Sections 10.7 and 10.10 or Contingent Obligations permitted by Section 10.12; (j) Investments arising out of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under in addition to those referred to elsewhere in this Section 6.04; (k) lease, utility and other similar deposits in the ordinary course of business; (l) to the extent constituting Investments, the Transactions; (m) Investments 10.11 in an aggregate amount not to exceed the portion ten percent (10%) of consolidated tangible assets of the Retained Excess Cash Flow Amount Parent Guarantor and its Subsidiaries at any time; provided that any such Investments incurred after the Fourth Amendment Effective Date shall only be permitted to the extent that on the date of such election that Investment the Borrower elects Leverage Ratio is less than 3.00 to apply 1.00 (the Leverage Ratio as evidenced to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (holders and such evidence reasonably satisfactory to the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuingRequired Holders); and (k) Investments of The Xxxx Group Inc. and its Subsidiaries permitted under the Transaction Agreement.

Investments. The Borrower will notNot, and will not permit any of its Restricted Subsidiaries other Loan Party to, make or permit to exist any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, Investment in any other Person (all of Person, except the foregoing, “Investments”) exceptfollowing: (a) extensions The creation of trade credit any Wholly-Owned Subsidiary and credit contributions by Borrower to customers the 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 6.8; (b) Cash Equivalent Investments and Investments by and among Loan Parties and their Subsidiaries arising from ordinary course cash management operations or similar arrangements by and among the Loan Parties and their respective Subsidiaries; (c) bank deposits and obligations arising as permitted by Section 7.1(g) and Section 7.1(l), in each case, in the ordinary course of business; (bd) Investments in cash and Cash Equivalents and Investments that were Cash Equivalents when madelisted on Schedule 7.10 as of the Closing Date, together with any roll- over or reinvestment of such Investment(s); (ce) loans and advances to directors, employees and officers of the any purchase or other acquisition by Borrower or any Restricted Wholly-Owned Subsidiary of Borrower of the assets or equity interests of any Subsidiary of Borrower; (i) transactions permitted by, and Investments received or made pursuant to transactions permitted in, Section 7.1, Section 7.3 and Section 7.4 and (ii) Contingent Obligations in respect of Obligations arising in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding; (d) Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amountotherwise constituting Debt; (g) accountsHedging Obligations permitted under Section 7.1(d); (h) advances given to employees and directors in existence as of the Closing Date and as listed on Schedule 7.10, chattel paper which amounts shall not be increased without Agent’s prior written consent in its sole discretion; (i) lease, utility, insurance, taxes and notes receivable arising from other similar deposits made in the sale or lease ordinary course of goods or the performance of services business and trade credit extended in the ordinary course of business; (hj) Investments consisting of the non-cash portion of the consideration received in respect of Dispositions permitted hereunder; (k) Investments permitted by Borrower or any Loan Party as a result of the receipt of insurance and/or condemnation or exproriation proceeds in accordance with the Loan Documents; (l) Investments (i) received as a result 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 the bankruptcy or reorganization of, or settlement of delinquent accounts and bona fide disputes with, customers and suppliers, and, in each case, extensions, modifications and renewals thereof; (m) Loans and advances to suppliers and customers or otherwise made in connection with the purchase of goods and services, in settlement of delinquent obligations ofeach case, and other disputes with, suppliers and customers arising in the ordinary course of business;; and (in) other Investments in an aggregate amount not to exceed at any one time outstanding $50,000,000; (j) Investments arising out 1,000,000 during the term of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04; (k) lease, utility and other similar deposits in the ordinary course of business; (l) to the extent constituting Investments, the Transactions; (m) Investments in an amount not to exceed the portion of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; andAgreement.

Investments. The Except as otherwise permitted under Section 6.04, the Borrower will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any advanceloans, loan, extension of credit (by way of Guarantee or otherwise) advances or capital contribution contributions to, or make any investment in, or purchase or commit to purchase any Equity Interests, bonds, notes, debentures stock or other debt securities of, or evidences of indebtedness of or interests in any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, each an “InvestmentsInvestment”) exceptexcept the following: (a) extensions the purchase of trade credit and credit to customers in the ordinary course of businessLiquid Investments; (b) Investments in cash current trade and Cash Equivalents and Investments that were Cash Equivalents when made; (c) loans and advances to directors, employees and officers of the Borrower customer accounts receivable which are for goods furnished or any Restricted Subsidiary services rendered in the ordinary course of business and are payable in accordance with customary trade terms; (including for travelc) Acquisitions (other than Acquisitions or Investments made with respect to Plains JV, entertainment and relocation expensesUNEV JV, Rio Grande, the Joint Venture or any other joint venture or other similar arrangement that is not a Subsidiary) to the extent made in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstandingcompliance Section 6.04; (d) Investments made the Acquisition by the Borrower or any Restricted Subsidiary of its Subsidiaries of, or Investments in, Plains JV in the Borrower or an aggregate amount not to exceed $30,000,000 outstanding at any Restricted Subsidiarytime; provided that the aggregate outstanding amount of such Acquisitions or other Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any timeare made using cash and otherwise comply with Section 6.04; (e) the Acquisition by the Borrower or any Investment existing onof its Subsidiaries of, or Investments in, UNEV JV in an aggregate amount not to exceed $275,000,000 at any time; provided that such Acquisitions or other Investments are made pursuant to binding commitments existing on, the Closing Date using cash and set forth on Schedule 6.11otherwise comply with Section 6.04; (f) Investments to by the extent Borrower or any of its Subsidiaries in Rio Grande and in the Joint Venture existing on the date of this Agreement; provided, that payment for the amount of such Investments is may not be increased (other than through natural appreciation or through cash Investments made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amountpursuant to clause (g) below); (g) accountsInvestments by a Subsidiary of the Borrower in any other Person that is not a Guarantor (including, chattel paper without limitation, Plains JV, UNEV JV, Rio Grande and notes receivable arising from the sale Joint Venture) in an aggregate amount for all such Investments not to exceed $20,000,000 outstanding at any time; provided that such Investments (including Acquisitions) are made in cash and otherwise comply with Section 6.04 and Sections 6.14, 6.15, 6.16 or lease of goods or the performance of services in the ordinary course of business;6.17, as applicable; and (h) Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary course of business; (i) Investments in an amount not to exceed at any one time outstanding $50,000,000; (j) Investments arising out of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04; (k) lease, utility and other similar deposits in the ordinary course of business; (l) to the extent constituting Investments, the Transactions; (m) Investments in an amount not to exceed the portion of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto as long as no Event of Default shall have has occurred and is continuing or would be continuingcaused thereby, Investments for aggregate consideration not to exceed $20,000,000 during the term of this Agreement; andprovided, however, that any such Investment shall be permitted only if, before the effectiveness of such Investment and to the extent required by the Administrative Agent, the Borrower delivers to the Administrative Agent (i) such guaranties, mortgages, deeds of trust, security agreements, releases, UCC financing statements, UCC terminations and environmental assessments as the Administrative Agent may reasonably request and accompanied by UCC searches and title investigations demonstrating that, upon the effectiveness of such Investment and the recording and filing of any necessary documentation, the Administrative Agent will have an Acceptable Security Interest in such Investment, and (ii) such other agreements, instruments, certificates, approvals, opinions and other documents as any Bank through the Administrative Agent may reasonably request.

Investments. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, make purchase, make, incur, assume or permit to exist any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, Investment in any other Person (all of the foregoingor enter into any joint venture with any other Person or Persons, “Investments”) except: (a) extensions Investments existing on the Effective Date and identified in Item 7.2.5(a) of trade credit the Disclosure Schedule and credit to Investments constituting the Acquisition; (b) Cash Equivalent Investments; (c) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (b) Investments in cash and Cash Equivalents and Investments that were Cash Equivalents when made; (c) loans and advances to directors, employees and officers of the Borrower or any Restricted Subsidiary in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding; (d) Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any timeconstituting Capital Expenditures; (e) any Investment existing on, Investments permitted by (i) clause (e) or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11(ii) clause (f) of Section 7.2.2; (f) Investments by way of contributions to capital or purchases of Capital Securities (i) by the extent that payment for such Investments is made with Qualified Equity Interests of Borrower in any Subsidiaries or by any Subsidiary in other Subsidiaries or (ii) by any Subsidiary in the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) accountsInvestments constituting (i) accounts receivable arising, chattel paper and notes receivable arising from (ii) trade debt granted, or (iii) deposits made in connection with the sale or lease purchase price of goods or the performance of services services, in each case in the ordinary course of business; (h) Investments received in connection with constituting Permitted Acquisitions, the bankruptcy or reorganization of suppliers San Xxxx Silver Mining Joint Venture and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary course of businessIndependence Lead Mine Acquisition; (i) Investments constituting the incurrence of development costs and the entry into options and leases to mine real property to the extent incurred or entered into in an amount not to exceed at any one time outstanding $50,000,000the ordinary course of business consistent with past practice; (j) Investments arising out consisting of any deferred portion of the receipt sales price received by the Borrower or a Restricted any Subsidiary of noncash consideration for the sale of assets in connection with any Disposition permitted under Section 6.047.2.10; (k) leaseto the extent permitted under Applicable Law, utility and other similar deposits advances or loans to employees, directors or officers not to exceed $2,000,000 in the ordinary course of business;aggregate at any time outstanding; and (l) to the extent constituting Investments, the Transactions; (m) other Investments in an aggregate amount not to exceed the portion of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied$30,000,000 at any time; provided that after giving effect thereto no Event in respect of Default this Section 7.2.5, (i) any Investment which when made complies with the 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) all Investments in all Subsidiaries shall have been pledged to the Administrative Agent (for the benefit of the Secured Parties) in accordance with the terms of the Loan Documents; (iii) with respect to any date of determination, the aggregate amount of cash consideration (excluding any such consideration financed with Indebtedness of the type permitted under clause (d) of Section 7.2.2) for Investments otherwise permitted by clause (d) (other than with respect to the San Xxxx Silver Mining Joint Venture in an aggregate amount of up to $12,000,000, the Greens Creek Mine, the Lucky Friday Mine, the Xxxxxxx Mine or the La Comorra Mine), (e)(i), (f)(i), (h), (i), (j) and (l), above shall not exceed the then amount of Retained Proceeds; and (iv) no Investment otherwise permitted by clause (d) (other than with respect to the San Xxxx Silver Mining Joint Venture in an aggregate amount of up to $12,000,000, the Greens Creek Mine, the Lucky Friday Mine, the Xxxxxxx Mine or the La Comorra Mine), (e)(i), (f)(i), (h), (i), (j), (k) or (l) above shall be permitted to be made if any Default has occurred and be continuing; andis continuing or would result therefrom.

Investments. The Borrower will notNo Loan Party shall, and will not nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, make or own any advanceInvestment in any Person, loanincluding any Joint Venture or general partnership, extension of credit except (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all each of the foregoingfollowing, collectively, the “Permitted Investments”) except:): (a) extensions of trade credit and credit to customers in the ordinary course of businessCash Equivalents; (b) (i) equity Investments owned as of the Closing Date in cash any Subsidiary, and Cash Equivalents and (ii) Investments that were Cash Equivalents when mademade after the Closing Date in Wholly Owned Subsidiaries of Borrower; (c) loans and advances to directors, employees and officers of the Borrower or any Restricted Subsidiary in the ordinary course of business Investments (including for travel, entertainment and relocation expensesi) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding; (d) Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) 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; (h) Investments received in connection with the bankruptcy satisfaction or reorganization of partial satisfaction thereof from financially troubled account debtors, customers or suppliers and customers and or in settlement of delinquent obligations of, and other disputes with, account debtors, customers or suppliers and customers arising (ii) deposits, prepayments and other credits to suppliers made in the ordinary course of businessbusiness consistent with the past practices of Borrower and its Subsidiaries; (d) intercompany loans to the extent permitted under Section 6.01(b); (e) Consolidated Capital Expenditures; (f) loans and advances to employees of Borrower and its Subsidiaries made in the ordinary course of business in an aggregate principal amount not to exceed $600,000 in the aggregate (other than any loans or advances to any director or executive officer (or equivalent thereof) that would be in violation of Section 402 of the Xxxxxxxx-Xxxxx Act to the extent the Borrower and its Subsidiaries are subject thereto); (g) Investments made in connection with Permitted Acquisitions permitted pursuant to Section 6.08; (h) Investments described in Schedule 6.06; (i) Investments by Borrower or any Subsidiary in any Subsidiary that is not a Wholly Owned Subsidiary (or a Person who as a result of such Investments becomes a Subsidiary that is not a Wholly Owned Subsidiary) in an aggregate amount not to exceed at any one time outstanding $50,000,0003,000,000 plus the Available Equity Credit; (j) other Investments arising out of in an aggregate amount not to exceed at any time $3,000,000 plus the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04Available Equity Credit; (k) lease, utility and Investments consisting of cash on deposit with banks or other similar deposits in the ordinary course of businessdepositary institutions; (l) to non-cash consideration received by the extent constituting Investments, the Transactions;Borrower or any Subsidiary in any permitted Asset Sale; and (m) Investments in an amount Interest Rate Agreements permitted hereunder. Notwithstanding the foregoing, in no event shall any Loan Party make any Investment which results in or facilitates in any manner any Restricted Junior Payment not to exceed otherwise permitted under the portion terms of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; and6.04.

Investments. The Borrower will notNo Loan Party shall, and will not nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, make or own any advanceInvestment in any Person, loanincluding without limitation any Joint Venture or general partnership, extension of credit except (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all each of the foregoingfollowing, collectively, the “Permitted Investments”) except:): (a) extensions Cash Equivalents; (b) (i) any Investments owned as of the Closing Date in any Subsidiary, (ii) Investments (other than intercompany loans) made after the Closing Date in Loan Parties, (iii) Investments (other than intercompany loans) by any Subsidiary which is not a Loan Party in any Loan Party or any other Subsidiary which is not a Loan Party and (iv) Investments (other than intercompany loans) by any Loan Party in any Subsidiary which is not a Loan Party provided that the aggregate amount of such Investments does not exceed $5,000,000 at any time; (c) Investments (i) in any Securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors and (ii) deposits, prepayments and other credits to suppliers made in the ordinary course of business consistent with the past practices of Lead Borrower and its Subsidiaries; (d) intercompany loans to the extent permitted under Section 6.01(b) or (c); (e) Consolidated Capital Expenditures; (f) loans and advances to employees of Lead Borrower and its Subsidiaries made in the ordinary course of business in an aggregate principal amount not to exceed $500,000 at any one time outstanding; (g) Investments made in connection with Permitted Acquisitions; (h) Investments described in Schedule 6.05; (i) guaranties, indemnities, bonds or letters of credit provided in connection with Cash pooling arrangements permitted pursuant to Section 6.02(p); (j) guaranties, bonds, or letters of credit provided in connection with any leases of Real Estate Assets entered into in the ordinary course of business of Lead Borrower or any of its Subsidiaries and upon terms usual for such business; (k) guaranties, bonds, or letters of credit provided in connection with credit granted to Lead Borrower or any of its Subsidiaries under any deferred purchase agreement entered into in the ordinary course of business and upon terms usual for such business provided that such Investment is (i) a guaranty, bond or letter of credit given by (A) Lead Borrower to any of its Subsidiaries for the obligations of such Subsidiary, (B) any of Lead Borrower’s Subsidiaries for the obligations of Lead Borrower or (C) any of Lead Borrower’s Subsidiaries for the obligations of any other of Lead Borrower’s Subsidiaries, in each case under such deferred purchase agreement; or (ii) a guaranty, indemnity, bond or letter of credit given by (A) Lead Borrower to any of its Subsidiaries for the obligations of such Subsidiary, (B) any of Lead Borrower’s Subsidiaries for the obligation of Lead Borrower or (C) any of Lead Borrower’s Subsidiaries for the obligations of any other of Lead Borrower’s Subsidiaries, in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or other instrument issued by a bank or financial institution (on normal commercial terms) to support the obligations of Lead Borrower or any of its Subsidiaries under such deferred purchase agreement; (l) trade credit and credit extended by Lead Borrower or any of its Subsidiaries to its customers in the ordinary course of business; (bm) Investments guaranties given by Lead Borrower or any of its Subsidiaries in cash and Cash Equivalents and Investments that were Cash Equivalents when maderespect of the Environmental Claim; (cn) loans and advances to directorsloans, employees and officers of the credit or financial accommodation made or given by Lead Borrower or any Restricted Subsidiary of its Subsidiaries in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstandingconnection with a Permitted Reorganization; (do) Investments loans made by any Borrower to any of its Subsidiaries using the Borrower or any Restricted Subsidiary in proceeds of the Borrower or any Restricted SubsidiaryRevolving Loans; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall such loans does not exceed $25,000,000 5,000,000 at any time; (ep) any Investment existing onInvestments by a Loan Party in, and loans, credit or made financial accommodation or guaranties, indemnities, bonds or letters of credit provided by a Loan Party to or in favor of Tumi Japan pursuant to binding commitments existing on, provisions of the Closing Date and set forth on Schedule 6.11Japanese JV Agreement; (fq) Investments by a Loan Party in, and loans, credit or financial accommodation or guaranties, indemnities, bonds or letters of credit provided by a Loan Party to the extent that payment for or in favor of a Joint Venture in which such Investments is made with Qualified Equity Interests of the BorrowerLoan Party owns shares; provided that (i) the issuance aggregate amount of such Equity Interests are investments, loans and/or guaranties, as applicable, does not included exceed $1,000,000 at any time in the case of any determination Joint Venture, and (ii) the aggregate amount of the Retained Excess Cash Flow Amountall such loans and/or guaranties permitted under this Section 6.05(q) does not exceed $3,000,000 at any time; (gr) accountsloans, chattel paper credit or financial accommodation or guaranties, indemnities, bonds or letters of credit provided by a Loan Party to or in favor of any Subsidiary of Lead Borrower which is not a Loan Party, so long as the aggregate of the Indebtedness under any such loans and/or guaranties and notes receivable arising from any other Indebtedness between a Loan Party and any Subsidiary or Subsidiaries of Lead Borrower which is not a Loan Party or which are not Loan Parties, as the sale or lease of goods or the performance of services case may be, does not in the ordinary course of businessaggregate exceed $5,000,000 (or its equivalent) at any time; (hs) Investments received loans provided to Tumi Holdings or Tumi II in connection with the bankruptcy or reorganization lieu of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary course of business; (iany Restricted Junior Payment permitted by Section 6.03(a) Investments to enable Tumi Holdings to repurchase its equity interests owned by senior management in an aggregate amount not to exceed at $500,000 in any one time outstanding $50,000,000; fiscal year (jit being understood and agreed that any such amount not utilized in any fiscal year may be carried forward and utilized in subsequent fiscal years) Investments arising out of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04; (k) lease, utility and other similar deposits in the ordinary course of business; (l) to the extent constituting Investments, the Transactions; (m) Investments in an aggregate amount not to exceed $2,000,000 from the portion of Closing Date up to and including the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so appliedRevolving Commitment Termination Date; provided that after giving effect thereto at the time such loan was provided, no Event of Default shall have occurred and be continuing; (t) Investments by Lead Borrower (i) to purchase additional Capital Stock of joint ventures identified on Schedule 6.05 and (ii) in any partner stores identified on Schedule 6.05; provided the aggregate amount of such Investments permitted under this Section 6.05(t) does not exceed $10,000,000 at any time; and (u) other Investments in an aggregate amount not to exceed at any time $3,000,000. Notwithstanding the foregoing, in no event shall any Loan Party make any Investment which results in or facilitates in any manner any Restricted Junior Payment not otherwise permitted under the terms of Section 6.03.

Investments. The Borrower will notNot, and will not permit any of its Restricted Subsidiaries other Related Party to, make or permit to exist any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, Investment in any other Person (all of Person, except the foregoing, “Investments”) exceptfollowing: (a) extensions contributions by the Company or any Obligor to the capital of trade credit any other Obligor, contributions by a Pledged Subsidiary to the capital of any other Pledged Subsidiary, and credit contributions by any Excluded Subsidiary to customers in the ordinary course capital of businessany other Excluded Subsidiary; (b) Investments in cash and Cash Equivalents and Investments that were Cash Equivalents when madeconstituting Debt permitted by Section 11.1; (c) loans and advances to directors, employees and officers of the Borrower Contingent Liabilities constituting Debt permitted by Section 11.1 or any Restricted Subsidiary in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstandingLiens permitted by Section 11.2; (d) Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any timeCash Equivalent Investments; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) 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; (h) Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary course of business; (i) Investments in an amount not to exceed at any one time outstanding $50,000,000; (j) Investments arising out of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04; (k) lease, utility and other similar bank deposits in the ordinary course of business, provided that the aggregate amount of all such deposits which are maintained with any bank other than a Lender shall not at any time exceed $500,000 in the aggregate in the United States; (lf) 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; (g) Investments to consummate any Acquisition permitted by Section 11.4 to the extent constituting Investmentsthat any Subsidiaries formed, the Transactionsacquired or arising in connection with such Acquisition and any Subsidiary acquiring any assets in connection with any such Acquisition are, or become, Obligors upon consummation thereof; (mh) Investments to consummate Acquisitions (in addition to those permitted under the preceding clause (g)) permitted by Section 11.4 to the extent that the aggregate amount of such Investments made after the date hereof are less than the lesser of $10,000,000 and 5% of Consolidated Net Worth; (i) Investments listed on Schedule 11.10 as of the Closing Date; (j) Loans to the Designated Officers made after the date hereof to pay taxes on certain Capital Securities of the Company in accordance with Restricted Stock Award Agreements, Promissory Notes and Stock Pledge Agreements in an aggregate initial principal amount not to exceed $5,000,000 (the portion “Additional Stock Loans”) and additional compensation related loans to officers or employees of the Retained Excess Cash Flow Amount on Company made after the date of such election that hereof in an aggregate initial principal amount not to exceed $2,000,000; and (k) other Investments made after the Borrower elects date hereof in an aggregate amount not to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so appliedexceed $7,000,000; provided that (x) any Investment which when made complies with the 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; (y) no Investment otherwise permitted by the foregoing clauses (a), (b), (c), (g), (i) and (j) shall be permitted to be made if, immediately before or after giving effect thereto no thereto, any Event of Default shall have occurred and be continuing; andor Unmatured Event of Default exists.

Investments. The Borrower will not, and will not permit Make any of its Restricted Subsidiaries to, make any advance, loan, extension of credit Investments other than (i) Investments by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, the Company or any assets constituting a business unit of, or incur Restricted Subsidiary in any Unrestricted Subsidiary Support Obligations with respect to, any other Person Restricted Subsidiary; (all of the foregoing, “Investments”) except: (aii) extensions of trade credit made in the ordinary course of business on customary credit terms and credit commission, travel and similar advances made to customers officers and employees in the ordinary course of business; ; (biii) Investments in cash commercial paper of any United States issuer having the highest rating then given by Xxxxx’x Investors Service, Inc., or Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., direct obligations of and Cash Equivalents obligations fully guaranteed by the United States of America or any agency or instrumentality thereof, or certificates of deposit of any commercial bank which is a member of the Federal Reserve System and which has capital, surplus and undivided profit (as shown on its most recently published statement of condition) aggregating not less than $100,000,000, provided, however, that each of the foregoing Investments that were Cash Equivalents when made; has a maturity date not later than one year after the acquisition thereof by the Company or any of its Restricted Subsidiaries; (civ) Investments in joint venture or similar arrangements, exclusive of Investments described in subsection (iii) above, and (except for loans and advances to directorsof credit) Unrestricted Subsidiaries in which the aggregate of all such Investments does not exceed, employees and officers of the Borrower or any Restricted Subsidiary in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding; , an amount equal to 10% of Consolidated Tangible Assets; (dv) those Investments made by described in Schedule 5.2(K) hereto, having the Borrower same terms as existing on the date of this Agreement, but no extension or renewal thereof shall be permitted; (vi) redemptions of the Capital Stock of the Company or any Restricted Subsidiary in owned on the Borrower or any Restricted Subsidiary; provided that Effective Date by Xxxxxx X. Xxxx, Xxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxx, Xx. as of the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Effective Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) 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; (h) Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary course of business; (i) Investments in an amount not to exceed at any one time outstanding $50,000,000; (j) Investments arising out of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04; 5.1(I); (k) lease, utility and other similar deposits in the ordinary course of business; (l) to the extent constituting Investments, the Transactions; (mvii) Investments in an amount not to exceed the portion permitted under Section 5.2(F); and (viii) Investments consisting of the Retained Excess Cash Flow Amount on the date purchases of such election that the Borrower elects to apply to this Senior Unsecured Debt permitted under Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; and5.2(O).

Investments. The Borrower will notMake or hold, and will not or permit any of its Restricted Subsidiaries to, to make any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect tohold, any other Person Investment in any Person, except (all of the foregoing, “Investments”) except:without duplication): (ai) extensions equity Investments by the US Borrower and its Subsidiaries in their Subsidiaries outstanding on the date hereof, (ii) additional equity Investments in Loan Parties that are not Foreign Subsidiaries, (iviiii) additional investments by Foreign Subsidiaries in other Foreign Subsidiaries that are Secured Loan Parties, and (iv) additional equity Investments in Wholly Owned Foreign Subsidiaries in an aggregate amount not to exceed $50,000,000100,000,000 less the aggregate amount of trade credit Debt owing at such time under Section 7.01(b)(iv);7.02(b)(iv); provided, that for purposes of this clause (iv), equity Investment in a Wholly Owned Foreign Subsidiary that is subsequently invested in a Wholly Owned Foreign Subsidiary of such Subsidiary shall be deemed one Investment for purposes of calculating the aggregate amount of such Investment. (b) loans and credit advances to customers employees in the ordinary course of business; (b) Investments the business of the US Borrower and its Subsidiaries as presently conducted in cash and Cash Equivalents and Investments that were Cash Equivalents when madean aggregate principal amount not to exceed $2,500,000 at any time outstanding; (c) loans and advances to directors, employees and officers of Investments by the Borrower or any Restricted Subsidiary in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the US Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstandingin Cash Equivalents; (d) Investments made by existing on the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (ddate hereof and described on Schedule 5.17(e) shall not exceed $25,000,000 at any timehereto; (e) any Investment existing on, or made pursuant to binding commitments existing on, Investments by the Closing Date and set forth on Schedule 6.11Borrowers in Hedge Agreements permitted under Section 7.02(a); (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests consisting of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amountintercompany Debt permitted under Section 7.02; (g) 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; Investments (hincluding Debt obligations) Investments 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 and customers arising in the ordinary course of businessbusiness to the extent that the US Borrower or relevant Subsidiary was a creditor of such customer or supplier at the time of filing of such bankruptcy, reorganization or at the time such obligation became delinquent or such dispute arose, as the case may be; (h) Investments by the US Borrower and its Subsidiaries consisting of the purchase or other acquisition of all of the Equity Interests of another Person or the assets comprising a division or business unit or a substantial part or all of the business of another Person (which, for purposes of calculating the aggregate amount of Investments in Section 7.06(a)(iv), shall exclude the amount of any Investment made by the US Borrower or any of its Subsidiaries in another Subsidiary for the sole purpose of such Subsidiary acquiring such Equity Interest or assets); provided that: (i) the aggregate amount of all such Investments in an amount from and after the ClosingAmendment No.1 Effective Date shall not to exceed at any one time outstanding $50,000,000200,000,000; (jii) Investments arising out such Investment shall not include or result in any contingent liabilities that could reasonably be expected to be material to the business, financial condition, operations or prospects of the receipt US Borrower and its Subsidiaries, taken as a whole (as determined in good faith by the board of directors (or persons performing similar functions) of the US Borrower or such Subsidiary if the board of directors is otherwise approving such transaction and, in each other case, by a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04Responsible Officer); (kiii) leasesuch Investment shall be in property and assets which are part of, utility or in lines of business which are, or of a Person which is in, substantially the same lines of business as one or more of the principal businesses of the US Borrower and other similar deposits its Subsidiaries in the ordinary course course, which for purposes of businessthis clause (iii), the principal business of the US Borrower and its Subsidiaries is industrial manufacturing and related services and activities; (liv) any determination of the amount of such Investment shall include all cash and noncash consideration (including, without limitation, the fair market value of all Equity Interests issued or transferred to the extent constituting Investmentssellers 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 Transactionssellers thereof, all write-downs of property and assets and reserves for liabilities with respect thereto and all assumptions of debt, liabilities and other obligations in connection therewith) paid, assumed or incurred by or on behalf of the US Borrower and its Subsidiaries in connection with such Investment; (mv) Investments in an amount not to exceed the portion of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detailA) immediately prior to such election before and the amount thereof elected to be so applied; provided that immediately after giving pro forma effect thereto to any such purchase or other acquisition, no Event of Default shall have occurred and be continuingcontinuing and (B) immediately after giving effect to such purchase or other acquisition, the US Borrower and its Subsidiaries shall be in pro forma compliance with all of the financial covenants set forth in Section 6.18, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders as though such Investment had been consummated as of the first day of the fiscal period covered thereby; (vi) the US Borrower shall have delivered to the Administrative Agent, on behalf of the Lenders, at least five Business Days (or such shorter period 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, certifying that all of the requirements set forth in this clause (i) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition; and (vii) immediately after giving effect to any such Investment there shall be no less than $20,000,000 of availability under the Revolving Credit Facility. (i) additional Investments by the US Borrower and its Subsidiaries in Subsidiaries (other than Wholly Owned Subsidiaries) and in joint ventures in an aggregate amount not to exceed $35,000,000; and (j) other Investments not otherwise permitted under this Section 7.06 in an aggregate amount not to exceed $25,000,000.

Investments. The Borrower will notPurchase, and will not permit any own, invest in or otherwise acquire (in one transaction or a series of its Restricted Subsidiaries totransactions), make any advance, loan, extension of credit (by way of Guarantee statutory division or otherwise) or capital contribution to, or purchase any Equity Interests, bondsinterests in any partnership or joint venture (including, noteswithout limitation, debentures the creation or capitalization of any Subsidiary), evidence of Indebtedness or other debt securities ofobligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist any loans, advances or extensions of credit to, or any assets constituting a business unit of, investment in cash or incur any Unrestricted Subsidiary Support Obligations with respect toby delivery of Property in, any other Person (all of the foregoing, “Investments”) except: (a) extensions (1) Investments existing on the Closing Date in Subsidiaries existing on the Closing Date; (i) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 9.3 to the Disclosure Letter; (ii) Investments (including the creation and capitalization of trade credit new Subsidiaries) made after the Closing Date by any Credit Party in any other Credit Party; (iii) Investments (including the creation and credit capitalization of new Subsidiaries) made after the Closing Date by any Non-Guarantor Subsidiary in any other Non-Guarantor Subsidiary; (iv) Investments made after the Closing Date by any Non-Guarantor Subsidiary in any Credit Party; provided that any Indebtedness owing by such Credit Party to customers such Non-Guarantor Subsidiary shall be subordinated in right of payment to the ordinary course Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; and (v) Investments (including the creation and capitalization of businessnew Subsidiaries) made after the Closing Date by any Credit Party in any Non-Guarantor Subsidiary (other than any Venture Capital Fund Subsidiary) in an aggregate amount at any time outstanding not to exceed, when taken together with the amount 119071794_7 of consideration for all Acquisitions made pursuant to clause (j) of the definition of Permitted Acquisition, $300,000,000; provided that no Default or Event of Default shall have occurred and be continuing; (b) Investments in cash and Cash Equivalents and Investments that were Cash Equivalents when madeEquivalents; (c) loans and advances to directors, employees and officers of Investments by the Borrower or any Restricted Subsidiary of its Subsidiaries consisting of capital expenditures permitted by this Agreement; (d) deposits made in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for to secure the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding; (d) Investments made performance of leases or other obligations as permitted by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any timeSection 9.2; (e) any Investment existing on, or made (i) Hedge Agreements permitted pursuant to binding commitments existing on, the Closing Date Section 9.1 and set forth on Schedule 6.11(ii) Permitted Call Spread Agreements; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests purchases of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) accounts, chattel paper and notes receivable arising from the sale or lease of goods or the performance of services assets in the ordinary course of business; (g) Investments by the Borrower or any Subsidiary thereof in the form of Permitted Acquisitions; (h) Investments in the form of non-cash loans to employees, officers, and directors of the Borrower or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Borrower so long as the proceeds of such loans are used, in their entirety, to purchase such Equity Interests in the Borrower; (i) Investments in the form of Restricted Payments permitted pursuant to Section 9.6; (j) Guarantees permitted pursuant to Section 9.1 and Guarantees of liabilities not constituting Indebtedness to the extent such guarantees or liabilities are not otherwise prohibited by this Agreement; (k) Investments acquired in connection with the satisfaction or enforcement of Indebtedness or claims due or owing to any Credit Party or any Subsidiary thereof (in bankruptcy of customers or suppliers or otherwise outside the ordinary course of business) or as security for any such Indebtedness or claims; (l) Investments received in connection with the bankruptcy or reorganization Asset Dispositions permitted by Section 9.5; (m) Investments consisting of suppliers and customers and in settlement extensions of delinquent obligations of, and other disputes with, suppliers and customers arising trade credit in the ordinary course of business; (in) Investments in an amount not loans or advances to exceed at any one time outstanding $50,000,000officers, directors and employees of the Borrower and its Subsidiaries for reasonable and customary business-related travel, entertainment, relocation and similar ordinary business purposes; (jo) Investments arising out advances of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04; (k) lease, utility and other similar deposits payroll payments to employees in the ordinary course of business; (lp) to Investments consisting of deposit and investment accounts holding cash and Cash Equivalents of the extent constituting Investments, the TransactionsBorrower and its Subsidiaries; (mq) Investments in negotiable instruments deposited or to be deposited for collection in the ordinary course of business; (r) advances made in connection with purchases of goods or services in the ordinary course of business and intercompany liabilities arising under services, cost sharing, cost-plus or similar arrangements in the ordinary course of business; (s) Investments consisting of xxxxxxx money deposits required in connection with a Permitted Acquisition or consisting of xxxxxxx money deposits required in connection with an acquisition of property not otherwise prohibited hereunder; 119071794_7 (t) Investments not otherwise permitted pursuant to this Section in an aggregate amount not to exceed the portion of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied$50,000,000 at any time outstanding; provided that that, immediately before and immediately after giving pro forma effect thereto to any such Investments, (i) no Default or Event of Default shall have occurred and be continuingcontinuing and (ii) the Borrower shall be in compliance (based on the financial statements for the most recent fiscal quarter end for which financial statements have been provided pursuant to Section 8.1(a) or (b), as applicable) with the financial covenants set forth in Section 9.13; (i) Investments in Venture Capital Fund Subsidiaries in an aggregate amount in any Fiscal Year, including any unfunded or contingent commitment by the Borrower or any of its Subsidiaries to make such Investments in any Venture Capital Fund Subsidiary during such Fiscal Year, not to exceed $100,000,000; provided that, immediately before and immediately after giving pro forma effect to any such Investments, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Borrower shall be in compliance on a Pro Forma Basis (based on the financial statements for the most recent fiscal quarter end for which financial statements have been provided pursuant to Section 8.1(a) or (b), as applicable) with (x) a Consolidated Senior Secured Net Leverage Ratio of at least 0.25 to 1.00 less than the maximum Consolidated Senior Secured Net Leverage Ratio then in effect pursuant to Section 9.13(b) and (y) a Consolidated Net Leverage Ratio of at least 0.25 to 1.00 less than the maximum Consolidated Net Leverage Ratio then in effect pursuant to Section 9.13(a), and (ii) subsequent Investments by such Venture Capital Fund Subsidiaries using the proceeds of such Investments under clause (i) above; and (v) Investments not otherwise permitted pursuant to this Section; provided that, subject to Section 1.13 with respect to any Investment in the form of a Limited Condition Transaction, immediately before and immediately after giving pro forma effect to any such Investments, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Borrower shall be in compliance (based on the financial statements for the most recent fiscal quarter end for which financial statements have been provided pursuant to Section 8.1(a) or (b), as applicable) with (x) a Consolidated Senior Secured Net Leverage Ratio of not greater than 3.50 to 1.00 and (y) a Consolidated Net Leverage Ratio of not greater than 4.25 to 1.00. For purposes of determining the amount of any Investment outstanding for purposes of this Section 9.3, such amount shall be deemed to be the amount of such Investment when made, purchased or acquired (without adjustment for subsequent increases or decreases in the value of such Investment) less any amount realized in respect of such Investment upon the sale, collection or return of capital (not to exceed the original amount invested).

Investments. The Borrower will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary or Bermuda Corp. to, make any advanceInvestment, loan, extension of credit (by way of Guarantee except that the Borrower may purchase or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) exceptotherwise acquire and own: (a) extensions Marketable, direct obligations of, or guaranteed by, the United States of trade credit America and credit to customers in maturing within 365 days of the ordinary course date of businesspurchase; (b) Investments in cash and Cash Equivalents and Investments Commercial paper issued by U.S. corporations that were Cash Equivalents when madehave a rating of A- 1/P-1 or better by Standard & Poor's Ratings Group, a Division of XxXxxx-Xxxx, Inc. or Xxxxx'x Investors Service, Inc.; (c) loans and advances to directorsCertificates of deposit of domestic banks maturing within 365 days of the date of purchase, employees and officers which banks' debt obligations have one of the two highest ratings obtainable from Standard & Poor's Ratings Group, a Division of XxXxxx- Xxxx, Inc. or Xxxxx'x Investors Service, Inc.; (d) Securities issued by U.S. corporations that have one of the two highest ratings obtainable from Standard & Poor's Ratings Group, a Division of XxXxxx- Xxxx, Inc. or Xxxxx'x Investors Service, Inc.; (e) Investments in acquisitions permitted by Section 8.05(b) hereof, so long as each new Subsidiary of the Borrower or any (i) is wholly owned and subject to the provisions hereof as a Restricted Subsidiary and (ii) immediately becomes a party to an Unlimited Guaranty guaranteeing the Obligations; (f) Accounts receivable that arise in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding; (d) Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth are payable on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amountstandard terms; (g) accounts, chattel paper Investments not constituting existing Investments in Subsidiaries that are in existence on the Closing Date and notes receivable arising from the sale or lease of goods or the performance of services in the ordinary course of business;described on Schedule 8.04 hereto; ------------- (h) Investments received in connection with so long as there exists no Default or Event of Default both at the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary course of business; (i) Investments in an amount not to exceed at any one time outstanding $50,000,000; (j) Investments arising out of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04; (k) lease, utility and other similar deposits in the ordinary course of business; (l) to the extent constituting Investments, the Transactions; (m) Investments in an amount not to exceed the portion of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (Investment and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event thereto, Investments in Unrestricted Subsidiaries and Bermuda Corp. which, in the aggregate, over the term of Default shall have occurred and be continuing; andthis Agreement, do not exceed $10,000,000 for all such Investments.

Investments. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, make purchase, make, incur, assume or permit to exist any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, Investment in any other Person (all of the foregoingPerson, “Investments”) except: (a) extensions Investments existing on the Original Effective Date and identified in Item 7.2.5(a) of trade credit and credit to customers in the ordinary course of businessDisclosure Schedule; (b) Investments in cash and Cash Equivalents and Investments that were Cash Equivalents when madeEquivalent Investments; (c) loans and advances to directors, employees and officers of the Borrower or any Restricted Subsidiary in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding; (d) Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) 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; (h) Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in of, or settlement of delinquent obligations of, accounts and other disputes with, suppliers customers and customers arising suppliers, in each case in the ordinary course of business; (id) 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 7.2.11; (e) Investments in an amount (i) any Obligor (without limit), and (ii) any Subsidiary that is not to a Subsidiary Guarantor which, when aggregated without duplication with intercompany loans and advances then outstanding under clause (g)(ii) of Section 7.2.2, does not exceed in the aggregate $25,000,000 at any one time outstanding $50,000,000; (j) Investments arising out of the receipt provided, that such loans or advances made by the Borrower or a Restricted Subsidiary to a Subsidiary that is not a Subsidiary Guarantor may not be forgiven or otherwise discharged for any consideration other than (x) a Dollar-for-Dollar repayment in cash (or, if applicable, in the original currency in which such intercompany loan was made) or (y) Capital Securities of noncash consideration for the sale of assets permitted under Section 6.04applicable Subsidiary having a Fair Market Value equal to the forgiven or discharged loan or advance; (kf) leaseInvestments constituting (i) accounts receivable arising, utility and other similar (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 in Capital Securities made in connection with Permitted Acquisitions; (h) Investments consisting of obligations or Capital Securities received in satisfaction of judgments; (i) loans or advances, in an aggregate amount outstanding at any time up to $2,000,000, to employees (including, payroll, commission, travel, relocation and similar advances) made in the ordinary course of business consistent with past practice to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes; (j) endorsement of checks for collection or deposit; (k) Investments consisting of loans or advances made by the Borrower or a Subsidiary to KCS and Subsidiaries of KCS (other than the Borrower or a Subsidiary), in an aggregate amount not to exceed $50,000,000 at any one time outstanding; provided, that such loans or advances made by the Borrower or a Subsidiary to KCS and such Subsidiaries of KCS may not be forgiven or otherwise discharged for any consideration other than a Dollar-for-Dollar repayment in cash (or, if applicable, in the original currency in which such intercompany loan was made); (l) extensions, amendments, modifications and refinancings of Investments identified in Item 7.2.5(a) of the Disclosure Schedule or permitted by clauses (c), (d), (e), (h) or (k) that are loans, advances or extensions of credit (“Refinanced Investments”); provided, that: (A) the aggregate principal amount of the Refinanced Investment shall be less than or equal to the extent constituting Investmentssum of (1) the aggregate amount of the Investment (including principal and accrued interest) being refinanced, (2) the Transactionsaggregate amount of unused commitments under the Investment being refinanced, (3) prepayment fees or premiums, tender or consent fees and/or other costs and expenses directly related to the Investment being refinanced and (4) fees, expenses and costs directly related to the entering into the Refinanced Investment; and (B) the terms of the Refinanced Investment following such refinancing shall in all other material respects be no less favorable to the Borrower or a Subsidiary (as applicable) than such Investment prior to the refinancing thereof; (m) other Investments (other than loans or advances to KCS or Subsidiaries of KCS) in an amount not to exceed $40,000,000; (n) Investments that, when taken together with any Restricted Payment made pursuant to Section 7.2.6(f) and any redemption, prepayment or defeasance of Material Debt that has a scheduled maturity date later than the portion Final Maturity Date pursuant to Section 7.2.16(a)(v), shall not exceed the amount at any such time described in Section 7.2.6(f)(i); (o) Investments in respect of Hedging Obligations that are made in the ordinary course of business and not for speculative purposes; (p) Investments in an amount equal to the Dollar equivalent of total cash contributions to the equity capital of Borrower after the Original Effective Date resulting from the proceeds of a private placement or a public issuance of Capital Securities (other than Disqualified Stock), less the aggregate amount of (x) any Restricted Payments declared or distributed after the Original Effective Date that were permitted due to the capital contributions referred to in clause (f)(i)(2) of Section 7.2.6, (y) Capital Expenditures made or committed to be made pursuant to the proviso to Section 7.2.7 and (z) Indebtedness prepaid pursuant to clause (a)(iii) of Section 7.2.16; and (q) (x) so long as the Leverage Ratio shall not be more than 3.50:1, as set forth in the most recent Compliance Certificate delivered in accordance with Section 7.1.1(c) or (y) irrespective of whether preceding clause (x) is applicable, if an Investment Grade Period shall have commenced at any time after the Restatement Effective Date (and irrespective of whether such Investment Grade Period shall have ended), Permitted Investments; provided, that (i) any Investment which when made complies with the requirements of the Retained Excess definition of the term “Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected Equivalent Investment” may continue to be so applied; provided held notwithstanding that after giving effect thereto such Investment if made thereafter would not comply with such requirements, and (ii) no Event of Investment otherwise permitted by clauses (e)(ii), (g), (k) or (m) shall be permitted to be made if any Default shall have has occurred and be continuing; andis continuing or would result therefrom.

Investments. The Borrower will notMake or permit to exist any Investments, and will not permit any of its Restricted Subsidiaries to, make any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) except: (a) cash and Cash Equivalents; (b) Investments (including intercompany Investments) existing on the date hereof and listed on Schedule 8.02 and any extensions, renewals or reinvestments thereof, so long as (i) the aggregate amount of all Investments pursuant to this clause (b) is not increased at any time above the amount of such Investments existing as of the date hereof and (ii) the aggregate amount of all Investments pursuant to this clause (b) by the Borrower or any Domestic Subsidiary in any Foreign Subsidiary is not increased at any time above the amount of such Investments existing as of the date hereof; (c) to the extent not prohibited by applicable Law, advances to officers, directors and employees of the Borrower and its Subsidiaries in an aggregate amount not to exceed $6 million at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (d) loans to officers, directors and employees of the Borrower and its Subsidiaries, provided that concurrent with the advance of such loans the proceeds of such loans shall be used solely to purchase Capital Stock in the Borrower; (e) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit and credit to customers in the ordinary course of business; (b) Investments in cash and Cash Equivalents and Investments that were Cash Equivalents when made; (c) loans and advances to directors, employees and officers of the Borrower or any Restricted Subsidiary in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding; (d) Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow AmountSupport Obligations permitted by Section 8.03; (g) accounts, chattel paper the Global Loan and notes receivable arising from the sale or lease of goods or the performance of services in the ordinary course of businessInvestexx Disposition; (h) Permitted Intercompany Investments and Permitted Intercompany Transfers; (i) Permitted Acquisitions; (j) capital contributions in Foreign Subsidiaries formed under the laws of France and Italy made to satisfy minimum capital requirements under the laws of France and Italy, provided that (i) the aggregate principal amount of all such capital contributions shall not exceed (A) $14.4 million in Foreign Subsidiaries formed under the laws of France and (B) $3.6 million in Foreign Subsidiaries formed under the laws of Italy, and (ii) no Default or Event of Default shall exist immediately before or immediately after giving effect to such capital contribution; (k) Investments received in connection with the bankruptcy or reorganization of suppliers and or customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary course of business; (il) Investments permitted by Section 8.06; and (m) other Investments not permitted by the foregoing clauses of this Section in an aggregate outstanding principal amount not to exceed at any one time outstanding (i) $50,000,000; 12 million plus (jii) the Adjusted Applicable Amount (provided that this clause (m) shall not be used to make Investments arising out of the receipt by the Borrower or a Restricted any Domestic Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04; (k) lease, utility and other similar deposits in the ordinary course of business; (l) to the extent constituting Investments, the Transactions; (m) Investments in an amount not to exceed the portion of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; andany Foreign Subsidiary).

Investments. The Borrower Except as set forth on Schedule 9.7, no Loan Party will notmake, and no Loan Party will not permit any of its Restricted Subsidiaries toSubsidiary to make, make any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution toto or investment in (or purchase, or purchase permit any Subsidiary to purchase), any Equity Interests, bonds, notes, debentures debentures, or other debt securities ofof any Person, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) except: except (a) Cash and Cash Equivalents, (b) for each Loan Party, the Equity Interests of such Loan Party’s Subsidiaries and investments between or among Loan Parties, (c) non-cash proceeds from Dispositions permitted under Section 9.4, (d) Permitted Acquisitions, (e) loans, advances and extensions of credit permitted by Section 9.6, (f) to the extent constituting an investment, Permitted Debt and Permitted Liens, (g) investments consisting of prepaid expenses and extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit and credit to customers in the ordinary course of business; , (bh) guarantees by a Loan Party or any of its Subsidiaries of leases (other than Capital Lease Obligations) or of other obligations of a Loan Party or any of its Subsidiaries that do not constitute Debt, in each case entered into in the ordinary course of business, (i) investments in respect of Hedge Agreements entered into in the ordinary course of business, and not for speculative purposes and in accordance with Section 9.12, (j) Investments in cash and Cash Equivalents and Investments that were Cash Equivalents when made; existing as of the Closing Date as set forth on Schedule 9.7) (cwhich shall include new Restaurant development); (k) loans receivables owing to the Loan Parties or any of their Subsidiaries or any receivables and advances to directorssuppliers, employees and officers of the Borrower in each case if created, acquired or any Restricted Subsidiary made in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (l) Investments (including for travel, entertainment and relocation expensesdebt obligations) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding; (d) Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) 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; (h) Investments 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 and customers arising in the ordinary course of business; ; (m) the construction or development of a new Restaurant; provided, however, that in each such case, at the time such Loan Party enters into a contract obligating a Loan Party or any of its Subsidiaries to commence construction or develop a new Restaurant which obligates any Loan Party to pay greater than $250,000 in the aggregate (i) Investments in an amount not to exceed at any one time outstanding $50,000,000; (j) Investments arising out of the receipt by the Borrower no Potential Default or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04; (k) lease, utility and other similar deposits in the ordinary course of business; (l) to the extent constituting Investments, the Transactions; (m) Investments in an amount not to exceed the portion of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuingcontinuing or would exist after giving effect to the construction or development of the new Restaurant, and (ii) after giving effect to the construction or development of such new Restaurant on a Pro Forma Basis the Loan Parties are in compliance with each of the financial covenants set forth in Article X and (each such construction or development of a new Restaurant permitted pursuant to this clause (m) shall be referred to in this Agreement as a “Permitted Construction Transaction”); and(n) other investments in an aggregate amount not to exceed $3,000,000, and (o) other investments not to exceed the Available Amount subject to satisfaction of the Available Amount Conditions.

Investments. The Borrower will notNot, and will not permit any of its Restricted Subsidiaries Subsidiary to, make or permit to exist any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, Investment in any other Person Person, except (all of without duplication) the foregoing, “Investments”) exceptfollowing: (a) extensions contributions by the Company to the capital of trade credit and credit any of its Guarantor Subsidiaries, or by any such Guarantor Subsidiary to customers the capital of any of its Guarantor Subsidiaries; (b) in the ordinary course of business; (b) , Investments by the Company in cash and Cash Equivalents and Investments that were Cash Equivalents when madeany Guarantor Subsidiary or by any Subsidiary in the Company, by way of intercompany loans, advances or guaranties, all to the extent permitted by Section 10.7; (c) loans and advances to directors, employees and officers of the Borrower or any Restricted Subsidiary in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstandingSuretyship Liabilities permitted by Section 10.7; (d) Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any timeCash Equivalent Investments; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) 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; (h) Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary course of business; (i) Investments in an amount not to exceed at any one time outstanding $50,000,000; (j) Investments arising out of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04; (k) lease, utility and other similar bank deposits in the ordinary course of business, provided that the aggregate amount of all such deposits which are maintained with any bank located in the United States other than a Bank shall not at any time after December 31, 2001 exceed $500,000, excluding such amounts as are inadvertently remitted to a bank other than a Bank by any customer of the Company or any Subsidiary despite payment directions to the contrary given to such customer so long as such remittances promptly after receipt are deposited with a Bank; (lf) Investments in securities of account debtors received pursuant to any plan of reorganization or similar arrangement upon the extent constituting Investments, the Transactionsbankruptcy or insolvency of such account debtors; (mg) Investments to consummate Acquisitions permitted by Section 10.11; (h) Investments listed on Schedule 10.19; and (i) other Investments, in addition to the Investments listed above, in an aggregate amount not to exceed the portion in excess of 5% of the Retained Excess Cash Flow Amount on consolidated tangible assets of the date of such election that the Borrower elects to apply to this Section 6.11(m) Company and its Subsidiaries as determined in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so appliedaccordance with GAAP; provided that (x) any Investment which when made complies with the 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; (y) no Investment otherwise permitted by clause (b), (c), or (g) shall be permitted to be made if, immediately before or after giving effect thereto no thereto, any Event of Default shall have occurred and be continuing; andor Unmatured Event of Default exists.

Investments. The Borrower will notMake or hold any Investments, and will not permit any of its Restricted Subsidiaries to, make any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) except: (a) extensions of trade credit Investments held by the Borrower and credit to customers its Subsidiaries in the ordinary course form of businesscash or Cash Equivalents; (b) Investments in cash and Cash Equivalents and Investments that were Cash Equivalents when made; (c) loans and advances to directorsofficers, directors and employees and officers of the Borrower or any Restricted Subsidiary in the ordinary course of business (including and Subsidiaries for travel, entertainment entertainment, relocation and relocation expenses) analogous ordinary business purposes, in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding; (d) Investments each case made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) 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; (h) Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary course of business; (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) Investments by Subsidiaries that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Event of Default has occurred and is continuing or would result from such Investment, Investments by the Loan Parties in Subsidiaries that are not Loan Parties in an aggregate amount invested from the date hereof not to exceed the greater of (i) $30,000,000 and (ii) fifteen percent (15%) of LTM Consolidated Adjusted EBITDA in the aggregate at any one time outstanding outstanding; (i) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, (ii) Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors, delinquent debtors or in disputes with customers and suppliers, in each case, in the ordinary course of business, and (c) non-cash consideration received by the Borrower or any Subsidiary in connection with a Disposition of assets otherwise permitted by Section 7.05; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and, except with respect to all such Investments the aggregate amount of which does not exceed $50,000,0005,000,000, set forth on Schedule 7.03 of the Disclosure Letter; (g) the Stronghold Acquisition; (h) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv)); (i) other Investments not exceeding the greater of (i) $30,000,000 and (ii) fifteen percent (15%) of LTM Consolidated Adjusted EBITDA in the aggregate at any time outstanding; provided, that, at the time of such Investment, no Event of Default shall have occurred and be continuing or would result therefrom; (j) Investments arising out (other than Transformative Acquisitions) to the extent that payment for such Investments is made with Equity Interests of the receipt by the Borrower or a Restricted Subsidiary with net proceeds of noncash consideration for any substantially contemporaneous issuance of Equity Interests of the sale of assets permitted under Section 6.04Borrower; (k) lease, utility Investments represented by Swap Contracts permitted under Section 7.02(f); (l) Investments held by any Subsidiary at the time it becomes a Subsidiary in a transaction permitted by this Section 7.03; (m) promissory notes and other similar deposits non-cash consideration received by the Borrower or any Subsidiary in connection with any Disposition permitted hereunder; (n) Guarantees by the Borrower or any Subsidiary of obligations of any Subsidiary or the Borrower incurred in the ordinary course of business and not constituting Indebtedness; (o) Investments in the ordinary course of business consisting of endorsements for collection or deposit and customary trade arrangements with customers consistent with past practices; (p) deposits, prepayments and other credits to suppliers made in the ordinary course of business; (lq) Investments in Swap Contracts to the extent constituting Investmentsan Investment; and (r) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy, workout, recapitalization or reorganization of, or in settlement of delinquent obligations of, or other disputes with, the Transactions; (m) Investments in an amount not to exceed the portion of the Retained Excess Cash Flow Amount on the date issuer of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer Investment or an Affiliate thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; and.

Investments. The Neither the Borrower will not, and will not permit nor any of its Restricted Subsidiaries toother Group Member shall directly or indirectly, make any advanceInvestments, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) except: (a) Investments in Eligible Investments; (b) Intercompany Investments (including Intercompany Investments the payment of which is made solely with Equity Interests (other than Disqualified Equity Interests) of any indirect parent of the Borrower); (c) with respect to Group Members other than the Equity Holder and the Borrower, 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 credit Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to customers suppliers in the ordinary course of business; (bd) Investments Permitted Acquisitions made solely using (i) funds on deposit in cash and Cash Equivalents and Investments that were Cash Equivalents when madethe Equity Account and/or (ii) the proceeds of any Borrowing of Loans made concurrently with such Permitted Acquisition; (ce) loans (x) Existing Investments and advances (y) additional Investments with respect thereto made or funded solely using (i) funds on deposit in the Equity Account and/or (ii) the proceeds of any Borrowing of Loans made concurrently with the making or funding of such additional Investment with respect thereto; (f) Solely with respect to directorsTax Equity Parties, employees and officers of Investments expressly permitted pursuant to the Borrower or any Restricted Subsidiary applicable Tax Equity Documents; (g) the Transactions; (h) Investments in the ordinary course of business (including consisting of UCC Article 3 endorsements for travel, entertainment collection or deposit and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstandingUCC Article 4 customary trade arrangements with customers consistent with past practices; (di) Investments made by with respect to Group Members other than the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date Equity Holder and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) accounts, chattel paper Permitted Project Undertakings and notes receivable arising from the sale or lease of goods or the performance of services Guarantees entered into in the ordinary course of business; business of Project Obligations (h) Investments received provided in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent each case that such obligations of, and other disputes with, suppliers and customers arising in the ordinary course of business; (i) Investments in an amount do not to exceed at any one time outstanding $50,000,000constitute Indebtedness); (j) Investments arising out of otherwise permitted hereunder made or funded solely using funds on deposit in the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04;Equity Account; and (k) lease, utility and other similar deposits Permitted Buyouts made solely using (i) funds on deposit in the ordinary course Buyout Reserve Account, (ii) funds on deposit in the Equity Account and/or (iii) the proceeds of business; (l) to any Borrowing of Loans made substantially concurrently with the extent constituting Investments, the Transactions; (m) Investments in an amount not to exceed the portion of the Retained Excess Cash Flow Amount on the date making of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; andPermitted Buyout.

Investments. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, make Make any advance, loan, extension of credit (by way of Guarantee guaranty or otherwise) or capital contribution to, or purchase any Equity InterestsCapital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur make any Unrestricted Subsidiary Support Obligations with respect toother investment in, any other Person (all of the foregoing, “"Investments”) "), except: (a) extensions of trade credit and credit to customers in the ordinary course of business; (b) Investments investments in cash and Cash Equivalents and Investments that were Cash Equivalents when madeEquivalents; (ci) Guarantee Obligations permitted by Section 7.2 and (ii) Guarantee Obligations arising in the ordinary course of business with respect to other obligations that do not constitute Indebtedness; (d) loans and advances to directors, employees and officers of the Borrower or any Restricted Subsidiary of the Borrower in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries or any Subsidiary of the Borrower not to exceed $10,000,000 at any one time outstanding; (de) Investments made by the Borrower or any Restricted Subsidiary of its Subsidiaries in the Borrower or any Restricted Subsidiary; provided that of its Subsidiaries with the aggregate outstanding amount proceeds of any Reinvestment Deferred Amount; (f) intercompany Investments by Loan Parties the Borrower or any of its Subsidiaries in Nonthe Borrower or any Person that, prior to such investment, is a Subsidiary; (g) Investments in Joint Ventures and in any Person who, prior to the Investment, is not a Subsidiary and who becomes, as a result of the Investment, a Subsidiary that is not a Wholly-Loan Parties Owned Subsidiary in an aggregate amount not to exceed $125,000,000 in each fiscal year; provided, that (i) up to 50% of any such amount not so invested in the period for which it is permitted may be carried over for investment in the next succeeding fiscal year only and (ii) Investments made pursuant to this clause (dg) during any fiscal year (beginning with fiscal year 2008) shall not exceed $25,000,000 at any timebe deemed made, first, in respect of amounts permitted for such fiscal year as provided above and, second, in respect of amounts carried over from the prior fiscal year pursuant to subclause (i) above; (eh) Investments in existence on the date hereof listed on Schedule 7.8(h), provided that no such Investment is increased except as permitted by the other provisions of this Section 7.8; (i) the Finance Subsidiary may execute and deliver one or more subordinated promissory notes (having terms customary for similar notes issued in transactions similar to a Permitted Receivables Financing) to the Borrower and its Subsidiaries representing the deferred purchase price of receivables sold to the Finance Subsidiary in a Permitted Receivables Financing, and the Borrower and its Subsidiaries may contribute receivables and other assets of the type referred to in the definition of "Permitted Receivables Financing" to the capital of the Finance Subsidiary in connection with a Permitted Receivables Financing; (j) acquisitions as long as, after giving effect thereto, the pro forma Consolidated Net Leverage Ratio would be less than 3.0 to 1.0 (it being understood that the Borrower may utilize any Investment existing onremaining portion of the aggregate amount described in the succeeding paragraph (k) to consummate an acquisition to the extent the pro forma Consolidated Net Leverage Ratio would equal or exceed 3.0 to 1.0 after giving effect thereto); (k) other acquisitions the aggregate consideration for which does not exceed the sum of (i) $250,000,000, or made pursuant to binding commitments existing on, (ii) the Net Cash Proceeds of Qualified Capital Stock of the Borrower issued after the Closing Date and set forth on Schedule 6.11(iii) the portion of annual Excess Cash Flow (beginning with Excess Cash Flow for fiscal year 2007) not required to be applied to the payment of the Facilities and not used for other purposes; (fl) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) accounts, chattel paper and notes receivable arising from the sale or lease of goods or the performance of services deposit accounts maintained in the ordinary course of business;; and (hm) in addition to Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations ofotherwise expressly permitted by this Section, and other disputes with, suppliers and customers arising in the ordinary course of business; (i) Investments in an amount not to exceed at any one time outstanding $50,000,000; (j) Investments arising out of the receipt by the Borrower or a Restricted Subsidiary any of noncash consideration for the sale of assets permitted under Section 6.04; (k) lease, utility and other similar deposits in the ordinary course of business; (l) to the extent constituting Investments, the Transactions; (m) Investments its Subsidiaries in an aggregate amount (valued at cost) not to exceed $100,000,000 during the portion term of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; andAgreement.

Investments. The Borrower will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, make make, incur, assume or suffer to exist any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, Investment in any other Person (all of the foregoingPerson, “Investments”) except: (a) extensions Investments existing on the Effective Date and identified in Item 7.2.4(a) ("Ongoing Investments") of the Disclosure Schedule and any extensions, renewals, modifications, restatements or replacements thereof, provided, that, no such extension, renewal, modification, restatement or replacement shall increase the amount of the original Investment; (b) Cash Equivalent Investments; (c) without duplication, Investments to the extent permitted as Indebtedness pursuant to Section 7.2.1; (d) without duplication, Investments permitted by Section 7.2.6; (e) Investments by way of contributions to capital or purchases of equity by the Borrower in any Restricted Subsidiary or by any Restricted Subsidiary in the Borrower or any other Restricted Subsidiary; (f) Investments constituting (x) accounts receivable arising, (y) trade credit and credit to customers debt granted or (z) deposits made in connection with the purchase price of goods or services, in each case in the ordinary course of business; (bg) Investments in cash and Cash Equivalents and Investments that were Cash Equivalents when made; (c) constituting loans and advances to directorsofficers, directors and employees and officers of the Borrower or any Restricted Subsidiary in (x) to finance the ordinary course purchase of business Capital Stock of the Borrower and (including y) for traveladditional purposes not contemplated by item (x), entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstandingoutstanding not exceeding $25,000,000; (dh) additional Investments made (including Contingent Liabilities) by the Borrower or any Restricted Subsidiary (including in the Borrower or Unrestricted Subsidiaries); provided, however, that at any Restricted Subsidiary; provided time 84 86 that the aggregate outstanding amount Total Leverage Ratio as of the last day of the most recently ended Fiscal Quarter is greater than 4.0:1.0, additional Investments by Loan Parties in Non-Loan Parties may not be made pursuant to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing onif, or after giving effect thereto, the aggregate amount of all Investments made pursuant to binding commitments existing onthis clause at such time would exceed the sum of (x) $100,000,000 plus (y) with respect to each Permitted Acquisition, the Closing Date greater, on the date of such Permitted Acquisition, of (1) 100% of Adjusted EBITDA of such Acquired Person determined for its four most recently elapsed fiscal quarters and set forth on Schedule 6.11; (f2) Investments to the extent that payment for such Investments is made with Qualified Equity Interests 20% of the Borrower; provided that the issuance total value of all of such Equity Interests are not included in any determination of Acquired Person's assets on such date plus (z) the Retained Excess Cash Flow then Available Investment Amount; (gi) accounts, chattel paper and notes receivable arising from payments made in accordance with tax sharing agreements of the sale or lease of goods or the performance of services nature referred to in the ordinary course proviso to the definition of business"Unrestricted Subsidiary"; (hj) promissory notes and other non-cash consideration received by the Borrower and any Restricted Subsidiary in connection with asset sales permitted pursuant to Section 7.2.6; (k) Investments (including debt obligations and Capital Stock) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary course of business; (i) Investments in an amount not to exceed at any one time outstanding $50,000,000; (j) Investments arising out of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04; (k) lease; provided, utility and other similar deposits in the ordinary course of business;however, that (l) any Investment which when made complies with the requirements of clause (a), (b) or (c) of the definition of "Cash Equivalent Investment" may continue to the extent constituting Investments, the Transactionsbe held notwithstanding that such Investment if made thereafter would not comply with such requirements; (m) Investments in an no Investment otherwise permitted by clause (d) or (h) shall be permitted to be made if any Event of Default or Payment Default has occurred and is continuing or would result therefrom; (n) no Contingent Liability shall be permitted to be incurred pursuant to clause (c) (insofar as it relates to clause (m) of Section 7.2.1) or (h) if, after giving effect thereto, the aggregate amount not of all Contingent Liabilities then outstanding pursuant to clauses (c) (insofar as it relates to clause (m) of Section 7.2.1) and (h) shall exceed the portion of sum determined at such time pursuant to the Retained Excess Cash Flow Amount on proviso to clause (h); and (o) notwithstanding anything herein to the date of such election that contrary, the Borrower elects to apply aggregate Investments made pursuant to this Section 6.11(m) in Clarx-Xxxal shall not exceed $10,000,000 unless, on or prior to the date which is 90 days after the Closing Date, Clarx-Xxxal shall have delivered a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (Guaranty and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default Borrower shall have occurred and be continuing; andpledged to the Administrative Agent, on behalf of the Lenders, its Capital Stock of Clarx-Xxxal.

Investments. The Borrower will notNo Credit Party shall, and will not nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, make any advanceAcquisition or make or own any Investment (including if made as an Acquisition) in any Person, loanincluding any Joint Venture, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) except: (a) extensions of trade credit Investments in Cash and credit to customers in the ordinary course of businessCash Equivalents; (b) (i) equity Investments owned as of the Closing Date in cash any Subsidiary and Cash Equivalents and (ii) Investments that were Cash Equivalents when mademade after the Closing Date in any Company or Guarantor; (c) loans Investments (i) in any Securities voluntarily accepted in satisfaction or partial satisfaction thereof from financially troubled account debtors, and advances (ii) deposits, prepayments and other credits to directors, employees and officers of the Borrower or any Restricted Subsidiary suppliers made in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for consistent with the Borrower past practices of Holdings and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstandingSubsidiaries; (d) Investments made by intercompany loans to the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any timeextent permitted under Section 6.1(b); (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) 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; (h) Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary course of business; (i) Investments in an amount not to exceed at any one time outstanding $50,000,000; (j) Investments arising out of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04; (k) lease, utility and other similar deposits in the ordinary course of business; (l) to the extent constituting Investments, the TransactionsInvestments in any Company or any of its Subsidiaries for purposes of making Consolidated Capital Expenditures in respect of fixed assets directly owned by any Credit Party; (mf) Investments loans and advances to employees of Holdings and its Subsidiaries made in the ordinary course of business in an aggregate principal amount not to exceed $1,000,000 at any time outstanding; (g) guaranties permitted by Section 6.1(f); (h) Hedge Agreements permitted under Section 6.1(i) to the portion extent constituting Investments; (i) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, 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; and (j) other Investments (other than Investments of the Retained Excess Cash Flow Amount on types listed in Section 6.7(a) through 6.7(i)) in an aggregate amount not to exceed $1,000,000 during the date term of this Agreement, so long as at the time of the making of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto Investment no Default or Event of Default shall have has occurred and be continuing; andis continuing or would result therefrom. Notwithstanding anything in this Section 6.7 to the contrary, in no event shall any Credit Party or any of its Subsidiaries 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. Notwithstanding anything in this Section 6.7 to the contrary, in no event shall Holdings, Lifecore or any of their direct or indirect Subsidiaries (other than Curation or any of its direct or indirect Subsidiaries) make any Investment in Curation or any of its direct or indirect Subsidiaries on or after the Closing Date without the written consent of the Administrative Agent and the Requisite Lenders other than Investments in Curation or any of its direct or indirect Subsidiaries in the ordinary course of business consistent with the past practices of Holdings and its Subsidiaries in an aggregate amount not to exceed $2,000,000 (collectively, “Permitted Curation Investments”).

Investments. The Borrower will notDirectly or indirectly make, and will not permit acquire, carry or maintain any of its Restricted Subsidiaries to, make any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution toInvestment, or purchase become or remain bound by any Equity Interestsagreement to make, bondsacquire, notescarry or maintain any Investment, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) except: (ai) extensions of trade credit Investments held on the Closing Date and credit to customers described in the ordinary course of businessSchedule 5.3(c); (bii) Investments in cash and Permitted Cash Equivalents and Investments that were Cash Equivalents when madeInvestments; (ciii) loans made by Ocular Sciences to any of its Subsidiaries, or loans made by any Subsidiary of Ocular Sciences to Ocular Sciences; (iv) loans and advances to directors, employees and officers of the either Borrower or any Restricted Subsidiary of their Subsidiaries not exceeding $2,500,000 in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding; (dv) acquisitions permitted under Section 5.3(g)(i) or (iv); (vi) Investments constituting non-cash consideration permitted to be received in connection with dispositions of assets permitted under Section 5.3(b)(iii); (vii) Investments made after the Closing Date by Ocular Sciences in any of its direct wholly-owned Subsidiaries (other than a Foreign Subsidiary and other than O.S.I. Puerto Rico); (viii) Investments made by Ocular Sciences after the Closing Date in any Foreign Subsidiary (in addition to those permitted by Section 5.3(c)(ix)) or O.S. I. Puerto Rico not exceeding $2,000,000 in the aggregate at any one time outstanding; (ix) Investments made after the Closing Date by Ocular Sciences in Ocular Sciences Limited to the extent required by the Inland Revenue Authority of the United Kingdom rules and regulations to maintain the deductibility of interest expense incurred by Ocular Sciences Limited; (x) Investments by either Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause their Subsidiaries consisting of accounts receivable from customers (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance including Subsidiaries of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (gBorrower) 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; (h) Investments amounts received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, of and other disputes withwith customers and suppliers, suppliers and customers in each case arising in the ordinary course of business;; and (ixi) other Investments so long as the unrecovered investment made by the Borrowers and their Subsidiaries therein (counted at cost and not counting recoveries fairly characterized as income) does not exceed $2,000,000 in an amount not to exceed the aggregate at any one time outstanding $50,000,000; (j) Investments arising out of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04; (k) lease, utility and other similar deposits in the ordinary course of business; (l) to the extent constituting Investments, the Transactions; (m) Investments in an amount not to exceed the portion of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; andoutstanding.

Investments. The No Borrower will notshall, and will not nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, make or own any advanceInvestment in any Person, loanincluding without limitation any Joint Venture, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) except: (a) extensions Investments in cash and Cash Equivalents; (b) equity Investments owned as of trade credit the Closing Date in any Subsidiary and credit Investments made after the Closing Date in any wholly-owned Guarantor; (c) Investments (i) received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, and (ii) deposits, prepayments and other credits to customers suppliers made in the ordinary course of business consistent with the past practices of Borrowers and their Subsidiaries; (d) intercompany loans and guarantees to the extent permitted under Section 7.1; (e) loans and advances to employees, officers and directors of Borrower and its Subsidiaries made in the ordinary course of business in an aggregate amount for all such loans and advances made under this Section 7.6(e), not to exceed $1,000,000 at any time outstanding; (f) Investments consisting of Permitted Acquisitions and Investments held by any Person acquired in any Permitted Acquisition at the time of such Permitted Acquisition (and not acquired in contemplation of such Permitted Acquisition); (g) Investments described in Schedule 7.6; (h) Investments to the extent constituting Indebtedness permitted under Section 7.1; (i) Reasonable and customary advances to officers, directors and employees of the Borrowers and their Subsidiaries in an aggregate amount not to exceed $1,000,000 at any time outstanding, for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business; (bj) Investments in cash and Cash Equivalents and Investments that were Cash Equivalents when made; (ci) loans and advances to directorsby any Borrower, employees and officers of the Borrower or (ii) by any Restricted Subsidiary in the ordinary course case of business this clause (including for travel, entertainment and relocation expensesii) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 5,000,000 at any one time outstanding; outstanding (d) Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount effect as of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to shall not count towards the extent that payment for such Investments is made with Qualified Equity Interests calculation of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) 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; (h) Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary course of business; (i) Investments in an amount not to exceed at any one time outstanding aforementioned $50,000,000; (j) Investments arising out of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.045,000,000 threshold); (k) lease, utility accounts receivable and other similar deposits extensions of trade credit arising in the ordinary course of business; (l) Investments in deposit or securities accounts opened or maintained in the ordinary course of business and containing only cash, Cash Equivalents or other Investments permitted by this Section 7.6 (without reference to the extent constituting Investments, the Transactionsthis Section 7.6(l)); (m) Investments consisting of transactions permitted by Section 7.7; (n) Investments made with Capital Stock (other than Disqualified Capital Stock) of a Borrower or with the net proceeds of any substantially concurrent issuance of Capital Stock (other than Disqualified Capital Stock) of such Borrower; (o) Investments consisting of Swap Agreements (including, without limitation, forward, spot or future contracts) for purposes of hedging interest rates or foreign exchange, in each case, entered into not for speculative purposes in the ordinary course of business; (p) Investments in the ordinary course of business, including (i) endorsements of negotiable instruments for collection or deposit, (ii) cash or other deposits otherwise permitted under Sections 7.1 and 7.2, and (iii) cxxx xxxxxxx money deposits made by a Borrower or any of its Subsidiaries in connection with any letter of intent or purchase agreement not otherwise prohibited hereunder; (q) Cash Investments in Permitted Joint Ventures in an aggregate amount not to exceed the portion greater of $5,000,000 and 25% of the Retained Excess Cash Flow Amount on Consolidated Adjusted EBITDA of the date Borrowers and their Subsidiaries at any time outstanding; and (r) other Investments in an aggregate amount not to exceed at any time the greater of (x) $5,000,000 and (y) 25% of the Consolidated Adjusted EBITDA of Borrowers and their Subsidiaries at any time outstanding. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, less any return of capital actually received by any Borrower or their Subsidiaries in cash in the form of dividends and distributions, without adjustment for subsequent increases or decreases in the value of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; andInvestment.

Investments. The Borrower Obligors will not, and will not permit any of its Restricted their respective Subsidiaries to, make any advanceInvestments, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) exceptthan: (a) extensions of trade credit and credit not described in Section 5.14(c) by the Obligors to customers any of their Subsidiaries and, to the extent any Obligor actually pays or by reason of default of a Subsidiary becomes obligated to pay thereunder, Indebtedness described in Section 5.11(a)(12) which shall not in the ordinary course aggregate exceed at any one time outstanding, or by any of businesstheir Subsidiaries to other Subsidiaries which shall not exceed, in each case at any one time outstanding $1,000,000 for MMI's fiscal year ending on or about December 31, 1998, $2,000,000 for MMI's fiscal year ending on or about December 31, 1999, and $3,000,000 for MMI's fiscal year ending on or about December 31, 2000 and each fiscal year thereafter; (b) Investments in cash property or assets to be used in the ordinary course of the business of the Obligors and Cash Equivalents and Investments that were Cash Equivalents when madeof their respective Subsidiaries as described in Section 5.5 of this Agreement; (c) loans and advances to directors, employees and officers Investments of the Borrower or any Restricted Subsidiary Obligors existing as of the Effective Date and described on SCHEDULE II hereto; (d) receivables arising from the sale of goods and services in the ordinary course of business (including for travel, entertainment of the Obligors and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding; (d) Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any timetheir respective Subsidiaries; (e) Investments in commercial paper of corporations organized under the laws of the United States or any Investment existing onstate thereof maturing in 270 days or less from the date of issuance which, at the time of acquisition by the Obligors or made pursuant to binding commitments existing onany of their respective Subsidiaries, the Closing Date and set forth on Schedule 6.11is accorded a rating of "A-1" by Standard & Poor's Ratings Group or "P-1" by Xxxxx'x Investors Service, Inc.; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests in direct obligations of the Borrower; provided that the issuance United States of such Equity Interests are not included in America or any determination agency or instrumentality of the Retained Excess Cash Flow AmountUnited States of America, the payment or guarantee of which constitutes a full faith and credit obligation of the United States of America, in either case, maturing within twelve months from the date of acquisition thereof; (g) accountsInvestments in certificates of deposit, chattel paper demand deposits and notes receivable arising time deposits maturing within one year from the sale date of issuance thereof, either (1) issued by a bank or lease trust company organized under the laws of goods the United States or any State thereof, having capital, surplus and undivided profits aggregating at least $250,000,000, PROVIDED that at the performance time of services in acquisition thereof by an Obligor or any of their respective Subsidiaries, (1) the ordinary course senior unsecured long-term debt of businesssuch bank or trust company or of the holding company of such bank or trust company is rated "A" or better by Standard & Poor's Ratings Group or "A2" or better by Xxxxx'x Investors Service, Inc. or (2) or such certificate of deposit or time deposit is issued by any bank or trust company organized under the laws of the United States or any state thereof to the extent that such Investments are fully insured by the Federal Depository Insurance Corporation; (h) Investments received in connection repurchase agreements with respect to any Security described in clause (f) of this Section 5.14 entered into with a depository institution or trust company acting as principal described in clause (g) of this Section 5.14 if such repurchase agreements are by their terms to be performed by the bankruptcy repurchase obligor and such repurchase agreements are deposited with a bank or reorganization trust company of suppliers and customers and the type described in settlement clause (g) of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary course of businessthis Section 5.14; (i) Investments in an amount not any money market fund which is classified as a current asset in accordance with GAAP, the aggregate asset value of which "marked to exceed market" is at any one time outstanding least $50,000,000100,000,000 and which is managed by a fund manager of recognized national standing regulated under the Investment Company Act of 1940, as amended, and which invests substantially all of its assets in obligations described in clauses (e) through (g) above or clause (j) below; (j) Investments arising out in publicly traded "money market" preferred stock, "Dutch Auction" preferred stock, "remarketed" preferred stock and "variable rate" preferred stock which, at the time of the receipt acquisition by the Borrower an Obligor or a Restricted Subsidiary any of noncash consideration for the sale of assets permitted under Section 6.04;its Subsidiaries, are rated "A-" by Standard & Poor's Ratings Group or "a3" or better by Xxxxx'x Investors Service, Inc.; and (k) lease, utility and other similar deposits Investments of MMI not described in the ordinary course foregoing clauses (a) through (j), PROVIDED that the aggregate amount of business; (l) to the extent constituting Investments, the Transactions; (m) all such Investments in shall not at any time exceed an amount not equal to exceed (1) 10% of Consolidated Tangible Net Worth LESS (2) the portion aggregate amount of extensions of credit outstanding pursuant to Section 5.14(a). In valuing any Investments for the Retained Excess Cash Flow Amount purpose of applying the limitations set forth in this Section 5.14, such Investments shall be taken at the original cost thereof, without allowance for any subsequent write-offs or appreciation or depreciation therein, but less any amount repaid or recovered on the date account of capital or principal. For purposes of this Section 5.14, at any time when a corporation becomes a Subsidiary of an Obligor, all Investments of such election that the Borrower elects corporation at such time shall be deemed to apply to this Section 6.11(m) in have been made by such corporation, as a written notice of a Responsible Officer thereofSubsidiary, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to at such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; andtime.

Investments. The Borrower will notNot, and will not permit any of its Restricted Subsidiaries Subsidiary to, make or permit to exist any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, Investment in any other Person Person, except (all of without duplication) the foregoing, “Investments”) exceptfollowing: (a) extensions contributions by the Company to the capital of trade credit and credit any of its Subsidiaries, or by any such Subsidiary to customers in the ordinary course capital of businessany of its Subsidiaries; (b) Investments by the Company in cash and Cash Equivalents and Investments that were Cash Equivalents when madeany Subsidiary or by any Subsidiary in the Company, or by any Subsidiary in any other Subsidiary, by way of intercompany loans, advances or guaranties, all to the extent permitted by Section 9.7; (c) loans and advances to directors, employees and officers of the Borrower or any Restricted Subsidiary in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstandingSuretyship Liabilities permitted by Section 9.7; (d) Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any timeCash Equivalent Investments; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) 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; (h) Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary course of business; (i) Investments in an amount not to exceed at any one time outstanding $50,000,000; (j) Investments arising out of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04; (k) lease, utility and other similar bank deposits in the ordinary course of business; (f) 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; (g) Investments to consummate Acquisitions permitted by Section 9.10; (h) Investments in an aggregate amount not exceeding $60,000,000 at any one time outstanding in Persons engaged in businesses in which the Company and its Subsidiaries are permitted to engage hereunder (provided that any Investment made with the proceeds of any offering of Capital Stock (other than Disqualified Stock) or Subordinated Debt of the Company shall be disregarded when determining compliance with the aggregate dollar limit in this clause (h)); (i) consumer loans and leases entered into, purchased or otherwise acquired by the Company or its Subsidiaries, as lender, lessor or assignee, as applicable, in the ordinary course of business; (j) Investments in an aggregate not to exceed nine percent (9%) of the outstanding limited partnership interests (calculated as of June 26, 2008) in Penske Truck Leasing Co., L.P., a Delaware limited partnership; (k) Foreign Investments; (l) to the extent constituting Investments, the Transactions;Investments set forth on Schedule 9.19; and (m) such other Investments consented to by the Required Lenders in an amount not to exceed the portion of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so appliedtheir sole discretion; provided that (x) any Investment which when made complies with the 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; and (y) no Investment otherwise permitted by clause (a), (b), (c), (g), (h) or (j) shall be permitted to be made if, immediately before or after giving effect thereto no thereto, any Event of Default shall have occurred and be continuing; andor Unmatured Event of Default exists.

Investments. The Make, or suffer to exist, any Investment in any Person, including, without limitation, any shareholder, director, officer or employee of the Borrower will not, and will not permit or any of its Restricted Subsidiaries toSubsidiaries, make any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) except: (a) extensions Investments in: (A) direct obligations of trade credit the United States of America or of any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America, provided that any such obligations shall mature within one year of the date of issuance thereof; (B) commercial paper rated at least P-1 by Moody’s and at least A-1 by S&P maturing within one year of the date of issuance thereof; (C) certificates of deposit issued by any Lender or by any United States commercial bank having capital and surplus of not less than $500,000,000 which have a maturity of one year or less; (D) repurchase obligations with a term of not more than 7 days for underlying securities of the types described in subsection (i) above entered into with any bank meeting the qualifications specified in subsection (iii) above, provided all such agreements require physical delivery of the securities securing such repurchase agreement, except those delivered through the Federal Reserve Book Entry System; and (E) money market funds that invest solely, and which are restricted by their respective charters to customers invest solely, in investments of the type described in the immediately preceding subsections (i), (ii), (iii), and (iv). (b) Investments by the Borrower in any Subsidiary, and by any Subsidiary in the Borrower or another Subsidiary. (c) The acquisition by the Borrower and its Subsidiaries, on a Consolidated basis, of Health Care Facilities and Mortgages and any real estate, whether developed or undeveloped, and subject to Section 7.08(d), Investments in Operators in the ordinary course of business; (b) Investments in cash and Cash Equivalents and Investments that were Cash Equivalents when made; (c) loans and advances to directors, employees and officers of the Borrower or any Restricted Subsidiary in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding;. (d) Investments made not otherwise permitted by the Borrower or this Agreement in any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; Person provided that the aggregate outstanding amount Cash portion of all such Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall does not exceed $25,000,000 an amount equal to 25% of Consolidated Total Assets as at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) 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; (h) Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary course of business; (i) Investments in an amount not to exceed at any one time outstanding $50,000,000; (j) Investments arising out of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04; (k) lease, utility and other similar deposits in the ordinary course of business; (l) to the extent constituting Investments, the Transactions; (m) Investments in an amount not to exceed the portion of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer determination thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; andto any such Investment.

Investments. The Neither the Borrower will not, and will not permit nor any of its Restricted Subsidiaries to, will make or acquire after the date hereof any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase Investment in any Equity Interests, bonds, notes, debentures or Person other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) exceptthan: (a) extensions of trade credit and credit to customers Investments in the ordinary course Borrower or in Persons that are Subsidiaries of businessthe Borrower on the date hereof; (b) Investments in cash Persons that are (i) primarily engaged in the health-care business and Cash Equivalents and Investments that were Cash Equivalents when made(ii) after the making of such Investment, are Subsidiaries of the Borrower; (c) loans Temporary Cash Investments; (d) extensions of credit or Guarantees of obligations of one or more other Persons (other than Encore Nursing Center Partners, Ltd.-85 and advances Encore Retirement Partners, Ltd.-85) as an integral part of the financing of the acquisition, construction, equipping or improving of facilities from which the Borrower or its Subsidiaries will provide medical or related services; (e) other miscellaneous Investments related to directors, employees the acquisition and officers financing (in the ordinary course of the Borrower's business) of health-care facilities through industrial development revenue bonds issued for the benefit of the Borrower and its Subsidiaries; (f) capital contributions required to be made by the Borrower to Bevexxx Xxxemnity, Ltd. in accordance with applicable law and insurance regulations; (g) stock, obligations or any Restricted Subsidiary securities received from nursing home patients in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for of the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding; (d) Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) accounts, chattel paper and notes receivable arising from the sale or lease of goods or the performance of services in the ordinary course of businessSubsidiaries; (h) Investments received in connection with the bankruptcy negotiable instruments endorsed for deposit or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising collection or similar instruments in the ordinary course of business; (i) promissory notes and other Investments in an amount not to exceed received as consideration for facilities sold, provided that the aggregate net book value of all outstanding Investments permitted by this clause (i) shall not, at any one time outstanding time, exceed $50,000,00025,000,000; (j) Investments arising out of the receipt Guarantees permitted by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.045.13; (k) lease, utility any Investment made by the Borrower or any of its Subsidiaries in connection with and other similar deposits in the ordinary course as part of businessa Workout Transaction; (l) Investments made by the Borrower or any of its Subsidiaries in one or more Special Purpose Receivables Financing Subsidiaries by means of the sale of, or the granting of security interests in, Medicare, Medicaid or other patient accounts receivable owing to the extent constituting InvestmentsBorrower or such Subsidiary, in either case to such Special Purpose Receivables Financing Subsidiaries pursuant to a Receivables Financing Program, provided that the Transactionsnet amount of all uncollected accounts receivable owing to the Borrower or any of its Subsidiaries that have been so sold or in which a security interest has been so granted shall not exceed 200% of the aggregate principal or redemption amount of all Permitted Receivables Financing Securities then outstanding; (m) Investments made in Bevexxx Xxxan Corporation in an aggregate amount outstanding at any time not to exceed $10,000,000; (n) Investments made in Persons that are primarily engaged in the portion health-care business, the consideration for which consists exclusively of common stock of the Retained Excess Cash Flow Amount on Borrower or Permitted Preferred Stock; and (o) any Investment not otherwise permitted by the date foregoing clauses of such election that the Borrower elects to apply to this Section 6.11(m(other than promissory notes and other Investments received as consideration for facilities sold) in a written notice of a Responsible Officer thereofany Person engaged primarily in the health-care business if, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to after such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; andInvestment is made or acquired, the

Investments. The Borrower will notNo Credit Party shall, and will not nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, make or own any advanceInvestment in any Person, loanincluding without limitation any Joint Venture, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) except: (a) extensions of trade credit Investments in Cash and credit to customers in the ordinary course of businessCash Equivalents; (b) (i) equity Investments owned as of the date hereof in cash any Subsidiary (other than, for purposes of this clause (i), Merger Sub or Amazys) (ii) Investments made after the Closing Date in any wholly-owned Guarantor Subsidiary, (iii) if, and Cash Equivalents only to the extent that, Merger Sub is utilized to effect the Tender Offer, Investments made on the Closing Date and from time to time thereafter during the Delayed Draw Term Loan Commitment Period with the proceeds of the Term Loans, the Subsequent Draw Term Loans and/or the Second Lien Term Loans, in Merger Sub to enable Merger Sub to make Permitted Acquisitions set forth in paragraph (b) of the definition thereof and (iv) Investments that were Cash Equivalents when mademade after the Closing Date in any Foreign Subsidiaries (which, for the avoidance of doubt, shall include loans borrowed by any Foreign Subsidiary from any Credit Party (other than for the purposes set forth on clause (iii) above) under Section 6.1(b)(iii)) in an amount not to exceed $3.0 million in the aggregate; (c) loans Investments (i) in any Securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors and advances (ii) deposits, prepayments and other credits to directors, employees and officers of the Borrower or any Restricted Subsidiary suppliers made in the ordinary course of business consistent with the past practices of Company and its Subsidiaries; (including for travel, entertainment d) intercompany loans to the extent permitted under Section 6.1(b); (e) Consolidated Capital Expenditures permitted by Section 6.8(c); (f) loans and relocation expenses) advances to employees of Company and its Subsidiaries made in the ordinary course of business in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding; (d) Investments made by the Borrower or any Restricted Subsidiary 1,000,000 in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amountaggregate; (g) accounts, chattel paper and notes receivable arising from the sale or lease of goods or the performance of services in the ordinary course of businessInvestments constituting Permitted Acquisitions permitted pursuant to Section 6.9; (h) Investments received described in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary course of business;Schedule 6.7; and (i) other Investments in an aggregate amount not to exceed at any one time outstanding $50,000,000; (j) Investments arising out of 2,500,000. Notwithstanding the receipt by the Borrower foregoing, in no event shall any Credit Party make any Investment which results in or a facilitates in any manner any Restricted Subsidiary of noncash consideration for the sale of assets Junior Payment not otherwise permitted under the terms of Section 6.04; (k) lease, utility and other similar deposits in the ordinary course of business; (l) to the extent constituting Investments, the Transactions; (m) Investments in an amount not to exceed the portion of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; and6.5.

Investments. The Borrower will notNot, and will not permit any of its Restricted Subsidiaries other Loan Party to, make or permit to exist any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, Investment in any other Person (all of Person, except the foregoing, “Investments”) exceptfollowing: (a) extensions The creation of trade credit any Wholly-Owned Subsidiary and credit contributions by Borrower to customers the 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 the ordinary course of businesseach case in accordance with Section 6.8; (b) Investments in cash and Cash Equivalents and Investments that were Cash Equivalents when madeEquivalent Investments; (c) loans and advances to directors, employees and officers of the Borrower or any Restricted Subsidiary in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding; (d) Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) 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; (h) Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary course of business; (i) Investments in an amount not to exceed at any one time outstanding $50,000,000; (j) Investments arising out of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04; (k) lease, utility and other similar bank deposits in the ordinary course of business; (d) Investments listed on Schedule 7.10 as of the Closing Date, together with any roll-over or reinvestment of such Investment(s); (e) any purchase or other acquisition by Borrower or any Wholly-Owned Subsidiary of Borrower of the assets or equity interests of any Subsidiary of Borrower; (f) transactions among Loan Parties permitted by Section 7.4; [Keystone] Credit Agreement - 50 - (g) Hedging Obligations permitted under Section 7.1(e); (i) advances given to employees and directors in the ordinary course of business and (ii) other emergency or special circumstance advances given to employees not to exceed in the case of clauses (i) and (ii) taken together $50,000 in the aggregate outstanding at any time; (i) lease, utility and other similar deposits made in the ordinary course of business and trade credit extended in the ordinary course of business; (j) Investments consisting of the non-cash portion of the consideration received in respect of Dispositions permitted hereunder; (k) Investments in foreign Subsidiaries not to exceed the net aggregate amount of $500,000 per year and $2,500,000 prior to the Term Loan Maturity Date (l) to non-cash Investments in connection with joint ventures or strategic alliances in the extent constituting Investmentsordinary course of Borrower’s business, consisting of the non-exclusive licensing of Intellectual Property, the Transactionsdevelopment of technology or the providing of technical support; (m) Investments in an amount not to exceed the portion permitted by Borrower or any Loan Party as a result of the Retained Excess Cash Flow Amount on receipt of insurance and/or condemnation proceeds in accordance with the date Loan Documents; and (n) Investments (i) received as a result of such election that the Borrower elects to apply to this Section 6.11(mbankruptcy or reorganization of any Person or taken in settlement of or other resolution of claims or disputes or (ii) in a written notice securities of a Responsible Officer customers and suppliers received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and bona fide disputes with, customers and suppliers, and, in each case, extensions, modifications and renewals thereof. Notwithstanding the foregoing, which notice shall set forth the Retained Excess Cash Flow Amount in any case, any Loan Party (and the calculation thereof in reasonable detailother than Borrower) immediately prior may make distributions to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; andits parent.

Investments. The Borrower will notNot, and will not permit any of its Restricted Subsidiaries Subsidiary to, make or permit to exist any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, Investment in any other Person Person, except (all of without duplication) the foregoing, “Investments”) exceptfollowing: (a) extensions contributions by the Company to the capital of trade credit and credit any of its Subsidiaries, or by any such Subsidiary to customers in the ordinary course capital of businessany of its Subsidiaries; (b) Investments by the Company in cash and Cash Equivalents and Investments any Subsidiary or by any Subsidiary in the Company, by way of intercompany loans, advances or guaranties, all to the extent permitted by Section 9.7, provided that were Cash Equivalents when madeneither the Company nor any Subsidiary may Guarantee, or otherwise provide any credit support of any kind (including any undertaking, Guarantee, indemnity, agreement or instrument that would constitute Indebtedness) with respect to any Indebtedness of an Unrestricted Subsidiary or otherwise have any direct or indirect liability with respect to any such Indebtedness, in each case other than under Customary Recourse Arrangements; (c) loans and advances to directors, employees and officers of the Borrower or any Restricted Subsidiary in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstandingGuarantees permitted by Section 9.7; (d) Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any timeCash Equivalent Investments; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) 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; (h) Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary course of business; (i) Investments in an amount not to exceed at any one time outstanding $50,000,000; (j) Investments arising out of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04; (k) lease, utility and other similar bank deposits in the ordinary course of business; (lf) 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; (g) Investments existing on the Initial Closing Date and listed on Schedule 9.20; (h) accounts receivable (including Motor Vehicle Receivables) arising and trade credit granted in the ordinary course of business and any securities received in satisfaction or partial satisfaction thereof in connection with accounts of financially troubled Persons to the extent constituting Investments, the Transactionsreasonably necessary to prevent or limit loss; (mi) Investments residual or subordinate interests retained by the Company or any Subsidiary in an amount not to exceed the portion connection with a Securitization of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount Motor Vehicle Receivables owing (and the calculation thereof in reasonable detail) immediately prior to such election Securitization) to the Company or any Subsidiary (other than an Unrestricted Subsidiary or an Excluded Subsidiary); (j) Investments to consummate Acquisitions permitted by Section 9.10; (k) (x) bona fide Hedging Agreements entered into by the Company or any Subsidiary (other than an Unrestricted Subsidiary) with an Unrestricted Subsidiary to protect against fluctuations in interest rates (and not entered into for speculative purposes) in respect of Indebtedness of such Unrestricted Subsidiary so long as the notional amount of Indebtedness hedged thereby does not exceed the amount thereof elected of Indebtedness of such Unrestricted Subsidiary reasonably expected to be so appliedoutstanding and (y) other Hedging Agreements (not entered into with any Unrestricted Subsidiary) entered into for bona fide hedging purposes and not for speculation; (l) Investments, in addition to the Investments listed above, in an aggregate amount not exceeding $25,000,000; provided that (x) any Investment which when made complies with the 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; and (y) no Investment otherwise permitted by clause (b), (c), (j), (k) or (l) shall be permitted to be made if, immediately before or after giving effect thereto no thereto, any Event of Default shall have occurred and be continuing; andor Unmatured Event of Default exists.

Investments. The No Borrower will, nor will not, and will not it permit any of its Restricted Subsidiaries to, make or permit to remain outstanding any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) Investments except: (a) extensions Investments outstanding on the date hereof and identified in Part B of trade credit Schedule 3.16 of the Disclosure Supplement; (b) Permitted Acquisitions; (c) Permitted Investments; (d) intercompany loans made by GEO to Restricted Subsidiaries and credit by Restricted Subsidiaries to customers GEO or to other Restricted Subsidiaries, provided that intercompany loans made to Restricted Subsidiaries that are both not Corrections and not a Guarantor (i) may not exceed $25,000,000 in an aggregate principal amount at any time outstanding and (ii) shall be evidenced by commercially reasonable promissory notes pledged and delivered to the Administrative Agent pursuant to the Collateral Agreement; (e) Hedging Agreements entered into to hedge, manage or mitigate risks to which GEO or any Restricted Subsidiary is exposed in the conduct of its business or the management of its liabilities; (f) operating deposit accounts with banks; (g) to the extent they constitute Investments, contributions to Plans and Multiemployer Plans; (h) Guarantees permitted by Section 6.01; (i) Investments consisting of security deposits with utilities and other like Persons made in the ordinary course of business; (bj) Investments in cash and Cash Equivalents and Investments that were Cash Equivalents when made; Unrestricted Subsidiaries, joint ventures and/or Other Consolidated Persons (c) loans and advances to directors, employees and officers of the Borrower or any Restricted Subsidiary in the ordinary course of business (including for travel, entertainment and relocation expensesx) in an aggregate principal amount for all such Investments made after the Borrower and its Restricted Subsidiaries date hereof not to exceed $10,000,000 at 60,000,000 (the “Cumulative Cap”) or (y) made for the purpose of constructing Facilities or improvements to Facilities for so long as such Investments are not outstanding more than two years from the date of the Investment, provided that (i) the Cumulative Cap shall be increased from time to time by the aggregate amount of dividends, distributions, returns of capital or other payments received in cash after the Restatement Effective Date by GEO and the Restricted Subsidiaries from Unrestricted Subsidiaries in respect of Equity Interests of Unrestricted Subsidiaries (except that any one time outstanding; such amount included in Net Income shall increase the Cumulative Cap by only 50% of such amount) and (dii) in the case of Investments made as permitted by the Borrower or any Restricted Subsidiary foregoing clause (y) (A) all such Investments made in Persons that are not wholly-owned Unrestricted Subsidiaries shall be in the Borrower form of senior secured or any unsecured loans, shall have no contractual restrictions or limitations on repayment and shall be evidenced by promissory notes delivered in pledge under the Collateral Agreement, (B) not later than the second anniversary of each such Investment, the amount thereof shall be recovered by GEO or the relevant Restricted Subsidiary; provided that , as the case may be, in cash in the form of repayment of principal (in the case of loans) or return of capital (in the case of equity) and (C) the aggregate outstanding amount of such Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 75,000,000 at any time; time outstanding (e) any Investment existing oncalculated as the aggregate amount invested minus the aggregate amount recovered, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) accounts, chattel paper and notes receivable arising from the sale or lease of goods or the performance of services as described in the ordinary course of business; foregoing clause (h) Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary course of business; (i) Investments in an amount not to exceed at any one time outstanding $50,000,000; (j) Investments arising out of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04B)); (k) lease, utility Investments in an aggregate amount (excluding Equity Interests of GEO and/or its Subsidiaries but including the assumption of Indebtedness in connection with such Investments) made after the date hereof not exceeding the amount of Net Available Proceeds from Equity Issuances consummated after the date hereof and other similar deposits in the ordinary course of businessnot used to make Permitted Acquisitions; (l) to additional Investments not exceeding $40,000,000 in the extent constituting Investments, the Transactionsaggregate at any time outstanding; (m) Investments in an amount not to exceed the portion Subsidiaries of the Retained Excess Cash Flow Amount GEO outstanding on the date hereof (and any refinancing thereof provided that the aggregate principal amount thereof is not increased); (n) Investments made in the ordinary course of business in customers constituting capital leases entered into with such customers in connection with contracts for services entered into by GEO and/or any Restricted Subsidiary with such customers; and (o) Investments in Restricted Subsidiaries that are Corrections or Guarantors. For purposes of Section 6.04(l), the aggregate outstanding 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 market value of property, loaned, advanced, contributed, transferred or otherwise invested that gives rise to such Investment minus (B) the aggregate amount of dividends, distributions or other payments received in cash or property in respect of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and Investment; the amount thereof elected to of an Investment shall not in any event be so applied; provided reduced by reason of any write-off of such Investment nor increased by any increase in the amount of earnings retained in the Person in which such Investment is made that after giving effect thereto no Event of Default shall have occurred and be continuing; andnot been dividended, distributed or otherwise paid out.

Investments. The Borrower will notMake or hold any Investments, and will not permit any of its Restricted Subsidiaries to, make any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) except: : (a) extensions Investments held by the Borrower and its Subsidiaries in the form of trade credit and credit to customers cash or Cash Equivalents (or any other Investments by a Broker-Dealer Subsidiary in the ordinary course of business; ); (b) Investments in cash and Cash Equivalents and Investments that were Cash Equivalents when made; (c) loans and advances to directorsofficers, directors and employees and officers of the Borrower and Subsidiaries in an aggregate amount not to exceed $2,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (c) (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the ClosingFirst Amendment Effective Date, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties, and (iv) additional Investments by the Borrower and its Subsidiaries in Subsidiaries that are not Loan Parties; provided, that, the aggregate amount of all such Investments permitted pursuant to clause (c)(iv) shall not exceed $5,000,000; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02 (other than by reference to this Section 7.03 (or any Restricted Subsidiary clause hereof)); (f) Investments existing on the ClosingFirst Amendment Effective Date (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03; (g) Permitted Acquisitions; (h) Investments in securities of trade creditors, customers and other obligors in the ordinary course of business received in connection with the settlement of debts, the satisfaction of judgments, settlements, compromises or resolutions of litigation, arbitration or other disputes, upon foreclosure or pursuant to any plan of reorganization or liquidation or similar arrangement upon the bankruptcy or insolvency of such trade creditors, customers or other obligors; (including for traveli) (i) Investments by any Loan Party or a Broker-Dealer Subsidiary in a Broker- Dealer Subsidiary, entertainment and relocation expenses(ii) Investments by any Loan Party or any Broker-Dealer Subsidiary in an the form of the purchase by such Person of any Investment held by a Broker-Dealer Subsidiary, in each case, with the intent of permitting such Broker-Dealer Subsidiary to finance the working capital needs of such Broker-Dealer Subsidiary or to comply with requirements of Section 7.19; provided, that, the aggregate principal amount for the Borrower and its Restricted Subsidiaries of all such Investments (other than Investments made to cause a Broker-Dealer Subsidiary to be in compliance with Section 7.207.19) shall not to exceed $10,000,000 50,000,000 at any one time outstanding;; 92 CHAR1\1816984v1CHAR1\1816984v7 (dj) Swap Contracts permitted by Section 7.02(e); (k) Investments in joint ventures made by after the Borrower or any Restricted Subsidiary ClosingFirst Amendment Effective Date in the Borrower or any Restricted Subsidiary; provided that the an aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant not to this clause (d) shall not exceed $25,000,000 5,000,000 at any time; one time outstanding; (el) good faith xxxx xxxxxxx money deposits in connection with any letter of intent or purchase agreement with respect to a Permitted Acquisition or an Investment existing onpermitted by this Section 7.03; provided, or made pursuant to binding commitments existing onthat, the Closing Date and set forth on Schedule 6.11; not more than ten (f10%) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance purchase price in respect of such Equity Interests are not included letter of intent or purchase agreement has been deposited as a xxxx xxxxxxx money deposit; (m) deposits in any determination connection with obligations in respect of the Retained Excess Cash Flow Amount; (g) accounts, chattel paper and notes receivable arising from the sale or lease of goods or the performance of services bids, trade contracts (other than for Indebtedness), leases (other than Capitalized Leases), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; business for sums not more than ninety (h90) Investments received days overdue or being contested in connection good faith by appropriate proceedings for which adequate reserves have been established in accordance with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising GAAP; (n) deposits in the ordinary course of business; business consistent with past practices to secure the performance of operating leases and payment of utility contracts; (i) Investments in an amount not to exceed at any one time outstanding $50,000,000; (jo) Investments arising out of the receipt by the Borrower or a Restricted Subsidiary any of noncash its Subsidiaries of non-cash consideration for the sale of assets permitted under Section 6.04; 7.05; and (kp) lease, utility the Gigabyte Acquisition (it being understood and other similar deposits in agreed that (i) the ordinary course of business; (l) Lenders consented to the extent constituting Investmentsconsummation of the Gigabyte Acquisition on the date of consummation of the Gigabyte Acquisition, and (ii) this Section 7.03(p) is deemed to have permitted the Transactions; consummation of the Gigabyte Acquisition on the date of consummation of the Gigabyte Acquisition; and (mq) (p) other Investments not otherwise permitted by this Section 7.03 in an aggregate amount not to exceed the portion of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; and$10,000,000 at any one time outstanding.

Investments. The Borrower Company will not, and nor will not it permit any of its Restricted Subsidiaries Subsidiary to, make or suffer to exist any advanceInvestments (including without limitation, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution loans and advances to, or purchase any Equity Interestsand other Investments in, bonds, notes, debentures or other debt securities ofSubsidiaries), or any assets constituting a business unit ofcommitments therefor, or incur to become or remain a partner in any Unrestricted Subsidiary Support Obligations with respect topartnership or joint venture, any other Person (all of the foregoing, “Investments”) except: (a) extensions Cash and Cash Equivalent Investments. (b) Investments (i) by the Company in any of trade credit its Domestic Subsidiaries which are Loan Parties, (ii) by the Company in any of its Foreign Subsidiaries, in an aggregate principal amount at any time outstanding, when taken together with Indebtedness permitted under Section 6.10(e)(ii), not greater than $250,000, (iii) by the Company in any of its Domestic Subsidiaries which are not Loan Parties, in an aggregate principal amount at any time outstanding, when taken together with Indebtedness permitted under Section 6.10(e)(iii), not greater than $250,000, (iv) by any of the Company’s Subsidiaries in the Company, so long as any such Investment that is comprised of Indebtedness is subordinated to payment of the Secured Obligations to the written satisfaction of the Administrative Agent, which satisfaction shall not be unreasonably withheld, (v) by any Loan Party to any other Loan Party, or (vi) by any Subsidiary of the Company that is not a Loan Party to any other Subsidiary of the Company that is not a Loan Party. (c) Investments constituting Permitted Acquisitions permitted under Section 6.14, or other Acquisitions to which the Administrative Agent has consented. (d) Travel, relocation and credit expense advances to customers management and prospective management personnel and employees in the ordinary course of business;. (be) Loans to officers and employees in an aggregate principal amount not to exceed $300,000 at any time outstanding. (f) Investments in cash and Cash Equivalents and Investments that were Cash Equivalents when made;securities of account debtors received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any such account debtor. (cg) loans Payments of any working capital adjustments, earnout payments and advances similar payments (A) in connection with Permitted Acquisitions up to directors, employees and officers $8,000,000 in the aggregate (with such amount reducing availability under Section 6.14) or (B) to which the Administrative Agent has consented in connection with other Acquisitions not made in reliance upon Section 6.14 but otherwise consented to by the Required Lenders. (h) Investments acquired in connection with the settlement of the Borrower or any Restricted Subsidiary delinquent accounts in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding; (d) Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) 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; (h) Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations ofor customers. (i) Deposits, prepayments and other disputes with, credits to suppliers and customers arising service providers made in the ordinary course of business; (i) Investments in an amount not to exceed at any one time outstanding $50,000,000; (j) Investments arising out , and customary trade arrangements with customers and accounts receivable of the receipt by the Borrower Company and its Subsidiaries created or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04; (k) lease, utility and other similar deposits acquired in the ordinary course of business;. (lj) to the extent constituting Other Investments, provided that the Transactions; (m) Investments in an aggregate principal amount not to exceed the portion of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; andother Investments does not exceed $1,000,000 at any time outstanding.

Investments. The Borrower Such Obligor will not, and will not permit any of its Restricted Subsidiaries to, make any advancemake, loan, extension of credit (by way of Guarantee directly or otherwise) or capital contribution toindirectly, or purchase permit to remain outstanding any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) Investments except: (a) extensions of trade credit and credit Investments (but without giving effect to customers the cash return provision contained in the ordinary course definition thereof) outstanding on the date hereof and identified in Schedule 9.05 and any renewals, amendments and replacements thereof that do not increase the amount thereof of businessany such Investment, net of cash returns thereon, or require that any additional Investment be made (unless otherwise permitted hereunder); (b) Investments operating deposit accounts with banks (or similar deposit-taking institutions) and securities accounts that, in cash and Cash Equivalents and Investments that were Cash Equivalents when made;the case maintained by Obligors, shall, after -120- 4882-5123-7900 v.12 the Account Control Agreement Completion Date, be, Controlled Accounts (unless such accounts constitute Excluded Accounts); -121- 4882-5123-7900 v.12 (c) loans and advances to directors, employees and officers extensions of the Borrower or any Restricted Subsidiary credit in the ordinary course nature of business (including for travel, entertainment and relocation expenses) accounts receivable or notes receivable arising from the sales of goods or services in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstandingOrdinary Course; (d) Permitted Cash Equivalent Investments; (e) Investments made by the Borrower an Obligor (i) in another Obligor, (ii) in connection with a Permitted Acquisition, or any Restricted (iii) in a Subsidiary in the Borrower or any Restricted Subsidiarythat is not an Obligor; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties made pursuant to this clause (diii) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11;an amount permitted under Section 9.01(g). (f) Investments to the extent by a Subsidiary that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included an Obligor in any determination of the Retained Excess Cash Flow Amountother Subsidiary that is not an Obligor; (g) accounts, chattel paper and notes receivable arising from Investments permitted by Bxxxxxxx’s investment policy as approved in writing (including any amendments thereto) by the sale or lease of goods or Administrative Agent following the performance of services in the ordinary course of businessClosing Date; (h) Investments consisting of prepaid expenses, deposits under commercial contracts for the purchase of assets permitted under this Agreement, 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, and other deposits and cash collateral constituting Permitted Liens; (i) employee, officer and director loans, travel advances and guarantees in accordance with the Borrower’s usual and customary practices with respect thereto (if permitted by applicable Laws) which in the aggregate shall not exceed $2,500,000 outstanding at any time (or the Equivalent Amount in other currencies) and non-cash loans to employees, officers, or directors relating to the purchase of Equity Interests of the Borrower pursuant to employee stock purchase plans or agreements; (j) Investments received in connection with the bankruptcy any Insolvency Proceedings in respect of any customers, suppliers or reorganization of suppliers and customers clients and in settlement of delinquent obligations of, and other disputes with, customers, suppliers and customers arising in the ordinary course of business; (i) Investments in an amount not to exceed at any one time outstanding $50,000,000; (j) Investments arising out of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04clients; (k) lease, utility and other similar deposits the increase in the ordinary course value of businessany Investment otherwise permitted pursuant to this Section 9.05; (l) other Investments in an aggregate amount not to exceed $10,000,000 (or the Equivalent Amount in other currencies); (m) Investments of any Person in existence at the time such Person becomes a Subsidiary; provided such Investment was not made in connection with or anticipation of such Person becoming a Subsidiary and any modification, replacement, renewal or extension thereof; (n) non-cash Investments in joint ventures or strategic alliances made in the -122- 4882-5123-7900 v.12 Ordinary Course consisting of the non-exclusive licensing of Intellectual Property in -123- 4882-5123-7900 v.12 connection with the development of technology or the providing of technical support; provided, further that no such Investment shall be with any Affiliate of an Obligor or entered into for the purposes of evading the terms and conditions of this Agreement; (o) Permitted Hedging Agreements; (p) to the extent constituting Investments, Investments in the Transactionsform of Permitted Bond Hedge Transactions and Permitted Warrant Transactions to the extent permitted pursuant to Section 9.01(k), in each case, entered into in connection with Permitted Convertible Debt to the extent permitted pursuant to Section 9.01(p); (mq) Investments in an amount not to exceed consisting of the non-cash portion of the Retained Excess Cash Flow Amount on the date of such election that sales consideration received by the Borrower elects or any of its Subsidiaries in connection with any Asset Sale permitted under Section 9.09; (r) Investments permitted under Section 9.03; (s) Investments consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business. Notwithstanding anything in this Agreement to apply the contrary, (i) the Borrower shall not, and shall not permit any of its Subsidiaries to this (x) directly or indirectly transfer, contribute, sell, assign, lease or sublease, license or sublicense, or otherwise dispose of, any Material Intellectual Property to any Person other than the Borrower or a Subsidiary Guarantor, other than pursuant to Permitted Licenses or (y) permit any Person other than the Borrower or a Subsidiary Guarantor to hold any interest in such Material Intellectual Property (other than (A) pursuant to non- exclusive intercompany licenses or Permitted Licenses or (B) as permitted by Section 6.11(m9.09(g)), and (ii) in no Material Intellectual Property shall be contributed as an Investment to any Subsidiary other than a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount Subsidiary Guarantor (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; andother than Permitted Licenses).

Investments. The Borrower Borrowers will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, purchase or hold beneficially any stock or other securities or evidences of indebtedness of, make or permit to exist any advance, loan, extension of credit (by way of Guarantee loans or otherwise) or capital contribution advances to, or purchase create or acquire any Equity Interests, bonds, notes, debentures Subsidiary or other debt securities of, make any investment or acquire any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect tointerest whatsoever in, any other Person (all of the foregoingPerson, “Investments”) except: (a) extensions investments in Cash and Cash Equivalents; (b) any investment by the Company or any of trade credit its Subsidiaries in the stock of any Subsidiary or in the stock of any Affiliate set forth on Schedule 4.4; provided, that, equity and credit debt investments made by the Obligors in Foreign Subsidiaries after the Closing Date shall not exceed $2,500,000 at any one time outstanding; (c) Intercompany Loans made by (i) an Obligor to customers a Foreign Subsidiary either (A) prior to the Closing Date that are listed on Schedule 6.3, or (B) in an aggregate amount, together with all equity investments made by the Obligors in Foreign Subsidiaries after the Closing Date, not to exceed $2,500,000 at any one time outstanding, (ii) an Obligor to another Obligor, or (iii) a Foreign Subsidiary to an Obligor or another Foreign Subsidiary; provided, that each Intercompany Loan owing from an Obligor to a Foreign Subsidiary shall be subject to the terms of the Intercompany Subordination and Payment Agreement; (d) travel advances to officers and employees of the Borrower or any of its Subsidiaries or any other similar advances in the ordinary course of business; (be) Investments advances in cash and Cash Equivalents and Investments that were Cash Equivalents when made; (c) loans and advances to directorsthe form of progress payments, employees and officers of the Borrower prepaid rent or security deposits or any Restricted Subsidiary in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding; (d) Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) accounts, chattel paper and notes receivable arising from the sale or lease of goods or the performance of services other similar advances in the ordinary course of business; (f) promissory notes in an aggregate outstanding principal amount of up to $1,000,000 from buyers of dispositions permitted by Section 6.5; (g) investments in existence on the date of this Agreement and listed on Schedule 6.3; (h) Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising transactions described in the ordinary course definitions of business“Rate Hedging Obligations” and “FX and Currency Option Obligations”, in each case to the extent permitted under Section 6.2; (i) Investments investments in Pureline made (i) between January 1, 2009 and July 31, 2009 in an amount not to exceed at any one time outstanding $50,000,000; (j) Investments arising out of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04; (k) lease, utility and other similar deposits 3,500,000 in the ordinary course of business; aggregate, and (lii) to the extent constituting Investmentsbetween January 1, the Transactions; (m) Investments 2010 and July 31, 2010 in an amount not to exceed $4,500,000 in the portion of aggregate; provided, that, (A) in each case, the Retained Excess Cash Flow Amount on the date amount of such election that investments shall be counted against the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall Capital Expenditures covenant set forth in Section 5.12 for the Retained Excess Cash Flow Amount applicable period and shall not be permitted if the making of such investment would cause the Company to breach such Capital Expenditures covenant, (and the calculation thereof in reasonable detailB) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Default or Event of Default shall have occurred exists at the time of such investment, and be continuing(C) the Company complies with all applicable provisions of Section 5.14 in connection therewith; and (j) other investments not to exceed $1,000,000 at any one time outstanding.

Investments. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, make any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, hold an Investment in any other Person (all of the foregoingPerson, “Investments”) except: (a) Permitted Investments; (b) Investments by the Borrower or any Subsidiary in the Equity Interests of its wholly owned domestic Subsidiaries, or Investments in the Equity Interests of any non wholly owned domestic Subsidiary which would result in such Subsidiary becoming a wholly owned domestic Subsidiary; (c) intercompany loans or advances to the extent permitted under Section 6.01; (d) Investments in respect of Swap Agreements to the extent such Swap Agreements are permitted under Section 6.06; (e) Business Acquisitions permitted by Section 6.10; (f) Investments existing on the date hereof and described in Schedule 6.05; (g) Investments consisting of extensions of trade credit and credit to customers credit, prepayments, security deposits or similar transactions entered into in the ordinary course of business; (b) Investments in cash and Cash Equivalents , and Investments that were Cash Equivalents when made; (c) loans and advances to directors, employees and officers of the Borrower received in satisfaction or any Restricted Subsidiary in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding; (d) Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments partial satisfaction thereof from financially troubled account debtors to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included reasonably necessary in any determination of the Retained Excess Cash Flow Amount; (g) accounts, chattel paper and notes receivable arising from the sale order to prevent or lease of goods limit loss or the performance of services in the ordinary course of business; (h) Investments received in connection with the bankruptcy or reorganization of suppliers and its customers and suppliers; (h) loans and advances to employees, officers and directors of the Borrower or any of its Subsidiaries for ordinary business purposes in settlement of delinquent obligations ofan aggregate amount not to exceed $2,000,000 at any time outstanding; (i) Guarantees permitted by Section 6.01, and other disputes with(ii) guarantees by the Borrower or any Subsidiary for the performance or payment obligations of the Borrower or any Subsidiary, suppliers and customers arising which obligations were incurred in the ordinary course of business; (i) Investments in an amount business and do not to exceed at any one time outstanding $50,000,000constitute Indebtedness; (j) Investments arising out in any Person to the extent such Investment represents the non-cash portion of the receipt by the Borrower or consideration received for a Restricted Subsidiary disposition of noncash consideration for the sale of assets permitted under any property that was made pursuant to and in compliance with Section 6.04;6.04 above; and (k) leaseprovided that no Default or Event of Default has occurred and is continuing at the time any such Investment is made, utility Investments in Foreign Subsidiaries and other similar deposits in the ordinary course of business; (l) to the extent constituting Investments, the Transactions; (m) Investments not described above in an aggregate cumulative amount not to exceed $200,000,000, it being understood that such Investments may be made in the portion form of cash or other property (i.e., non-cash property may be contributed to a joint venture or other entity). For purposes of determining the Retained Excess Cash Flow Amount on foregoing $200,000,000 limitation, the date amount of such election that any Investment made in cash shall be the Borrower elects to apply to this Section 6.11(m) in a written notice amount of a Responsible Officer thereofcash so invested, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to of any Investment made using non-cash property shall be so applied; provided that after giving effect thereto no Event the book value of Default shall have occurred and be continuing; andsuch property as reflected on Borrower’s consolidated financial statements immediately before such Investment is made.

Investments. The Borrower Company will not, and will not permit any of its Restricted Subsidiaries to, make or permit to remain outstanding any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) Investments except: (a) extensions Investments outstanding on the date hereof and identified in Part B of trade credit Schedule II hereto; (b) Investments constituting (i) operating deposit accounts with banks and credit (ii) accounts receivable arising in the ordinary course of business on ordinary business terms that are not overdue; (c) Permitted Investments (provided that any Permitted Investment of the type described in clause (d) of the definition thereof in Section 1.01 hereof that ceases to customers be rated "P-1" (or higher) according to Xxxxx'x Investors Service, Inc. or "A-1" (or higher) according to Standard and Poor's Corporation must be liquidated by the Company within 60 days thereafter); (d) Investments by the Company and its Subsidiaries in capital stock of Subsidiaries of the Company to the extent outstanding on the Closing Date and advances made after such date by the Company and its Subsidiaries to Subsidiaries of the Company (other than Unrestricted Subsidiaries and Released Guarantors) in the ordinary course of business; (be) Investments in cash and Cash Equivalents and Investments that were Cash Equivalents when madeInterest Rate Protection Agreements for an aggregate notional amount not exceeding $300,000,000 at any one time; (cf) loans and advances to directors, employees and officers of the Borrower or any Restricted Subsidiary in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 5,000,000 in the aggregate as to the Company and its Subsidiaries at any one time outstanding; (dg) Investments made loans and advances by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that Company and its Subsidiaries to Unrestricted Subsidiaries and Released Guarantors so long as the aggregate amount thereof at any one time outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any time; (ei) any Investment existing on, or made pursuant to binding commitments existing on, during the Closing Date period commencing on the date hereof and set forth ending on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests last day of the Borrower; provided that fiscal year of the issuance Company ending on or nearest to January 31, 1999, $50,000,000, (ii) during the period commencing on the first day of the fiscal year of the Company commencing on or nearest to February 1, 1999 and ending on the last day of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; fiscal year, $60,000,000 and (giii) accountsthereafter, chattel paper and notes receivable arising from the sale or lease of goods or the performance of services in the ordinary course of business$75,000,000; (h) Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary course of businessby Unrestricted Subsidiaries; (i) Investments in an amount not to exceed at any one time outstanding $50,000,000;by Released Guarantors; Exhibit 10.1 (j) in addition to Investments arising out made in any Released Guarantor prior to the time it became a Released Guarantor, additional Investments by the Company and its Subsidiaries, so long as the aggregate amount paid by the Company and its Subsidiaries for all such Investments (whether in the form of cash or other consideration or in the form of liabilities assumed), net of debt Investments that have been repaid, does not exceed the sum of: (i) $150,000,000, plus (ii) for any period of four consecutive fiscal quarters of the receipt by Company, the Borrower or a Restricted Subsidiary excess (if any) of noncash consideration (x) 50% of Prior Year Excess Cash Flow for such period over (y) the sale sum of assets permitted under (A) the aggregate amount of Dividend Payments made pursuant to Section 6.04; (k9.09(b) leasehereof, utility and other similar deposits in the ordinary course of business; (l) to the extent constituting Investments, the Transactions; (m) Investments paid in an amount not to exceed the portion of the Retained reliance on Excess Cash Flow Amount on the date of for such election that the Borrower elects to apply to this Section 6.11(mperiod as contemplated by clause (y) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount plus (and the calculation thereof in reasonable detailB) immediately prior to such election and the amount thereof elected of Capital Expenditures made by the Company and its Subsidiaries pursuant to be so appliedSection 9.11(a)(iii) hereof in such period; provided that if (x) not later than five Business Days prior to any Investment pursuant to this paragraph (i) where the aggregate amount of such Investment (including liabilities assumed) exceeds $20,000,000, the Company will deliver to the Agent in sufficient quantities for it to deliver to the Lenders a certificate of a senior financial officer of the Company to the effect that, after giving effect thereto no Event of Default shall have occurred to such Investment, the Company will be in compliance with Section 9.10 hereof, such certificate to be in form and be continuing; anddetail (including calculations) reasonably satisfactory to the Administrative Agent;

Investments. The Borrower Such Obligor will not, and will not permit any of its Restricted Subsidiaries to, make any advancemake, loan, extension of credit (by way of Guarantee directly or otherwise) or capital contribution toindirectly, or purchase permit to remain outstanding any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) Investments except: (a) Investments outstanding on the date hereof and identified in Schedule 9.05; (b) operating deposit accounts with banks; (c) extensions of trade credit and credit to customers in the nature of accounts receivable or notes receivable arising from the sales of goods or services in the ordinary course of business; (bd) Investments in cash and Permitted Cash Equivalents and Investments that were Cash Equivalents when madeEquivalent Investments; (ci) loans and advances to directorsInvestments by any Obligor in Borrower’s wholly-owned Subsidiary Guarantors, employees and officers (ii) so long as it is not a wholly-owned Subsidiary Guarantor, Investments by Obligors in Macrophage Therapeutics, Inc. in an amount that would cause the aggregate investment of the Obligors therein to exceed $1,000,000, (iii) Investments by Obligors in R-NAV, LLC in an amount not exceeding the Obligors’ Investments therein on the Closing Date, it being understood that payment of principal and interest thereon of the notes by Borrower or in favor of R-NAV, LLC outstanding on the date hereof shall not be considered an additional Investment, and (iv) Investments by Obligors in foreign Subsidiaries of Borrower in an aggregate amount not to exceed $50,000 in any Restricted Subsidiary fiscal year and $300,000 in the aggregate; (f) Hedging Agreements entered into in the ordinary course of business Borrower’s financial planning solely to hedge currency risks (including and not for travel, entertainment speculative purposes) and relocation expenses) in an aggregate principal notional amount for all such Hedging Agreements not in excess of $100,000 (or the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding; (d) Investments made by the Borrower or any Restricted Subsidiary Equivalent Amount in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amountother currencies); (g) accountsInvestments consisting of deposits with vendors, chattel paper utilities and notes receivable arising from the sale or lease of goods or the performance of services other like Persons made in the ordinary course of business; (h) employee loans, 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 shall not exceed $250,000 outstanding at any time (or the Equivalent Amount in other currencies); (i) Investments consisting of non-cash loans made by Borrower to officers, directors and employees of Borrower which are used by such Persons to purchase simultaneously the stock of Borrower; (j) Investments received in connection with the bankruptcy any Insolvency Proceedings in respect of any customers, suppliers or reorganization of suppliers and customers clients and in settlement of delinquent obligations of, and other disputes with, customers, suppliers and customers arising in the ordinary course of business; (i) Investments in an amount not to exceed at any one time outstanding $50,000,000; (j) Investments arising out of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04;clients; and (k) lease, utility and other similar deposits in the ordinary course of business; (l) to the extent constituting Investments, the Transactions; (m) Investments in an amount not to exceed the portion of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this permitted under Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; and9.03.

Investments. The Borrower will notUnless otherwise directed in writing by IDEX and Sellers' Representative, and will not permit any of its Restricted Subsidiaries to, make any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) except: Escrow Funds shall be invested in (a) extensions of trade credit money market funds having the highest rating possible from both Standard & Poors Ratings Group and credit Xxxxx'x Investor Services or similar investment options offered by the Escrow Agent as agreed to customers in the ordinary course of business; by IDEX and Sellers' Representative, (b) Investments in cash and Cash Equivalents and Investments that were Cash Equivalents when made; U.S. Dollar denominated, direct, noncallable, full-faith-and-credit obligations of the federal government of the United States of America, (c) loans certificates of deposit, banker's acceptances or time deposits having maturities of ninety (90) days or less from the date of acquisition and advances to directorsissued by a United States commercial bank which has unsecured senior debt securities or letters of credit rated at least P-1 by Xxxxx'x Investors Service, employees and officers of the Borrower Inc. or any Restricted Subsidiary in the ordinary course of business (including for travelA-1 by Standard & Poor's Corporation, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding; or (d) Investments made commercial paper or securities with maturities of 90 days or less from the date of IDEX rated at least P-1 by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments Xxxxx'x Investors Service, Inc. and A-1 by Loan Parties in Non-Loan Parties pursuant Standard & Poor's Corporation (or, with respect to this clause clauses (c) and (d) shall not exceed $25,000,000 at any time; (e) any Investment existing onabove, or made pursuant to binding commitments existing onif neither of such rating agencies is then providing ratings, the Closing Date equivalent thereof by another investor service of comparable national recognition selected by Sellers and set forth reasonably acceptable to IDEX), as directed by Sellers' Representative. It is agreed among the parties that the Escrow Funds will initially be deposited in the Fund identified on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests attached Exhibit E. All Investment Income shall become part of the Borrower; provided that Escrow Funds. Sellers' Representative will provide the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) accounts, chattel paper and notes receivable arising from the sale Escrow Agent with a W-9 or lease of goods or the performance of services in the ordinary course of business; (h) Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary course of business; (i) Investments in an amount not to exceed at any one time outstanding $50,000,000; (j) Investments arising out of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration W-8 IRS tax form for the sale of assets permitted under Section 6.04; (k) lease, utility and other similar deposits in the ordinary course of business; (l) to the extent constituting Investments, the Transactions; (m) Investments in an amount not to exceed the portion of the Retained Excess Cash Flow Amount each Seller on the date of this Agreement. Sellers shall be liable for all taxes attributable to the Investment Income that is distributed to them hereunder. Unless prohibited by law, the Escrow Agent shall report to the IRS all such election Investment Income as being taxable to Sellers. Unless required by law, the Escrow Agent shall not report to the IRS any Investment Income as being taxable to IDEX, unless such Investment Income is distributed to IDEX. If the Escrow Agent is required by law to report any of the Investment Income that has not been distributed to IDEX as being taxable to IDEX, the Borrower elects Escrow Agent shall be required to apply distribute Escrow Funds to this Section 6.11(mIDEX in an amount equal to IDEX's tax liability arising from such Investment Income within thirty (30) in a written notice days of a Responsible Officer thereof, which notice shall set forth IDEX notifying the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and Escrow Agent of the amount thereof elected of such tax liability. If the distribution of this tax amount is considered additional taxable income to IDEX, the Escrow Agent shall be so applied; required to distribute additional Escrow Funds to IDEX as gross up payments to put IDEX in the same after-tax position as if the distribution of such tax amounts were not taxable income to IDEX. A statement of citizenship will be provided that after giving effect thereto no Event of Default shall have occurred and be continuing; andif requested by the Escrow Agent.

Investments. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, make any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) except: (a) extensions of trade credit and credit to customers in the ordinary course of business; (b) Investments in cash and Cash Equivalents and Investments that were Cash Equivalents when made; (c) loans and advances to directors, employees and officers of the Borrower or any Restricted Subsidiary in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding; (d) Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any time; (e) Investments (other than Investments directly or indirectly in Unrestricted Subsidiaries) made at any time if, after giving pro forma effect thereto, (i) the Borrower shall be in compliance with Section 6.10 and (ii) no Default shall have occurred and be continuing; (f) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth disclosed to the Lenders in writing on Schedule 6.11the Closing Date; (fg) Investments not prohibited by Section 6.05; (h) Investments in Unrestricted Subsidiaries not to exceed in the aggregate outstanding at any time the greater of $75,000,000 and 2.0% of Total Assets, determined net of any cash recoveries actually received in respect of such Investments (it being understood that, if an Unrestricted Subsidiary becomes a Restricted Subsidiary, there will be deemed to have occurred a cash recovery of all Investments made in such subsidiary on or after the Closing Date); provided that after giving pro forma effect to each such Investment, no Default shall have occurred and be continuing; (i) Guarantees not prohibited by Section 6.01; (j) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (gk) 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; (hl) Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary course of business; (im) Investments Investments, including in joint ventures of the Borrower or any Restricted Subsidiary, in an amount not to exceed at any one time outstanding the greater of $50,000,00075,000,000 or 2.00% of Total Assets; (jn) Investments arising out of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.046.08; (ko) Guarantees by the Borrower or any Restricted Subsidiary of operating leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into by the Borrower or Restricted Subsidiary in the ordinary course of business; and (p) lease, utility and other similar deposits in the ordinary course of business; (l) to the extent constituting Investments, the Transactions; (m) Investments in an amount not to exceed the portion of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; and.

Investments. The Borrower will not, Neither Parent nor Issuer shall have and will shall not permit the Companies to have any of its Restricted Subsidiaries to, make any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or Investments other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) exceptthan: (a) Investments in the form of cash or Cash Equivalents; (b) Investments existing on the date hereof and set forth on Schedule 5.4; (c) advances to officers, directors and employees of the Issuer and Subsidiaries for travel, entertainment, relocation and analogous ordinary business purposes; (d) Investments of the Guarantor and the Issuer in the form of Equity Interests and investments of the Issuer in any Wholly‑Owned Subsidiary, and Investments of Issuer directly in, or of any Wholly‑Owned Subsidiary in another Wholly‑Owned Subsidiary which owns, real property assets which are functional industrial, manufacturing, warehouse/distribution and/or office properties located within the United States, provided in each case the Investments held by the Issuer or Subsidiary are in accordance with the provisions of this Section 10.8 other than this Section 10.8(d); (e) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit and credit to customers in the ordinary course of business; (b) Investments in cash and Cash Equivalents and Investments that were Cash Equivalents when made; (c) loans and advances to directors, employees and officers of the Borrower or any Restricted Subsidiary in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding; (d) Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11;‑23‑ (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amountnon‑Wholly Owned Subsidiaries and Unconsolidated Affiliates; (g) accounts, chattel paper Investments in mortgages and notes receivable arising from the sale or lease of goods or the performance of services in the ordinary course of businessmezzanine loans; (h) Investments received in connection with the bankruptcy or reorganization of suppliers unimproved land holdings and customers and Construction in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary course of businessProgress; (i) Investments in an amount by the Parent for the redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Equity Interests of the Parent or the Issuer now or hereafter outstanding; and (j) Other Investments not to exceed at any one time outstanding $50,000,000; ten percent (j10%) Investments arising out of Total Asset Value. Although it will not be a Default or an Event of Default if the Parent or the Issuer fails to comply with any provision of Section 10 on or after the date of this Agreement and prior to the Closing, if such a failure occurs, then any of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04; (k) lease, utility and other similar deposits in the ordinary course of business; (l) to the extent constituting Investments, the Transactions; (m) Investments in an amount Purchasers may elect not to exceed the portion of the Retained Excess Cash Flow Amount purchase such Notes on the date of such election the Closing that the Borrower elects to apply to this is specified in Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; and3.

Investments. The Borrower will notMake or own any Investments, and will not permit any of its Restricted Subsidiaries to, make any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) except: (a) Investments existing on the Restatement Date; provided the amount of such Investment may not be increased by any Loan Party after the Restatement Date; (b) Cash Equivalents; provided, however, so long as any Revolving O&G Development Loan Commitment remains outstanding, the Borrower shall not at any time permit its Available Cash balances to exceed $1,500,000.00 (and if Borrower's Available Cash balances would at any time exceed $1,500,000.00, Borrower shall immediately prepay the Revolving O&G Development Loan in an amount equal to such excess); (c) Investments constituting Indebtedness permitted under Section 7.04(b); (d) Investments (i) by the Borrower and the QRC Subsidiaries in any Subsidiary of the Borrower that, prior to such Investment, is a Guarantor, (ii) by Subsidiaries in the Borrower, (iii) by the Borrower in QMLPGP and QELPGP to maintain QMLPGP's and QELPGP’s 2% general partner interest in QMLP and QELP, respectively, and (iv) by the Borrower in New Quest Holdings Corp.; (e) Guarantees of Indebtedness permitted under Section 7.04; (f) Swap Contracts permitted under Section 7.03; (g) Investments consisting of extensions of credit, including without limitation, in the nature of accounts receivable, arising from the grant of trade credit or prepayments or similar transactions entered into in the ordinary course of business and credit investments by the Borrower or any QRC Subsidiary in satisfaction or partial satisfaction thereof from financially troubled account debtors to customers prevent or limit financial loss; (h) endorsements for collection or deposit in the ordinary course of business; (b) Investments in cash ; 66 Quest Resource Corp. 2nd Amended and Cash Equivalents and Investments that were Cash Equivalents when made; (c) loans and advances to directors, employees and officers of the Borrower or any Restricted Subsidiary in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding; (d) Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) 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; (h) Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary course of business;Restated Credit Agreement (i) Investments listed in an Section (b) of Schedule 5.13; provided the amount of such Investment may not to exceed at be increased by any one time outstanding $50,000,000Loan Party after the Restatement Date; (j) Investments arising out in Oil and Gas Properties or assets used in the Midstream Business or Persons whose primary assets consist of Oil and Gas Properties or whose primary business is the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04;Midstream Business; and (k) leaseprovided the Facility Fee Reduction Conditions have been satisfied, utility and other similar deposits in the ordinary course of business; (l) to the extent constituting Investments, the Transactions; (m) Investments not otherwise permitted by this Section 7.02 in an aggregate amount not to exceed the portion of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; and$500,000 at any time outstanding.

Investments. The Borrower will notExcept to the extent permitted pursuant to Section 10.13, and will not permit neither the Parent Guarantor nor any of its Restricted Subsidiaries to, shall directly or indirectly make or own any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) Investment except: (a) extensions of trade credit Investments in cash and credit to customers in the ordinary course of businessCash Equivalents; (b) Permitted Existing Investments (as defined in cash and Cash Equivalents and Investments that were Cash Equivalents when madethe 2015 Term Loan Agreement on the Sixth Amendment Effective Date) in an amount not greater than the amount thereof on July 8, 2015; (c) loans and advances to directors, employees and officers of the Borrower Investments in trade receivables or any Restricted Subsidiary in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding; (d) Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) 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; (h) Investments 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 and customers arising in the ordinary course of business; (id) Investments consisting of deposit accounts maintained by the Parent Guarantor and its Subsidiaries; (e) Investments consisting of non-cash consideration from a sale, assignment, transfer, lease, conveyance or other disposition of property permitted by Section 10.3; (f) Investments in any consolidated Subsidiaries (i) outstanding on the Sixth Amendment Effective Date, and (ii) after the Sixth Amendment Effective Date, additional Investments (A) in Note Parties, (B) by Subsidiaries of the Parent Guarantor that are not Note Parties in other Subsidiaries that are not Note Parties, (C) by Subsidiaries of the Parent Guarantor that are not Note Parties in Note Parties and (D) by the Note Parties in consolidated Subsidiaries that are not Note Parties in an aggregate amount invested not to exceed $50,000,000; (g) Investments in joint ventures (other than Subsidiaries) and nonconsolidated Subsidiaries in an aggregate amount not to exceed $200,000,000 at any one time outstanding $50,000,000time; (h) Investments constituting Permitted Acquisitions; (i) Investments constituting Indebtedness permitted by Sections 10.7 and 10.10 or Contingent Obligations permitted by Section 10.12; (j) Investments arising out of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under in addition to those referred to elsewhere in this Section 6.04; (k) lease, utility and other similar deposits in the ordinary course of business; (l) to the extent constituting Investments, the Transactions; (m) Investments 10.11 in an aggregate amount not to exceed the portion ten percent (10%) of consolidated tangible assets of the Retained Excess Cash Flow Amount Parent Guarantor and its Subsidiaries at any time; provided that any such Investments incurred after the Sixth Amendment Effective Date shall only be permitted to the extent that on the date of such election that Investment the Borrower elects Leverage Ratio is less than 3.00 to apply 1.00 (the Leverage Ratio as evidenced to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (holders and such evidence reasonably satisfactory to the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuingRequired Holders); and (k) Investments of The Xxxx Group Inc. and its Subsidiaries permitted under the Transaction Agreement.

Investments. The Borrower will notNot, and will not permit any of its Restricted Subsidiaries Subsidiary to, make or permit to exist any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, Investment in any other Person Person, except (all of without duplication) the foregoing, “Investments”) exceptfollowing: (a) extensions contributions by the Company to the capital of trade credit and credit any of its Subsidiaries, or by any such Subsidiary to customers the capital of any of its Subsidiaries; provided that, without the consent of the Required Lenders, neither the Company nor any Subsidiary shall make any Investment after the date hereof in the ordinary course MB Greenwich in an aggregate amount exceeding $5,000,000 at any one time outstanding except as required to prevent any default under, any automotive framework, franchise or dealer agreement of businessMB Greenwich; (b) Investments by the Company in cash and Cash Equivalents and Investments that were Cash Equivalents when madeany Subsidiary or by any Subsidiary in the Company, or by any Subsidiary in any other Subsidiary, by way of intercompany loans, advances or guaranties, all to the extent permitted by Section 9.7; (c) loans and advances to directors, employees and officers of the Borrower or any Restricted Subsidiary in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstandingSuretyship Liabilities permitted by Section 9.7; (d) Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any timeCash Equivalent Investments; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) 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; (h) Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary course of business; (i) Investments in an amount not to exceed at any one time outstanding $50,000,000; (j) Investments arising out of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04; (k) lease, utility and other similar bank deposits in the ordinary course of business; (f) 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; (g) Investments to consummate Acquisitions permitted by Section 9.10; (h) Investments in an aggregate amount not exceeding $125,000,000 at any one time outstanding in Persons engaged in businesses in which the Company and its Subsidiaries are permitted to engage hereunder (provided that any Investment made with the proceeds of any offering of Capital Stock (other than Disqualified Stock) or Subordinated Debt of the Company shall be disregarded when determining compliance with the aggregate dollar limit in this clause (h)); (i) consumer loans and leases entered into, purchased or otherwise acquired by the Company or its Subsidiaries, as lender, lessor or assignee, as applicable, in the ordinary course of business; (j) Investments in an aggregate not to exceed 38.92% of the outstanding ownership interests in PTL; (k) Foreign Investments; (l) to the extent constituting Investments, the TransactionsInvestments set forth on Schedule 9.19; (m) [reserved]; and (n) such other Investments consented to by the Required Lenders in an amount not to exceed the portion of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so appliedtheir sole discretion; provided that (x) any Investment which when made complies with the 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; and (y) no Investment otherwise permitted by clause (a), (b), (c), (g), (h) or (j) shall be permitted to be made if, immediately before or after giving effect thereto no thereto, any Event of Default shall have occurred and be continuing; andor Unmatured Event of Default exists.

Investments. The Borrower will notExcept to the extent permitted pursuant to paragraph (G) below, and will not permit neither the Company nor any of its Restricted Subsidiaries to, shall directly or indirectly make or own any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) Investment except: (a) extensions of trade credit and credit to customers in the ordinary course of business; (bi) Investments in cash and Cash Equivalents and Investments that were Cash Equivalents when madeEquivalents; (cii) loans and advances to directors, employees and officers of the Borrower or any Restricted Subsidiary in the ordinary course of business (including for travel, entertainment and relocation expenses) Permitted Existing Investments in an aggregate principal amount for not greater than the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstandingamount thereof on the First Amendment Effective Date; (diii) Investments made by the Borrower in trade receivables or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) 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; (h) Investments 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 and customers arising in the ordinary course of business; (iiv) Investments consisting of deposit accounts maintained by the Company and its Subsidiaries; (v) Investments in (i) Domestic Incorporated Subsidiaries or (ii) Foreign Subsidiaries which provide a guarantee (including gross-up amounts for any withholding taxes or capital charges) of the Obligations (as distinguished from solely guaranteeing Drawn Foreign Amounts) (each such Foreign Subsidiary, a “Foreign Guarantor”), so long as any guarantee payments made in connection with such guarantee can be shared and applied in accordance with the requirements of the Intercreditor Agreement; provided, however, that any Investment constituting a Permitted Acquisition shall be governed by clause (vii) below and not this clause (v); (vi) Investments in Foreign Subsidiaries which are not Foreign Guarantors, subject to the Foreign Subsidiary Investment Limitation, if applicable; provided, that (x) intercompany loans permitted pursuant to Section 7.3(A)(v) and assets of Foreign Subsidiaries (other than assets directly or indirectly contributed to such Foreign Subsidiaries by the Company and/or the Significant Domestic Incorporated Subsidiaries after the Closing Date) which are used to make Investments in other Foreign Subsidiaries shall not be included in determining compliance with this clause (vi), (y) prior to consummating any Investment in a Foreign Subsidiary in an amount in excess of $100,000,000, the Company shall demonstrate to the Administrative Agent’s satisfaction the Company’s and its Subsidiaries’ pro forma compliance or planned pro forma compliance with this clause (vi), and (z) any Investment constituting a Permitted Acquisition shall be governed by clause (vii) below and not this clause (vi); (vii) Investments constituting Permitted Acquisitions; provided, that the Leverage Ratio will not exceed 3.50 to 1.00 immediately after giving effect to (x) any Permitted Acquisition during the Leverage Ratio Increase Period (including the Permitted Acquisition which triggered the beginning of such Leverage Ratio Increase Period) where the net consideration therefor is $50,000,000 or more, or (y) any Permitted Acquisition in excess of $150,000,000 (as demonstrated by the Company on a pro forma basis to the Administrative Agent’s satisfaction for any such Permitted Acquisition in excess of $150,000,000, with no such demonstration of pro forma compliance being required pursuant to this Section 7.3(D)(vii) for any such Permitted Acquisition less than or equal to $150,000,000); provided, further, that if a Foreign Subsidiary (the “Acquiring Foreign Subsidiary”) acquires another Person that becomes a Foreign Subsidiary (the “Target Sub”) as a result of such Acquisition, and the Equity Interests of the Target Sub are transferred in their entirety by the Acquiring Foreign Subsidiary to the Company or a Significant Domestic Incorporated Subsidiary within 60 days after the date on which the Target Sub is initially Acquired, then the Target Sub shall be deemed to have been owned at all times by the Company or the applicable Significant Domestic Incorporated Subsidiary, and, so long as the other conditions for a Permitted Acquisition have been satisfied and the Leverage Ratio test set forth above is met, then the Investment in the Target Sub shall be permitted under this clause (vii); (viii) Investments constituting Indebtedness permitted by Section 7.3(A), Contingent Obligations permitted by Section 7.3(E) or Restricted Payments permitted by Section 7.3(F); (ix) Investments consisting of any right of the Company or its wholly-owned Domestic Incorporated Subsidiaries to payment for goods sold or for services rendered, whether or not it has been earned by performance; (x) Investments comprised of capital contributions (whether in the form of cash, a note, or other assets) to a Subsidiary or other special purpose entity created solely to engage in transactions giving rise to Receivables Facility Attributed Indebtedness permitted hereunder or otherwise resulting from transfers of assets permitted hereunder to such a Subsidiary or special purpose entity; (xi) Investments in Joint Ventures in an aggregate amount not to exceed at any one time outstanding $50,000,000;200,000,000; and (j) Investments arising out of the receipt by the Borrower or a Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 6.04; (k) lease, utility and other similar deposits in the ordinary course of business; (l) to the extent constituting Investments, the Transactions; (mxii) Investments in addition to those referred to elsewhere in this Section 7.3(D) in an aggregate amount not to exceed the portion of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; and$100,000,000.

Investments. The Borrower will Company shall not, and will shall not permit any of its Restricted Subsidiaries to, make or own any advanceInvestment in any Person, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) except: (a) extensions Permitted Investments, provided that Investments of the type described in clause (d) of the definition of Permitted Investments that are made outside of the United States shall not exceed $50,000,000 in the aggregate at any time; (b) any Investment existing on the Amendment Effective Date in any of the Subsidiaries or in any of the Joint Ventures identified on Schedule 6.01; (c) Investments by any Subsidiary in the Company or in any Wholly-Owned Subsidiary; (d) Investments by the Company or a Wholly-Owned Subsidiary in any Wholly-Owned Subsidiary; (e) trade credit extended on usual and credit to customers customary terms in the ordinary course of business; (bf) Investments in cash and Cash Equivalents and Investments that were Cash Equivalents when made; (c) loans and advances to directorsemployees for moving, employees relocation and officers of the Borrower or any Restricted Subsidiary in the ordinary course of business (including for traveltravel expenses, entertainment drawing accounts and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding; (d) Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11; (f) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (g) accounts, chattel paper and notes receivable arising from the sale or lease of goods or the performance of services similar expenditures in the ordinary course of business; (hg) Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary course of businessbusiness by the Company or any of its Subsidiaries in contract Joint Ventures for the purpose of performing projects with other companies; provided that if such Joint Ventures are not structured so that neither the Company nor any Significant Subsidiary shall be responsible for the acts or omissions of other companies except to the extent covered by insurance or limited to Indebtedness for expenses permitted by Section 8.02(g), the Company shall have determined that such structure would not individually or in the aggregate with other similarly structured Joint Venture have a Material Adverse Effect; (h) Permitted Acquisitions; and (i) other Investments not otherwise permitted above; provided, however, that: (A) the aggregate consideration consisting of cash and assumed debt paid by the Company and its Subsidiaries for such Investments in an amount any Fiscal Year shall not to exceed at $150,000,000. (B) the cash and assumed debt portion of the aggregate consideration paid by the Company and its Subsidiaries for any one time outstanding such single Investment shall not exceed $50,000,000100,000,000; (jC) Investments arising out if the cash and assumed debt portion of the receipt aggregate consideration paid by the Borrower or Company and its Subsidiaries for any such single Investment exceeds $25,000,000, the Company shall, prior to completing such Investment, submit to the Administrative Agent for distribution to the Lenders, a Restricted Subsidiary of noncash consideration for the sale of assets permitted under certificate demonstrating compliance with Section 6.048.05 on a pro forma basis after giving effect to such Investment; (kD) lease, utility and other similar deposits in the ordinary course of business;each such Investment shall be subject to Section 7.09 and (lE) to no such Investment in any Person shall be opposed by the extent constituting Investments, the Transactions; (m) Investments in an amount not to exceed the portion board of the Retained Excess Cash Flow Amount on the date directors of such election that the Borrower elects to apply to this Section 6.11(m) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; andPerson.

Investments. The Borrower will notMake any Investments, and will not permit any of its Restricted Subsidiaries to, make any advance, loan, extension of credit (by way of Guarantee or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or incur any Unrestricted Subsidiary Support Obligations with respect to, any other Person (all of the foregoing, “Investments”) except: (a) cash and Cash Equivalents of, or to be owned by, the Borrower or any Subsidiary; (b) Investments existing on, contractually committed or announced but unconsummated as of, the Closing Date and, if in an amount in excess of $10.0 million, set forth on Schedule 8.02 and any extensions, renewals or reinvestments thereof, so long as the aggregate amount of any Investment pursuant to this Section 8.02(b) is not increased at any time above the amount of such Investment existing on the Closing Date, unless such increase is permitted by any clause of this Section 8.02 (other than by this Section 8.02(b)), in which case the capacity of such other clause shall (to the extent capped) be reduced by such increase; (c) loans and advances to officers, directors and employees and consultants of the Borrower or any of its Subsidiaries (i) made for travel, entertainment, compensation, relocation and other ordinary business purposes, (ii) in an aggregate amount not to exceed $7.5 million at any one time outstanding or (iii) to the extent not used as part of or to increase the Cumulative Credit, made in connection with such person’s purchase of equity of the Borrower; (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 credit Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and any prepayments and other credits to customers suppliers, clients or purchasers or sellers of goods or services made in the ordinary course of business; (be) Investments in cash and Cash Equivalents and Investments that were Cash Equivalents when made; (c) loans and advances to directors, employees and officers of the Borrower or any Restricted Subsidiary in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any one time outstanding; (d) Investments made by the Borrower or any Restricted Subsidiary of its Subsidiaries in the Borrower or any Restricted Subsidiary; provided that the aggregate outstanding amount of Investments by Loan Parties in Non-Loan Parties pursuant to this clause (d) shall not exceed $25,000,000 at any time; (e) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and set forth on Schedule 6.11Credit Parties; (f) Investments to by the extent Borrower or any of its Subsidiaries in Subsidiaries that payment for such Investments is made with Qualified Equity Interests of the Borrower; provided that the issuance of such Equity Interests are not included Credit Parties in an aggregate amount at any determination time outstanding not to exceed the greater of (i) $20.0 million and (ii) 25% of Consolidated EBITDA for the Retained Excess Cash Flow Amountmost recently ended Measurement Period; (g) accounts, chattel paper Investments by Subsidiaries that are not Credit Parties in (A) any member of the Consolidated Group (including other Subsidiaries that are not Credit Parties) and notes receivable arising from the sale or lease of goods or the performance of services (B) in the ordinary course case of businessa Permitted Acquisition, in Persons that become a members of the Consolidated Group (including Subsidiaries that are not Credit Parties) upon consummation of such Permitted Acquisition; (h) Support Obligations incurred pursuant to Section 8.03; (i) Permitted Acquisitions; (j) Investments in an aggregate amount at any time outstanding not to exceed (A) the greater of (i) $25.0 million and (ii) 30% of Consolidated EBITDA for most recently ended Measurement Period, plus (B) the amount of the Cumulative Credit at such time; provided that in the case of this clause (B), (x) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof and (y) the Borrower would be able to incur $1.00 of Indebtedness pursuant to Section 8.03(y)(iii)(B); (k) Investments representing non-cash consideration received in connection with any Subject Disposition permitted pursuant to Section 8.05; (l) Investments in joint ventures in an aggregate amount at any time outstanding not to exceed the greater of (i) $20.0 million and (ii) 25% of Consolidated EBITDA for the most recently ended Measurement Period; (m) Swap Contracts allowed by Section 8.03(d); (n) Investments resulting from pledges and deposits under Section 8.01(f), (g), (l), (p), (r), (s) or (w); (o) Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in of, or settlement of delinquent obligations accounts and disputes with or judgments against, customers and suppliers, in each case in the ordinary course of business or Investments acquired by the Borrower as a result of a foreclosure by the Borrower or any of the Subsidiaries with respect to any secured Investments or other transfer of title with respect to any secured Investment in default; (p) loans or advances or other similar transactions with customers, distributors, clients, suppliers or purchasers or sellers of goods or services, in each case, in the ordinary course of business, regardless of frequency; (q) to the extent not used as part of or increasing the Cumulative Credit or constituting any Cure Amount, any Investment to the extent procured in exchange for, or made with the proceeds of, the issuance of Qualified Capital Stock to a Person other than a Subsidiary of the Borrower or an Unrestricted Subsidiary; (r) Investments to the extent consisting of the redemption, purchase, repurchase or retirement of any Capital Stock permitted under Section 8.06; (s) advances in the form of a prepayment of expenses, so long as such expenses are being paid in accordance with customary trade terms of the Borrower or such Subsidiary; (A) guarantees by the Borrower or any Subsidiary of operating leases or of other obligations that do not constitute Indebtedness, in each case entered into by the Borrower or any Subsidiary in the ordinary course of business and (B) Investments consisting of guarantees permitted by Section 8.03; (u) Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other disputes with, suppliers and customers arising Persons in the ordinary course of business; (iv) Investments in an amount not receivables owing to exceed at the Borrower or any one time outstanding $50,000,000Subsidiary created or acquired in the ordinary course of business or consistent with past practice; (jw) Investments arising out (including debt obligations and equity interests) (i) received in settlement, compromise or resolution of debts created in the receipt ordinary course of business or consistent with past practice and owing to the Borrower or any Subsidiary, (ii) in exchange for any other Investment or accounts receivable, endorsements for collection or deposit held by the Borrower or any such Subsidiary, (iii) as a Restricted Subsidiary result of noncash consideration for foreclosure, perfection or enforcement of any Lien, (iv) in satisfaction of judgments or (v) pursuant to any plan of reorganization or similar arrangement including upon the sale bankruptcy or insolvency of assets permitted under Section 6.04a debtor or litigation, arbitration or other disputes or otherwise with respect to any secured Investment or other transfer of title with respect to any secured Investment in default; (kx) leaseInvestments in Unrestricted Subsidiaries in an aggregate amount at any time outstanding not to exceed the greater of (i) $15.0 million and (ii) 20% of Consolidated EBITDA for the most recently ended Measurement Period; (y) other Investments; provided that (A) on a Pro Forma Basis as of the last day of the most recently ended Measurement Period, utility the Consolidated Total Net Leverage Ratio is equal to or less than 4.00:1.00 and other similar deposits (B) at the time of any such Investment, no Event of Default pursuant to Section 9.01(a) or (f) shall have occurred and be continuing; (z) Investments consisting of the purchase of Indebtedness of (A) any Credit Party or (B) to the extent permitted pursuant to another clause of this Section 8.02, any Subsidiary that is not a Credit Party; (aa) Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses of intellectual property or leases, in each case, in the ordinary course of business; (lbb) Investments consisting of deposits, prepayment and other credits to suppliers or landlords made in the ordinary course of business; (cc) guaranties made in the ordinary course of business of obligations owed to landlords, suppliers, customers and licensees of the Borrower or any of its Subsidiaries; (dd) to the extent constituting Investmentsnot otherwise prohibited by Section 8.09, any contribution of any Investment in a joint venture or partnership that is not a Subsidiary to a Person that is not a Subsidiary in exchange for an Investment in the TransactionsPerson to whom such contribution is made in an equivalent value; (mee) the purchase of any Preferred Equity Interests in the Borrower or a Subsidiary issued to a Strategic Investor so long as such purchase complies with Section 8.09; and (ff) Investments in an amount not any Receivables Subsidiary or by a Receivables Subsidiary in any other Person made in connection with a Receivables Facility (including the contribution or lending of cash and Cash Equivalents to exceed finance the portion purchase of Receivables Assets or to otherwise fund required reserves). Notwithstanding the Retained Excess Cash Flow Amount on foregoing, the date of such election only basket that may be used for Investments in Unrestricted Subsidiaries shall be the Borrower elects to apply to this basket provided in Section 6.11(m8.02(x) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto no Event of Default shall have occurred and be continuing; andabove.