Common use of Investments Clause in Contracts

Investments. Make or hold any Investments, except: (a) Investments by the Borrower or any of its Restricted Subsidiaries in cash or Cash Equivalents or assets that were Cash Equivalents when such Investment was made; (b) loans or advances to officers, directors and employees of any Loan Party (or any direct or indirect parent thereof) or any of its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under this clause (iii) shall not exceed $50,000,000. (c) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of Investments outstanding at any time under this clause 7.02(c)(iii) when combined with Investments in any Restricted Subsidiary that is not a Loan Party under clause 7.02(i) shall not exceed $150,000,000; provided, further that no such Investments made pursuant to this clause (iii) in the form of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement and (y) all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany Note; (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 and other credits to suppliers in the ordinary course of business; (e) Investments (excluding loans and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectively; (f) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date and, with respect to each such Investment in an amount in excess of $50,000,000, in each case set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereof; (g) Investments in Swap Contracts permitted under Section 7.03(f); (h) promissory notes, securities and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (i) (x) any acquisition of (A) the Equity Interests of any Person that becomes a Restricted Subsidiary, (B) all or substantially all the assets of a Person or any business unit, division or line of business thereof or (C) all or substantially all of the customer lists of any Person or any business unit, division or line of business thereof (including, for the avoidance of doubt, “tuck in” acquisitions) or (y) any subsequent Investment made in a Person, business unit, division, line of business or assets previously acquired in a Permitted Acquisition, in each case of clause (x) or (y), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default under Section 8.01(a) or (f) exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); provided that the aggregate principal amount of Investments in any Restricted Subsidiary that is not a Loan Party under this clause 7.02(i) when combined with Investments outstanding at any time under clause 7.02(c)(iii) shall not exceed $150,000,000; (j) Investments constituting a part of the Transactions; (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to any direct or indirect parent of the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (in each case, increased (without duplication) by (A) any Returns in respect thereof and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(n); (o) Investments made in respect of joint ventures or other similar agreements or partnerships in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (plus the amount of any Returns in respect thereof) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(o); (p) advances of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of Holdings; (r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) [reserved]; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time, so long as (1) no Event of Default exists or would result from the making of such Investment and (2) in respect of Investments using clause (b) of the Cumulative Credit, the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 6.90:1.00 and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; (w) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility (including any contribution of replacement or substitute assets to such subsidiary) or any repurchase obligation in connection therewith; and (x) so long as no Event of Default under Section 8.01(a) or (f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 5.00:1.00.

Investments. Make None of the Loan Parties shall, nor shall they permit any of their Subsidiaries to, make or hold own any Investments, Investment in any Person except: (a) Investments by the Borrower or any of its Restricted Subsidiaries in cash Cash or Cash Equivalents or assets that were Cash Equivalents when such Investment was madeEquivalents; (b) loans or advances to officers, directors and employees of any Loan Party (or any direct or indirect parent thereof) or any of its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposesInvestments existing on the Closing Date in any member of the Combined Group, (ii) Investments made after the Closing Date in connection with such Person’s purchase of Equity Interests any member of the Borrower or Combined Group that is a Loan Party, so long as, in the case of this clause (ii), the aggregate amount of all such Investments by any direct or indirect parent thereof or to permit the payment of taxes Specified Loan Party in any Loan Party that is not a Specified Loan Party outstanding at any time does not exceed, together with respect thereto; provided that, to the extent such loans or advances are any Investments made in cashany Loan Party that is not a Specified Loan Party in reliance on clause (x) of this Section 6.03, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity $5,000,000 and (iii) for Investments by a Loan Party in a non-Loan Party consisting of the contribution or Disposition of the Capital Stock of any other purposes Person which is not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under this clause (iii) shall not exceed $50,000,000.a Loan Party; (c) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (constituting deposits, prepayments and other than Holdings)credits to suppliers, (ii) made in connection with obtaining, maintaining or renewing client and customer contracts and (iii) in the form of advances made to distributors, suppliers, licensors and licensees, in each case, in the ordinary course of business; (d) Investments (i) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary member of the Combined Group that is not a Loan Party and (iiiii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that member of the aggregate principal amount of Investments outstanding at any time under this clause 7.02(c)(iii) when combined with Investments in any Restricted Subsidiary Combined Group that is not a Loan Party under so long as, in the case of this clause 7.02(i) shall (ii), the aggregate amount of any such Investments made and outstanding at any time does not exceed $150,000,000; provided, further that no such 6,000,000 per Fiscal Year; (i) Permitted Acquisitions and (ii) Investments made pursuant to this clause (iii) in the form of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged to the Administrative Agent in accordance with the terms any member of the Security Agreement and (y) all such Indebtedness of any Loan Party owed to any Subsidiary Combined Group that is not a Loan Party in an amount required to permit such Subsidiary to consummate a Permitted Acquisition (so long as the consideration of such Permitted Acquisition shall be unsecured and subordinated included for the purposes of calculating any amount available for Permitted Acquisitions pursuant to clause (c) of the proviso to the Obligations pursuant to the terms definition of the Intercompany Note“Permitted Acquisition”); (df) Investments existing on, or contractually committed to as of, the Closing Date and described on Schedule 6.03 and any modification, replacement, renewal or extension thereof so long as such modification, renewal or extension thereof does not increase the amount of such Investment except as otherwise permitted by this Section 6.03; (g) Investments received in lieu of Cash in connection with any Disposition permitted by Section 6.06; (h) loans or advances to present or former employees, directors, members of management, officers, managers, consultants, independent contractors or other service providers (or their respective Immediate Family Members) of any Parent Company or any member of the Combined Group to the extent permitted by Requirements of Law, in connection with such Person’s purchase of Capital Stock of any Parent Company, in an aggregate principal amount not to exceed $3,000,000 at any one time outstanding; (i) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business; (e) Investments (excluding loans and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectively; (f) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date and, with respect to each such Investment in an amount in excess of $50,000,000, in each case set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereof; (g) Investments in Swap Contracts permitted under Section 7.03(f); (h) promissory notes, securities and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (i) (x) any acquisition of (A) the Equity Interests of any Person that becomes a Restricted Subsidiary, (B) all or substantially all the assets of a Person or any business unit, division or line of business thereof or (C) all or substantially all of the customer lists of any Person or any business unit, division or line of business thereof (including, for the avoidance of doubt, “tuck in” acquisitions) or (y) any subsequent Investment made in a Person, business unit, division, line of business or assets previously acquired in a Permitted Acquisition, in each case of clause (x) or (y), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default under Section 8.01(a) or (f) exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); provided that the aggregate principal amount of Investments in any Restricted Subsidiary that is not a Loan Party under this clause 7.02(i) when combined with Investments outstanding at any time under clause 7.02(c)(iii) shall not exceed $150,000,000; (j) Investments constituting a part consisting of Indebtedness permitted under Section 6.01 (other than Indebtedness permitted under Sections 6.01(b) and (h)), Permitted Liens, Restricted Payments permitted under Section 6.04 (other than Section 6.04(i)), Restricted Debt Payments permitted under Section 6.05 and mergers, consolidations or dispositions permitted under Section 6.06 (other than Section 6.06(a) (if made in reliance on sub-clause (ii)(y)), Section 6.06(b) (if made in reliance on clause (ii)), Section 6.06(c) (if made in reliance on the Transactionsproviso therein) and Section 6.06(g)); (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practicescustomers; (l) Investments (including debt obligations and Equity InterestsCapital Stock) received (i) in connection with the bankruptcy or reorganization of suppliers and customers or any Person, (ii) in settlement of delinquent obligations of, or other disputes with, customers customers, suppliers and suppliers other financially troubled account debtors arising in the ordinary course of business or business, (iii) upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured InvestmentInvestment and/or (iv) as a result of the settlement, compromise, resolution of litigation, arbitration or other disputes; (m) loans and advances of payroll payments or other compensation to present or former employees, directors, members of management, officers, managers or consultants of any direct or indirect parent of the Borrower not in excess of the amount of Parent Company (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted attributable to be made to such parent in accordance with Section 7.06(fthe ownership or operation of the Loan Parties and their Subsidiaries), (g), (h), (i), (j), (l) the Loan Parties or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (in each case, increased (without duplication) by (A) any Returns in respect thereof and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(n); (o) Investments made in respect of joint ventures or other similar agreements or partnerships in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (plus the amount of any Returns in respect thereof) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(o); (p) advances of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (iin) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests Capital Stock of Holdings or any direct or indirect parent Parent Company, in each case, to the extent not resulting in a Change of HoldingsControl; (ri) Investments of a Restricted Subsidiary any Person acquired by, or merged into or consolidated or amalgamated with, any Borrower or any of its Subsidiaries after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary Date, in accordance with each case pursuant to an Investment otherwise permitted by this Section 7.04 after the Closing Date 6.03 to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger merger, amalgamation or consolidationconsolidation and (ii) any modification, replacement, renewal or extension of any Investment permitted under clause (i) of this Section 6.03(o) so long as any such modification, replacement, renewal or extension thereof does not increase the amount of such Investment except as otherwise permitted by this Section 6.03; (sp) [reserved]the Transactions; (tq) Investments made after the date hereof in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or an aggregate amount at any of its Restricted Subsidiariestime outstanding not to exceed $15,000,000; (ur) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) so long as no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time, so long as (1) no Event of Default then exists or would result from therefrom, Investments made after the making of such Investment and (2) date hereof in respect of Investments using clause (b) of the Cumulative Credit, the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal an aggregate amount not to 6.90:1.00 and (ii) exceed the portion, if any, of the Available Excluded Contribution Amount on the date of such date Investments that the Borrower any Subsidiary elects to apply to this clause (v)(iir); (s) Guarantees of leases (other than Capital Leases) or of other obligations not constituting Indebtedness; (t) Investments in Holdings in amounts and for purposes for which Restricted Payments to Holdings are permitted under Section 6.04(a); provided that any such Investments made as provided above in lieu of such Restricted Payments shall reduce availability under the applicable Restricted Payment basket under Section 6.04(a); (u) Investments made by any Subsidiary that is not a Loan Party to the extent such Investments are made with the proceeds received by such Subsidiary from an Investment is made within 12 months by a Loan Party in such Subsidiary pursuant to this Section 6.03 (other than Investments pursuant to clause (ii) of Section 6.03(e)); (v) Investments under any Derivative Transactions of the date of designation of such Available Excluded Contribution Amounttype permitted to be entered into under Section 6.01(s); (w) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent that they are permitted to remain unfunded under applicable law; (x) Investments in members of the Combined Group or relating to a Securitization Subsidiary that, any joint venture in connection with intercompany cash management arrangements and related activities in each case in the good faith determination ordinary course of business so long as, the Borrower are necessary or advisable to effect aggregate amount of all such Investments by any Qualified Securitization Facility Specified Loan Party in any Loan Party that is not a Specified Loan Party outstanding at any time does not exceed, together with any Investments made in any Loan Party that is not a Specified Loan Party in reliance on clause (including any contribution b)(ii) of replacement or substitute assets to such subsidiary) or any repurchase obligation in connection therewiththis Section 6.03, $5,000,000; and (xy) so long as no Event Investments consisting of Default under Section 8.01(a) the licensing or (f) shall have occurred and be continuing or would otherwise result therefrom, contribution of intellectual property pursuant to joint marketing arrangements with other Investments such that the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 5.00:1.00Persons.

Investments. Make Not, and not permit any other Loan Party to, make or hold permit to exist any InvestmentsInvestment in any other Person, exceptexcept the following: (a) Investments contributions by Borrower to the Borrower or 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 Restricted Subsidiaries equity interests and substantially all of its real and personal property, in cash or Cash Equivalents or assets that were Cash Equivalents when such Investment was madeeach case in accordance with Section 6.8; (b) loans or advances to officers, directors and employees of any Loan Party (or any direct or indirect parent thereof) or any of its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under this clause (iii) shall not exceed $50,000,000.Cash Equivalent Investments; (c) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of Investments outstanding at any time under this clause 7.02(c)(iii) when combined with Investments in any Restricted Subsidiary that is not a Loan Party under clause 7.02(i) shall not exceed $150,000,000; provided, further that no such Investments made pursuant to this clause (iii) in the form of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement and (y) all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany Note; (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 and other credits to suppliers 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) Investments (excluding loans and advances made in lieu any purchase or other acquisition by Borrower or any Wholly-Owned Subsidiary of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting Borrower of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) assets or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectivelyequity interests of any Subsidiary of Borrower; (f) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date and, with respect to each such Investment in an amount in excess of $50,000,000, in each case set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date transactions among Loan Parties permitted by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereofSection 7.4; (g) Investments in Swap Contracts Hedging Obligations permitted under Section 7.03(f7.1(c);; and (h) promissory notes, securities and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (i) (x) any acquisition of (A) the Equity Interests of any Person that becomes a Restricted Subsidiary, (B) all or substantially all the assets of a Person or any business unit, division or line of business thereof or (C) all or substantially all of the customer lists of any Person or any business unit, division or line of business thereof (including, for the avoidance of doubt, “tuck in” acquisitions) or (y) any subsequent Investment made in a Person, business unit, division, line of business or assets previously acquired in a Permitted Acquisition, in each case of clause (x) or (y), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default under Section 8.01(a) or (f) exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; advances given to employees and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); provided that the aggregate principal amount of Investments in any Restricted Subsidiary that is not a Loan Party under this clause 7.02(i) when combined with Investments outstanding at any time under clause 7.02(c)(iii) shall not exceed $150,000,000; (j) Investments constituting a part of the Transactions; (k) Investments directors in the ordinary course of business consisting and (B) other emergency or special circumstance advances given to employees not to exceed in the case of UCC Article 3 endorsements for collection or deposit (A) and UCC Article 4 customary trade arrangements with customers consistent with past practices(B) taken together $100,000 in the aggregate outstanding at any time; (li) Investments (including debt obligations lease, utility and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising similar deposits made in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to any direct or indirect parent of the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (in each case, increased (without duplication) by (A) any Returns in respect thereof and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(n); (o) Investments made in respect of joint ventures or other similar agreements or partnerships in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (plus the amount of any Returns in respect thereof) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(o); (p) advances of payroll payments to employees trade credit extended in the ordinary course of business; (ij) Investments made consisting of the non-cash portion of the consideration received in the ordinary course respect of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of HoldingsDispositions permitted hereunder; (rk) Investments resulting from or otherwise constituting Acquisitions not to exceed $1,000,000 in the aggregate during any calendar year of a Restricted Subsidiary acquired after the Closing Date or term of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) [reserved]; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planningthis Loan; provided that that, for purposes of calculating such aggregate annual Investments during any calendar year, such calculation shall exclude (i) no Event any payments made by or on behalf of Default shall have occurred and be continuingBorrower based solely on actual sales, revenues or other income-related metrics, (ii) any security interests granted payments to the Administrative Agent for the benefit of the Secured Parties be made in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior relation to such merger, consolidation, dissolution or liquidation) Investment after the Term Loan Maturity Date and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after payments made during such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect calendar year in the aggregate the perfection and priority relation to Products in existence as of the Collateral Agent’s security interests in any Collateral;Closing Date and/or Investments made by Borrower prior to the Closing Date. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (vl) Investments using (i) the Cumulative Credit at such time, so long permitted by Borrower or any Loan Party as (1) no Event of Default exists or would a result from the making of such Investment and (2) in respect of Investments using clause (b) of the Cumulative Credit, receipt of insurance and/or condemnation proceeds in accordance with the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 6.90:1.00 and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; (w) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility (including any contribution of replacement or substitute assets to such subsidiary) or any repurchase obligation in connection therewithLoan Documents; and (xm) so long Investments (i) received as no Event a result of Default under Section 8.01(a) the bankruptcy or reorganization of any Person or taken in settlement of or other resolution of claims or disputes or (fii) shall have occurred in securities of customers and be continuing suppliers received in connection with the bankruptcy or would otherwise result therefromreorganization of, other Investments such that the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 5.00:1.00settlement of delinquent accounts and bona fide disputes with, customers and suppliers, and, in each case, extensions, modifications and renewals thereof.

Investments. Make or hold any Investments, exceptexcept for the following: (a) Investments by the Borrower Holdings or any of its Restricted Subsidiaries Subsidiary in cash or Cash Equivalents or assets that were Cash Equivalents when such Investment was made, and the holding of cash or Cash Equivalents at any time by Holdings or any Restricted Subsidiary; (b) loans or advances to officers, directors directors, managers, partners and employees of any Loan Party Holdings (or any direct or indirect parent thereof) ), Holdings or any of its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower Holdings (or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; thereof) (provided that, to the extent such loans or advances are made in cash, the amount proceeds of any such loans and advances used to acquire such Equity Interests shall be contributed to Holdings or the Borrower in cash as common equity equity) and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the , in an aggregate principal amount outstanding, together with the amount outstanding at any time under this clause (iii) shall ii), not to exceed $50,000,000.5,000,000; (c) [reserved]; (d) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (in any other than Holdings)Loan Party, (ii) by any Restricted Subsidiary Person that is not a Loan Party in any other Loan Party, (iii) by any Person that is not a Loan Party in any Restricted Subsidiary of Holdings that is not a Loan Party and (iiiiv) by any Loan Party in any Restricted Subsidiary of Holdings that is not a Loan Party; provided provided, that the aggregate principal amount of any such Investments outstanding at any time under this clause 7.02(c)(iii(iv) when combined with Investments by Loan Parties in any Restricted Subsidiary such Persons that is are not a Loan Party under clause 7.02(i) Parties shall not exceed $150,000,000; provided, further that no such Investments made pursuant to this clause be either (iiiA) in the form ordinary course of intercompany loans shall be evidenced by a promissory note unless business or (B) in an aggregate amount not to exceed the greater of (x) such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement $6,000,000 and (y) all such Indebtedness 10.0% of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms Consolidated EBITDA as of the Intercompany Notelast day of the most recently ended Test Period; (de) 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 and other credits to suppliers in the ordinary course of business; (ef) Investments (excluding loans consisting of Liens, Indebtedness, fundamental changes, Dispositions and advances made in lieu of Restricted Payments pursuant permitted (other than, in each case, by reference to and limited by this Section 7.02(m7.02) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f))7.03, 7.04 (other than 7.04(c)(ii) or (e))7.04, 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.137.06, respectively; (fg) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date and, with respect to each such Investment in an amount in excess of $50,000,000, in each case set forth on Schedule 7.02(f) 7.02 and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof thereof; provided that does the amount of the original Investment is not increase increased except by the value thereofterms of such Investment or as otherwise permitted by this Section 7.02; (gh) Investments in Swap Contracts permitted under Section 7.03(f7.03(g); (hi) promissory notes, securities notes and other non-cash noncash consideration received in connection with Dispositions permitted by Section 7.05; (ij) (x) any the purchase or other acquisition of (A) the Equity Interests of any Person that becomes a Restricted Subsidiary, (B) all or substantially all the assets of a Person or any business unit, division or line of business thereof or (Cx) all or substantially all of the customer lists property and assets or businesses of any Person or any Person, (y) assets constituting a business unit, division or line of business thereof (including, for the avoidance of doubt, “tuck in” acquisitions) or (y) any subsequent Investment made in a Person, business unit, division, line of business or assets previously acquired division of any Person, or (z) Equity Interests in (i) a Person that becomes a Restricted Subsidiary as a result of such purchase or acquisition (including as a result of a merger or consolidation), subject to the Borrower’s right to designate any such Person as an Unrestricted Subsidiary and/or (ii) a Restricted Subsidiary to increase the percentage of ownership thereof held by Holdings or any Restricted Subsidiary (each, a “Permitted Acquisition, in each case of clause ”); provided that (xi) or (y), in a single transaction or series of related transactions, if immediately after giving effect thereto: to any such purchase or other acquisition, and subject in all respects to the LCT Provisions (i) if applicable), no Specified Event of Default under shall have occurred and be continuing or would result therefrom and Holdings shall be in compliance with the covenant in Section 8.01(a) or (f) exists at the time of the signing of a definitive acquisition agreement with respect thereto; 7.11 and (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirementpursuant to Section 6.13, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute become Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); provided that the aggregate principal amount of Investments in any Restricted Subsidiary that is not a Loan Party under this clause 7.02(i) when combined with Investments outstanding at any time under clause 7.02(c)(iii) shall not exceed $150,000,000; (j) Investments constituting a part of the TransactionsGuarantors; (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers any Person and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers any Person arising in the ordinary course of business or and upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to any direct or indirect parent of the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) Investments in Holdings or (m), such Investment being treated for purposes any of its Restricted Subsidiaries in connection with intercompany cash management arrangements and related activities in the applicable clause ordinary course of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investmentbusiness; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (in each case, increased (without duplication) by (A) any Returns in respect thereof and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(n); (o) Investments made in respect of joint ventures or other similar agreements or partnerships in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (plus the amount of any Returns in respect thereof) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(o); (pm) advances of payroll payments to employees in the ordinary course of business; (in) Investments made Guarantees by Holdings or any Restricted Subsidiary of leases (other than Capitalized Leases) or other obligations that do not constitute Indebtedness, in each case, entered into in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers business; (o) Investments in the ordinary course consisting of business endorsements for collection or deposit and (ii) Investments to the extent that payment for such Investments is made solely customary trade arrangements with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of Holdingscustomers; (r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) [reserved]; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time, so long as (1) no Event of Default exists or would result from the making of such Investment and (2) in respect of Investments using clause (b) of the Cumulative Credit, the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 6.90:1.00 and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; (w) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility (including any contribution of replacement or substitute assets to such subsidiary) or any repurchase obligation in connection therewith; and (x) so long as no Event of Default under Section 8.01(a) or (f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 5.00:1.00.

Investments. Make or hold any Investments, except: (a) Investments by the Borrower or any of its Restricted Subsidiaries in cash or Cash Equivalents or assets that were Cash Equivalents when such Investment was made; (b) loans or advances to officers, directors and employees of any Loan Party (or any direct or indirect parent thereof) or any of its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower Holdings or any direct or indirect parent thereof or to permit the payment of taxes with respect theretothereof; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under this clause (iii) above shall not exceed $50,000,000.15,000,000; (c) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in the Borrower or any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of Investments outstanding at (A) any time under this clause 7.02(c)(iii) when combined with Investments in any Restricted Subsidiary that is not a Loan Party under clause 7.02(i) shall not exceed $150,000,000; provided, further that no such Investments made pursuant to this clause (iii) in the form of intercompany loans shall be evidenced by notes that, unless they are Excluded Assets, have been pledged (individually or pursuant to a promissory note unless (xglobal note) such promissory note is pledged to the Administrative Agent in accordance with for the terms benefit of the Security Agreement Lenders (it being understood and agreed that any Investments permitted under this clause (iii) that are not so evidenced as of the Original Closing Date are not required to be so evidenced and pledged until the date that is sixty (60) days after the Original Closing Date (or such later date as may be approved by the Administrative Agent)) and (B) the aggregate amount of Investments made pursuant to this clause (iii) shall not exceed at any time outstanding the sum of (x) together with Investments pursuant to Section 7.02(i)(iv)(1), the greater of $100,000,000 and 3.75% of Total Assets and (y) all the Cumulative Credit at such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany Notetime; (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 and other credits to suppliers in the ordinary course of business; (e) Investments (excluding loans and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e7.05(e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectively; (f) Investments (i) existing or contemplated on the Original Closing Date or made pursuant to legally binding written contracts in existence on the Original Closing Date and, with respect to each such Investment in an amount in excess of $50,000,000Date, in each case set forth on in Schedule 7.02(f) hereto and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Original Closing Date by Holdings the Borrower or any Restricted Subsidiary in Holdings the Borrower or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereof; (g) Investments in Swap Contracts permitted under Section 7.03(f)7.03; (h) promissory notes, securities and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (i) (x) any acquisition of (A) the Equity Interests of any Person that becomes a Restricted Subsidiary, (B) all or substantially all the assets of a Person or any business unit, Equity Interests in a Person that becomes a Restricted Subsidiary or division or line of business thereof of a Person (or (C) all or substantially all of the customer lists of any Person or any business unit, division or line of business thereof (including, for the avoidance of doubt, “tuck in” acquisitions) or (y) any subsequent Investment made in a Person, business unit, division, division or line of business or assets previously acquired in a Permitted Acquisition, in each case of clause (x) or (y), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default under the Borrower and the Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 8.01(a) or 7.11 (f) exists at the time if, after giving effect thereto and all Indebtedness incurred in connection therewith, such covenant would be in effect as of the signing end of a definitive the relevant Test Period) after giving effect to such acquisition agreement with respect theretoor Investment and any related transactions; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary) shall become a GuarantorGuarantors, in each case case, in accordance with Section 6.11 6.11, and (iv) the aggregate amount of Investments made in Persons that do not become Loan Parties shall not exceed at any time outstanding the sum of (1) together with Investments pursuant to Section 7.02(c)(iii)(B)(x), the greater of $100,000,000 and 3.75% of Total Assets and (2) the Cumulative Credit at such time (any such acquisition under this Section 7.02(i)acquisition, a “Permitted Acquisition”); provided that the aggregate principal amount of Investments in any Restricted Subsidiary that is not a Loan Party under this clause 7.02(i) when combined with Investments outstanding at any time under clause 7.02(c)(iii) shall not exceed $150,000,000; (j) Investments constituting a part of made in connection with the Transactions; (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to any direct or indirect parent of the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section Sections 7.06(f), (g), (h), (i), (j), (l) or (mh), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investmentclause; (n) Investments (including Permitted Acquisitions) in an aggregate amount outstanding pursuant to this Section 7.02(nclause (n) (valued at the time of the making thereof, and without giving effect to any write-write downs or write-write offs thereof) at any time not to exceed (x) the greater of $300,000,000 100,000,000 and 30.03.75% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) Total Assets (in each case, increased (without duplication) by (A) net of any Returns return in respect thereof thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) plus (By) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary Cumulative Credit at the time of redesignation as a Restricted Subsidiary) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(n)such time; (o) Investments made in respect of joint ventures or other similar agreements or partnerships in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (plus the amount of any Returns in respect thereof) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(o); (p) advances of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings the Borrower (or any direct or indirect parent of Holdingsthe Borrower); (r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) [reserved]; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time, so long as (1) no Event of Default exists or would result from the making of such Investment and (2) in respect of Investments using clause (b) of the Cumulative Credit, the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 6.90:1.00 and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; (w) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility (including any contribution of replacement or substitute assets to such subsidiary) or any repurchase obligation in connection therewith; and (x) so long as no Event of Default under Section 8.01(a) or (f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 5.00:1.00.

Investments. Make or hold any Investments, except: (a) Investments by the Borrower or any of its Restricted Subsidiaries in cash or Cash Equivalents or assets that were cash or Cash Equivalents when such Investment was made; (b) loans or advances to officers, directors and employees of any Loan Party (or any direct or indirect parent thereof) or any of its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, purposes and (ii) in connection with such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity equity; provided, further, that the aggregate principal amount outstanding at any time under this clause (ii) shall not exceed $5,000,000 and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under this clause (iii) shall not exceed $50,000,0005,000,000. (c) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided provided, that the aggregate principal amount of Investments outstanding at any time under this made in reliance on clause 7.02(c)(iii) when combined with Investments in any Restricted Subsidiary that is not a Loan Party under clause 7.02(i(iii) shall not exceed the greater of $150,000,0006,500,000 and 10% of Consolidated EBITDA on a pro forma basis; provided, further that no such Investments made pursuant to this clause (iii) in the form of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement and (y) all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany Note; (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 and other credits to suppliers in the ordinary course of business; (e) Investments (excluding loans and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectively; (f) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date and, with respect to each such Investment in an amount in excess of $50,000,000Date, in each case set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereof; (g) Investments in Swap Contracts permitted under Section 7.03(f); (h) promissory notes, securities and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (i) (x) any acquisition of (A) the Equity Interests of any Person that becomes a Restricted Subsidiary, (B) all or substantially all the assets of a Person or any business unit, Equity Interests in a Person that becomes a Restricted Subsidiary or division or line of business thereof of a Person (or (C) all or substantially all of the customer lists of any Person or any business unit, division or line of business thereof (including, for the avoidance of doubt, “tuck in” acquisitions) or (y) any subsequent Investment made in a Person, business unit, division, division or line of business or assets previously acquired in a Permitted Acquisition, in each case of clause (x) or (y), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default under Section 8.01(a) or (f) exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); provided that the aggregate principal amount of Investments in any Restricted Subsidiary that is not a Loan Party under this clause 7.02(i) when combined with Investments outstanding at any time under clause 7.02(c)(iii) shall not exceed $150,000,000; (j) Investments constituting a part of the Transactions; (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to any direct or indirect parent of the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write-write downs or write-write offs thereof) at any time not to exceed the greater of $300,000,000 19,500,000 and 30.030% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (in each case, increased (without duplication) by (A) any Returns return in respect thereof thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(n); (o) Investments made in respect of joint ventures or other similar agreements or partnerships in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 13,000,000 and 30.020% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (plus the amount of any Returns return in respect thereof) that does not increase the Cumulative Credit, in each case not in excess including dividends, interest, distributions, returns of the amount otherwise permitted under this Section 7.02(oprincipal, profits on sale, repayments, income and similar amounts); (p) advances of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of Holdings; (r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) [reserved]Investments made by a Restricted Subsidiary that is not a Loan Party to the extent such Investments are financed with the proceeds received by such Restricted Subsidiary from an Investment in such Restricted Subsidiary by a Loan Party permitted under this Section 7.02; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time, so long as (1) no Event of Default exists or would result from the making of such Investment and (2) in respect of Investments using clause (b) of the Cumulative Credit, the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 6.90:1.00 time and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; (w) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility (including any contribution of replacement or substitute assets to such subsidiary) or any repurchase obligation in connection therewith; and (xw) so long as no Default or Event of Default under Section 8.01(a) or (f8.01(f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated Total First Lien Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 5.00:1.003.75 :1.00. To the extent an Investment is permitted to be made by a Loan Party directly in any Restricted Subsidiary or any other Person who is not a Loan Party (each such person, a “Target Person”) under any provision of this Section 7.02, such Investment may be made by advance, contribution or distribution by a Loan Party to a Restricted Subsidiary or Holdings, and further advanced or contributed to a Restricted Subsidiary for purposes of making the relevant Investment in the Target Person without constituting an Investment for purposes of Section 7.02 (it being understood that such Investment must satisfy the requirements of, and shall count towards any thresholds in, a provision of this Section 7.02 as if made by the applicable Loan Party directly to the Target Person).

Investments. Make or hold permit to exist any Investments, except: (a) Investments by the Borrower or any of its Restricted Subsidiaries in cash or and Cash Equivalents or assets that were Cash Equivalents when such Investment was madeEquivalents; (b) Investments (including intercompany Investments) existing on the Amendment and Restatement Effective Date or committed to be made pursuant to an agreement existing on the Amendment and Restatement Effective Date, in each case listed on Schedule 7.7 to the extent any such Investment is in excess of $2,500,000 and any modification, replacement, renewal, reinvestment or extension thereof (including any capitalization of intercompany loans or to equity) (provided that the amount of the Investment as of the Amendment and Restatement Effective Date is not increased other than as otherwise permitted by this Section 7.7); (c) (i) to the extent not prohibited by applicable law, advances to officers, directors and employees of the Parent Borrower and its Restricted Subsidiaries in an aggregate amount not to exceed $10,000,000 at any Loan Party (or any direct or indirect parent thereof) or any of its Subsidiaries (i) time outstanding, for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, purposes and (ii) in connection with such Person’s purchase of Equity Interests loans and advances to officers, directors and employees of the Parent Borrower or any direct or indirect parent thereof or of its Restricted Subsidiaries to permit finance the payment purchase of taxes with respect thereto; provided that, to capital stock of the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Parent Borrower in cash as common equity and (iii) for any other purposes an aggregate amount not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding to exceed $10,000,000 at any time under this clause (iii) shall not exceed $50,000,000. (c) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of Investments outstanding at any time under this clause 7.02(c)(iii) when combined with Investments in any Restricted Subsidiary that is not a Loan Party under clause 7.02(i) shall not exceed $150,000,000; provided, further that no such Investments made pursuant to this clause (iii) in the form of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement and (y) all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany Noteoutstanding; (di) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from (x) the grant of trade credit in the ordinary course of business, business or (y) credit extended to customers who are natural persons to finance the purchase of products of the Parent Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed $25,000,000 outstanding at any time and (ii) Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers the extent reasonably necessary in the ordinary course of businessorder to prevent or limit loss; (e) Investments (excluding loans by the Parent Borrower or any Restricted Subsidiary in and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (the Parent Borrower or any other than 7.03(c) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectivelyLoan Party; (f) Investments (i) existing or contemplated by any Loan Party, on the Closing Date one hand, in and to one or made pursuant to legally binding written contracts in existence more Restricted Subsidiaries that are not Loan Parties, on the Closing Date and, with respect to each such Investment in an amount in excess of $50,000,000other hand, in each case set forth aggregate principal amount (net of any return on Schedule 7.02(fsuch Investment, but not to exceed in the aggregate the initial amount thereof) not to exceed $300,000,000 since the Amendment and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereofRestatement Effective Date; (g) Investments made (i) by and between Restricted Subsidiaries that are not Loan Parties, (ii) by Foreign Restricted Subsidiaries (other than Foreign Loan Parties) in Swap Contracts permitted under Section 7.03(f)connection with the acquisition of the equity or assets of suppliers, distributors and other Persons (other than the Parent Borrower or any of its Restricted Subsidiaries) engaged in a business related to the business conducted by the Parent Borrower and its Restricted Subsidiaries following such acquisition to the extent that such acquisition is funded with foreign generated cash flow or Indebtedness of such Foreign Subsidiaries or (iii) otherwise by Restricted Subsidiaries that are not U.S. Loan Parties in an aggregate amount pursuant to this clause (iii) not to exceed $30,000,000 at any time outstanding; (h) promissory notes, securities and other non-cash consideration received in connection Investments to the extent that payment for such Investment is made with Dispositions permitted by Section 7.05the Capital Stock of the Parent Borrower; (i) (x) any acquisition of (i) Permitted Acquisitions, provided that (A) the Equity Interests Consolidated Secured Leverage Ratio as of the last day of the fiscal quarter of the Parent Borrower most recently ended for which financial statements have been delivered under Section 6.1, determined on a pro forma basis, is less than 3.25:1.00 and (B) the Consolidated Total Leverage Ratio as of the last day of the fiscal quarter of the Parent Borrower most recently ended for which financial statements have been delivered under Section 6.1, determined on a pro forma basis, is less than 4.75:1.00, and (ii) Investments in Restricted Subsidiaries of Parent Borrower as a substantially concurrent interim Investment in connection with the consummation of a Permitted Acquisition and (y) Investments of any Person that becomes a Restricted Subsidiary, Subsidiary on or after the Amendment and Restatement Effective Date; provided that (A) such Investments exist at the time such Person becomes a Restricted Subsidiary and (B) all such Investments are not made in anticipation or substantially all the assets contemplation of such Person becoming a Person Restricted Subsidiary; (j) Investments in joint ventures in an aggregate amount not to exceed $40,000,000 at any time outstanding; (k) Investments in respect of Swap Agreements permitted under Section 7.2(d) and Guarantee Obligations of Parent Borrower or any business unit, division Restricted Subsidiary made in respect of Cash Management Agreements; (l) Investments by the Parent Borrower or line of business thereof or (C) all or substantially all any Restricted Subsidiary made in respect of the customer lists Danish Tax Assessment; (m) Investments so long as (i) the Consolidated Total Leverage Ratio as of any Person the last day of the fiscal quarter of the Parent Borrower most recently ended for which financial statements have been delivered under Section 6.1, determined on a pro forma basis, is less than 3.50:1.00, (ii) no Default or any business unit, division Event of Default shall exist immediately before or line of business thereof (including, for the avoidance of doubt, “tuck in” acquisitions) or (y) any subsequent Investment made in a Person, business unit, division, line of business or assets previously acquired in a Permitted Acquisition, in each case of clause (x) or (y), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default under Section 8.01(a) or (f) exists at the time of the signing of thereto on a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; pro forma basis and (iii) the Parent Borrower is in compliance with the financial covenants set forth in Section 7.1, determined as of the last day of the fiscal quarter of the Parent Borrower most recently ended for which financial statements have been delivered pursuant to the extent required by the Collateral Section 6.1 and Guarantee Requirementon a pro forma basis; (n) other Investments in an aggregate outstanding amount not to exceed $150,000,000 at any time; (o) other Investments, so long as (Ax) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a pro forma basis and (y) the property, assets and businesses acquired Parent Borrower is in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary) shall become a Guarantorpro forma compliance with the financial covenants set forth in Section 7.1 as of the last day of the fiscal quarter of the Parent Borrower most recently ended for which financial statements have been delivered under Section 6.1, in each case an aggregate outstanding amount not to exceed the Available Amount; (p) Investments in accordance connection with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”)Restructuring; provided that the aggregate principal amount of any such Investments in any Restricted Subsidiary that is not a Loan Party under this clause 7.02(i) when combined with shall be non-cash Investments outstanding at any time under clause 7.02(c)(iii) shall (including in the form of equity of other Subsidiaries (to the extent the assets of such entity are not exceed $150,000,000solely cash or Cash Equivalents)); (j) Investments constituting a part of the Transactions; (kq) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements by a Receivables Entity in connection with customers consistent with past practices;a Qualified Receivables Transaction; and (lr) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers of, or in settlement of delinquent obligations of, accounts or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans . Notwithstanding the foregoing, for the period on and advances to any direct or indirect parent of after the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments Amendment No. 1 Effective Date and prior to the extent permitted to 2020 Term Facility Termination Date, (A) no Investments may be made pursuant to such parent in accordance with Section 7.06(f7.7(o), (gB) the aggregate amount of Investments (net of any return on such Investment, but not to exceed in the aggregate the initial amount thereof) made in the form of cash or Cash Equivalents pursuant to clauses (c), (hd)(i)(y), (g)(iii), (i), (j), (lm) or and (m)n) of this Section 7.7 shall not exceed $50,000,000 and (C) the aggregate amount of Investments (net of any return on such Investment, such Investment being treated for purposes of but not to exceed in the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been aggregate the initial amount thereof) made pursuant to such clause in an amount equal to such Investment; (nSection 7.7(f) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to shall not exceed $35,000,000. For purposes of determining compliance with this Section 7.02(n) (valued at the time of the making thereof7.7, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (in each case, increased (without duplication) by (A) an Investment need not be incurred solely by reference to one category described in this Section 7.7, but is permitted to be made or existing in part under any Returns in respect combination thereof and of any other available exemption and (B) in the gain in event that an Investment (or any fair market value portion thereof) meets the criteria of one or more of the categories of permitted Investments made under (or any portion thereof) described in this clause Section 7.7, the Parent Borrower, in its sole discretion, may divide or classify any such Investment (nor any portion thereof) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary) manner that does not increase the Cumulative Credit, in each case not in excess of complies with this Section 7.7 and will be entitled to only include the amount otherwise permitted under this Section 7.02(n); (o) Investments made in respect of joint ventures or other similar agreements or partnerships in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (plus the amount of any Returns in respect thereof) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(o); (p) advances of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of Holdings; (r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) [reserved]; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time, so long as (1) no Event of Default exists or would result from the making type of such Investment and (2or any portion thereof) in respect of Investments using clause one or more (bas relevant) of the Cumulative Credit, the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than above clauses (or equal to 6.90:1.00 any portion thereof) and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; (w) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility (including any contribution of replacement or substitute assets to such subsidiary) or any repurchase obligation portion thereof) shall be treated as having been made or existing pursuant to only such clause or clauses (or any portion thereof); provided, that all Investments described in connection therewith; and (xSection 7.7(b) so long as no Event of Default shall be deemed outstanding under Section 8.01(a) or (f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 5.00:1.007.7(b).

Investments. Make or hold any Investments, except: (a) Investments by the Parent Borrower or any of its a Restricted Subsidiaries Subsidiary in cash or Cash Equivalents or assets that were Cash Equivalents when such Investment was made; (b) loans or advances to officers, directors directors, managers, partners and employees of any Loan Party Holdings (or any direct or indirect parent thereof) ), any Intermediate Holding Company, the Parent Borrower or any of its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower Holdings (or any direct or indirect parent thereof or to permit any Intermediate Holding Company or the payment Parent Borrower) (provided that the proceeds of taxes with respect thereto; provided that, to the extent such loans or advances are made in cash, the amount of any such loans and advances used to acquire such Equity Interests shall be contributed to the Parent Borrower in cash as common equity equity) and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the , in an aggregate principal amount outstanding at any time under this clause (iii) shall not to exceed $50,000,000.35,000,000; (c) asset purchases (including purchases of inventory, supplies and materials) and the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons, in each case in the ordinary course of business; (d) Investments (i) by the Borrower or any Restricted Subsidiary Loan Party in any other Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Non-Loan Party in any Loan Party (other than Holdings), (iii) by any Non-Loan Party in any other Restricted Subsidiary that is not a Non-Loan Party and (iiiiv) by any Loan Party in any Restricted Subsidiary that is not a Non-Loan Party; provided that the aggregate principal amount of Investments outstanding at any time under this clause 7.02(c)(iii) when combined with such Investments in Non-Loan Parties pursuant to clause (iv) (other than in the ordinary course of business) shall not exceed in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future Investments, (A) the greater of (x) $350,000,000 and (y) 20.0% of Consolidated EBITDA of the Parent Borrower for the most recently ended Test Period (excluding any Restricted Investments received in respect of, or consisting of, the transfer or contribution of Equity Interests in or Indebtedness of any Foreign Subsidiary that is not organized in a Loan Party under clause 7.02(i) shall not exceed $150,000,000; provided, further that no such Investments made pursuant to this clause (iii) in the form of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement and (y) all such Indebtedness of any Loan Party owed Covered Jurisdiction to any other Foreign Subsidiary that is not organized in a Loan Party Covered Jurisdiction), plus (B) an amount equal to any returns of capital or sale proceeds actually received in cash in respect of any such Investments (which amount shall be unsecured and subordinated not exceed the amount of such Investment valued at cost at the time such Investment was made); provided that any such amounts under this clause (B) shall not increase the Available Amount, it being understood that any returns of capital or sale proceeds actually received in cash in respect of any such Investments in excess of the amount of such Investment valued at cost at the time such Investment was made shall increase the Available Amount (to the Obligations extent such excess amount of returns or proceeds would otherwise increase the Available Amount pursuant to the terms of the Intercompany Notedefinition thereof); (de) 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 and other credits to suppliers in the ordinary course of business; (ef) Investments (excluding loans consisting of Liens, Indebtedness, fundamental changes, Dispositions and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections Section 7.01, 7.03 (other than 7.03(c) Section 7.03, Section 7.04, Section 7.05 and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13Section 7.06, respectively; (fg) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date and, with respect to each such Investment in an amount in excess consisting of $50,000,000, in each case set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof of any Investment existing on the date hereof; provided that does the amount of any Investment permitted pursuant to this Section 7.02(g) is not increase increased from the value thereof and (ii) existing amount of such Investment on the Closing Date except pursuant to the terms of such Investment as of the Closing Date or as otherwise permitted by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereofthis Section 7.02; (gh) Investments in Swap Contracts permitted under Section 7.03(f7.03(g); (hi) promissory notes, securities notes and other non-cash noncash consideration received in connection with Dispositions permitted by Section 7.05; (ij) (x) any the purchase or other acquisition of (A) the Equity Interests of any Person that becomes a Restricted Subsidiary, (B) all property and assets or substantially all the assets of a Person or any business unit, division or line of business thereof or (C) all or substantially all of the customer lists businesses of any Person or any of assets constituting a business unit, division or line of business thereof (including, for the avoidance of doubt, “tuck in” acquisitions) or (y) any subsequent Investment made in a Person, business unit, division, line of business or assets previously acquired division of such Person, or Equity Interests in a Person that, upon the consummation thereof, will be a Restricted Subsidiary of the Parent Borrower (including as a result of a merger or consolidation) (each, a “Permitted Acquisition, ”); provided that (i) except in each the case of a Limited Condition Acquisition (in which case, compliance with this clause (xi) or (yshall be determined in accordance with Section 1.09(a)), in a single transaction or series of related transactions, if immediately before and immediately after giving effect thereto: (i) Pro Forma Effect to any such purchase or other acquisition, no Default or Event of Default under Section 8.01(a) or (f) exists at the time of the signing of a definitive acquisition agreement with respect thereto; shall have occurred and be continuing, (ii) after giving effect to any acquired such purchase or newly formed Restricted Subsidiary other acquisition, the Parent Borrower shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by in compliance with the covenant in Section 7.03; 6.15 and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute become Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary) shall become a GuarantorGuarantors, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); provided that the aggregate principal amount of Investments in any Restricted Subsidiary that is not a Loan Party under this clause 7.02(i) when combined with Investments outstanding at any time under clause 7.02(c)(iii) shall not exceed $150,000,000; (j) Investments constituting a part of the Transactions6.10; (k) the Transaction; (l) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (lm) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers suppliers, customers and customers Franchisees or in settlement of delinquent obligations of, or other disputes with, customers customers, suppliers and suppliers Franchisees 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; (mn) loans and advances to any direct or indirect parent of Investments as valued at cost at the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), time each such Investment being treated is made and including all related commitments for purposes of the applicable clause of Section 7.06future Investments, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued not exceeding the Available Amount, provided that at the time of the making thereofany such Investment, no Event of Default shall have occurred and without giving effect to any write-downs be continuing or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (in each case, increased (without duplication) by (A) any Returns in respect thereof and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(n)would result therefrom; (o) Investments made in respect of joint ventures or other similar agreements or partnerships in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (plus the amount of any Returns in respect thereof) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(o); (p) advances of payroll payments to employees in the ordinary course of business; (ip) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts loans and loans or advances made to distributors and suppliers in the ordinary course of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of Holdingsthe Parent Borrower in lieu of, and not in excess of the amount of (after giving effect to any other such loans or advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to be made to such direct or indirect parent in accordance with Section 7.06; provided that any such loan or advance shall reduce the amount of such applicable Restricted Payment thereafter permitted under Section 7.06 by a corresponding amount (if such applicable provision of Section 7.06 contains a maximum amount); (rq) Investments of held by a Restricted Subsidiary acquired after the Closing Date or of a Person corporation or company merged into the Parent Borrower or merged or amalgamated or consolidated into the Borrower or with a Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; (r) Guarantee Obligations of the Parent Borrower or any Restricted Subsidiary in respect of leases (other than Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (s) [reserved]Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests (other than any Cure Amount); (t) other Investments in deposit accountsan aggregate amount, securities accounts as valued at cost at the time each such Investment is made and commodities accounts maintained by including all related commitments for future Investments, not exceeding (i) the greater of (x) $350,000,000 and (y) 20.0% of Consolidated EBITDA of the Parent Borrower for the most recently ended Test Period, plus (ii) an amount equal to any returns of capital or sale proceeds actually received in cash in respect of any such Investments (which amount shall not exceed the amount of its Restricted Subsidiariessuch Investment valued at cost at the time such Investment was made); provided that any such amounts under this clause (ii) shall not increase the Available Amount, it being understood that that any returns of capital or sale proceeds actually received in cash in respect of any such Investments in excess of the amount of such Investment valued at cost at the time such Investment was made shall increase the Available Amount (to the extent such excess amount of returns or proceeds would otherwise increase the Available Amount pursuant to the definition thereof); (u) Investments constituting in JV Entities and Unrestricted Subsidiaries in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future Investments, not exceeding (i) the greater of (x) $350,000,000 and (y) 20.0% of Consolidated EBITDA of the Parent Borrower for the most recently ended Test Period, plus (ii) an amount equal to any part returns of a reorganization and other activities related to tax planningcapital or sale proceeds actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); provided that (i) no Event of Default shall have occurred and be continuing, any such amounts under this clause (ii) shall not increase the Available Amount, it being understood that that any security interests granted returns of capital or sale proceeds actually received in cash in respect of any such Investments in excess of the amount of such Investment valued at cost at the time such Investment was made shall increase the Available Amount (to the Administrative Agent for extent such excess amount of returns or proceeds would otherwise increase the benefit of the Secured Parties in the Collateral Available Amount pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateraldefinition thereof); (v) Investments using in connection with a Permitted Receivables Financing; (w) contributions to a “rabbi” trust for the benefit of employees or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Parent Borrower; (x) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; provided that such Investments were not incurred in contemplation of such redesignation; (y) Investments consisting of Guarantee Obligations with respect to, or the assumption of Indebtedness (to the extent permitted by Section 7.03) of, or loans made to, or the acquisition of loans made to or Equity Interests in, Franchisees, suppliers, distributors or licensees of the Parent Borrower and its Restricted Subsidiaries in an aggregate amount not to exceed $500,000,000 at any time outstanding; (z) other Investments; provided that, at the time of such Investment, (i) the Cumulative Credit at such time, so long as (1) no Default or Event of Default exists or would result from the making of such Investment has occurred and (2) in respect of Investments using clause (b) of the Cumulative Credit, the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 6.90:1.00 is continuing and (ii) the portion, if any, Total Leverage Ratio of the Available Excluded Contribution Amount on such date that the Parent Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months as of the date end of designation of such Available Excluded Contribution Amountthe most recently ended Test Period, on a Pro Forma Basis, would be no greater than 4.75:1.00; (waa) Investments in existing on the Closing Date and set forth on Schedule 7.02 and any modification, replacement, renewal, reinvestment or relating extension thereof; provided that the amount of any Investment permitted pursuant to a Securitization Subsidiary that, in this Section 7.02(aa) is not increased from the good faith determination amount of such Investment on the Closing Date except pursuant to the terms of such Investment as of the Borrower are necessary Closing Date or advisable to effect any Qualified Securitization Facility (including any contribution of replacement or substitute assets to such subsidiary) or any repurchase obligation in connection therewithas otherwise permitted by this Section 7.02; and (xbb) so long as no Event of Default under Section 8.01(a) or (f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated Total Net Leverage Ratio on transactions entered into in order to consummate a Pro Forma Basis would be less than or equal to 5.00:1.00Permitted Tax Restructuring.

Investments. Make or hold any Investments, except: (a) Investments by the Borrower or any of its the Restricted Subsidiaries in cash or Cash Equivalents or assets that were are Cash Equivalents when such Investment was madeEquivalents; (b) loans or advances to officers, directors and employees of any Loan Party Holdings (or any direct or indirect parent thereof) ), the Borrower or any of its the Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower Holdings (or any direct or indirect parent thereof or to permit the payment of taxes with respect theretothereof; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower Holdings in cash as common equity cash) and (iii) for any other purposes not described purpose, in the foregoing an aggregate principal amount outstanding under clauses (i) and through (ii)iii) not to exceed $20,000,000 at any time; provided provided, further, that the aggregate principal amount outstanding at any time under this clause (iii) shall not exceed $50,000,000.10,000,000 at any time; (c) Investments (i) by the Borrower or any Restricted Subsidiary in any that is a Loan Party (other than Holdings)in the Borrower or any Restricted Subsidiary that is a Loan Party, (ii) by any Restricted Subsidiary that is not a Non-Loan Party in any other Non-Loan Party that is a Restricted Subsidiary, (iii) by any Non-Loan Party in the Borrower or any Restricted Subsidiary that is not a Loan Party and (iiiiv) without duplication of any other clauses of this Section 9.2, by any Loan Party in any Restricted Subsidiary Non-Loan Party that is not a Loan PartyRestricted Subsidiary; provided that the aggregate principal amount of Investments outstanding at (A) any time under this clause 7.02(c)(iii) when combined with Investments in any Restricted Subsidiary that is not a Loan Party under clause 7.02(i) shall not exceed $150,000,000; provided, further that no such Investments made pursuant to this clause (iiiiv) in the form of intercompany loans shall be evidenced by notes that have been pledged (individually or pursuant to a promissory note unless (xglobal note) such promissory note is pledged to the Administrative Agent for the benefit of the Lenders in accordance with the terms requirements of the Security Agreement and (yB) all such Indebtedness the aggregate amount of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations Investments made pursuant to the terms of the Intercompany Notethis clause (iv) shall not exceed $37,500,000 at any time outstanding; (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 and other credits to suppliers in the ordinary course of business; (e) Investments (excluding loans consisting of Liens, Indebtedness, fundamental changes, Dispositions and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.019.1, 7.03 9.3 (other than 7.03(c9.3(c)(ii) and or (d)), 9.4 (other than 9.4(c)(ii), (d) and the proviso to or (f)), 7.04 9.5 (other than 7.04(c)(ii9.5(d)(ii) or (e)), 7.05 ) and 9.6 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d9.6(d) or (h)(ivg)(iv)) and 7.13), respectively; (f) Investments (i) existing or contemplated on the Closing Restatement Effective Date or made pursuant to legally binding written contracts in existence on the Closing Date and, with respect to each such Investment in an amount in excess of $50,000,000Restatement Effective Date, in each case case, set forth on Schedule 7.02(f9.2(f) and any modification, replacement, renewal, reinvestment or extension thereof of any of the foregoing; provided that does the amount of any Investment permitted pursuant to this Section 9.2(f) is not increase increased from the value thereof and (ii) existing amount of such Investment on the Closing Restatement Effective Date except pursuant to the terms of such Investment as of the Restatement Effective Date or as otherwise permitted by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereofanother clause of this Section 9.2; (g) Investments in Swap Contracts permitted under Section 7.03(f)9.3; (h) promissory notes, securities notes and other non-cash consideration that is permitted to be received in connection with Dispositions permitted by Section 7.059.5; (i) (x) any acquisition of (A) the Equity Interests of any Person that becomes a Restricted Subsidiary, (B) all or substantially all the assets of a Person or any business unit, division or line of business thereof or (C) all or substantially all of the customer lists of any Person or any business unit, division or line of business thereof (including, for the avoidance of doubt, “tuck in” acquisitions) or (y) any subsequent Investment made in a Person, business unit, division, line of business or assets previously acquired in a Permitted Acquisition, in each case of clause (x) or (y), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default under Section 8.01(a) or (f) exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); provided that the aggregate principal amount of Investments in any Restricted Subsidiary that is not a Loan Party under this clause 7.02(i) when combined with Investments outstanding at any time under clause 7.02(c)(iii) shall not exceed $150,000,000Acquisitions; (j) Investments constituting a part of the Transactions[Reserved]; (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (ml) loans and advances to Holdings (or any direct or indirect parent of the Borrower thereof) in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) ), Restricted Payments to the extent permitted to be made to Holdings (or such parent direct or indirect parent) in accordance with Section 7.06(f), 9.6(f) or (g), (h), (i), (j), (l) or ; (m)) without duplication of any other clauses of this Section 9.2, such Investment being treated for purposes other Investments that do not exceed $50,000,000 in the aggregate at any time outstanding, determined as of the applicable clause date of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (in each case, increased (without duplication) by (A) any Returns in respect thereof and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(n); (o) Investments made in respect of joint ventures or other similar agreements or partnerships in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (plus the amount of any Returns in respect thereof) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(o); (p) advances of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (iio) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings (or any direct or indirect parent of Holdingsthereof); (rp) Investments of held by a Restricted Subsidiary acquired after the Closing Effective Date or of a Person merged or amalgamated or consolidated into the Borrower or merged or consolidated with a Restricted Subsidiary in accordance with Section 7.04 9.4 after the Closing Effective Date (other than existing Investments in subsidiaries of such Subsidiary or Person, which must comply with the requirements of Sections 9.2(i) or (m)) to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; (q) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and Article 4 customary trade arrangements with customers consistent with past practices; (r) without duplication of, or aggregation with, any Investment made under any other clause of this Section 9.2, the Borrower and its Restricted Subsidiaries may make other Investments as long as the Payment Conditions are satisfied after giving effect thereto; (s) [reserved];Investments made by any Restricted Subsidiary that is not a Loan Party to the extent such Investments are financed with the proceeds received by such Restricted Subsidiary from an Investment made pursuant to clauses (c)(iv), (i) or (m) of this Section 9.2; and (t) Investments in deposit accounts, securities accounts and commodities accounts maintained Guarantees by the Borrower or any of its the Restricted Subsidiaries; Subsidiaries of leases (uother than Capitalized Leases) Investments constituting any part or of a reorganization and other activities related to tax planning; provided obligations that (i) no Event of Default shall have occurred and be continuingdo not constitute Indebtedness, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in each case entered into in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority ordinary course of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time, so long as (1) no Event of Default exists or would result from the making of such Investment and (2) in respect of Investments using clause (b) of the Cumulative Credit, the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 6.90:1.00 and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; (w) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility (including any contribution of replacement or substitute assets to such subsidiary) or any repurchase obligation in connection therewith; and (x) so long as no Event of Default under Section 8.01(a) or (f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 5.00:1.00business.

Investments. Make None of the Loan Parties will make or hold permit to remain outstanding any advance, loan, extension of credit or capital contribution to or investment in any Person, or purchase or own any stock, bonds, notes, debentures or other securities of any Person, or be or become a joint venturer with or partner of any Person (all such transactions being herein called "Investments"), except: (a) Investments by in obligations or securities received in settlement of debts (created in the Borrower or any ordinary course of its Restricted Subsidiaries in cash or Cash Equivalents or assets that were Cash Equivalents when such Investment was madebusiness) owing to a Loan Party; (b) loans or advances to officers, directors and employees of any Loan Party (or any direct or indirect parent thereof) or any of its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under this clause (iii) shall not exceed $50,000,000.existing Investments identified on Schedule 9.5 hereto; (c) Investments (i) in securities issued or guaranteed by the Borrower U.S. or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that agency thereof with maturities of one year or less from the aggregate principal amount date of Investments outstanding at any time under this clause 7.02(c)(iii) when combined with Investments in any Restricted Subsidiary that is not a Loan Party under clause 7.02(i) shall not exceed $150,000,000; provided, further that no such Investments made pursuant to this clause (iii) in the form of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement and (y) all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany Noteacquisition; (d) Investments consisting in certificates of extensions deposit and Eurodollar time deposits with maturities of credit in the nature of accounts receivable six months or notes receivable arising less from the grant date of trade credit acquisition, bankers' acceptances with maturities not exceeding six months and overnight bank deposits, in the ordinary course each case with any Lender or with any domestic commercial bank having capital and surplus in excess of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business$500,000,000; (e) Investments in repurchase obligations with a term of not more than seven days for securities of the types described in clause (excluding loans c) preceding with any Lender or with any domestic commercial bank having capital and advances made surplus in lieu excess of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectively$500,000,000; (f) Investments in commercial paper of a domestic issuer rated A-1 or better or P-1 or better by Standard & Poor's Corporation or Moodx'x Xxxestors Services, Inc., respectively, maturing not more than 270 days from the date of acquisition; (i) Investments (other than intercompany Debt referred to in clause (h) below) by Holdings in its Subsidiaries and by the Borrower in its Subsidiaries, in each case existing or contemplated on the Closing Date or required to occur in accordance with this Agreement, (ii) Investments made by Holdings in the Borrower, including, without limitation, contributions to the equity capital of the Borrower required to be made by Holdings pursuant to legally binding written contracts this Agreement, (iii) Investments by Holdings in existence on its Unrestricted Subsidiaries, and (iv) additional Investments by the Borrower in its Subsidiaries made after the Closing Date and, in an aggregate amount not to exceed $1,000,000 with respect to each such Investment in an amount in excess of $50,000,000, in each case set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase all Subsidiaries other than the value thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereof; (g) Investments in Swap Contracts permitted under Section 7.03(f)Operating Subsidiaries; (h) promissory notes, securities and other non-cash consideration received in connection with Dispositions intercompany Debt permitted by pursuant to Section 7.059.1(b); (i) (x) any acquisition of (A) the Equity Interests of any Person that becomes a Restricted Subsidiary, (B) all or substantially all the assets of a Person or any business unit, division or line of business thereof or (C) all or substantially all of the customer lists of any Person or any business unit, division or line of business thereof (including, for the avoidance of doubt, “tuck in” acquisitions) or (y) any subsequent Investment made in a Person, business unit, division, line of business or assets previously acquired in a Permitted Acquisition, in each case of clause (x) or (y), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default under Section 8.01(a) or (f) exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise Interest Rate Protection Agreements permitted by Section 7.039.1; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); provided that the aggregate principal amount of Investments in any Restricted Subsidiary that is not a Loan Party under this clause 7.02(i) when combined with Investments outstanding at any time under clause 7.02(c)(iii) shall not exceed $150,000,000;or (j) Investments constituting a part temporary loans or advances to employees, officers and directors of the Transactions; (k) Investments Loan Parties in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to any direct or indirect parent of the Borrower that do not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) exceed $200,000 at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis outstanding in accordance with Section 1.09) (in each case, increased (without duplication) by (A) any Returns in respect thereof and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(n)aggregate amount; (o) Investments made in respect of joint ventures or other similar agreements or partnerships in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (plus the amount of any Returns in respect thereof) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(o); (p) advances of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of Holdings; (r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) [reserved]; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time, so long as (1) no Event of Default exists or would result from the making of such Investment and (2) in respect of Investments using clause (b) of the Cumulative Credit, the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 6.90:1.00 and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; (w) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility (including any contribution of replacement or substitute assets to such subsidiary) or any repurchase obligation in connection therewith; and (x) so long as no Event of Default under Section 8.01(a) or (f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 5.00:1.00.

Investments. Make No Company shall, make, or hold permit to remain outstanding any Investments, Investments except: (a) Investments by outstanding on the Borrower or any of its Restricted Subsidiaries in cash or Cash Equivalents or assets that were Cash Equivalents when such Investment was madeSigning Date identified on Schedule 3.14 (to be updated on the Initial Funding Date, as applicable); (b) loans or advances Investments in cash and Cash Equivalents that are, to officersthe extent required hereunder, directors subject to the Security Agreement and employees Control Agreements in favor of any Loan Party Administrative Agent; (or any direct or indirect parent thereofc) or any extensions of its Subsidiaries credit by (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposesany Obligor to any other Obligor, (ii) any Obligor to any Wholly-Owned Subsidiary that is not an Obligor in connection an amount not to exceed, when combined with equity contributions by any Obligor to any Wholly-Owned Subsidiary that is not an Obligor pursuant to Section 6.5(d), in aggregate outstanding principal amount for all such Person’s purchase extensions of Equity Interests credit and equity contributions not exceeding at any time the greater of the Borrower or any direct or indirect parent thereof or to permit the payment (x) $25,000,000 and (y) 10.0% of taxes with respect thereto; provided thatApplicable EBITDA, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under this clause (iii) shall not exceed $50,000,000. (c) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) by any Restricted a Wholly-Owned Subsidiary that is not a Loan Party in any other Restricted an Obligor to another Wholly-Owned Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of Investments outstanding at any time under this clause 7.02(c)(iii) when combined with Investments in any Restricted Subsidiary that is not a Loan Party under clause 7.02(i) shall not exceed $150,000,000; provided, further that no such Investments made pursuant to this clause (iii) in the form of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement and (y) all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany Notean Obligor; (d) Investments consisting equity contributions by (i) any Obligor to any other Obligor, (ii) any Obligor to any Wholly-Owned Subsidiary that is not an Obligor in an amount not to exceed, when combined with the then outstanding balance of loans made by any Obligor to any Wholly-Owned Subsidiary that is not an Obligor pursuant to Section 6.5(c), in aggregate outstanding principal amount for all such extensions of credit in and equity contributions not exceeding at any time the nature greater of accounts receivable or notes receivable arising from the grant (x) $25,000,000 and (y) 10.0% of trade credit in the ordinary course of businessApplicable EBITDA, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits (iii) a Wholly-Owned Subsidiary that is not an Obligor to suppliers in the ordinary course of businessanother Wholly-Owned Subsidiary that is not an Obligor; (e) Investments (excluding loans and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions Hedging Agreements permitted under Sections 7.01, 7.03 (other than 7.03(c) Section 6.12 and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectivelyCash Management Services; (f) Investments (i) existing or contemplated on the Closing Date or made consisting of deposits that constitute Permitted Encumbrances pursuant to legally binding written contracts in existence on the Closing Date and, with respect to each such Investment in an amount in excess of $50,000,000, in each case set forth on Schedule 7.02(fclauses (c) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (iid) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereof; (g) Investments (including debt obligations and Equity Interests) received in Swap Contracts permitted under Section 7.03(f)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 or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (h) Investments constituting (i) Accounts Receivable arising, (ii) trade debt granted, or (iii) deposits made by Borrowers or a Subsidiary in connection with the purchase price of goods or services, in each case in the Ordinary Course of Business; (i) loans and advances to officers, directors, and employees of any Company in the Ordinary Course of Business (including loans in connection with the benefit plan of Borrowers, and non-cash loans by Borrowers used by such Persons to simultaneously purchase Equity Interests of Borrowers) not to exceed at any time outstanding an aggregate amount equal to the greater of (x) $7,500,000 and (y) 2.5% of Applicable EBITDA; (j) the consummation of Permitted Acquisitions; (k) the establishment or creation of Wholly-Owned Subsidiaries by an Obligor, provided, in each case, such Obligor and such Subsidiary shall have complied with the provisions of Section 5.8 in respect thereof; (l) any Guarantee of, or assumption of Indebtedness of, any other Person in either case to the extent the Person incurring such Guarantee or assuming such Indebtedness would have been permitted to incur the underlying Indebtedness under Section 6.1; (m) Investments received as promissory notes, securities and other non-cash consideration received in connection with Dispositions transactions permitted by pursuant to Section 7.056.4; (n) Investments consisting of the Farm Credit Equities and any other stock or securities of, or Investments in, Farm Credit Banks or their investment services or programs; (o) Investments in negotiable instruments deposited or to be deposited for collection in the Ordinary Course of Business; (p) equity Investments by any Obligor in any Subsidiary of such Obligor which is required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (q) so long as no Default or Event of Default then exists or would be caused thereby, (i) Investments in an aggregate amount at any time outstanding not to exceed the greater of (x) any acquisition of (A) the Equity Interests of any Person that becomes a Restricted Subsidiary, (B) all or substantially all the assets of a Person or any business unit, division or line of business thereof or (C) all or substantially all of the customer lists of any Person or any business unit, division or line of business thereof (including, for the avoidance of doubt, “tuck in” acquisitions) or $50,000,000 and (y) any subsequent Investment made in 20.0% of Applicable EBITDA, and (ii) additional Investments, so long as, both immediately before and after giving effect thereto, the Consolidated Net Leverage Ratio is not greater than 3.00 to 1.00, calculated on a Person, business unit, division, line pro forma basis as of business the end of the most recent Fiscal Quarter for which financial statements have been delivered (or assets previously are required to be delivered)to the Lenders pursuant to Section 5.1(a) or 5.1(b); (r) Investments held by a Person acquired in a Permitted Acquisition, in each case of clause (x) Acquisition or (y), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default under Section 8.01(a) or (f) exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise other similar permitted by Section 7.03; and (iii) Investment to the extent required by that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in date of such purchase Permitted Acquisition or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); provided that the aggregate principal amount of Investments in any Restricted Subsidiary that is not a Loan Party under this clause 7.02(i) when combined with Investments outstanding at any time under clause 7.02(c)(iii) shall not exceed $150,000,000similar permitted Investment; (js) Investments constituting a part of made to effect, or otherwise in connection with the consummation of, the Transactions; (kt) Investments in the ordinary course Ordinary Course of business Business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to any direct or indirect parent of the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (in each case, increased (without duplication) by (A) any Returns in respect thereof and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(n); (o) Investments made in respect of joint ventures or other similar agreements or partnerships in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (plus the amount of any Returns in respect thereof) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(o); (p) advances of payroll payments to employees in the ordinary course of business; (iu) Investments made in the ordinary course Ordinary Course of business Business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course Ordinary Course of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of Holdings;Business; and (r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) [reserved]; (tv) Investments in deposit accounts, commodities and securities accounts and commodities accounts maintained by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties opened in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority Ordinary Course of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time, so long as (1) no Event of Default exists or would result from the making of such Investment and (2) in respect of Investments using clause (b) of the Cumulative Credit, the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 6.90:1.00 and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; (w) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility (including any contribution of replacement or substitute assets to such subsidiary) or any repurchase obligation in connection therewith; and (x) so long as no Event of Default under Section 8.01(a) or (f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 5.00:1.00Business.

Investments. Make No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or hold indirectly, make or own any InvestmentsInvestment in any Person, including without limitation any Joint Venture, except: (a) Investments by the Borrower or any of its Restricted Subsidiaries in cash or Cash Equivalents or assets that were and Cash Equivalents when such Investment was madeEquivalents; (b) equity Investments owned as of the Closing Date in any Subsidiary and 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 suppliers made in the ordinary course of business consistent with the past practices of Borrower and its Subsidiaries; (d) intercompany loans or and guarantees to the extent permitted under Sections 6.1(b) and (g); (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 6.6(e), not to exceed $100,000 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 6.6 of the Credit Agreement Disclosure Letter; (h) Investments to the extent permitted under Section 6.1(n); (i) Reasonable and customary advances to officers, directors and employees of any Loan Party (or any direct or indirect parent thereof) or any of the Borrower and its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent thereof or an aggregate amount not to permit the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding exceed $150,000 at any time under this clause (iii) shall not exceed $50,000,000.outstanding, for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business; and (cj) Investments (i) by the Borrower or any Restricted Subsidiary Credit Party in any Loan Party (other than Holdings)Credit Party, (ii) by any Restricted Subsidiary that is not a Loan Credit Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Credit Party in any Restricted a Subsidiary that is not a Loan Party; provided that Credit Party in the aggregate principal amount case of Investments outstanding at any time under this clause 7.02(c)(iii) when combined with Investments in any Restricted Subsidiary that is not a Loan Party under clause 7.02(i) shall not exceed $150,000,000; provided, further that no such Investments made pursuant to this clause (iii) in the form of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged an aggregate amount not to the Administrative Agent in accordance with the terms of the Security Agreement and (y) all such Indebtedness of exceed $500,000 at any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany Notetime outstanding; (dk) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant and extensions of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers arising in the ordinary course of business; (el) 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 6.6 (excluding loans and advances made in lieu of Restricted Payments pursuant without reference to and limited by this Section 7.02(m6.6(l)); (m) below) Investments consisting of transactions permitted under Sections 7.01, 7.03 by Section 6.8; (n) Investments made with Capital Stock (other than 7.03(cDisqualified Stock) and (d) and of Borrower or with the proviso to (f)), 7.04 net proceeds of any substantially concurrent issuance of Capital Stock (other than 7.04(c)(iiDisqualified Stock) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectivelyof Borrower; (fo) Investments consisting of Swap Agreements (iincluding, without limitation, forward, spot or future contracts) existing for purposes of hedging interest rates or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date and, with respect to each such Investment in an amount in excess of $50,000,000foreign exchange, in each case set forth on Schedule 7.02(f) and any modificationcase, replacement, renewal, reinvestment or extension thereof that does entered into not increase for speculative purposes in the value thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereofordinary course of business; (g) Investments in Swap Contracts permitted under Section 7.03(f); (h) promissory notes, securities and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (i) (x) any acquisition of (A) the Equity Interests of any Person that becomes a Restricted Subsidiary, (B) all or substantially all the assets of a Person or any business unit, division or line of business thereof or (C) all or substantially all of the customer lists of any Person or any business unit, division or line of business thereof (including, for the avoidance of doubt, “tuck in” acquisitions) or (y) any subsequent Investment made in a Person, business unit, division, line of business or assets previously acquired in a Permitted Acquisition, in each case of clause (x) or (y), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default under Section 8.01(a) or (f) exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); provided that the aggregate principal amount of Investments in any Restricted Subsidiary that is not a Loan Party under this clause 7.02(i) when combined with Investments outstanding at any time under clause 7.02(c)(iii) shall not exceed $150,000,000; (j) Investments constituting a part of the Transactions; (kp) Investments in the ordinary course of business consisting of UCC Article 3 (i) endorsements of negotiable instruments for collection or deposit deposit, (ii) cash or other deposits otherwise permitted under Sections 6.1 and UCC Article 4 customary trade arrangements 6.2, and (iii) cxxx xxxxxxx money deposits made by Borrower or any of its Subsidiaries in connection with customers consistent with past practicesany letter of intent or purchase agreement not otherwise prohibited hereunder; (lq) Cash Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to any direct or indirect parent of the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) Joint Ventures in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 1,500,000 and 30.05% of Consolidated Adjusted EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (in each case, increased (without duplication) by (A) any Returns in respect thereof and (B) the gain in any fair market value of the Investments made under this clause (n) in Borrower and its Subsidiaries at any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(n);outstanding; and (or) other Investments made in respect of joint ventures or other similar agreements or partnerships in an aggregate amount (valued at the time of the making thereof, and without giving effect not to any write-downs or write-offs thereof) exceed at any time not to exceed the greater of (x) $300,000,000 500,000 and 30.0(y) 5% of Consolidated Adjusted EBITDA of Borrower and its Subsidiaries, during the term of this Agreement; provided that for any Investment by a Credit Party in any entity that is not or will not become a Credit Party (x) no Default or Event of Default exists before and after such Investment and (y) the most recently completed Test Period for aggregate amount of such Investments shall not exceed $500,000. Notwithstanding the foregoing, in no event shall any Credit Party make any Investment which financial statements have been delivered (determined on a Pro Forma Basis results in accordance with or facilitates in any manner any Restricted Junior Payment not otherwise permitted under the terms of Section 1.09) (plus 6.4. For purposes of covenant compliance, the amount of any Returns in respect thereof) that does not increase the Cumulative Credit, in each case not in excess of Investment shall be the amount otherwise permitted under this Section 7.02(o); (p) advances actually invested, less any return of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of Holdings; (r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) [reserved]; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained capital actually received by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties Credit party in cash in the Collateral pursuant to the Collateral Documents shall remain in full force form of dividends and effect and perfected (to at least the same extent distributions, without adjustment for subsequent increases or decreases in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time, so long as (1) no Event of Default exists or would result from the making value of such Investment and (2) in respect of Investments using clause (b) of the Cumulative Credit, the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 6.90:1.00 and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; (w) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility (including any contribution of replacement or substitute assets to such subsidiary) or any repurchase obligation in connection therewith; and (x) so long as no Event of Default under Section 8.01(a) or (f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 5.00:1.00Investment.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower or any of and its Restricted Subsidiaries in cash or the form of Cash Equivalents or assets that were Cash Equivalents when such Investment was madeEquivalents; (b) loans or advances to officers, directors and employees of any Loan Party (or any direct or indirect parent thereof) or any of the Borrower and its Subsidiaries (i) in an aggregate amount not to exceed $10,000,000 at any time outstanding, for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes; (i) Investments by the Borrower and its Subsidiaries in Loan Parties, (ii) Investments by Subsidiaries that are not Loan Parties in connection other Subsidiaries that are not Loan Parties, (iii) Investments by the Loan Parties in Subsidiaries that are not Loan Parties in an aggregate amount invested from the Funding Date, together with such Person’s purchase the amount of Equity Interests of Investments by Loan Parties in Persons that are not Loan Parties pursuant to clause (g) below, not to exceed $200,000,000; provided that in the event the Borrower or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under this clause (iii) shall not exceed $50,000,000. (c) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) by received a return of any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of Investments outstanding at any time under this clause 7.02(c)(iii) when combined with Investments in any Restricted Subsidiary that is not a Loan Party under clause 7.02(i) shall not exceed $150,000,000; provided, further that no such Investments made Investment pursuant to this clause (iii) ), an amount equal to such return shall be available for Investments in the form fiscal year of intercompany loans Borrower in which such return is received and thereafter and (iv) Investments in joint venture entities in an aggregate amount invested not to exceed $200,000,000 during each fiscal year of the Borrower; provided that in the event the Borrower or any Subsidiary received a return of any such Investment pursuant to this clause (iv), an amount equal to such return, not to exceed the amount of the original Investment, shall be evidenced by a promissory note unless (x) such promissory note is pledged to available for Investments in the Administrative Agent in accordance with the terms fiscal year of the Security Agreement Borrower in which such return is received and (y) all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany Notethereafter; (di) 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 (ii) Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers the extent reasonably necessary in the ordinary course of businessorder to prevent or limit loss; (e) Investments (excluding loans and advances made in lieu of Restricted Payments pursuant to and limited Guarantees not prohibited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectively7.02; (f) Investments (iother than those referred to in Section 7.03(c)(i)) existing or contemplated on the Closing Funding Date or made pursuant to legally binding written contracts in existence on the Closing Date and, with respect to each such Investment in an amount in excess of $50,000,000, in each case and set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereof7.03; (g) Investments in Swap Contracts permitted under Section 7.03(f); (h) promissory notes, securities and the purchase or other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (i) (x) any acquisition of (A) all of the Equity Interests of any Person that becomes a Restricted Subsidiaryin, (B) all or substantially all the assets of a Person or any business unit, division or line of business thereof or (C) all or substantially all of the customer lists of property of, or business unit or division of, any Person that, upon the consummation thereof, will be wholly-owned directly by the Borrower or any business unit, division one or line more of business thereof its wholly-owned Subsidiaries (including, for the avoidance of doubt, “tuck in” acquisitions) or (y) any subsequent Investment made in including as a Person, business unit, division, line of business or assets previously acquired in a Permitted Acquisition, in each case of clause (x) or (y), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default under Section 8.01(a) or (f) exists at the time of the signing result of a definitive acquisition agreement merger or consolidation); provided that, with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such each purchase or other acquisition shall constitute Collateral made pursuant to this Section 7.03(g): (i) the Loan Parties and (B) any such newly created or acquired Restricted Subsidiary shall, or will within the times specified therein, have complied with the requirements of Section 6.17 (to the extent applicable); (ii) (A) immediately before and immediately after giving effect to any such purchase or other acquisition, no Default shall have occurred and be continuing; and (B) immediately after giving effect to such purchase or other acquisition on a Pro Forma Basis, the Borrower and its Subsidiaries shall be in compliance with all of the covenants set forth in Section 7.11 for the most recently ended Measurement Period for which financial statements have been delivered pursuant to Section 6.01; (iii) as to any such acquisition involving cash consideration of more than an Excluded Subsidiary$50,000,000 in the aggregate, the Borrower shall have delivered to the Administrative Agent, at least five Business Days 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 (g) shall become a Guarantorhave been satisfied or will be satisfied, in each case in accordance with Section 6.11 to the extent required to be satisfied, on or prior to the consummation of such purchase or other acquisition; and (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); provided that iv) the aggregate principal amount of Investments made by Loan Parties in any Restricted Subsidiary Persons that is not a become Loan Party under Parties pursuant to this clause 7.02(i(g), together with the aggregate amount of Investments by Loan Parties in Subsidiaries that are not Loan Parties pursuant to clause (c)(iii) when combined with Investments outstanding at above (after giving effect to any time under clause 7.02(c)(iii) return on any such Investments), shall not exceed $150,000,000200,000,0000; (h) any Investment by the Borrower and its Subsidiaries in a Special Purpose Finance Subsidiary which, in the judgment of the Borrower, is prudent and reasonably necessary in connection with, or otherwise required by the terms of, any Permitted Receivables Facility; (i) other Investments not exceeding $200,000,000 in the aggregate at any one time; (j) Investments constituting a part other Investments; provided that, at the time each such Investment is made in reliance on this clause (j), the aggregate amount of such Investment does not exceed the TransactionsAvailable Amount at such time; (k) Investments of any Person existing at the time such Person becomes a Subsidiary or consolidates or merges with the Borrower or any Subsidiary so long as such Investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (l) Investments made as a result of the receipt of noncash consideration from any Disposition in compliance with Section 7.05; (m) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to any direct or indirect parent of the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investmentdeposit; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this resulting from any pledge or deposit not prohibited by Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (in each case, increased (without duplication) by (A) any Returns in respect thereof and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(n)7.01; (o) Investments made in respect of joint ventures or other similar agreements or partnerships in an aggregate amount (valued at the time Swap Contracts of the making thereof, and without giving effect type that satisfy the requirements set forth in the proviso to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (plus the amount of any Returns in respect thereof) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(o7.02(a); (p) advances of payroll payments any other Investments, so long as (A) immediately before and immediately after giving effect to employees in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtainingany such Investment, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of Holdings; (r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) [reserved]; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, ; and (ivB) immediately after giving effect to any such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time, so long as (1) no Event of Default exists or would result from the making of such Investment and (2) in respect of Investments using clause (b) of the Cumulative CreditInvestment, the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 6.90:1.00 and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that for the Borrower elects and its Subsidiaries shall be no greater than 3.50:1.00 for the most recently ended Measurement Period for which financial statements have been delivered pursuant to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; (w) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility (including any contribution of replacement or substitute assets to such subsidiary) or any repurchase obligation in connection therewithSection 6.01; and (xq) so long as no Event of Default under in each case to the extent constituting Investments and subject to Section 8.01(a) or (f) shall have occurred and be continuing or would otherwise result therefrom7.14, other Investments such that any transactions contemplated by the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 5.00:1.00Separation.

Investments. Make or hold any Investments, except: (a) Investments by the Borrower or any of its Restricted Subsidiaries in cash or Cash Equivalents or assets that were Cash Equivalents when such Investment was made; (b) loans or advances to officers, directors and employees of any No Loan Party shall, without Lender’s prior consent (which consent Lender, in good faith, shall have no obligation to provide), purchase or any direct or indirect parent thereof) or any of its Subsidiaries otherwise acquire: (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under this clause (iii) shall not exceed $50,000,000. (c) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of Investments outstanding at any time under this clause 7.02(c)(iii) when combined with Investments in any Restricted Subsidiary that is not a Loan Party under clause 7.02(i) shall not exceed $150,000,000; provided, further that no such Investments made pursuant to this clause (iii) in the form of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement and (y) all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany Note; (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 and other credits to suppliers in the ordinary course of business; (e) Investments (excluding loans and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectively; (f) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date and, with respect to each such Investment in an amount in excess of $50,000,000, in each case set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereof; (g) Investments in Swap Contracts permitted under Section 7.03(f); (h) promissory notes, securities and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (i) (x) any acquisition of (A) the Equity Interests of any Person that becomes a Restricted Subsidiary, (B) all or substantially all the assets of a Person or any business unit, division or line of business thereof or (C) all or substantially all of the customer lists assets of any Person or the assets comprising any business unit, division or line of business thereof (including, for the avoidance of doubt, “tuck in” acquisitions) or (y) any subsequent Investment made in a Person, business unit, division, line of business or assets previously acquired in a Permitted Acquisition, in each case of clause (x) business unit or (y), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default under Section 8.01(a) or (f) exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); provided that the aggregate principal amount of Investments in any Restricted Subsidiary that is not a Loan Party under this clause 7.02(i) when combined with Investments outstanding at any time under clause 7.02(c)(iii) shall not exceed $150,000,000; (j) Investments constituting a part of the Transactions; (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to any direct or indirect parent of the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (in each case, increased (without duplication) by (A) any Returns in respect thereof and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(n); (o) Investments made in respect of joint ventures or other similar agreements or partnerships in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (plus the amount of any Returns in respect thereof) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(o); (p) advances of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of Holdings; (r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) [reserved]; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuingdivision, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties partnership, joint venture or limited liability company interest in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such mergeror with any Person, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) the securities of, create, form or invest in any Restricted Subsidiaries that were Loan Parties at Person (including a Subsidiary), or hold beneficially evidences of Indebtedness of, or make any investment or acquire any interest in, or make any advance or loan to, or assume any liability on behalf of, any other Person other than: (A) as expressly provided in this Agreement; (B) advances to officers and employees with respect to expenses incurred by those officer and employees, which expenses are (1) in the time the Investment is entered into shall be Loan Parties after such Investments are completedusual and ordinary course of business of a Borrower, (2) reimbursable by a Borrower, and (iv3) such reorganization and other activities shall do not impair or adversely affect exceed in the aggregate the perfection and priority of the Collateral Agent’s security interests in aggregate, $50,000, outstanding at any Collateralone time; (vC) Investments using Loans by one Borrower to, and held by, another Borrower that is unsecured and subordinated in right of payment to the Obligations. Anything to the contrary in this Agreement or the other Loan Documents notwithstanding, no Borrower may receive Revolving Loans from Lender or loans or advances from any other Borrower (ieach, a “Senior or Intercompany Advance” and collectively, “Senior or Intercompany Advances”) if, when taking into account on a pro forma basis the Cumulative Credit at proposed Senior or Intercompany Advance, the applicable Borrower would have Loans (either directly from Lender or indirectly from another Borrower) that exceed the sum of (1) one hundred ten percent (110%) of the book value of such timeBorrower’s accounts receivable and inventory and (2) one hundred twenty five percent (125%) of the net book value of such Borrower’s owned Equipment and real property; (D) short term investments of excess working capital in one or more of the following so long as no Revolving Loans are then outstanding: (1) investments (of one year or less) in direct or guaranteed obligations of the United States, or any agencies thereof; and (2) investments (of one year or less) in certificates of deposit of banks or trust companies organized under the laws of the United States or any jurisdiction thereof, provided that such banks or trust companies are insured by the Federal Deposit Insurance Corporation and have capital in excess of $250,000,000; (E) loans, advances or equity investments in Xxxxxx Xxxxxxxxxx Shanghai, CECO Environmental Mexico, CECO Environmental Services, Canadian Acquisition Co., Flextor, Flextor Brazil or Flextor Chile (other than transactions contemplated by clause (b) of Section 5.8), so long as (1) the aggregate amount of such investments does not exceed $1,000,000 during the term of this Agreement, (2) no Event of Default exists or would result shall exist at the time of making each such investment, (3) no Event of Default shall result, on a pro forma basis, from the making of each such Investment investment, and (24) in respect after the making of Investments using clause each such investment, Revolving Loan Availability is equal to or greater than $1,000,000. To determine whether there is pro forma compliance with the Financial Covenants, Parent, Group and Borrowers will, on a pro forma basis, (bx) restate the financial statements received by Lender for the Fiscal Quarter or the Fiscal Year, as applicable, ended most closely before the date such investment is proposed to be made as if the proposed investment had been made at the beginning of the Cumulative Creditapplicable Test Period and (y) calculate the Financial Covenants taking into account such proposed investment as if the proposed investment had been made at the beginning of the applicable Test Period. Parent, Group and Borrowers will deliver such pro forma analysis to Lender at least 10 Business Days prior to making each such investment; and (F) (i) the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 6.90:1.00 equity investment of 2,800,000 Canadian Dollars made by Parent in Canadian Acquisition Co. and (ii) the portionloan of 4,200,000 Canadian Dollars made by Parent to Canadian Acquisition Co. (the “Flextor Loan”), in each case to fund the Flextor Acquisition. (b) To the extent that Lender consents to the acquisition or formation of any Domestic Subsidiary after the Effective Date, Parent or, if anyapplicable, of the Available Excluded Contribution Amount on Group, if requested by Lender, will cause such date that the Subsidiary to become a Borrower elects to apply to this clause (v)(ii) hereunder and a party to the extent such Investment other Loan Documents to which any Borrower is made within 12 months of the date of designation of such Available Excluded Contribution Amount; (w) Investments in or relating then a party, pursuant to a Securitization Subsidiary that, written joinder agreement on terms and in the good faith determination of the Borrower are necessary or advisable substance satisfactory to effect any Qualified Securitization Facility (including any contribution of replacement or substitute assets to such subsidiary) or any repurchase obligation in connection therewith; and (x) so long as no Event of Default under Section 8.01(a) or (f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 5.00:1.00Lender.

Investments. Make or hold The Company will not, nor will the Company permit any Investments, except: (a) Investments by the Borrower or any of its Restricted Subsidiaries in cash or Cash Equivalents or assets that were Cash Equivalents when such Investment was made; (b) loans or advances to officers, directors and employees of any Subsidiary Loan Party to, purchase, hold or acquire (including pursuant to any consolidation or merger with any direct or indirect parent thereof) or any of its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided Person that the aggregate principal amount outstanding at any time under this clause (iii) shall not exceed $50,000,000. (c) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is was not a Loan Party in prior to such consolidation or merger, it being understood that any other Restricted consolidation or merger of a Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of Investments outstanding at any time under this clause 7.02(c)(iii) when combined with Investments in any Restricted Subsidiary that is not a Loan Party under clause 7.02(i) shall not exceed $150,000,000; provided, further that no such Investments made pursuant to this clause (iii) in the form of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement and (y) all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated treated as an investment in such Subsidiary if the survivor of such consolidation or merger is not a Subsidiary Loan Party) any Equity Interests in or evidences of Indebtedness or other securities of, make or permit to the Obligations pursuant exist any loans or advances to, Guarantee any Indebtedness of, or make or permit to the terms exist any other investment in, any Subsidiary that is not a Subsidiary Loan Party (each of the Intercompany Note; foregoing being an “Investment”), except (a) those existing on February 19, 2009, (b) those made after February 19, 2009, in an aggregate amount not to exceed $200,000,000, (c) contributions by the Company or any Subsidiary Loan Party of Equity Interests in any Foreign Subsidiary to any other Foreign Subsidiary, (d) Investments consisting licenses by the Company or any Subsidiary Loan Party to any Consolidated Subsidiary that is not a Loan Party of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit intellectual property in the ordinary course of business, and Investments received (e) transfers or licenses by the Company or any Subsidiary Loan Party to any Foreign Subsidiary of any intellectual property that is usable primarily, or for use primarily, outside of the United States, (f) accounts receivable held by a Loan Party arising out of the sale of inventory or provision of services, in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers each case in the ordinary course of business; (e) Investments (excluding loans and advances made in lieu of Restricted Payments pursuant , to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectively; (f) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date and, with respect to each such Investment in an amount in excess of $50,000,000, in each case set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereof; (g) Investments in Swap Contracts permitted under Section 7.03(f); (h) promissory notes, securities and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (i) (x) any acquisition of (A) the Equity Interests of any Person that becomes a Restricted Subsidiary, (B) all or substantially all the assets of a Person or any business unit, division or line of business thereof or (C) all or substantially all of the customer lists of any Person or any business unit, division or line of business thereof (including, for the avoidance of doubt, “tuck in” acquisitions) or (y) any subsequent Investment made in a Person, business unit, division, line of business or assets previously acquired in a Permitted Acquisition, in each case of clause (x) or (y), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default under Section 8.01(a) or (f) exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); provided that the aggregate principal amount of Investments in any Restricted Subsidiary that is not a Loan Party under and (g) any other Investment if, at the time thereof and after giving effect thereto, the Unrestricted Basket Conditions are satisfied. Notwithstanding the foregoing, this clause 7.02(i) when combined with Investments outstanding Section shall not apply at any time, or to any Investment made at any time under clause 7.02(c)(iii) shall not exceed $150,000,000; (j) Investments constituting a part of the Transactions; (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to any direct or indirect parent of the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), that (i)) if both rating agencies shall then have a Credit Rating in effect, (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, Credit Ratings are Baa3 and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) BBB- (in each case, increased (without duplicationwith stable outlook) by (A) any Returns in respect thereof and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(n); (o) Investments made in respect of joint ventures or other similar agreements better or partnerships in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (plus the amount of any Returns in respect thereof) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(o); (p) advances of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (ii) Investments to if only one rating agency shall then have a Credit Rating in effect, such Credit Rating is Baa3 or BBB- (in each case, with stable outlook), as applicable, or better. For the extent that payment for such Investments is avoidance of doubt, an Investment made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of Holdings; (r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) [reserved]; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to either clause (g) of this Section 5.17 or the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into preceding sentence of this Section 5.17 shall be Loan Parties after permitted notwithstanding that the conditions set forth in such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time, so long as (1) no Event of Default exists or would result from the making of such Investment and (2) in respect of Investments using clause (b) of the Cumulative Credit, the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 6.90:1.00 and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; (w) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility (including any contribution of replacement or substitute assets to such subsidiaryg) or any repurchase obligation in connection therewith; and (x) so long as no Event of Default under Section 8.01(a) or (f) the immediately preceding sentence shall have occurred and thereafter cease to be continuing or would otherwise result therefrom, other Investments such that the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 5.00:1.00satisfied.

Investments. Make No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or hold indirectly, make any InvestmentsAcquisition or make or own any Investment (including if made as an Acquisition) in any Person, including any Joint Venture, except: (a) Investments by the Borrower or any of its Restricted Subsidiaries in cash or Cash Equivalents or assets that were and Cash Equivalents when such Investment was madeEquivalents; (b) loans or advances to officers, directors and employees of any Loan Party (or any direct or indirect parent thereof) or any of its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposesequity Investments owned as of the Closing Date in any Subsidiary, (ii) Investments made after the Closing Date in connection with such Person’s purchase any Guarantor Subsidiaries of Equity Interests of the Borrower or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity Company and (iii) for so long as (A) no Default has occurred and is continuing or would result from such Investment and (B) after giving effect to such Investment, Consolidated Liquidity is at least $3,000,000, additional Investments by the Credit Parties in Subsidiaries that are not Guarantor Subsidiaries in an aggregate amount not to exceed (1) $500,000 in any other purposes not described Fiscal Year and (2) $1,000,000 in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under this clause (iii) shall not exceed $50,000,000.aggregate; (c) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of Investments outstanding at any time under this clause 7.02(c)(iii) when combined with Investments in any Restricted Subsidiary that is not a Loan Party under clause 7.02(i) shall not exceed $150,000,000; provided, further that no such Investments made pursuant to this clause (iii) in the form of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement and (y) all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany Note; (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 Securities voluntarily accepted in satisfaction or partial satisfaction thereof from financially troubled account debtors debtors, and (ii) deposits, prepayments and other credits to suppliers made in the ordinary course of businessbusiness consistent with the past practices of Holdings and its Subsidiaries; (d) intercompany loans to the extent permitted under Section 6.1(b); (e) Investments (excluding loans and advances made in lieu Company or any of Restricted Payments pursuant to and limited its Guarantor Subsidiaries for purposes of making Consolidated Capital Expenditures permitted by Section 7.02(m6.8(c) below) consisting in respect of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) fixed assets directly owned by Company or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectivelyany of its Guarantor Subsidiaries; (f) 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 $250,000 at any time outstanding; (ig) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date and, with respect to each such Investment in an amount in excess of $50,000,000, in each case set forth on Schedule 7.02(fAcquisition; (h) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) Investments existing on the Closing Date by Holdings or any Restricted Subsidiary described in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereof; (g) Investments in Swap Contracts permitted under Section 7.03(f); (h) promissory notes, securities and other non-cash consideration received in connection with Dispositions permitted by Section 7.05Schedule 6.7; (i) (x) any acquisition of (A) the Equity Interests of any Person that becomes a Restricted Subsidiary, (B) all or substantially all the assets of a Person or any business unit, division or line of business thereof or (C) all or substantially all of the customer lists of any Person or any business unit, division or line of business thereof (including, for the avoidance of doubt, “tuck in” acquisitions) or (y) any subsequent Investment made in a Person, business unit, division, line of business or assets previously acquired in a Permitted Acquisition, in each case of clause (x) or (y), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default under Section 8.01(a) or (f) exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise Guaranties permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); provided that the aggregate principal amount of Investments in any Restricted Subsidiary that is not a Loan Party under this clause 7.02(i) when combined with Investments outstanding at any time under clause 7.02(c)(iii) shall not exceed $150,000,0006.1; (j) Investments constituting a part of the Transactions; (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or and in settlement of delinquent obligations of, or other disputes with, of customers and suppliers suppliers, in each case, arising in the ordinary course of business or upon the foreclosure and consistent with respect to any secured Investment or other transfer of title with respect to any secured Investmentpast practices; (mk) loans deposits in Deposit Accounts and advances to any direct or indirect parent of the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (in each case, increased (without duplication) by (A) any Returns in respect thereof and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(n); (o) Investments made in respect of joint ventures or other similar agreements or partnerships in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (plus the amount of any Returns in respect thereof) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(o); (p) advances of payroll payments to employees in the ordinary course of business; (i) Investments Securities Accounts made in the ordinary course of business and in connection compliance with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course other terms of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of Holdingsthis Agreement; (rl) other Investments (other than Investments of the types listed in Section 6.7(a) - (k)) in an aggregate amount not to exceed $500,000 during the term of this Agreement; (m) unsecured Guaranties from Holdings or Letters of Credit issued on behalf of Holdings to support real property lease obligations of any Person that is not a Restricted Subsidiary acquired Credit Party, expiring within three years after the underlying lease was first signed, in an aggregate amount not to exceed $2,500,000; (n) Permitted Acquisitions; and (o) until the date that is 60 days after the Closing Date (or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the later date of such acquisition, merger or consolidation; (s) [reserved]; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to as the Administrative Agent for shall agree in writing), deposits into a cash collateral account to secure the benefit Bank of America Letters of Credit in an aggregate amount not to exceed $1,682,000.00 at any time. Notwithstanding anything in this Section 6.7 to the Secured contrary, (A) in no event shall any Credit Party make any Investment that results in or facilitates in any manner any Restricted Junior Payment not otherwise permitted under the terms of Section 6.5, (B) in no event shall the Credit Parties make Investments in any Joint Venture or any Person that is not a Guarantor Subsidiary (except as permitted in Section 6.7(b), Section 6.7(d) and Section 6.7(m) provided no Investments may be made in the Inactive Subsidiaries) and (C) in no event shall the aggregate Investments made by Credit Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries Person that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time, so long as (1) no Event of Default exists or would result from the making of such Investment and (2) in respect of Investments using clause (b) of the Cumulative Credit, the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 6.90:1.00 and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; (w) Investments in or relating to a Securitization Guarantor Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility (including any contribution such Investments consisting of replacement or substitute assets to such subsidiaryintercompany loans) or be made in any repurchase obligation form other than Cash (except as permitted in connection therewith; and (x) so long as no Event of Default under Section 8.01(a) or (f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 5.00:1.006.7(m)).

Investments. Make Neither the Borrower nor the Restricted Subsidiaries shall directly or hold indirectly, make any Investments, except: (a) Investments by the Borrower or any of its Restricted Subsidiaries in cash or Cash Equivalents or assets that were Cash Equivalents when such Investment was made; (b) loans or advances to officers, directors directors, managers and employees of any Loan Party (or any direct or indirect parent thereof) or any of its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; Parent Entity directly from such issuing entity (provided that, to the extent such loans or advances are made in cash, that the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity equity) and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under this clause (iii) above shall not exceed $50,000,000.25,000,000; (c) Investments (i) by the Borrower or any of its Restricted Subsidiary Subsidiaries in the Borrower or any Loan Party (other than Holdings)of its Restricted Subsidiaries or any Person that will, (ii) upon the consummation of such Investment, become a Restricted Subsidiary; provided that any Investment that constitutes a loan or advance made by any Restricted Subsidiary Person that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and pursuant to this clause (iiic) shall be subordinated in right of payment to the obligations of such Loan Party under the Loan Documents; provided that Investments by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of Investments outstanding Party shall not at any time under this clause 7.02(c)(iiiexceed the greater of $55,000,000 and 3.75% of Total Assets (in each case net of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) when combined with Investments in any Restricted Subsidiary that is not a Loan Party under clause 7.02(i) shall not exceed $150,000,000; provided, further that no plus additional unlimited amounts so long as such Investments made pursuant to this clause (iii) are in the form of an intercompany loans shall be loan that is evidenced by a promissory note unless (x) such promissory note that is pledged to the Administrative Collateral Agent in accordance with the terms of Collateral and Guarantee Requirement (the Security Agreement and (y) all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated delivery thereof being subject to the Obligations pursuant to the terms of the Intercompany Notepost-closing delivery obligations set forth in Section 6.16); (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 and other credits to suppliers in the ordinary course of business; (e) Investments (excluding loans and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and ), (d) and the proviso to (fx)), 7.04 (other than 7.04(c)(ii7.04(c), (d) or and (e)), 7.05 (other than 7.05(d)(ii) and (e7.05(e)), 7.06 (other than 7.06(d7.06(e) or and (h)(ivi)(v)) and 7.13, respectively; (f) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date and, with respect to each such Investment in an amount in excess of $50,000,000, in each case and set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings the Borrower or any Restricted Subsidiary in Holdings the Borrower or any other Restricted Subsidiary and any modification, renewal or extension thereof thereof; provided that does the amount of the original Investment is not increase increased except by the value thereofterms of such Investment as of the Closing Date or as otherwise permitted by this Section 7.02; (g) Investments in Swap Contracts permitted under Section 7.03(f)7.03; (h) promissory notes, securities notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (i) (x) any acquisition of (A) the Equity Interests of any Person that becomes a Restricted Subsidiary, (B) all or substantially all the assets of a Person Person, or any business unit, Equity Interests in a Person that becomes a Restricted Subsidiary or a division or line of business thereof of a Person (or (C) all or substantially all of the customer lists of any Person or any business unit, division or line of business thereof (including, for the avoidance of doubt, “tuck in” acquisitions) or (y) any subsequent Investment made in a Person, business unit, division, division or line of business or assets previously acquired in a Permitted Acquisition, in each case of clause (x) or (y), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default under Section 8.01(a) or (f) exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary) shall become a Guarantor, in each case case, in accordance with Section 6.11 (any such acquisition under this Section 7.02(i)acquisition, a “Permitted Acquisition”); provided that the aggregate principal amount of Investments in any Restricted Subsidiary that is not a Loan Party under this clause 7.02(i) when combined with Investments outstanding at any time under clause 7.02(c)(iii) shall not exceed $150,000,000; (j) Investments constituting in Industry Investments and in interests in additional Oil and Gas Properties and gas gathering systems related thereto or Investments related to Farm-Out Agreements, Farm-In Agreements, joint operating, joint venture, joint development or other area of mutual interest agreements, other similar industry investments, gathering systems, pipelines or other similar oil and gas exploration and production business arrangements whether through direct ownership or ownership through a part of the Transactionsjoint venture or similar arrangement; (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to the Borrower and any other direct or indirect parent of the Borrower Borrower, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) ), Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(f), (gSections 7.06(g), (h), ) or (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) other Investments (including Permitted Acquisitions) in an aggregate amount outstanding pursuant to this Section 7.02(nclause (n) (valued at the time of the making thereof, and without giving effect to any write-write downs or write-write offs thereof) at any time not to exceed (x) the greater of $300,000,000 52,500,000 and 30.03.5% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) Total Assets (in each case, increased (without duplication) by (A) net of any Returns return in respect thereof thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) plus (By) the gain in any fair market value portion, if any, of the Cumulative Credit on such date that the Borrower elects to apply to this clause (y); provided that, if such payment is made from the proceeds of clause (a) or (b) of the definition of “Cumulative Credit,”: no Default or Event of Default has occurred and is continuing or would result therefrom; plus (z) Investments made (i) in an amount equal to the amount of Excluded Contributions previously received and that the Borrower elects to apply under this clause (nz) or (ii) without duplication with clause (i), in any Unrestricted Subsidiary at an amount equal to the time Net Proceeds from a Disposition in respect of redesignation as a Restricted Subsidiary) that does not increase property or assets acquired after the Cumulative CreditClosing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each case not in excess of case, to the amount otherwise permitted under this Section 7.02(n)extent Not Otherwise Applied; (o) Investments made in respect of joint ventures or other similar agreements or partnerships in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (plus the amount of any Returns in respect thereof) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(o); (p) advances of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (iip) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests (other than Disqualified Equity Interests) of Holdings or Equity Interests of Holdings the Borrower (or any direct or indirect parent of Holdingsthe Borrower); (rq) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or merged, amalgamated or consolidated with a Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (r) Investments made by any Restricted Subsidiary that is not a Loan Party to the extent such Investments are financed with the proceeds received by such Restricted Subsidiary from an Investment in such Restricted Subsidiary permitted under Section 7.02(n); (s) [reserved]Investments constituting the non-cash portion of consideration received in a Disposition permitted by Section 7.05; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained Guarantees by the Borrower or any of its Restricted SubsidiariesSubsidiaries of leases (other than Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (u) Investments constituting any part advances in the form of a reorganization and other activities related to tax planning; provided that (i) no Event prepayment of Default shall have occurred and be continuingexpenses, (ii) any security interests granted to the Administrative Agent for the benefit so long as such expenses are being paid in accordance with customary trade terms of the Secured Parties in Borrower or the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any relevant Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any CollateralSubsidiary; (v) Investments using in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (iv) that are at the Cumulative Credit time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities (until such proceeds are converted to Cash Equivalents), not to exceed the greater of $47,500,000 and 3.125% of Total Assets at the time of such timeInvestment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); (w) any Investment in a Similar Business taken together with all other Investments made pursuant to this clause (w) that are at that time outstanding not to exceed the greater of $37,500,000 and 2.5% of Total Assets (in each case, so long as determined on the date such investment is made, with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (1w) no Event is made in any Person that is not a Restricted Subsidiary of Default exists or would result from the Borrower at the date of the making of such Investment and (2) in respect of Investments using such Person becomes a Restricted Subsidiary after such date, such investment shall thereafter be deemed to have been made pursuant to clause (bc) of the Cumulative Credit, the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal above and shall cease to 6.90:1.00 and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply have been made pursuant to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amountw); (w) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility (including any contribution of replacement or substitute assets to such subsidiary) or any repurchase obligation in connection therewith; and (x) so long as no Default or Event of Default under Section 8.01(a) or (f) shall have has occurred and be is continuing or would otherwise result therefrom, other the Borrower and its Restricted Subsidiaries may make Investments such that in an unlimited amount so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis would be is less than or equal to 5.00:1.002.84 to 1.00; and (y) Investments in joint ventures of the Borrower or any of its Restricted Subsidiaries existing on the Closing Date.

Investments. Make or hold any Investments, except: (a) Investments by Holdings, the Borrower or any of its such Restricted Subsidiaries Subsidiary in cash or Cash Equivalents or assets that were Cash Equivalents when such Investment was mademade (but not, in the case of Holdings, pursuant to clause (g) of the definition thereof), and the holding of cash at any time by Holdings, the Borrower or such Restricted Subsidiary; (b) loans or advances to directors, officers, directors members of management and employees of any Loan Party (or any direct or indirect parent thereof) or any of Holdings, the Borrower and its Restricted Subsidiaries (i) in an aggregate amount not to exceed $5,000,000 at any time outstanding, for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, and (ii) in connection with such Person’s 's purchase of Equity Interests of Holdings (or, after the Borrower or any direct or indirect parent thereof or occurrence of a Qualifying IPO, the Borrower) in an aggregate amount not to permit the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made in cash, exceed the amount of such loans and advances used Restricted Payments permitted to acquire such Equity Interests shall be contributed made pursuant to the Borrower in cash as common equity and (iii) for any other purposes not described in the foregoing clauses (i) and (iiSection 7.06(g); provided that the aggregate principal amount outstanding at any time under this clause (iii) shall not exceed $50,000,000.; (c) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (in any other than Holdings)Loan Party, (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and Party, (iii) by any Loan Party in any Restricted Regulated Subsidiary that is not a Loan Party; provided that Party (x) in the ordinary course of business or (y) to consummate any transaction permitted by this Article 7, (iv) by any Regulated Subsidiary in any other Regulated Subsidiary, (v) by any Loan Party in an aggregate principal amount of Investments outstanding at any time under this clause 7.02(c)(iii) when combined with Investments not to exceed $50,000,000 in any Restricted Subsidiary that is not a Loan Party under clause 7.02(i) shall not exceed $150,000,000; provided, further that no such Investments made pursuant to this clause (iii) in the form of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement Regulated Subsidiary and (y) all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany NoteParty; (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 and other credits to suppliers in the ordinary course of business; (e) Investments (excluding loans consisting of Liens, Indebtedness, fundamental changes, Dispositions and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections Section 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f))7.03, 7.04 (other than 7.04(c)(ii) or (e))7.04, 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.137.06, respectively; (f) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date and, with respect to each such Investment in an amount in excess of $50,000,000, in each case date hereof and set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof thereof; provided that does the amount of the original Investment is not increase increased except by the value thereofterms of such Investment or as otherwise permitted by this Section 7.02; (g) Investments by the Borrower and its Subsidiaries in the Refco Swap Contracts permitted under by Section 7.03(f)7.03; (h) promissory notes, securities notes and other non-cash noncash consideration received in connection with Dispositions permitted by Section 7.05; (i) (x) any the purchase or other acquisition of (A) the Equity Interests of any Person that becomes a Restricted Subsidiary, (B) all or substantially all the assets of a Person or any business unit, division or line of business thereof or (C) all or substantially all of the customer lists of property and assets or business of, any Person or any of assets constituting a business unit, division or line of business thereof (including, for the avoidance of doubt, “tuck in” acquisitions) or (y) any subsequent Investment made in a Person, business unit, division, line of business or assets previously acquired division of such Person, or of all of the Equity Interests (other than directors' qualifying shares) in a Permitted AcquisitionPerson that, in each case upon the consummation thereof, will be owned directly by the Borrower or one or more of clause its wholly owned Subsidiaries (x) or (y)including, in without limitation, as a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default under Section 8.01(a) or (f) exists at the time of the signing result of a definitive acquisition agreement merger or consolidation); provided that, with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such each purchase or other acquisition shall constitute Collateral made pursuant to this Section 7.02(i) (each, a "Permitted Acquisition"): (A) each applicable Loan Party and (B) any such newly created or acquired Subsidiary shall, or will within the times specified therein, have complied with the requirements of Section 6.12; (B) the total cash and noncash consideration (including, without limitation, the fair market value of all Equity Interests issued or transferred to the sellers thereof, earnouts and other contingent payment obligations to such sellers and all assumptions of Indebtedness in connection therewith, but excluding any Excluded Consideration) paid by or on behalf of the Borrower and its Restricted Subsidiary (other than an Excluded Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (Subsidiaries for any such acquisition under purchase or other acquisition, when aggregated with the total cash and noncash consideration paid by or on behalf of the Borrower and its Restricted Subsidiaries for all other purchases and other acquisitions made by the Borrower and its Restricted Subsidiaries pursuant to this Section 7.02(i), a “Permitted Acquisition”); provided that the aggregate principal amount of Investments in any Restricted Subsidiary that is not a Loan Party under this clause 7.02(i) when combined with Investments outstanding at any time under clause 7.02(c)(iii) shall not exceed (x)$500,000,000 in the aggregate during the term of this Agreement and (y) $150,000,000200,000,000 for any single purchase or acquisition or series of related purchases or acquisitions; (C) (1) immediately before and immediately after giving Pro Forma Effect to any such purchase or other acquisition, no Event of Default shall have occurred and be continuing and (2) immediately after giving effect to such purchase or other acquisition, Holdings, the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with all of the covenants set forth in Section 7.11, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby and evidenced by a certificate from the chief financial officer of the Borrower demonstrating such compliance calculation in reasonable detail; and (D) the Borrower 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, 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; (j) Investments constituting a part of the TransactionsAcquisition; (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers any Person and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers such Persons arising in the ordinary course of business or and upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (ml) loans and advances to any direct or indirect parent of the Borrower Holdings in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) ), Restricted Payments to the extent permitted to be made to such parent Holdings in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (nm) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without so long as immediately after giving effect to any write-downs such Investment, no Event of Default has occurred and is continuing, other Investments that (net of any cash repayment of or write-offs thereofreturn on such Investments theretofore received) at do not exceed (i) $50,000,000 for the period from and including the Closing Date to and including February 28, 2006 and (ii) $25,000,000 in any time fiscal year thereafter; provided that (1) the amounts set forth in clauses (i) and (ii) may be increased by (x) any Excluded Consideration, (y) the Net Cash Proceeds of Permitted Equity Issuances which are Not Otherwise Applied, and (z) with respect to Investments other than Investments in Joint Ventures, the Net Cash Proceeds of Permitted Subordinated Indebtedness permitted by Section 7.03(a)(iii)(A)(1) which are Not Otherwise Applied, (2) the amount set forth in clause (ii) may be increased by any unused amounts not to exceed $25,000,000 from the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (in each caseimmediately preceding fiscal year or period, increased (without duplication) by (A) any Returns in respect thereof as applicable and (B3) the gain in any fair market value aggregate amount of the Investments permitted to be made under pursuant to this clause (n) at any time shall be adjusted as contemplated by clause (b) of the proviso set forth in Section 2.05(b)(viii) and the last sentence of Section 2.05(b)(viii); and provided further that, to the extent that any Unrestricted Subsidiary at such Investment (or series of related Investments) made pursuant to this clause (m) consists of the time contribution(s) or other transfer(s) of redesignation as a Restricted Subsidiaryproperty (other than cash) that does not increase the Cumulative Credit, in each case not having an aggregate net book value in excess of $5,000,000 to a Joint Venture for consideration less than the amount otherwise permitted under this fair market value of such property, then the Borrower shall have delivered to the Administrative Agent a pro forma Compliance Certificate demonstrating that, upon after giving Pro Forma Effect to such Investment(s), the Loan Parties would be in compliance with the financial covenants set forth in Section 7.02(n)7.11; (o) Investments made in respect of joint ventures or other similar agreements or partnerships in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (plus the amount of any Returns in respect thereof) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(o); (pn) advances of payroll payments to employees in the ordinary course of business; (o) Guarantees by the Borrower or any Restricted Subsidiary of leases (other than Capital Lease Obligations) entered into in the ordinary course of business; (p) Investments in the ordinary course consisting of endorsements for collection or deposit, (q) Investments in Unrestricted Subsidiaries; provided that immediately after giving effect to such Investment, the fair market value of the assets of such Subsidiary, when aggregated with the fair market value of the assets of all other Unrestricted Subsidiaries, shall not exceed 5% of the aggregate fair market value of the assets of Holdings and its Subsidiaries calculated as of the date any such Investment is made; and (r) (i) in the case of any Regulated Subsidiaries, Investments consisting of Swap Contracts or extensions of credit, in each case entered into or made in the ordinary course of business in connection accordance with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business normal practice and (ii) Investments to in the extent that payment for such Investments is made solely with Qualified Equity Interests case of Holdings or Equity Interests the Borrower, Guarantees of Holdings or any direct or indirect parent such Investments described in clause (i). Notwithstanding the foregoing, none of Holdings; (r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) [reserved]; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any their Restricted Subsidiaries that were Loan Parties at the time the shall make any Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time, so long as (1) no Event of Default exists or would result from the making of such Investment and (2) in respect of Investments using clause (b) of the Cumulative Credit, the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 6.90:1.00 and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; (w) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility (including any contribution of replacement or substitute assets to such subsidiary) or any repurchase obligation in connection therewith; and (x) so long as no Event of Default under Section 8.01(a) or (f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 5.00:1.00.Finance Co.

Investments. Make Each of the Company and any Restricted Subsidiary shall not, directly or hold indirectly, make any InvestmentsInvestment (other than any Restricted Investment permitted to be made pursuant to Section 9.03), except:except that the following Investments shall be permitted (each, a "Permitted Investment"): (ai) Investments by any Investment in the Borrower Company or any of its Restricted Subsidiaries in cash or Cash Equivalents or assets that were Cash Equivalents when such Investment was madeother Credit Party; (b) loans or advances to officers, directors and employees of any Loan Party (or any direct or indirect parent thereof) or any of its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under this clause (iii) shall not exceed $50,000,000. (c) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) Investment by any Restricted Subsidiary that is not a Loan Credit Party in any other Restricted Subsidiary that is not a Loan Party and Credit Party; (iii) by any Loan Party Investment in Investment Cash Equivalents or Investment Grade Securities; (iv) any Investment subject to compliance with the Investment and Debt Incurrence Conditions on a pro forma basis after giving effect to such Investment; (v) any Investments in Restricted Subsidiaries that are not Credit Parties in an aggregate amount, measured at the time such Investment is made (and valued at the Fair Market Value thereof at the time made), that would not exceed the sum of (I) the greater of (x) $25,000,000 and (y) 4.0% of Consolidated Total Assets, measured as of the date of such Incurrence based upon the Section 8.01 Financials most recently delivered on or prior to the date of such Investment minus (II) the aggregate amount, measured at the time such Investment is made, of all Investments (valued at the Fair Market Value of such Investments at the time such Investments are made) made pursuant to the proviso to Section 9.05(vi); provided, however, that if any Investment pursuant to this clause (v) is made in any Restricted Subsidiary Person that is not a Loan PartyCredit Party at the date of the making of such Investment and such Person becomes a Credit Party after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (i) above and shall cease to have been made pursuant to this clause (v)); provided, further, that, notwithstanding the foregoing, any Investment in Subsidiaries that are not Credit Parties shall be permitted without restriction so long as (x) such Investments are part of a series of transactions that results in all proceeds of the intercompany Investments being invested substantially contemporaneously in (or distributed to) any Borrower or any Guarantor or (y) such Investments constitute intercompany Investments, reorganizations and related activities related to tax planning and reorganization so long as after giving effect thereto, the Lien of the Secured Creditors on the Collateral, taken as a whole, is not impaired in any material respect (it being understood that the contribution of the Equity Interests of one or more "first-tier" Foreign Subsidiaries to a newly created "first-tier" Foreign Subsidiary shall be permitted); (vi) Permitted Acquisitions; provided that the aggregate principal amount of Investments outstanding at any time under this clause 7.02(c)(iii) when combined with Investments in Permitted Acquisition Consideration relating to all such Permitted Acquisitions made or provided by a Credit Party to acquire any Restricted Subsidiary that does not become a Credit Party or merge, consolidate or amalgamate into a Credit Party or any assets that shall not, immediately after giving pro forma effect to such Permitted Acquisition, be owned by a Credit Party, shall not exceed (A) the greater of (x) $25,000,000 and (y) 4.0% of Consolidated Total Assets, measured as of the date of such Investment based upon the Section 8.01 Financials most recently delivered on or prior to the date of such Investment minus (B) the aggregate amount, measured at the time such Investment is made, of all Investments (valued at the Fair Market Value of such Investments at the time such Investments are made) made pursuant to Section 9.05(v); provided, however, that if any Investment pursuant to this clause (vi) is made in any Person that is not a Loan Credit Party at the date of the making of such Investment and such Person becomes a Credit Party after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (i) above and shall cease to have been made pursuant to this clause (vi); (vii) any Investment in securities or other assets, including earnouts not constituting Investment Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to Section 9.02 or any other disposition of assets not constituting an Asset Sale; (viii) any Investment existing on the Second Restatement Effective Date and listed on Schedule 9.05(viii) or made pursuant to binding commitments in effect on the Second Restatement Effective Date or an Investment consisting of any extension, modification or renewal of any such Investment or binding commitment existing on the Second Restatement Effective Date; provided that the amount of any such Investment may be increased in such extension, modification or renewal only (i) as required by the terms of such Investment or binding commitment as in existence on the Second Restatement Effective Date (including as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities) or (ii) as otherwise permitted under clause 7.02(ithis Agreement; (ix) shall not exceed $150,000,000; providedHedging Obligations and Secured Bank Product Obligations permitted under Section 9.04(x); (x) any Investment in a Similar Business, further that no such an Unrestricted Subsidiary or a joint venture having an aggregate Fair Market Value taken together with all other Investments made pursuant to this clause (iiix) that are at that time outstanding, not to exceed, as of the date such Investment is made, the greater of (A) $20,000,000 and (B) 3.20% of Consolidated Total Assets, measured as of the date of such Investment based upon the Section 8.01 Financials most recently delivered on or prior to the date of such Investment (in each case, determined on the form date such Investment is made, with the Fair Market Value of intercompany loans shall be evidenced by a promissory note unless each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (x) such promissory note is pledged to the Administrative Agent made in accordance with the terms of the Security Agreement and (y) all such Indebtedness of any Loan Party owed to any Subsidiary Person that is not a Loan Credit Party at the date of the making of such Investment and such Person becomes a Credit Party after such date, such Investment shall thereafter be unsecured and subordinated deemed to the Obligations have been made pursuant to the terms of the Intercompany Noteclause (i) above and shall cease to have been made pursuant to this clause (x); (dxi) guarantees of Indebtedness permitted under Section 9.04, performance guarantees and Contingent Obligations incurred in the ordinary course of business or consistent with past practice and the creation of Liens on the assets of the Company or any Restricted Subsidiary in compliance with Section 9.01; (xii) (i) advances to, or guarantees of Indebtedness of, employees not in excess of the greater of (A) $2,000,000 and (B) 0.32% of Consolidated Total Assets, measured as of the date of such Investment based upon the Section 8.01 Financials most recently delivered on or prior to the date of such Investment outstanding at any one time, in the aggregate; and (ii) loans and advances to employees, directors, officers, managers, distributors and consultants for business-related travel expenses, moving expenses and other similar expenses or payroll advances, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Person's purchase of Equity Interests of the Company; (xiii) [reserved]; (xiv) advances, loans or extensions of trade credit in the ordinary course of business or consistent with past practice by the Company or any of the Restricted Subsidiaries; (xv) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business or consistent with past practice; (xvi) Investments made in the ordinary course of business or consistent with past practice in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors in the ordinary course of business; (xvii) Investments in the ordinary course of business or consistent with past practice consisting of UCC Article 3 endorsements for collection of deposit and Article 4 customary trade arrangements with customers consistent with past practices; (xviii) additional Investments having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (xviii) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or have not been subsequently sold or transferred for cash or marketable securities), not to exceed, as of the date such Investment is made, the greater of (A) $15,000,000 and (B) 25.0% of Consolidated EBITDA of the Company and its Restricted Subsidiaries for the Test Period most recently ended, measured as of the date of such Investment based upon the Section 8.01 Financials most recently delivered on or prior to the date such Investment is made, calculated as of the date such Investment is made (in each case determined as of the date such Investment is made, with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); (xix) Investments received in compromise or resolution of litigation, arbitration or other disputes; (xx) Investments by the Company and the Restricted Subsidiaries consisting of deposits, prepayment and other credits to suppliers or lessors in the ordinary course of business; (xxi) any Investment acquired by the Company or any of the Restricted Subsidiaries (i) consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received (ii) in satisfaction exchange for any other Investment or partial satisfaction thereof from financially troubled account debtors and accounts receivable, endorsements for collection or deposit held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other credits Investment or accounts receivable (including any trade creditor or customer) or (iii) as a result of a foreclosure by the Company or any of the Restricted Subsidiaries with respect to suppliers any secured Investment or other transfer of title with respect to any secured Investment in the ordinary course of businessdefault; (exxii) Investments the payment for which consists of Equity Interests (excluding loans and advances made in lieu exclusive of Restricted Payments pursuant to and limited by Section 7.02(mDisqualified Stock) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectivelyCompany; (fxxiii) Investments (i) existing consisting of purchases and acquisitions of inventory, supplies, material, services, equipment or contemplated on the Closing Date other assets or made pursuant to legally binding written contracts in existence on the Closing Date and, with respect to each such Investment in an amount in excess purchases of $50,000,000contract rights or licenses or contributions of Intellectual Property, in each case set forth on Schedule 7.02(f) and any modificationcase, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereof; (g) Investments in Swap Contracts permitted under Section 7.03(f); (h) promissory notes, securities and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (i) (x) any acquisition of (A) the Equity Interests of any Person that becomes a Restricted Subsidiary, (B) all or substantially all the assets of a Person or any business unit, division or line of business thereof or (C) all or substantially all of the customer lists of any Person or any business unit, division or line of business thereof (including, for the avoidance of doubt, “tuck in” acquisitions) or (y) any subsequent Investment made in a Person, business unit, division, line of business or assets previously acquired in a Permitted Acquisition, in each case of clause (x) or (y), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default under Section 8.01(a) or (f) exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); provided that the aggregate principal amount of Investments in any Restricted Subsidiary that is not a Loan Party under this clause 7.02(i) when combined with Investments outstanding at any time under clause 7.02(c)(iii) shall not exceed $150,000,000; (j) Investments constituting a part of the Transactions; (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practicespractice; (lxxiv) obligations or commitments to public utilities or to any municipalities or governmental or other public authorities in connection with the maintenance of or supply of services or utilities to the Company or any Restricted Subsidiary; (xxv) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance and similar deposits entered into as a result of the operations of the business in the ordinary course of business or consistent with past practice; (xxvi) Investments consisting of promissory notes issued by the Company or any Guarantor to future, present or former officers, directors and employees, members of management, or consultants of the Company or any of its Subsidiaries or their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Company, to the extent the applicable Restricted Payment is a permitted by Section 9.03; (xxvii) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or consistent with past practice or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (mxxviii) loans and advances to any direct or indirect parent Investments in joint ventures of the Borrower not in excess Company or any of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to Subsidiaries existing on the extent permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in Second Restatement Effective Date having an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time Fair Market Value not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (in each case, increased (without duplication) by (A) any Returns in respect thereof $10,000,000 and (B) the gain in any fair market value 1.60% of Consolidated Total Assets, measured as of the Investments made under this clause date of such Investment based upon the Section 8.01 Financials most recently delivered on or prior to the date of such Investment, at any one time outstanding (n) in any Unrestricted Subsidiary with the Fair Market Value of each Investment being measured at the time of redesignation as a Restricted Subsidiary) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(n); (o) Investments made in respect of joint ventures or other similar agreements or partnerships in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs subsequent changes in value); (xxix) Investments made in connection with crop financing and related activities, including advances or write-offs thereofloans to growers, (i) at any time in the ordinary course of business or consistent with past practice (which shall not be limited in amount) plus (ii) in an amount having an aggregate Fair Market Value not to exceed the greater of (A) $300,000,000 10,000,000 and 30.0(B) 1.60% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (plus the amount Total Assets, measured as of any Returns in respect thereof) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(o); (p) advances of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of Holdings; (r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger Investment based upon the Section 8.01 Financials most recently delivered on or consolidation; (s) [reserved]; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted prior to the Administrative Agent for date of such Investment, at any one time outstanding (with the benefit Fair Market Value of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties each Investment being measured at the time the Investment is entered into shall be Loan Parties after such Investments are completed, made and (iv) such reorganization and other activities shall not impair or adversely affect without giving effect to subsequent changes in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time, so long as (1) no Event of Default exists or would result from the making of such Investment and (2) in respect of Investments using clause (b) of the Cumulative Credit, the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 6.90:1.00 and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; (w) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility (including any contribution of replacement or substitute assets to such subsidiary) or any repurchase obligation in connection therewithvalue); and (xxxx) so long as no Event any Investment using the Available Equity Amount Basket. For purposes of Default this Section 9.05, in the event that a proposed Investment (or portion thereof) meets the criteria of more than one of the categories of Permitted Investments described in clauses (i) through (xxx) above, or is otherwise entitled to be incurred or made pursuant to Section 9.03, the Company will be entitled to classify (or later reclassify) such Investment (or portion thereof) in one or more of such categories set forth above or under Section 8.01(a) or (f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such 9.03; provided that the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would Company will be less entitled to divide and classify (or later reclassify) an Investment in more than or equal to 5.00:1.00one of the types of Investment described under this Section 9.05.

Investments. Make The Parent Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, make or hold own any Investments, Investment in any other Person except: (a) Cash or Investments by the Borrower or any of its Restricted Subsidiaries in cash or Cash Equivalents or assets that were Cash Equivalents when such Investment was at the time made; (b) (i) Investments existing on the Closing Date in any subsidiary and (ii) Investments among the Parent Borrower and/or one or more Restricted Subsidiaries in any Loan Party (other than Holdings) or any other Restricted Subsidiary of the Parent Borrower; (c) Investments (i) constituting deposits, prepayments and/or other credits to suppliers, (ii) made in connection with obtaining, maintaining or renewing client and customer contracts and/or (iii) in the form of advances made to distributors, suppliers, licensors and licensees, in each case, in the ordinary course of business or, in the case of clause (iii), to the extent necessary to maintain the ordinary course of supplies to the Parent Borrower or any Restricted Subsidiary; (d) Investments in Unrestricted Subsidiaries or in joint ventures (including in connection with the creation, formation and/or acquisition of any joint venture, or in any Restricted Subsidiary to enable such Restricted Subsidiary to make an Investment in joint ventures, including to create, form and/or acquire any joint venture) in an aggregate outstanding amount not to exceed the greater of $92,000,000 and 45.0% of Consolidated Adjusted EBITDA; (e) Permitted Acquisitions; (f) Investments (i) existing on, or contractually committed to or contemplated as of, the Closing Date, which, to the extent individually greater than $5,000,000 are described on Schedule 6.06 and (ii) any modification, replacement, renewal or extension of any Investment described in clause (i) above so long as no such modification, renewal or extension thereof increases the amount of such Investment except by the terms thereof or as otherwise permitted by this Section 6.06); (g) Investments received in lieu of Cash in connection with any Disposition permitted by Section 6.07 or any other disposition of assets not constituting a Disposition; (h) loans or advances to present or former employees, directors, members of management, officers, directors and employees managers or consultants or independent contractors (or their respective Immediate Family Members) of any Loan Party (or Parent Company, the Parent Borrower and its subsidiaries and/or any direct or indirect parent thereof) or any joint venture to the extent permitted by Requirements of its Subsidiaries (i) for reasonable and customary business-related travelLaw, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests Capital Stock of any Parent Company, either (i) in an aggregate principal amount not to exceed the Borrower greater of $11,000,000 and 5.0% of Consolidated Adjusted EBITDA at any one time outstanding or any direct or indirect parent thereof or to permit (ii) so long as the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made in cash, the amount proceeds of such loans and advances used to acquire such Equity Interests shall be loan or advance are substantially contemporaneously contributed to the Parent Borrower in cash as common equity and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under this clause (iii) shall not exceed $50,000,000. (c) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount purchase of Investments outstanding at any time under this clause 7.02(c)(iii) when combined with Investments in any Restricted Subsidiary that is not a Loan Party under clause 7.02(i) shall not exceed $150,000,000; provided, further that no such Investments made pursuant to this clause (iii) in the form of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement and (y) all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany NoteCapital Stock; (di) 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 and other credits to suppliers in the ordinary course of business; (e) Investments (excluding loans and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectively; (f) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date and, with respect to each such Investment in an amount in excess of $50,000,000, in each case set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereof; (g) Investments in Swap Contracts permitted under Section 7.03(f); (h) promissory notes, securities and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (i) (x) any acquisition of (A) the Equity Interests of any Person that becomes a Restricted Subsidiary, (B) all or substantially all the assets of a Person or any business unit, division or line of business thereof or (C) all or substantially all of the customer lists of any Person or any business unit, division or line of business thereof (including, for the avoidance of doubt, “tuck in” acquisitions) or (y) any subsequent Investment made in a Person, business unit, division, line of business or assets previously acquired in a Permitted Acquisition, in each case of clause (x) or (y), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default under Section 8.01(a) or (f) exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); provided that the aggregate principal amount of Investments in any Restricted Subsidiary that is not a Loan Party under this clause 7.02(i) when combined with Investments outstanding at any time under clause 7.02(c)(iii) shall not exceed $150,000,000; (j) Investments constituting a part consisting of Indebtedness permitted under Section 6.01 (other than Indebtedness permitted under Sections 6.01(b) and (h)), Permitted Liens, Restricted Payments permitted under Section 6.04 (other than Section 6.04(a)(x)), Restricted Debt Payments permitted by Section 6.04 and mergers, consolidations, amalgamations, liquidations, windings up, dissolutions or Dispositions permitted by Section 6.07 (other than Section 6.07(a) (if made in reliance on subclause (ii)(y) of the Transactionsproviso thereto), Section 6.07(c)(ii) (if made in reliance on clause (B) therein) and Section 6.07(g)) and affiliate transactions permitted by Section 6.09 (other than Section 6.09(d)); (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practicescustomers; (l) Investments (including debt obligations and Equity InterestsCapital Stock) received (i) in connection with the bankruptcy or reorganization of suppliers and customers or any Person, (ii) in settlement of delinquent obligations of, or other disputes with, customers customers, suppliers and suppliers other account debtors arising in the ordinary course of business or business, (iii) upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured InvestmentInvestment and/or (iv) as a result of the settlement, compromise, resolution of litigation, arbitration or other disputes; (m) loans and advances of payroll payments or other compensation to present or former employees, directors, members of management, officers, managers or consultants of any direct or indirect parent of the Borrower not in excess of the amount of Parent Company (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted such payments or other compensation relate to be made services provided to such parent in accordance with Section 7.06(fParent Company (but excluding, for the avoidance of doubt, the portion of any such amount, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Parent Borrower and/or its subsidiaries)), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including Parent Borrower and/or any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (in each case, increased (without duplication) by (A) any Returns in respect thereof and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(n); (o) Investments made in respect of joint ventures or other similar agreements or partnerships in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (plus the amount of any Returns in respect thereof) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(o); (p) advances of payroll payments to employees subsidiary in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (iin) Investments to the extent that payment for such Investments therefor is made solely with Qualified Equity Interests Capital Stock of Holdings any Parent Company or Equity Interests Capital Stock (other than Disqualified Capital Stock) of Holdings the Parent Borrower or any direct or indirect parent Restricted Subsidiary, in each case, to the extent not resulting in a Change of HoldingsControl; (ri) Investments of a any Restricted Subsidiary acquired after the Closing Date Date, or of a any Person acquired by, or merged into or consolidated or amalgamated or consolidated into with, the Parent Borrower or any Restricted Subsidiary in accordance with Section 7.04 after the Closing Date Date, in each case as part of an Investment otherwise permitted by this Section 6.06 to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such the relevant acquisition, merger merger, amalgamation or consolidationconsolidation and (ii) any modification, replacement, renewal or extension of any Investment permitted under clause (i) of this Section 6.06(o) so long as no such modification, replacement, renewal or extension thereof increases the amount of such Investment except as otherwise permitted by this Section 6.06; (sp) [reserved]Investments made in connection with the Transactions; (tq) Investments in deposit accounts, securities accounts and commodities accounts maintained made after the Closing Date by the Parent Borrower and/or any of its Restricted Subsidiaries in an aggregate amount not to exceed at any time outstanding an amount equal to (i) the sum of (A) the greater of $132,000,000 and 65.0% of Consolidated Adjusted EBITDA, (B) any amounts reallocated to this Section 6.06(q) from Section 6.04(a)(xi) and Section 6.04(b)(iv), and (C) with respect to any Person that becomes a Restricted Subsidiary of the Parent Borrower if the Parent Borrower or any of its Restricted Subsidiaries; (u) Subsidiaries made an Investment in such Person after the Closing Date prior to such Person becoming a Restricted Subsidiary, the Fair Market Value of such Investments constituting any part as of the date on which such Person becomes a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuingRestricted Subsidiary, minus (ii) any security interests granted amounts reallocated from this Section 6.06(q) to the Administrative Agent for the benefit of the Secured Parties in the Collateral make Restricted Debt Payments pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any CollateralSection 6.04(b)(iv); (vr) Investments using (i) made after the Cumulative Credit at such time, so long as (1) no Event Closing Date by the Parent Borrower and/or any of Default exists or would result from the making of such Investment and (2) its Restricted Subsidiaries in respect of Investments using clause (b) of the Cumulative Credit, the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal an amount not to 6.90:1.00 and (ii) exceed the portion, if any, of the Available Excluded Contribution Amount on such date that the Parent Borrower elects to apply to this clause (v)(iir); (i) to the extent such Investment is made within 12 months Guarantees of leases (other than Capital Leases) or of other obligations not constituting Indebtedness and (ii) Guarantees of the date lease obligations of designation suppliers, customers, franchisees and licensees of the Parent Borrower and/or its Restricted Subsidiaries, in each case, in the ordinary course of business; (t) Investments in any Parent Company in amounts and for purposes for which Restricted Payments to such Available Excluded Contribution AmountParent Company are permitted under Section 6.04(a); provided that any Investment made as provided above in lieu of any such Restricted Payment shall reduce availability under the applicable Restricted Payment basket under Section 6.04(a); (u) [reserved] (v) Investments in subsidiaries and joint ventures in connection with reorganizations and related activities related to tax planning; provided that, after giving effect to any such reorganization and/or related activity, the security interest of the Administrative Agent in the Collateral, taken as a whole, is not materially impaired; (w) Investments under any Derivative Transaction of the type permitted under Section 6.01(s); (x) [reserved]; (y) Investments made in joint ventures as required by, or relating made pursuant to, buy/sell arrangements between the joint venture parties set forth in joint venture agreements and similar binding arrangements in effect on the Closing Date (other than any modification, replacement, renewal or extension of such Investments so long as no such modification, renewal or extension thereof increased the amount of any such Investment except by the terms thereof or as otherwise permitted by this Section 6.06); (z) unfunded pension fund and other employee benefit plan obligations and liabilities (whether or not such amounts are then being amortized and paid) to a Securitization Subsidiary thatthe extent that they are permitted to remain unfunded under applicable law; (aa) Investments in any Borrower, any subsidiary and/or any joint venture in connection with intercompany cash management arrangements and related activities in the good faith determination ordinary course of business; (bb) Investments so long as, after giving effect thereto on a Pro Forma Basis, the Total Leverage Ratio does not exceed 5.00:1.00; (cc) Investments consisting of the Borrower are necessary licensing or advisable to effect any Qualified Securitization Facility (including any contribution of replacement or substitute assets IP Rights pursuant to such subsidiaryjoint marketing arrangements with other Persons; (dd) or any repurchase obligation Investments in connection therewithsimilar businesses in an aggregate outstanding principal amount not to exceed the greater of $132,000,000 and 65.0% of Consolidated Adjusted EBITDA; and (xee) so long as no Event of Default under Section 8.01(aInvestments made in connection with any NMTC Transaction; and (ff) or (f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that made to consummate the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 5.00:1.00Permitted Restructuring.

Investments. Make or hold any Investments, except: (a) Investments by the Borrower or any of its the Restricted Subsidiaries in cash or Cash Equivalents or assets that were Cash Equivalents when such Investment was made; (b) loans or advances to to, or guarantees of Indebtedness of, officers, directors and employees of any Loan Party Holdings (or any direct or indirect parent thereof) or any of its ), the Borrower and the Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower Holdings (or any direct or indirect parent thereof or to permit the payment of taxes with respect theretothereof; provided that, to the extent such loans or advances are made in cash, that the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower Holdings in cash as common equity cash) and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the , in an aggregate principal amount outstanding at any time under this clause (iii) shall not to exceed $50,000,000.15,000,000; (c) asset purchases (including purchases of inventory, supplies and materials) and the licensing or contribution of intellectual property pursuant to joint arrangements with other Persons, in each case in the ordinary course of business; (d) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary other Loan Party, (ii) by any Non-Loan Party in any other Non-Loan Party that is not a Restricted Subsidiary, (iii) by any Non-Loan PartyParty in any Loan Party and (iv) by any Loan Party in any Non-Loan Party that is a Restricted Subsidiary; provided that the aggregate principal amount of Investments outstanding at (A) any time under this clause 7.02(c)(iii) when combined with Investments in any Restricted Subsidiary that is not a Loan Party under clause 7.02(i) shall not exceed $150,000,000; provided, further that no such Investments made pursuant to this clause (iiiiv) in the form of intercompany loans shall be evidenced by notes that have been pledged (individually or pursuant to a promissory note unless (xglobal note) such promissory note is pledged to the Administrative Agent in accordance with for the terms benefit of the Security Agreement Lenders (it being understood and agreed that any Investments permitted under this clause (iv) that are not so evidenced as of the Closing Date are not required to be so evidenced and pledged until the date that is ninety (90) days after the Closing Date) and (yB) all (I) the aggregate amount of Investments made pursuant to this clause (iv) shall not exceed at any time outstanding $325,000,000 (provided that Investments made pursuant to Section 7.02(d)(iv)) may also be made out of the Available Amount) (II) any such Investment constitutes an exchange of Equity Interests of such Restricted Subsidiary for Indebtedness of such Subsidiary (or vice versa) or an equity contribution of intercompany Indebtedness to such Non-Loan Party, (III) the proceeds of any such Investment is part of a series of transactions that results in such proceeds’ being paid to one or more Loan Party owed to Parties (as a repayment of intercompany Indebtedness or as a dividend, distribution or other return of capital or otherwise) or invested in one or more Loan Parties or (IV) any such Investment consists of the contribution of Equity Interests of any other Restricted Subsidiary that is not a Loan Party shall be unsecured and subordinated to so long as the Obligations pursuant to the terms Equity Interests of the Intercompany Notetransferee Restricted Subsidiary is pledged to secure the Secured Obligations; (de) 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 and other credits to suppliers in the ordinary course of business; (ef) Investments consisting of Liens, Indebtedness (excluding loans other than Indebtedness constituting Guarantees for the benefit of Business Successors), fundamental changes, Dispositions and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f))7.03, 7.04 (other than 7.04(c)(ii) or (e))7.04, 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.137.06, respectively; (fg) Investments (i) existing or contemplated on the Closing Date date hereof or made pursuant to legally binding written contracts in existence on the Closing Date date hereof or contemplated on the date hereof and, with respect to each such Investment in an amount in excess of $50,000,000, in each case case, set forth on Schedule 7.02(f7.02(g) and any modification, replacement, renewal, reinvestment or extension thereof of any of the foregoing; provided that does the amount of any Investment permitted pursuant to this Section 7.02(g) is not increase increased from the value thereof and (ii) existing amount of such Investment on the Closing Date except pursuant to the terms of such Investment as of the Closing Date or as otherwise permitted by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereofthis Section 7.02; (gh) Investments in Swap Contracts permitted under Section 7.03(f)7.03; (hi) promissory notes, securities notes and other non-cash consideration received in connection with (x) Dispositions permitted by Section 7.05; (i) (x) any acquisition of (A) the Equity Interests of any Person that becomes a Restricted Subsidiary, (B) all or substantially all the assets of a Person or any business unit, division or line of business thereof or (C) all or substantially all of the customer lists of any Person or any business unit, division or line of business thereof (including, for the avoidance of doubt, “tuck in” acquisitions) 7.05 or (y) any subsequent Investment made in other disposition of assets not constituting a Person, Disposition; (j) the purchase or other acquisition of property and assets or businesses of any Person or of assets constituting a business unit, division, a line of business or assets previously acquired division of such Person, or Equity Interests in a Person that, upon the consummation thereof, will be a Restricted Subsidiary of the Borrower (including as a result of a merger or consolidation); provided that, with respect to each purchase or other acquisition made pursuant to this clause (j) (each, a “Permitted Acquisition, in each case of clause (x) or (y”), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default under Section 8.01(a) or (f) exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee RequirementRequirement and the Collateral Documents, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) each applicable Loan Party and any such newly created or acquired Restricted Subsidiary (other than an Excluded and, to the extent required under the Collateral and Guarantee Requirement, the Subsidiaries of such created or acquired Subsidiary) shall be or become Guarantors and shall have complied or shall comply with the requirements of Section 6.11, within the times specified therein (for the avoidance of doubt, this clause (A) shall not override any provisions of the Collateral and Guarantee Requirement) and such acquired property, assets, business or Person is in a Guarantorbusiness permitted under Section 7.07; (k) any Investment in a business permitted pursuant to Section 7.07 taken together with all other Investments made pursuant to this clause (k) that are at that time outstanding, in each case in accordance with Section 6.11 not to exceed the greater of (x) $200,000,000 and (y) 4.0% of Total Assets at the time of such Investment; provided, however, that if any such acquisition under Investment pursuant to this Section 7.02(i), a “Permitted Acquisition”); provided that the aggregate principal amount of Investments clause (k) is made in any Restricted Subsidiary Person that is not a Loan Party under Restricted Subsidiary at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such investment shall thereafter be deemed to have been made pursuant to clause (j) above and shall cease to have been made pursuant to this clause 7.02(i(k) when combined with Investments outstanding at any time under clause 7.02(c)(iii) shall not exceed $150,000,000for so long as such Person continues to be a Restricted Subsidiary; (j) Investments constituting a part of the Transactions; (kl) Investments in the ordinary course of business consisting of UCC Uniform Commercial Code Article 3 III endorsements for collection or deposit and UCC Uniform Commercial Code Article 4 IV customary trade arrangements with customers consistent with past practices; (lm) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (mn) loans and advances to Holdings (or any direct or indirect parent of the Borrower thereof) in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) ), Restricted Payments to the extent permitted to be made to Holdings (or such parent direct or indirect parent) in accordance with Section 7.06(f), ) or (g), ; (h), o) additional Investments (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been that taken together with all other Investments made pursuant to such this clause in an amount equal to such Investment; (ni) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued that are at the that time of the making thereofoutstanding, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 400,000,000 and 30.05.0% of Consolidated EBITDA for Total Assets or (ii) out of the most recently completed Test Period for which financial statements have been delivered Available Amount; (determined on a Pro Forma Basis in accordance with Section 1.09p) (in each case, increased (without duplication) by (A) any Returns in respect thereof and (B) the gain Investments in any Subsidiary or joint venture (regardless of the legal form) having an aggregate fair market value of the value, taken together with all other Investments made under pursuant to this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiaryp) that does are at that time outstanding, not increase to exceed in the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(n); (o) Investments made in respect of joint ventures or other similar agreements or partnerships in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed outstanding the greater of $300,000,000 75,000,000 and 30.01.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (plus the amount of any Returns in respect thereof) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(o)Total Assets; (pq) advances of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (iir) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings (or Equity Interests of Holdings or any direct or indirect parent of HoldingsHoldings after a Qualifying IPO of such direct or indirect parent); (rs) Investments of held by a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or merged or consolidated with a Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) [reserved]; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained Guarantees by the Borrower or any of its the Restricted SubsidiariesSubsidiaries of leases (other than Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (u) Investments constituting any part consisting of a reorganization purchases and other activities related to tax planning; provided that (i) no Event acquisitions of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties assets or services in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority ordinary course of the Collateral Agent’s security interests in any Collateralbusiness; (v) Investments using (i) made in the Cumulative Credit at such timeordinary course of business in connection with obtaining, so long as (1) no Event of Default exists maintaining or would result from the making of such Investment and (2) in respect of Investments using clause (b) of the Cumulative Credit, the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 6.90:1.00 and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amountrenewing client contracts; (w) Investments by any Loan Party in any Restricted Subsidiary that is not a Loan Party in the ordinary course of business for working capital purposes in an aggregate amount at any time outstanding not to exceed $75,000,000; (i) Investments in a Securitization Subsidiary or relating any Investment by a Securitization Subsidiary in any other Person in connection with a Qualified Securitization Financing; provided, however, that any such Investment in a Securitization Subsidiary is in the form of a contribution of additional Securitization Assets or as equity, and (ii) distributions or payments of Securitization Fees and purchases of Securitization Assets pursuant to a Securitization Subsidiary that, Repurchase Obligation in the good faith determination of the Borrower are necessary or advisable to effect any connection with a Qualified Securitization Facility (including any contribution of replacement or substitute assets to such subsidiary) or any repurchase obligation in connection therewithFinancing; and (xy) so long as no Event of Default under Section 8.01(aInvestments made by any Restricted Subsidiary that is not a Loan Party to the extent such Investments are financed with the proceeds received by such Restricted Subsidiary from an Investment made pursuant to clauses (d)(iv), (j), (o) or (fp) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 5.00:1.00of this Section 7.02.

Investments. Make or hold any Investments, except: (a) Investments by the Borrower or any of its a Restricted Subsidiaries Company in cash or Cash Equivalents or assets that were Cash Equivalents when such Investment was made, and the holding of cash at any time by a Restricted Company; (b) loans or advances to directors, officers, directors members of management, employees and employees consultants of a Restricted Company in an aggregate amount not to exceed $10,000,000 at any Loan Party (or any direct or indirect parent thereof) or any of its Subsidiaries (i) time outstanding, for reasonable and customary business-business related travel, entertainment, relocation and analogous ordinary business purposes, (ii) purposes or in connection with such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under this clause (iii) shall not exceed $50,000,000.Borrower; (c) Investments (i) by any Loan Party in any other Loan Party, (ii) by the Borrower or any of its Domestic Restricted Subsidiary Subsidiaries in the Borrower or any Loan Party (other than Holdings)of its Domestic Restricted Subsidiaries, (iiiii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party Company and (iiiiv) by any Loan Party in any Foreign Restricted Subsidiary that is (including in connection with the formation, but not a Loan Party; provided that the acquisition, of any Foreign Restricted Subsidiary) in an aggregate principal amount of for all such Investments outstanding at any time under this clause 7.02(c)(iii(iv) when combined with Investments in not to exceed, at the time such Investment is made and after giving effect to such Investment, the sum of (A) $20,000,000 and (B) the aggregate amount of any Restricted Subsidiary that is not a Loan Party under clause 7.02(i) shall not exceed $150,000,000; provided, further that no cash repayment of or return on such Investments made pursuant to this clause (iii) in theretofore received by the form of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement and (y) all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany Note;Parties. (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business; (e) Investments (excluding loans consisting of Liens, Indebtedness, fundamental changes, Dispositions and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections Section 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f))7.03, 7.04 (other than 7.04(c)(ii) or (e))7.04, 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.137.06, respectively; (f) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date and, with respect to each such Investment in an amount in excess of $50,000,000, in each case and set forth on Schedule 7.02(f) 7.02 and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof thereof; provided that does the amount of the original Investment is not increase increased except by the value thereofterms of such Investment or as otherwise permitted by this Section 7.02; (g) Investments in Swap Contracts permitted under Section 7.03(f); (h) promissory notes, securities notes and other non-cash noncash consideration received in connection with Dispositions permitted by Section 7.05; (ih) (x) any the purchase or other acquisition of (A) the Equity Interests of any Person that becomes a Restricted Subsidiary, (B) all or substantially all the assets of a Person or any business unit, division or line of business thereof or (C) all or substantially all of the customer lists of property and assets or business of, any Person or any of assets constituting a business unit, division or line of business thereof (including, for the avoidance of doubt, “tuck in” acquisitions) or (y) any subsequent Investment made in a Person, business unit, division, line of business or assets previously acquired division of such Person, or of more than 50% of the Equity Interests in a Permitted AcquisitionPerson that, in each case upon the consummation thereof, will be owned directly by the Borrower or one or more of clause its wholly owned Subsidiaries (x) or (y), in including as a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default under Section 8.01(a) or (f) exists at the time of the signing result of a definitive acquisition agreement merger or consolidation); provided that, with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such each purchase or other acquisition shall constitute Collateral made pursuant to this Section 7.02(h) (each, a “Permitted Acquisition” ): (i) each applicable Loan Party and (B) any such newly created or acquired Subsidiary shall, or will within the times specified therein, have complied with the requirements of Section 6.12; (ii) any Indebtedness incurred in connection with such acquisition by the Borrower or any Restricted Subsidiary shall be permitted by Section 7.03; (iii) (A) immediately before and immediately after giving Pro Forma Effect to any such purchase or other than an Excluded Subsidiaryacquisition, no Event of Default shall have occurred and be continuing and (B) immediately after giving effect to such purchase or other acquisition, the Borrower shall become a Guarantorbe in Pro Forma Compliance with all of the covenants set forth in Section 7.09, in each case such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders (either pursuant to Section 6.01(a) or (b) or in accordance any subsequent delivery of financial information by the Borrower to the Administrative Agent prior to such purchase or other acquisition) as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby and, with Section 6.11 respect to each such purchase or other acquisition having total consideration in excess of $50,000,000, evidenced by a certificate from the chief financial officer (or other equivalent officer) of the Borrower demonstrating such compliance calculation in reasonable detail; (iv) if the total consideration of such Permitted Acquisition exceeds $50,000,000, the Borrower shall have delivered to the Administrative Agent, on behalf of the Lenders, no later than five Business Days after the date on which any such purchase or other acquisition under is 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 Section 7.02(i), a “7.02(h) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition; (v) such purchase or other acquisition was approved by the board of the directors (or other applicable governing body) of the Person being acquired; and (vi) in the case of any Permitted Acquisition”); provided that the aggregate principal amount Acquisition of Investments in any Restricted Subsidiary an entity that is not a Loan Party organized under this clause 7.02(i) when combined with Investments outstanding at the laws of the United States, any time under clause 7.02(c)(iii) state thereof or the District of Columbia, the total consideration for all such Permitted Acquisitions shall not exceed $150,000,000;200,000,000 in the aggregate. (j) Investments constituting a part of the Transactions; (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (li) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers any Person and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers any Person arising in the ordinary course of business or and upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (mj) loans Investments and advances to any direct or indirect parent transfers of funds among the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be Companies that are made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such InvestmentCash Management Practices; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (in each case, increased (without duplication) by (A) any Returns in respect thereof and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(n); (o) Investments made in respect of joint ventures or other similar agreements or partnerships in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (plus the amount of any Returns in respect thereof) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(o); (pk) advances of payroll payments to employees in the ordinary course of business; (il) Investments made Guarantees by a Restricted Company of leases (other than Capital Lease Obligations) entered into in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers business; (m) Investments in the ordinary course consisting of business and (ii) Investments to the extent that payment endorsements for such Investments is made solely with Qualified Equity Interests of Holdings collection or Equity Interests of Holdings or any direct or indirect parent of Holdingsdeposit; (r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) [reserved]; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time, so long as (1) no Event of Default exists or would result from the making of such Investment and (2) in respect of Investments using clause (b) of the Cumulative Credit, the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 6.90:1.00 and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; (w) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility (including any contribution of replacement or substitute assets to such subsidiary) or any repurchase obligation in connection therewith; and (x) so long as no Event of Default under Section 8.01(a) or (f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 5.00:1.00.

Investments. Make The Borrower shall not, nor shall the Borrower permit any Restricted Subsidiary to, directly or indirectly, make or hold any Investments, except: (a) Investments by the Borrower or any of its Restricted Subsidiaries in cash or Cash Equivalents or assets that were Cash Equivalents when such Investment was made; (b) loans or advances to officers, directors and employees of any Loan Party (or any direct or indirect parent thereof) or any of its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower Holdings or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; directly from such issuing entity (provided that, to the extent such loans or advances are made in cash, that the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity equity) and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount of loans and advances outstanding at any time under this clause (iiiSection 7.02(b)(iii) shall not exceed the greater of (x) $50,000,000.18,000,000 and (y) 6.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such Investment; (c) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings) or any Qualified Restricted Subsidiary (or a Person that will become a Qualified Restricted Subsidiary substantially concurrently with such Investment), (ii) by any Restricted Subsidiary that is not neither a Loan Party nor a Qualified Restricted Subsidiary in any other Restricted Subsidiary that is not neither a Loan Party nor a Qualified Restricted Subsidiary and (iii) by the Borrower or any Loan Party Restricted Subsidiary in any (1) Restricted Subsidiary that is not neither a Loan PartyParty nor a Qualified Restricted Subsidiary, (2) Unrestricted Subsidiary or (3) joint venture; provided that the aggregate principal amount of Investments outstanding at any time outstanding under this clause 7.02(c)(iii) when combined with Investments in any Restricted Subsidiary that is not a Loan Party under clause 7.02(i) shall not exceed $150,000,000; provided, further that no such Investments made pursuant to this clause (iii), together with the aggregate consideration for Permitted Acquisitions made by Loan Parties or Qualified Restricted Subsidiaries pursuant to Section 7.02(i) in the form of intercompany loans shall be evidenced assets that are not (or do not become) owned by a promissory note unless Loan Party or a Qualified Restricted Subsidiary or of Equity Interests in Persons that do not become Loan Parties or Qualified Restricted Subsidiaries, shall not exceed the greater of (x) such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement $150,000,000 and (y) all 50.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany NoteInvestment; (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 and other credits to suppliers in the ordinary course of business; (e) Investments (excluding loans and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections (i) the creation or assumption of Liens in accordance with Section 7.01, (ii) the incurrence or assumption of Indebtedness in accordance with Section 7.03 (other than 7.03(c) and (d) and the proviso to (f7.03(d)), (iii) the acquisition of assets resulting from the consummation of a merger, dissolution, liquidation or consolidation in accordance with Section 7.04 (other than 7.04(c)(iiSection 7.04(c), 7.04(d), 7.04(e) or (e7.04(g)), 7.05 (other than 7.05(d)(iiiv) and (e)the acquisition of assets resulting from the consummation of a Disposition in accordance with Section 7.05(h), 7.05(j), 7.05(m) or 7.05(n), (v) the acquisition of assets received as Restricted Payments made in accordance with Section 7.06 (other than 7.06(dSection 7.06(e) or (h)(iv7.06(i)(iv)) and (vi) the acquisition of assets received as payments in respect of Indebtedness made in accordance with Section 7.13, respectively; (f) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date and, with respect to each such Investment in an amount in excess of $50,000,000, in each case and set forth on Schedule 7.02(f) and any modification, replacement, renewal, refinancing, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings the Borrower or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary or joint venture and any modification, replacement, renewal or extension thereof; provided that, in the case of clauses (i) and (ii), the amount of any such Investment may not be increased except (x) as required by the terms of such Investment as in existence on the Closing Date (including in respect of any unused commitment), plus any accrued but unpaid interest (including any portion thereof that does not increase which is payable in kind in accordance with the value terms of such modified, extended, renewed, refinanced or replaced Investment) and premium payable by the terms of such Investment thereon and fees and expenses associated therewith as in existence on the Closing Date or (y) as otherwise permitted by this Section 7.02 (and in such case made in reliance on another paragraph of this Section 7.02 so permitting such modification, replacement, renewal or extension thereof); (g) Investments in Swap Contracts permitted under Section 7.03(f)7.03; (h) Investments in securities, promissory notes, securities notes and other non-assets not constituting cash consideration or Cash Equivalents to the extent received in connection with Dispositions any Disposition permitted by Section 7.05; (i) (x) any acquisition by any Loan Party or any Restricted Subsidiary of (A) the Equity Interests of any Person that becomes a Restricted Subsidiary, (B) all or substantially all of the assets of a Person or any assets constituting a division, business unit, division unit or line of business thereof or (C) all or substantially all of the customer lists of any a Person or any business unitof Equity Interests in a Person that is or, division as a result of such acquisition, becomes a Restricted Subsidiary (or line of business thereof (including, for the avoidance of doubt, “tuck in” acquisitions) or (y) any subsequent Investment investment made in a Person, business unit, division, business unit or line of business or assets previously acquired in a Permitted Acquisition), in each case of clause (x) or (y), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default under Section 8.01(a) shall have occurred and be continuing or (f) exists at the time of the signing of a definitive acquisition agreement with respect thereto; would result therefrom, (ii) immediately after giving effect to such acquisition or investment and any acquired or newly formed Restricted Subsidiary related transactions, the Total Leverage Ratio calculated on a Pro Forma Basis shall not be liable for any Indebtedness except for Indebtedness otherwise greater than the Total Leverage Ratio then permitted by under Section 7.037.11 (regardless of whether then in effect) as of the last day of the most recently ended Test Period; and (iii) solely to the extent (and at such time) required by the Collateral and Guarantee Requirement, (A) Section 6.11 and the Loan Documents, the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral, (iii) solely to the extent (and at such time) required by the Collateral and (B) Guarantee Requirement, Section 6.11 and other provisions of this Agreement, any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary) shall become a Guarantor, Guarantor and (iv) the businesses acquired in each case such purchase or other acquisition shall be in accordance compliance with Section 6.11 7.07 (any such acquisition consummated under this Section 7.02(i), a “Permitted Acquisition”); provided that the aggregate principal amount consideration (other than consideration consisting of Investments Equity Interests (other than Disqualified Equity Interests) in Holdings or any direct or indirect parent thereof) for Permitted Acquisitions made by Loan Parties or Restricted Subsidiary Subsidiaries pursuant to this Section 7.02(i) of assets that is are not (or do not become) owned by a Loan Party or a Qualified Restricted Subsidiary or of Equity Interests in Persons that do not become Loan Parties or Qualified Restricted Subsidiaries, together with any Investments under this clause 7.02(i) when combined with Investments outstanding at any time under clause Section 7.02(c)(iii) then outstanding, shall not exceed the greater of (x) $150,000,000150,000,000 and (y) 50.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such Investment; (j) the Transactions and Investments constituting a part of made to effect, or otherwise made in connection with, the TransactionsTransactions or any non-cash Investments made in connection with Permitted Reorganizations; (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to any direct or indirect parent Holdings in lieu of the Borrower and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent Holdings in accordance with Section 7.06(f7.06(g), (g7.06(h), (h), (i), (j), (l7.06(i) or (m7.06(k), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (ni) additional Investments (including Permitted Acquisitions) in having an aggregate amount pursuant to this Section 7.02(n) fair market value (valued with the fair market value of each Investment being measured at the time of the making thereof, made and without giving effect to any write-downs or write-offs thereofsubsequent changes in value) at any time outstanding under this clause (n)(i) not to exceed the greater of (x) $300,000,000 112,500,000 and 30.0(y) 36.50% of Consolidated EBITDA for the most recently completed ended Test Period for which financial statements have been delivered (determined calculated on a Pro Forma Basis in accordance with Section 1.09Basis) (in each case, increased (without duplication) by (A) any Returns in respect thereof at the time of such Investment and (Bii) additional Investments (including Permitted Acquisitions) having an aggregate fair market value (with the gain in any fair market value of each Investment being measured at the Investments time made and without giving effect to subsequent changes in value) at any time outstanding under this clause (nn)(ii) in any Unrestricted Subsidiary at not to exceed the Cumulative Credit immediately prior to the time of redesignation as a Restricted Subsidiary) the making of such Investment (provided that does not increase no Event of Default shall have occurred and be continuing or would result from the Cumulative Credit, in each case not in excess making of the amount otherwise permitted any Investment under this Section 7.02(nclause (n)(ii)); (o) Investments made in respect of joint ventures or other similar agreements or partnerships in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (plus the amount of any Returns in respect thereof) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(o); (p) advances of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (iip) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or (other than Disqualified Equity Interests Interests) of Holdings or any direct or indirect parent of Holdings; (r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) [reserved]; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time, so long as (1) no Event of Default exists or would result from the making of such Investment and (2) in respect of Investments using clause (b) of the Cumulative Credit, the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 6.90:1.00 and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; (w) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility (including any contribution of replacement or substitute assets to such subsidiary) or any repurchase obligation in connection therewith; and (x) so long as no Event of Default under Section 8.01(a) or (f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 5.00:1.00.

Investments. Make or hold any Investments, except: (a) Investments by the Borrower Borrowers or any of its a Restricted Subsidiaries Subsidiary in cash or Cash Equivalents or assets that were Cash Equivalents when such Investment was made; (b) loans or advances to officers, directors directors, managers, partners and employees of any Loan Party Holdings (or any direct or indirect parent thereof) ), any Intermediate Holding Company, the Borrowers or any of its their Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower Holdings (or any direct or indirect parent thereof or to permit after a Qualifying IPO, any Intermediate Holding Company or the payment of taxes with respect thereto; Borrowers) (provided that, to the extent such loans or advances are made in cash, that the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower Borrowers in cash as common equity equity) and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the , in an aggregate principal amount outstanding at any time under this clause (iii) shall not to exceed $50,000,000.5,000,000; (c) asset purchases (including purchases of inventory, supplies and materials) and the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons, in each case in the ordinary course of business; (d) Investments (i) by the Borrower or any Restricted Subsidiary Loan Party in any other Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Non-Loan Party in any Loan Party (other than Holdings), (iii) by any Non-Loan Party in any other Restricted Subsidiary that is not a Non-Loan Party and (iiiiv) by any Loan Party in any Restricted Subsidiary that is not a Non-Loan PartyParty or Holdings; provided that the aggregate principal amount of Investments outstanding at any time under this clause 7.02(c)(iii) when combined with such Investments in any Restricted Subsidiary that is not a Non-Loan Party under Parties of Holdings pursuant to clause 7.02(i(iv) shall not exceed $150,000,000; providedin an aggregate amount, further that no as valued at cost at the time each such Investments Investment is made pursuant to this clause and including all related commitments for future Investments, (iiiA) in the form greater of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement $20,000,000 and (y) all such Indebtedness 25.0% of Consolidated EBITDA of the Borrowers for the most recently ended Test Period, plus (B) an amount equal to any returns of capital or sale proceeds actually received in cash in respect of any Loan Party owed to any Subsidiary that is such Investments (which amount shall not a Loan Party shall be unsecured and subordinated to exceed the Obligations pursuant to amount of such Investment valued at cost at the terms of the Intercompany Notetime such Investment was made); (de) 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 and other credits to suppliers in the ordinary course of business; (ef) Investments (excluding loans consisting of Liens, Indebtedness, fundamental changes, Dispositions and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections Section 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f))Section 7.03, 7.04 (other than 7.04(c)(ii) or (e))Section 7.04, Section 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(ivSection 7.05(e)) and 7.13Section 7.06, respectively; provided, however, that no Investments may be made solely pursuant to this Section 7.02(f); (fg) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date and, with respect to each such Investment in an amount in excess consisting of $50,000,000, in each case set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof of any Investment existing on the date hereof; provided that does the amount of any Investment permitted pursuant to this Section 7.02(g) is not increase increased from the value thereof and (ii) existing amount of such Investment on the Closing Date except pursuant to the terms of such Investment as of the Closing Date or as otherwise permitted by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereofthis Section 7.02; (gh) Investments in Swap Contracts permitted under Section 7.03(f7.03(g); (hi) promissory notes, securities notes and other non-cash noncash consideration received in connection with Dispositions permitted by Section 7.05; (ij) (x) any the purchase or other acquisition of (A) the Equity Interests of any Person that becomes a Restricted Subsidiary, (B) all property and assets or substantially all the assets of a Person or any business unit, division or line of business thereof or (C) all or substantially all of the customer lists businesses of any Person or any of assets constituting a business unit, division or line of business thereof (including, for the avoidance of doubt, “tuck in” acquisitions) or (y) any subsequent Investment made in a Person, business unit, division, line of business or assets previously acquired division of such Person, or Equity Interests in a Person that, upon the consummation thereof, will be a Restricted Subsidiary of the Borrowers (including as a result of a merger or consolidation) (each, a “Permitted Acquisition, in each case of clause ”); provided that (xi) or (y), in a single transaction or series of related transactions, if immediately before and immediately after giving effect thereto: (i) Pro Forma Effect to any such purchase or acquisition, no Default or Event of Default under Section 8.01(a) or (f) exists at the time of the signing of a definitive acquisition agreement with respect thereto; shall have occurred and be continuing and (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute become Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary) shall become a GuarantorGuarantors, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); provided that the aggregate principal amount of Investments in any Restricted Subsidiary that is not a Loan Party under this clause 7.02(i) when combined with Investments outstanding at any time under clause 7.02(c)(iii) shall not exceed $150,000,000; (j) Investments constituting a part of the Transactions6.11; (k) the Transaction; (l) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (lm) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to any direct or indirect parent of the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at Investments; provided that the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements Payment Conditions shall have been delivered (determined on a Pro Forma Basis in accordance satisfied with Section 1.09) (in each case, increased (without duplication) by (A) any Returns in respect thereof and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(n)thereto; (o) Investments made in respect of joint ventures or other similar agreements or partnerships in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (plus the amount of any Returns in respect thereof) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(o); (p) advances of payroll payments to employees in the ordinary course of business; (ip) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts loans and loans or advances made to distributors and suppliers in the ordinary course of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings Borrowers (or any direct or indirect parent thereof) in lieu of, and not in excess of Holdingsthe amount of (after giving effect to any other such loans or advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to be made to the Borrowers (or such direct or indirect parent) in accordance with Section 7.06(f) or (g); (rq) Investments of held by a Restricted Subsidiary acquired after the Closing Date or of a Person corporation or company merged into the Borrowers or merged or amalgamated or consolidated into the Borrower or with a Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; (r) Guarantee Obligations of the Borrowers or any Restricted Subsidiary in respect of leases (other than Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (s) [reserved]Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings (or of the Borrowers or any Intermediate Holding Company or any direct or indirect parent of Holdings after a Qualifying IPO of the Borrowers, or such Intermediate Holding Company or such direct or indirect parent of Holdings as the case may be); (t) other Investments in deposit accountsan aggregate amount, securities accounts as valued at cost at the time each such Investment is made and commodities accounts maintained by including all related commitments for future Investments, not exceeding (i) the Borrower greater of (x) $15,000,000 and (y) 25.0% of Consolidated EBITDA of the Borrowers for the most recently ended Test Period, plus (ii) an amount equal to any returns of capital or sale proceeds actually received in cash in respect of any such Investments (which amount shall not exceed the amount of its Restricted Subsidiariessuch Investment valued at cost at the time such Investment was made); (u) Investments constituting any part of a reorganization in JV Entities and other activities Unrestricted Subsidiaries in an aggregate amount, as valued at cost at the time each such Investment is made and including all related to tax planning; provided that commitments for future Investments, not exceeding (i) no Event the greater of Default shall have occurred (x) $15,000,000 and be continuing(y) 20.0% of Consolidated EBITDA of the Borrowers for the most recently ended Test Period, plus (ii) an amount equal to any security interests granted to returns of capital or sale proceeds actually received in cash in respect of any such Investments (which amount shall not exceed the Administrative Agent for the benefit amount of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to such Investment valued at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties cost at the time the such Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateralwas made); (v) Investments using (i) by any Loan Party in any Non-Loan Party in connection with the Cumulative Credit at such time, so long as (1) no Event of Default exists or would result from restructuring to be effectuated following the making of such Investment and (2) in respect of Investments using clause (b) of the Cumulative Credit, the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 6.90:1.00 and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) Closing Date to the extent such Investment is made within 12 months Investments consist of the date purchase or other acquisition of designation Equity Interests of such Available Excluded Contribution Amounta Non-Loan Party and/or intercompany Indebtedness, on terms and conditions not materially less favorable to the Lenders (in respect of the Guarantees and Collateral) than as in effect on the Closing Date (after giving effect to the actions taken pursuant to Section 6.13); (w) Investments in or relating contributions to a Securitization Subsidiary that, “rabbi” trust for the benefit of employees or other grantor trust subject to claims of creditors in the good faith determination case of a bankruptcy of the Borrower are necessary or advisable to effect any Qualified Securitization Facility Borrowers; (including any contribution of replacement or substitute assets to such subsidiaryx) or any repurchase obligation in connection therewith[Reserved]; and (xy) so long Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as no Event a Restricted Subsidiary pursuant to the definition of Default under Section 8.01(a) or (f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 5.00:1.00“Unrestricted Subsidiary.”

Investments. Make Borrower shall not, nor shall it permit any Subsidiary to, make or hold permit to remain outstanding any Investmentsadvances or loans or extensions of credit to, purchase or own any stocks, bonds, notes, debentures or other securities of, make any contribution of capital to or otherwise invest in, any Person (including, without limitation, any Subsidiary), or acquire by purchase of stock or by purchase of assets all or any substantial division or portion of the assets and business of any Person, except: (a) Investments by the Borrower or any of its Restricted Subsidiaries in cash or Cash Equivalents or assets that were Cash Equivalents when such Investment was made; (b) loans or advances to officers, directors and employees of any Loan Party (or any direct or indirect parent thereof) or any of its Subsidiaries (i) for reasonable investments in, and customary business-related traveldeposits with, entertainment, relocation and analogous ordinary business purposes, commercial banks organized under the laws of the United States or a state thereof having capital of at least One Hundred Million Dollars ($100,000,000); (ii) investments in connection with such Person’s purchase of Equity Interests short term marketable obligations of the Borrower United States or of any state thereof or of any agency or instrumentality of the United States or any direct or indirect parent thereof or to permit the payment of taxes with respect theretostate thereof; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity and (iii) for any other purposes not described investments in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding open market commercial paper given a rating of at any time under this clause (iii) shall not exceed $50,000,000. (c) Investments (i) by the Borrower least "A1" or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of Investments outstanding at any time under this clause 7.02(c)(iii) when combined with Investments in any Restricted Subsidiary that is not a Loan Party under clause 7.02(i) shall not exceed $150,000,000; provided, further that no such Investments made pursuant to this clause (iii) in the form of intercompany loans shall be evidenced "P1" or higher by a promissory note unless (x) such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement national credit agency and (y) all such Indebtedness of any Loan Party owed to any Subsidiary that is maturing not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany Note; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising more than one year 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 and other credits creation thereof; (iv) current advances to suppliers in the ordinary course of Borrower's or such Subsidiary's business; ; (ev) Investments endorsements of negotiable instruments in the ordinary course of business; (excluding loans and advances made in lieu vi) partnership or joint venture interests permitted by SUBPARAGRAPH 5.02(l); (vii) deposits with commercial banks of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectively; (f) Investments those described in CLAUSE (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date and, with respect to each such Investment in provided that no deposit exceeds at any time an amount in excess of equal to One Hundred Thousand Dollars ($50,000,000100,000); PROVIDED, that, in each case set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary described in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereof; (g) Investments in Swap Contracts permitted under Section 7.03(f); (h) promissory notes, securities and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; clauses (i) THROUGH (vii), such investment does not create or have the effect of creating or acquiring any Subsidiary; (viii) loans to Parent in the aggregate amount outstanding at any time not to exceed $25,000,000 less any outstanding investment in a partnership or joint venture permitted pursuant to CLAUSE (vii), provided that (A) no new loan (including any refinancing of an existing loan) may be made if any Default or Event of Default has occurred and is continuing, and (B) (w) such loans shall be evidenced by an unsubordinated note of Parent bearing a market rate of interest and payable over a period which is commensurate with the period of the Investment to be made with the proceeds of the loan, (x) Parent's obligation to repay such loan shall be secured by the assets acquired with such Investment, including any acquisition stock or securities evidencing such Investment, pursuant to a pledge or security agreement in favor of Borrower which is reasonably satisfactory to Agent, and Borrower shall have taken the steps necessary to perfect such pledge or security interest, (Ay) the Equity Interests proceeds of such loans shall be used by Parent solely to make Investments in businesses directly related to the building supply industry, and if any Person that becomes a Restricted Subsidiary, (B) all or substantially all the assets of a Person or any business unit, division or line of business thereof or (C) such Investment is for all or substantially all of the customer lists of any Person or any business unit, division or line of business thereof (including, for the avoidance of doubt, “tuck in” acquisitions) or (y) any subsequent Investment made in a Person, business unit, division, line of business or assets previously acquired in a Permitted Acquisitionof any Person, in each case such acquisition shall have been approved by the board of clause directors of such Person and, if required, the shareholders of such Person and, if such Investment would exceed Fifteen Million Dollars (x) or (y$15,000,000), in including any Debt assumed or for which the assets acquired are subject to Liens, such acquisition shall have been approved by the Required Banks, and (z) Parent shall have given the Agent a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default under Section 8.01(a) or (f) exists at the time written description of the signing of a definitive acquisition agreement Investment to be made with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03the loan proceeds prior to receiving such proceeds; and (iiiix) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); provided that the aggregate principal amount of Investments in any Restricted Subsidiary that is not a Loan Party under this clause 7.02(i) when combined with Investments outstanding at any time under clause 7.02(c)(iii) shall not exceed $150,000,000; (j) Investments constituting a part of the Transactions; (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to any direct or indirect parent of the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent acquisitions permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (nSUBPARAGRAPH 5.02(u) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (in each case, increased (without duplication) by (A) any Returns in respect thereof and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(n); (o) Investments made in respect of joint ventures or other similar agreements or partnerships in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (plus the amount of any Returns in respect thereof) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(o); (p) advances of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of Holdings; (r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) [reserved]; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time, so long as (1) no Event of Default exists or would result from the making of such Investment and (2) in respect of Investments using clause (b) of the Cumulative Credit, the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 6.90:1.00 and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; (w) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility (including any contribution of replacement or substitute assets to such subsidiary) or any repurchase obligation in connection therewith; and (x) so long as no Event of Default under Section 8.01(a) or (f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 5.00:1.00hereof.

Investments. Make any advance, loan, extension of credit (by way of guaranty or hold otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or make any other investment in, any Person (all of the foregoing, “Investments”), except: (a) extensions of trade credit in the ordinary course of business (including extensions of trade credit on extended terms in the ordinary course of business); (b) Investments in Cash Equivalents; (c) Guarantee Obligations permitted by Section 8.2; (d) loans and advances to employees of any Group Member of the Borrower in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate amount for all Group Members not to exceed $1,000,000 at any one time outstanding; (e) the Acquisition; (f) Investments in assets useful in the business of the Borrower and its Subsidiaries made by the Borrower or any of its Subsidiaries with the proceeds of any Reinvestment Deferred Amount; (g) intercompany Investments by any Group Member in the Borrower or any Person that, prior to such Investment, is a Wholly Owned Subsidiary Guarantor; (h) intercompany Investments by the Borrower or any of its Restricted Subsidiaries in cash any Person, that, prior to such Investment, is a Foreign Subsidiary (including, without limitation, Guarantee Obligations with respect to obligations of any such Foreign Subsidiary, loans made to any such Foreign Subsidiary and Investments resulting from mergers with or Cash Equivalents or sales of assets that were Cash Equivalents when to any such Investment was madeForeign Subsidiary) in an aggregate amount (valued at cost) not to exceed $15,000,000 during the term of this Agreement; (bi) loans or advances to officers, directors intercompany Investments in cash and employees of any Loan Party (or any direct or indirect parent thereof) other property by the Borrower or any of its Subsidiaries (i) for reasonable and customary business-related travelin any Person, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided that, prior to such Investment, is an Outsourcing Project Subsidiary so long as the extent such loans or advances are made in cash, the aggregate amount of such loans Investments does not exceed $25,000,000, net of recoveries and advances used to acquire such Equity Interests shall be contributed to the Borrower distributions received in cash as common equity and (iii) for thereon by any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding Loan Party, at any time under this clause (iii) shall not exceed $50,000,000. (c) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of Investments outstanding at any time under this clause 7.02(c)(iii) when combined with Investments in any Restricted Subsidiary that is not a Loan Party under clause 7.02(i) shall not exceed $150,000,000; provided, further that no such Investments made pursuant to this clause (iii) in the form of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement and (y) all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany Note; (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 and other credits to suppliers in the ordinary course of business; (e) Investments (excluding loans and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectively; (f) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date and, with respect to each such Investment in an amount in excess of $50,000,000, in each case set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereof; (g) Investments in Swap Contracts permitted under Section 7.03(f); (h) promissory notes, securities and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (i) (x) any acquisition of (A) the Equity Interests of any Person that becomes a Restricted Subsidiary, (B) all or substantially all the assets of a Person or any business unit, division or line of business thereof or (C) all or substantially all of the customer lists of any Person or any business unit, division or line of business thereof (including, for the avoidance of doubt, “tuck in” acquisitions) or (y) any subsequent Investment made in a Person, business unit, division, line of business or assets previously acquired in a Permitted Acquisition, in each case of clause (x) or (y), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default under Section 8.01(a) or (f) exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); provided that the aggregate principal amount of Investments in any Restricted Subsidiary that is not a Loan Party under this clause 7.02(i) when combined with Investments outstanding at any time under clause 7.02(c)(iii) shall not exceed $150,000,000outstanding; (j) Investments constituting consisting of promissory notes and other deferred payment obligations delivered as the purchase consideration for a part Disposition permitted by Section 8.5, so long as such notes and deferred payment obligations (i) comprise less than 20% of the Transactionsaggregate purchase consideration for such Disposition and (ii) do not exceed $5,000,000 in the aggregate, net of recoveries and distributions received in cash thereon by any Loan Party, at any time outstanding; (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers of, or in settlement of delinquent obligations of, or other accounts and disputes with, customers and suppliers arising suppliers; (l) Investments in the ordinary course companies engaged in related businesses in an aggregate amount not to exceed $5,000,000, net of business or upon the foreclosure with respect to recoveries and distributions received in cash thereon by any secured Investment or other transfer of title with respect to Loan Party, at any secured Investment;one time outstanding; and (m) loans and advances to any direct or indirect parent of the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (in each case, increased (without duplication) by (A) any Returns in respect thereof and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(n); (o) Investments made in respect of joint ventures or other similar agreements or partnerships in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (plus the amount of any Returns in respect thereof) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(o); (p) advances of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of Holdings; (r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) [reserved]; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained acquisition by the Borrower or any other Loan Party, of its Restricted Subsidiariesany Person or of substantially all the assets of a business or line of business, in each case, as a going concern, if: (i) such Person or going concern is engaged only in a business permitted by Section 8.16; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted the Borrower has delivered to the Administrative Agent a certificate of a Responsible Officer demonstrating in reasonable detail pro forma compliance with the covenants set forth in Section 8.1, based upon the most recent 12-month period for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force which financial statements are available and after giving effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such mergeracquisition, consolidation, dissolution or liquidation) the financing thereof and all actions required to maintain said perfected status have been or will promptly be taken, related transactions as if completed on the first day of such period; (iii) any Restricted Subsidiaries that were Loan Parties no Default or Event of Default exists at the time the Investment such acquisition is entered into shall be Loan Parties after such Investments are completed, and agreed upon or made or would result therefrom; (iv) the provisions of Section 7.11 are complied with in respect of such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral;acquisition; and (v) Investments using (i) the Cumulative Credit at such timeaggregate amount of all consideration paid, so long as (1) no Event of Default exists delivered or would result from the making of such Investment and (2) in respect of Investments using clause (b) of the Cumulative Credit, the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 6.90:1.00 and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; (w) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility (including any contribution of replacement or substitute assets to such subsidiary) or any repurchase obligation promised in connection therewith; and with all such acquisitions (xother than the Acquisition) so long as no Event at any time after the Agreement Execution Date does not exceed $75,000,000 and the aggregate amount of Default under Section 8.01(a) cash consideration for any single acquisition, or (f) shall have occurred and be continuing or would otherwise result therefromseries of related acquisitions, other Investments such that the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 5.00:1.00does not exceed $10,000,000.

Investments. Make or hold any Investments, except: (a) Investments by the Borrower Parent or any of its Restricted Subsidiaries in cash or Cash Equivalents or assets that were cash or Cash Equivalents when such Investment was made; (b) loans or advances to officers, directors and employees of any Loan Party (or any direct or indirect parent thereof) or any of its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower Holdings or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower Parent in cash as common equity equity; provided, further, that the aggregate principal amount outstanding at any time under this clause (ii) shall not exceed $9,375,000, and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under this clause (iii) shall not exceed $50,000,000.3,125,000; (c) Investments (i) by the Borrower Parent or any Restricted Subsidiary in any Loan Party (other than Holdings)Party, (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of Investments outstanding at any time under this clause 7.02(c)(iii(A) when combined with Investments in any Restricted Subsidiary that is not a Loan Party under clause 7.02(i) shall not exceed $150,000,000; provided, further that no such Investments made pursuant to this clause (iii) in the form of intercompany loans shall be evidenced by a promissory note unless (x) any such promissory note constituting a negotiable instrument is pledged to the Administrative Agent in accordance with the terms of the Security Agreement and Agreement, (yB) all such any Investments in the form of intercompany loans constituting Indebtedness of any Loan Party owed to any Restricted Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to on terms consistent with the terms subordination provisions of the Intercompany NoteNote and (C) the aggregate amount of Investments made pursuant to clause (iii) (excluding any Investments received in respect of, or consisting of, the transfer or contribution of Equity Interests in or Indebtedness of any Foreign Subsidiary to any other Foreign Subsidiary that is a Restricted Subsidiary) shall not exceed at any time outstanding the sum of (x) the greater of $25,000,000 and 37.5% of LTM EBITDA (valued at the time of the making thereof), and (y) the Cumulative Credit at such time provided that, if such Investment is made pursuant to this clause (y) (other than (i) any Investment made using the portion of the Cumulative Credit described in clause (a) of the definition thereof, in which case no Event of Default pursuant to Section 8.01(a) or (f) shall have occurred and be continuing, or (ii) any Investment made using the portion of the Cumulative Credit described in clause (c)(i) of the definition thereof), no Event of Default shall have occurred and be continuing; (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 and other credits to suppliers in the ordinary course of business; (e) Investments (excluding loans and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f)), Section 7.04 (other than Section 7.04(c)(ii) or (e)), Section 7.05 (other than Section 7.05(d)(ii) and or (e)), Section 7.06 (other than Section 7.06(d) or (h)(iv)) and Section 7.13, respectively; (f) Investments (i) existing or contemplated on the Closing Amendment No. 1 Effective Date or made pursuant to legally binding written contracts in existence on the Closing Date and, with respect to each such Investment in an amount in excess of $50,000,000Amendment No. 1 Effective Date, in each case set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Amendment No. 1 Effective Date by Holdings the Borrower or any Restricted Subsidiary in Holdings the Borrower or any other Restricted Subsidiary and any modification, renewal or extension thereof thereof; provided that does (x) the amount of the original Investment is not increase increased except by the value thereofterms of such Investment or as otherwise permitted by this Section 7.02 and (y) any Investment in the form of Indebtedness of any Loan Party owed to any Restricted Subsidiary that is not a Loan Party shall be subject to subordination terms substantially consistent with the terms of the Intercompany Note; (g) Investments in Swap Contracts permitted under Section 7.03(f)7.03; (h) promissory notes, securities and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (i) (x) any acquisition of (A) the Equity Interests of any Person that becomes a Restricted Subsidiary, (B) all or substantially all the assets of a Person or any business unit, Equity Interests in a Person that becomes a Restricted Subsidiary or division or line of business thereof of a Person (or (C) all or substantially all of the customer lists of any Person or any business unit, division or line of business thereof (including, for the avoidance of doubt, “tuck in” acquisitions) or (y) any subsequent Investment made in a Person, business unit, division, division or line of business or assets previously acquired in a Permitted Acquisition, in each case of clause (x) or (y), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default under Section Sections 8.01(a) or (f) exists at on the time of date that Parent or the signing of applicable Restricted Subsidiary enters into a definitive acquisition binding agreement with respect thereto; to such acquisition and, immediately after giving effect to such acquisition, (iii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iiiii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary) shall become a Guarantor, in each case case, in accordance with Section 6.11 6.11; and (iii) the aggregate amount of Investments by Loan Parties pursuant to this Section 7.02(i) in assets (other than Equity Interests) that are not (or do not become at the time of such acquisition) directly owned by a Loan Party or in Equity Interests of Persons that do not become Loan Parties shall not exceed $62,500,000 (any such acquisition under this Section 7.02(i)acquisition, a “Permitted Acquisition”); provided that the aggregate principal amount of Investments in any Restricted Subsidiary that is not a Loan Party under this clause 7.02(i) when combined with Investments outstanding at any time under clause 7.02(c)(iii) shall not exceed $150,000,000; (j) Investments constituting a part of made in connection with the Transactions; (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to any direct or indirect parent of the Borrower Parent, in lieu of and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (mh), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investmentclause; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write-write downs or write-write offs thereof) at any time not to exceed (x) the greater of $300,000,000 25,000,000 and 30.037.5% of Consolidated LTM EBITDA for the most recently completed Test Period for which financial statements have been delivered plus (determined on a Pro Forma Basis in accordance with Section 1.09) (in each case, increased (without duplication) by (A) any Returns in respect thereof and (By) the gain in any fair market value of the Investments Cumulative Credit at such time; provided that if such Investment is made under pursuant to this clause (ny) in (other than (i) any Unrestricted Subsidiary at Investment made using the time portion of redesignation as a Restricted Subsidiary) that does not increase the Cumulative CreditCredit described in clause (a) of the definition thereof, in each which case not in excess no Event of Default pursuant to Section 8.01(a) or (f) shall have occurred and be continuing, or (ii) any Investment made using the portion of the amount otherwise permitted under this Section 7.02(nCumulative Credit described in clause (c)(i) of the definition thereof), no Event of Default shall have occurred and be continuing; (o) Investments made in respect of joint ventures or other similar agreements or partnerships in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time partnership not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (plus the amount of any Returns in respect thereof) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(o)37,500,000; (p) [reserved]; (q) advances of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified or exchanged for Equity Interests of Holdings or Equity Interests of Holdings permitted to be issued hereunder (or any direct or indirect parent of Holdingsthe Borrower); (rs) Investments of a Restricted Subsidiary acquired after the Closing Date in accordance with Section 7.02 or of a Person merged or amalgamated or consolidated into the Borrower Parent or merged, amalgamated or consolidated with a Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (st) [reserved]Investments made by a Restricted Subsidiary that is not a Loan Party to the extent such Investments are financed with the proceeds received by such Restricted Subsidiary from an Investment in such Restricted Subsidiary by a Loan Party permitted under this Section 7.02; (tu) intercompany receivables that arise solely from customary transfer pricing arrangements among Parent and its Restricted Subsidiaries in each case in the ordinary course of business; (v) Investments funded with Excluded Contributions; (w) Investments in deposit accounts, securities accounts and commodities accounts maintained by Parent or such Restricted Subsidiary, as the Borrower or any of its Restricted Subsidiariescase may be; (ux) Investments constituting any part of a reorganization and other activities related to tax planning; provided planning or tax reorganization that (i) no Event of Default shall have occurred and be continuing, (ii) any do not impair the security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant any material respect and are otherwise not materially adverse to the Collateral Documents shall remain in full force Lenders and after giving effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such mergerInvestment, consolidationreorganization or other activity, dissolution or liquidation) Parent, Holdings, Borrower and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any the Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateralcomply with Section 6.11; (v) Investments using (iy) the Cumulative Credit at such time, so long as (1) no Event of Default exists or would result from the making of such Investment and (2) in respect of Investments using clause (b) of the Cumulative Credit, the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 6.90:1.00 and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; (w) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility (including any contribution of replacement or substitute assets to such subsidiary) or any repurchase obligation in connection therewithGEE Acquisition; and (xz) so long as no Event of Default under Section 8.01(a) or (f) shall have has occurred and be is continuing or would otherwise result therefrom, other Parent or any Restricted Subsidiary may make Investments such that in an unlimited amount so long as the Consolidated Total Net Leverage Ratio (calculated on a Pro Forma Basis would Basis) as of the end of the most recent Test Period is no greater than 3.00:1.00. To the extent an Investment is permitted to be less than made by a Loan Party directly in any Restricted Subsidiary or equal any other Person who is not a Loan Party (each such person, a “Target Person”) under any provision of this Section 7.02, such Investment may be made by advance, contribution or distribution by a Loan Party to 5.00:1.00a Restricted Subsidiary, or Holdings or Parent, and further advanced or contributed to a Restricted Subsidiary for purposes of making the relevant Investment in the Target Person without constituting an Investment for purposes of Section 7.02 (it being understood that such Investment must satisfy the requirements of, and shall count towards any thresholds in, a provision of this Section 7.02 as if made by the applicable Loan Party directly to the Target Person).

Investments. Make The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, make or hold own any Investments, Investment in any other Person except: (a) Cash or Investments by the Borrower or any of its Restricted Subsidiaries in cash or Cash Equivalents or assets that were Cash Equivalents when such Investment was at the time made; (b) loans or advances to officers, directors and employees of any Loan Party (or any direct or indirect parent thereof) or any of its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposesInvestments existing on the Closing Date in any subsidiary, (ii) in connection with such Person’s purchase of Equity Interests of Investments made after the Closing Date among the Borrower and/or one or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided thatmore Restricted Subsidiaries that are Loan Parties, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity and (iii) for any other purposes not described in Investments made after the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under this clause (iii) shall not exceed $50,000,000. (c) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) Closing Date by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that Party in an aggregate outstanding amount not to exceed the aggregate principal amount greater of $160,000,000 and 4.0% of Consolidated Total Assets as of the last day of the most recently ended Test Period (iv) Investments outstanding at made by any time under this clause 7.02(c)(iii) when combined with Investments in Loan Party and/or any Restricted Subsidiary that is not a Loan Party under in the form of any contribution or Disposition of the Capital Stock of any Person that is not a Loan Party; provided that, prior to such contribution or Disposition or series of transactions resulting in such contribution or Disposition, such Capital Stock was not owned directly by a Loan Party and (v) Investments made by any Restricted Subsidiary that is not a Loan Party in any Loan Party; (c) Investments (i) constituting deposits, prepayments and/or other credits to suppliers and/or (ii) in the form of advances made to distributors, suppliers, licensors and licensees, in each case, in the ordinary course of business or, in the case of clause 7.02(i(ii), to the extent necessary to maintain the ordinary course of supplies to the Borrower or any Restricted Subsidiary; (d) Investments in Unrestricted Subsidiaries; provided that immediately after giving effect to any such Investment, the amount invested in the applicable Unrestricted Subsidiary pursuant to this clause (d), when aggregated with the amounts then invested in all other Unrestricted Subsidiaries pursuant to this clause (d), shall not exceed at any time outstanding the greater of $150,000,00040,000,000 and 1.0% of Consolidated Total Assets as of the last day of the most recent Test Period; (e) (i) Permitted Acquisitions and (ii) Investments in Restricted Subsidiaries that are not Loan Parties in amounts required to permit such Restricted Subsidiaries to consummate Permitted Acquisitions; provided, further provided that no such the aggregate amount of Investments made pursuant to this clause (iiiii) in the form of intercompany loans shall be evidenced by a promissory note unless not exceed (x) such promissory note is pledged to the Administrative Agent in accordance with the terms greater of $160,000,000 and 4.0% of Consolidated Total Assets as of the Security Agreement and last day of the most recent Test Period minus (y) all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations aggregate total consideration paid pursuant to the terms clause (b)(ii)(A) of the Intercompany Notedefinition of “Permitted Acquisition”; (df) Investments (i) existing on, or contractually committed to or contemplated as of, the Closing Date and described on Schedule 6.06 and (ii) any modification, replacement, renewal or extension of any Investment described in clause (i) above so long as no such modification, renewal or extension thereof increases the amount of such Investment except by the terms thereof or as otherwise permitted by this Section 6.06); (g) Investments received in lieu of Cash in connection with any Disposition permitted by Section 6.07; (h) loans or advances to present or former employees, directors, members of management, officers, managers or consultants or independent contractors (or their respective Immediate Family Members) of any Parent Company, the Borrower and its subsidiaries to the extent permitted by Requirements of Law, in connection with such Person’s purchase of Capital Stock of any Parent Company, either (i) in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding or (ii) so long as the proceeds of such loan or advance are substantially contemporaneously contributed to the Borrower for the purchase of such Capital Stock; (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 and other credits to suppliers in the ordinary course of business; (e) Investments (excluding loans and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectively; (f) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date and, with respect to each such Investment in an amount in excess of $50,000,000, in each case set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereof; (g) Investments in Swap Contracts permitted under Section 7.03(f); (h) promissory notes, securities and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (i) (x) any acquisition of (A) the Equity Interests of any Person that becomes a Restricted Subsidiary, (B) all or substantially all the assets of a Person or any business unit, division or line of business thereof or (C) all or substantially all of the customer lists of any Person or any business unit, division or line of business thereof (including, for the avoidance of doubt, “tuck in” acquisitions) or (y) any subsequent Investment made in a Person, business unit, division, line of business or assets previously acquired in a Permitted Acquisition, in each case of clause (x) or (y), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default under Section 8.01(a) or (f) exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); provided that the aggregate principal amount of Investments in any Restricted Subsidiary that is not a Loan Party under this clause 7.02(i) when combined with Investments outstanding at any time under clause 7.02(c)(iii) shall not exceed $150,000,000; (j) Investments constituting a part consisting of Indebtedness permitted under Section 6.01 (other than Indebtedness permitted under Sections 6.01(b) and (h)), Permitted Liens, Restricted Payments permitted under Section 6.04 (other than Section 6.04(a)(ix)), Restricted Debt Payments permitted by Section 6.04 and mergers, consolidations, amalgamations, liquidations, windings up, dissolutions or Dispositions permitted by Section 6.07 (other than Section 6.07(a) (if made in reliance on subclause (ii)(y) of the Transactionsproviso thereto), Section 6.07(b) (if made in reliance on clause (ii) therein), Section 6.07(c)(ii) (if made in reliance on clause (B) therein) and Section 6.07(g)); (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practicescustomers; (l) Investments (including debt obligations and Equity InterestsCapital Stock) received (i) in connection with the bankruptcy or reorganization of suppliers and customers or any Person, (ii) in settlement of delinquent obligations of, or other disputes with, customers customers, suppliers and suppliers other account debtors arising in the ordinary course of business or business, (iii) upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured InvestmentInvestment and/or (iv) as a result of the settlement, compromise, resolution of litigation, arbitration or other disputes; (m) loans and advances of payroll payments or other compensation to present or former employees, directors, members of management, officers, managers or consultants of any direct or indirect parent of the Borrower not in excess of the amount of Parent Company (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted such payments or other compensation relate to be made services provided to such parent in accordance with Section 7.06(fParent Company (but excluding, for the avoidance of doubt, the portion of any such amount, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrower and/or its subsidiaries)), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including Borrower and/or any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (in each case, increased (without duplication) by (A) any Returns in respect thereof and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(n); (o) Investments made in respect of joint ventures or other similar agreements or partnerships in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (plus the amount of any Returns in respect thereof) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(o); (p) advances of payroll payments to employees subsidiary in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (iin) Investments to the extent that payment for such Investments therefor is made solely with Qualified Equity Interests Capital Stock of Holdings any Parent Company or Equity Interests Capital Stock (other than Disqualified Capital Stock) of Holdings the Borrower or any direct or indirect parent Restricted Subsidiary, in each case, to the extent not resulting in a Change of HoldingsControl; (ri) Investments of a any Restricted Subsidiary acquired after the Closing Date Date, or of a any Person acquired by, or merged into or consolidated or amalgamated or consolidated into with, the Borrower or any Restricted Subsidiary in accordance with Section 7.04 after the Closing Date Date, in each case as part of an Investment otherwise permitted by this Section 6.06 to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such the relevant acquisition, merger merger, amalgamation or consolidationconsolidation and (ii) any modification, replacement, renewal or extension of any Investment permitted under clause (i) of this Section 6.06(o) so long as no such modification, replacement, renewal or extension thereof increases the amount of such Investment except as otherwise permitted by this Section 6.06; (sp) [reserved]Investments made in connection with the Transactions; (tq) Investments made after the Closing Date by the Borrower and/or any of its Restricted Subsidiaries in deposit accountsan aggregate amount not to exceed: (i) at any time outstanding, securities accounts the greater of $160,000,000 and commodities accounts maintained 4.0% of Consolidated Total Assets as of the last day of the most recently ended Test Period, plus (ii) at any time outstanding, the greater of $160,000,000 and 4.0% of Consolidated Total Assets as of the last day of the most recently ended Test Period, minus (A) the amount of Restricted Payments made by the Borrower or any Restricted Subsidiary in reliance on Section 6.04(a)(x), minus (B) the amount of Restricted Debt Payments made by the Borrower or any Restricted Subsidiary in reliance on Section 6.04(b)(iv)(B), plus (iii) at any time outstanding, the greater of $160,000,000 and 4.0% of Consolidated Total Assets as of the last day of the most recently ended Test Period, minus the amount of Restricted Debt Payments made in reliance on Section 6.04(b)(iv)(A), plus (iv) in the event that (A) the Borrower or any of its Restricted SubsidiariesSubsidiaries makes any Investment after the Closing Date in any Person that is not a Restricted Subsidiary and (B) such Person subsequently becomes a Restricted Subsidiary, an amount equal to 100.0% of the fair market value of such Investment as of the date on which such Person becomes a Restricted Subsidiary; (ur) Investments constituting made after the Closing Date by the Borrower and/or any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any its Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall in an aggregate outstanding amount not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using to exceed (i) the Cumulative Credit at portion, if any, of the Available Amount on such time, so long as (1) no Event of Default exists or would result from date that the making of such Investment and (2) in respect of Investments using Borrower elects to apply to this clause (br)(i) of the Cumulative Credit, the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 6.90:1.00 and plus (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(iir)(ii); (i) to the extent such Investment is made within 12 months Guarantees of leases (other than Capital Leases) or of other obligations not constituting Indebtedness and (ii) Guarantees of the date lease obligations of designation suppliers, customers, franchisees and licensees of the Borrower and/or its Restricted Subsidiaries, in each case, in the ordinary course of business; (t) Investments in any Parent Company in amounts and for purposes for which Restricted Payments to such Available Excluded Contribution AmountParent Company are permitted under Section 6.04(a); provided that any Investment made as provided above in lieu of any such Restricted Payment shall reduce availability under the applicable Restricted Payment basket under Section 6.04(a); (u) Investments made by any Restricted Subsidiary that is not a Loan Party with the proceeds received by such Restricted Subsidiary from an Investment made by any Loan Party in such Restricted Subsidiary pursuant to this Section 6.06 (other than Investments made pursuant to clause (ii) of Section 6.06(e) or Section 6.06(x)); (v) Investments in subsidiaries and joint ventures in connection with reorganizations and related activities related to tax planning; provided that, after giving effect to any such reorganization and/or related activity, the security interest of the Administrative Agent in the Collateral, taken as a whole, is not materially impaired; (w) Investments in or relating to a Securitization Subsidiary that, in the good faith determination under any Derivative Transaction of the Borrower are necessary or advisable to effect any Qualified Securitization Facility (including any contribution of replacement or substitute assets to such subsidiary) or any repurchase obligation in connection therewith; andtype permitted under Section 6.01(s); (x) Investments made in connection with the creation, formation and/or acquisition of any joint venture, or in any Restricted Subsidiary to enable such Restricted Subsidiary to create, form and/or acquire any joint venture, in an aggregate outstanding amount not to exceed the greater of $80,000,000 and 2.0% of Consolidated Total Assets as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b), as applicable; (y) Investments made in joint venture as required by, or made pursuant to, buy/sell arrangements between the joint venture parties set forth in joint venture agreements and similar binding arrangements in effect on the Closing Date (other than any modification, replacement, renewal or extension of such Investments so long as no Event such modification, renewal or extension thereof increased the amount of Default any such Investment except by the terms thereof or as otherwise permitted by this Section 6.06); (z) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent that they are permitted to remain unfunded under Section 8.01(aapplicable law; (aa) or Investments in the Borrower, any subsidiary and/or any joint venture in connection with intercompany cash management arrangements and related activities in the ordinary course of business; (fbb) shall have occurred and be continuing or would otherwise result therefromadditional Investments so long as, other Investments such that the Consolidated Total Net Leverage Ratio after giving effect thereto on a Pro Forma Basis would be less than Basis, the Total Leverage Ratio does not exceed 4.75:1.00; (cc) Investments consisting of the licensing or equal contribution of IP Rights pursuant to 5.00:1.00joint marketing arrangements with other Persons; and (dd) Investments made in connection with any NMTC Transaction.

Investments. Make No Group Member shall make or hold maintain, directly or indirectly, any Investments, exceptInvestment except for the following: (a) Investments by existing on the Borrower or any of its Restricted Subsidiaries in cash or Cash Equivalents or assets that were Cash Equivalents when such Investment was madedate hereof and set forth on Schedule 8.3; (b) loans or advances to officers, directors Investments in cash and employees of any Loan Party (or any direct or indirect parent thereof) or any of its Subsidiaries Cash Equivalents; (i) endorsements for reasonable and customary business-related travel, entertainment, relocation and analogous collection or deposit in the ordinary course of business purposesconsistent with past practice, (ii) in connection with such Person’s purchase extensions of Equity Interests trade credit (other than to Affiliates of the Borrower Borrower) arising or any direct or indirect parent thereof or to permit acquired in the payment ordinary course of taxes with respect thereto; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity business and (iii) for any other purposes not described Investments received in settlements in the foregoing clauses ordinary course of business of such extensions of trade credit; (d) Investments made as part of a Permitted Acquisition; (e) Investments by (i) and any Loan Party in any other Loan Party, (ii)) any Group Member that is not a Loan Party in any Group Member or in any joint venture or (iii) any Loan Party in any Group Member that is not a Loan Party or in any joint venture; provided provided, however, that the aggregate principal outstanding amount outstanding at any time under of all Investments permitted pursuant to this clause (iii) shall not exceed $50,000,000. (c) Investments (i) by the Borrower 5,000,000 at any time; and provided, further, that any Investment consisting of loans or any Restricted Subsidiary in advances to any Loan Party (other than Holdings), pursuant to clause (ii) by any Restricted Subsidiary that is not a above shall be subordinated in full to the payment of the Obligations of such Loan Party in any other Restricted Subsidiary that is not a Loan Party on terms and (iii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of Investments outstanding at any time under this clause 7.02(c)(iii) when combined with Investments in any Restricted Subsidiary that is not a Loan Party under clause 7.02(i) shall not exceed $150,000,000; provided, further that no such Investments made pursuant to this clause (iii) in the form of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged conditions reasonably satisfactory to the Administrative Agent in accordance with the terms of the Security Agreement and (y) all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany Note; (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 and other credits to suppliers in the ordinary course of business; (e) Investments (excluding loans and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectivelyAgent; (f) Investments (i) existing loans or contemplated on advances to employees of the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date and, with respect to each such Investment in an amount in excess of $50,000,000, in each case set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings Borrower or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary of its Subsidiaries to finance travel, entertainment and any modification, renewal or extension thereof that does not increase the value thereof; (g) Investments in Swap Contracts permitted under Section 7.03(f); (h) promissory notes, securities relocation expenses and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (i) (x) any acquisition of (A) the Equity Interests of any Person that becomes a Restricted Subsidiary, (B) all or substantially all the assets of a Person or any ordinary business unit, division or line of business thereof or (C) all or substantially all of the customer lists of any Person or any business unit, division or line of business thereof (including, for the avoidance of doubt, “tuck in” acquisitions) or (y) any subsequent Investment made in a Person, business unit, division, line of business or assets previously acquired in a Permitted Acquisition, in each case of clause (x) or (y), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default under Section 8.01(a) or (f) exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); provided that the aggregate principal amount of Investments in any Restricted Subsidiary that is not a Loan Party under this clause 7.02(i) when combined with Investments outstanding at any time under clause 7.02(c)(iii) shall not exceed $150,000,000; (j) Investments constituting a part of the Transactions; (k) Investments purposes in the ordinary course of business consisting as presently conducted; provided, however, that the aggregate outstanding principal amount of UCC Article 3 endorsements for collection or deposit all loans and UCC Article 4 customary trade arrangements with customers consistent with past practicesadvances permitted pursuant to this clause (f) shall not exceed $5,000,000 at any time; (lg) other Investments (including debt obligations of the Borrower and Equity Interests) received in connection its Subsidiaries to the extent paid for with Qualified Capital Stock of the bankruptcy Borrower the proceeds of which have not been used for any other purpose or reorganization of suppliers and customers or in settlement of delinquent obligations of, or any 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 Investmentcalculation hereunder; (mh) loans and advances to any direct or indirect parent of the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent Guaranty Obligations permitted to be made to such parent in accordance with incurred under Section 7.06(f), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (in each case, increased (without duplication) by (A) any Returns in respect thereof and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(n); (o) Investments made in respect of joint ventures or other similar agreements or partnerships in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (plus the amount of any Returns in respect thereof) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(o); (p) advances of payroll payments to employees in the ordinary course of business8.1; (i) Investments made in by the ordinary course Borrower or its Subsidiaries as a result of business consideration received in connection with obtaining, maintaining or renewing client contracts and loans or advances Sales of assets made to distributors and suppliers in the ordinary course of business and (ii) Investments to the extent that payment for such Investments is made solely compliance with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of Holdings;Section 8.4; and (rj) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) [reserved]; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained any Investment by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided provided, however, that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and outstanding amount of all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in exceed $10,000,000 at any Collateral; (v) Investments using (i) the Cumulative Credit at such time, so long as (1) no Event of Default exists or would result from the making of such Investment and (2) in respect of Investments using clause (b) of the Cumulative Credit, the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 6.90:1.00 and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; (w) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility (including any contribution of replacement or substitute assets to such subsidiary) or any repurchase obligation in connection therewith; and (x) so long as no Event of Default under Section 8.01(a) or (f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 5.00:1.00.

Investments. Make or hold hold, or permit any Investmentsof its Subsidiaries to make or hold, exceptany Investment other than: (ai) Investments by the Loan Parties and their Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in Wholly-Owned Subsidiaries and, in the case of the Loan Parties (other than the Parent Guarantor) and their Subsidiaries (and Joint Ventures in which such Loan Parties and Subsidiaries hold any direct or indirect interest), Investments in Assets (including by asset or Equity Interest acquisitions or investments in Joint Ventures), in each case subject, where applicable, to the limitations set forth in Section 5.02(f)(iv); (ii) Investments in cash and Cash Equivalents; (iii) Investments consisting of intercompany Debt permitted under Section 5.02(b)(ii); (iv) Investments consisting of the following items so long as (x) the aggregate amount outstanding, without duplication, of all Investments described in clauses (A), (B), (C) and (D) of this subsection does not exceed, at any time, 25% of Total Asset Value at such time, (y) the aggregate amount outstanding, without duplication, of all Investments described in this subsection does not exceed, at any time, 35% of Total Asset Value at such time, and (z) the aggregate amount of each of the following items of Investments does not exceed at any time the specified percentage of Total Asset Value set forth below: (A) Investments in Redevelopment Assets and Development Assets, so long as the aggregate amount of such Investments in Redevelopment Assets and Development Assets, calculated on the basis of actual cost, does not at any time exceed 15% of Total Asset Value at such time, (B) Investments in unimproved land, so long as the aggregate amount of all such Investments in unimproved land, calculated on the basis of actual cost, does not at any time exceed 5% of Total Asset Value at such time, (C) Investments in Joint Ventures of any Loan Party so long as the aggregate amount of such Investments outstanding does not at any time exceed 15% of Total Asset Value at such time, (D) Loans, advances and extensions of credit (including, without limitation, mortgage loans, mezzanine loans and notes receivable) to any Person so long as the aggregate amount of such Investments does not at any time exceed 5% of Total Asset Value at such time, and (E) Investments in Mixed Use Assets so long as the aggregate amount of such Investments in Mixed Use Assets, calculated on the basis of actual cost, does not at any time exceed 25% of Total Asset Value at such time; (v) Investments outstanding on the date hereof in Subsidiaries that are not wholly-owned by any Loan Party; (vi) Investments by the Borrower or any of its Restricted Subsidiaries in cash or Cash Equivalents or assets that were Cash Equivalents when Hedge Agreements permitted under Section 5.02(b)(iv)(C) to the extent such Investment was madeInvestments are not prohibited by Section 5.02(j) below; (bvii) To the extent permitted by applicable law, loans or advances other extensions of credit to officers, directors and employees of any Loan Party (or any direct or indirect parent thereof) or Subsidiary of any Loan Party in the ordinary course of its Subsidiaries (i) business, for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests which Investments shall be contributed to the Borrower in cash as common equity and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding exceed at any time under this clause (iii) shall not exceed $50,000,000. (c) Investments (i) by the Borrower or any Restricted Subsidiary 1,000,000 in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of Investments outstanding at any time under this clause 7.02(c)(iii) when combined with Investments in any Restricted Subsidiary that is not a for all Loan Party under clause 7.02(i) shall not exceed $150,000,000; provided, further that no such Investments made pursuant to this clause (iii) in the form of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement and (y) all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany NoteParties; (dviii) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit extended in the ordinary course of businessbusiness so long as the aggregate amount of such Investments does not at any time exceed 2% of Total Asset Value at such time (excluding, and in determining compliance with such limitation, any such amounts in respect of Tenancy Leases); and (ix) Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business; (e) Investments (excluding loans and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectively; (f) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date and, with respect to each such Investment in an amount in excess of $50,000,000, in each case set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereof; (g) Investments in Swap Contracts permitted under Section 7.03(f); (h) promissory notes, securities and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (i) (x) any acquisition of (A) the Equity Interests of any Person that becomes a Restricted Subsidiary, (B) all or substantially all the assets of a Person or any business unit, division or line of business thereof or (C) all or substantially all of the customer lists of any Person or any business unit, division or line of business thereof (including, for the avoidance of doubt, “tuck in” acquisitions) or (y) any subsequent Investment made in a Person, business unit, division, line of business or assets previously acquired in a Permitted Acquisition, in each case of clause (x) or (y), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default under Section 8.01(a) or (f) exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired reasonably necessary in such purchase order to prevent or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); provided that the aggregate principal amount of Investments in any Restricted Subsidiary that is not a Loan Party under this clause 7.02(i) when combined with Investments outstanding at any time under clause 7.02(c)(iii) shall not exceed $150,000,000; (j) Investments constituting a part of the Transactions; (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to any direct or indirect parent of the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (in each case, increased (without duplication) by (A) any Returns in respect thereof and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(n); (o) Investments made in respect of joint ventures or other similar agreements or partnerships in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (plus the amount of any Returns in respect thereof) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(o); (p) advances of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of Holdings; (r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) [reserved]; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time, so long as (1) no Event of Default exists or would result from the making of such Investment and (2) in respect of Investments using clause (b) of the Cumulative Credit, the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 6.90:1.00 and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; (w) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility (including any contribution of replacement or substitute assets to such subsidiary) or any repurchase obligation in connection therewith; and (x) so long as no Event of Default under Section 8.01(a) or (f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 5.00:1.00limit loss.

Investments. Make or hold any Investments, except: (a) Investments by the Borrower or any of its Restricted Subsidiaries in cash or Cash Equivalents or assets that were Cash Equivalents when such Investment was made; (b) loans or advances to officers, directors and employees of any Loan Party (or any direct or indirect parent thereof) or any of its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under this clause (iii) shall not exceed $50,000,00055,000,000. (c) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of Investments outstanding at any time under this clause 7.02(c)(iii) when combined with Investments in any Restricted Subsidiary that is not a Loan Party under clause 7.02(i) shall not exceed $150,000,000; provided, further that no such Investments made pursuant to this clause (iii) in the form of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement and (y) all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany Note; (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 and other credits to suppliers in the ordinary course of business; (e) Investments (excluding loans and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectively; (f) Investments (i) existing or contemplated on the Closing Amendment No. 5 Effective Date or made pursuant to legally binding written contracts in existence on the Closing Date and, with respect to each such Investment in an amount in excess of $50,000,000, in each case set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereof; (g) Investments in Swap Contracts permitted under Section 7.03(f); (h) promissory notes, securities and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (i) (x) any acquisition of (A) the Equity Interests of any Person that becomes a Restricted Subsidiary (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), (B) all or substantially all the assets of a Person or any business unit, division or line of business thereof or (C) all or substantially all of the customer lists of any Person or any business unit, division or line of business thereof (including, for the avoidance of doubt, “tuck in” acquisitions) or (y) any subsequent Investment made in a Person, business unit, division, line of business or assets previously acquired in a Permitted Acquisition, in each case of clause (x) or (y), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default under Section 8.01(a) or (f) exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); provided that the aggregate principal amount of Investments in any Restricted Subsidiary that is not a Loan Party under this clause 7.02(i) when combined with Investments outstanding at any time under clause 7.02(c)(iii) shall not exceed $150,000,000; (j) Investments constituting a part of the Transactions; (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to any direct or indirect parent of the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 1,100,000,000 and 30.0100.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (in each case, increased (without duplication) by (A) any Returns in respect thereof and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(n); (o) Investments made in respect of joint ventures or other similar agreements or partnerships in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 385,000,000 and 30.035.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (plus the amount of any Returns in respect thereof) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(o); (p) advances of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of Holdings; (r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) [reserved]; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time, so long as (1) no Event of Default exists or would result from the making of such Investment and (2) in respect of Investments using clause (b) of the Cumulative Credit, the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 6.90:1.00 time and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; (w) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility (including any contribution of replacement or substitute assets to such subsidiary) or any repurchase obligation in connection therewith; and; (x) so long as no Event of Default under Section 8.01(a) or (f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 5.00:1.00; and (y) Investments consisting of promissory notes issued to the Borrower or any Restricted Subsidiary by future, present or former employees, directors, officers, managers or consultants of the Borrower or any of its Subsidiaries or their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower or any direct or indirect parent entity thereof, to the extent the applicable Restricted Payment is permitted by Section 7.06.

Investments. Make or hold any Investments, except: (a) Investments by the Borrower any Loan Party or any of its Restricted Subsidiaries in cash or Cash Equivalents or assets that were Cash Equivalents when such Investment was made; (b) loans or advances to present or former officers, directors directors, managers and employees of any Loan Party (or any direct or indirect parent company thereof) or any of its their Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent company thereof or to permit the payment of taxes with respect thereto; (provided that, to the extent such loans or advances are made in cash, that the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity equity) and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under this clause (iii) above shall not exceed exceed, together with Investments permitted under Section 7.02(bb), $50,000,000.1,000,000; (c) Investments (i) by the Borrower any Loan Party or any of its Restricted Subsidiary Subsidiaries in any a Loan Party (other than Holdingsany parent company of the Borrower that is or becomes a Loan Party), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Subsidiary, (iii) by any Loan Party and or any of its Restricted Subsidiaries constituting Guarantees of Indebtedness or other payment obligations of Restricted Subsidiaries that are not Loan Parties owing to any Loan Party, (iiiiv) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that at the time any such Investment is made and immediately after giving effect thereto, the aggregate principal outstanding amount of Investments outstanding at any time under made in reliance on this clause 7.02(c)(iii) when combined with Investments in any Restricted Subsidiary that is not a Loan Party under clause 7.02(i(iv) shall not exceed $150,000,000; providedthe Non-Guarantor Investment Cap, further that no such Investments made pursuant to this clause (iii) in the form of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement and (yv) all such Indebtedness of by any Loan Party owed to or any Restricted Subsidiary in Restricted Subsidiaries that are not Loan Parties so long as such transactions is not part of a Loan Party shall be unsecured and subordinated to series of simultaneous transactions that result in the Obligations pursuant to the terms proceeds of the Intercompany NoteInvestment being transferred in total to one or more Loan Parties; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business; (e) Investments (excluding loans and advances made Deposits described in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectively; (f) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date and, with respect to each such Investment in an amount in excess of $50,000,000, in each case and either (1) set forth on Schedule 7.02(f) or (2) not in excess of $2,500,000 in the aggregate and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) Investments existing on the Closing Date by Holdings the Borrower or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary Subsidiary, and any modification, renewal or extension thereof of any Investment pursuant to this clause (f); provided, in each case, that does the amount of the original Investment is not increase the value thereofincreased (unless such increased Investment is permitted by another subparagraph of this Section 7.02); (g) Investments in Swap Contracts permitted under Section 7.03(f)7.03; (h) promissory notes, securities notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (i) (x) any acquisition of (A) the Equity Interests of any Person that becomes a Restricted Subsidiary, (B) all or substantially all the assets of a Person or any business unitof a division, division unit or line of business thereof or (C) all or substantially all of the customer lists of any Person or any business unit, division or line of business thereof (including, for the avoidance of doubt, “tuck in” acquisitions) or (y) any subsequent Investment made in a Person, business unit, division, line or of business or assets previously acquired greater than 50% of the Equity Interests in a Permitted AcquisitionPerson that becomes a Restricted Subsidiary (including any Investment in any Person the effect of which is to increase the Borrower’s or a Restricted Subsidiary’s ownership of Equity Interests in such Person such that, in each case after giving effect to such Investment, the Borrower or a Restricted Subsidiary owns greater than 50% of clause (x) or (ysuch Person’s Equity Interests), in a single transaction or series of related transactions, by merger, consolidation or otherwise, if immediately after giving effect thereto: (i) no Event of Default under Section 8.01(athe Persons acquired in such acquisition (other than any Subsidiaries designated as Unrestricted Subsidiaries in accordance herewith) or (f) exists at will become Guarantors and pledge their Collateral to the time Collateral Agent, in each case to the extent required pursuant to the provisions of the signing Collateral and Guarantee Requirement; provided that the aggregate consideration paid (other than consideration paid in the form of a definitive acquisition agreement with respect theretoEquity Interests of the Borrower or any direct or indirect parent company thereof) by the Loan Parties in reliance on this clause (i) for acquisitions of Persons that do not become Guarantors shall not exceed the Non-Guarantor Investment Cap; (ii) any acquired or newly formed Restricted Subsidiary the Borrower shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by in compliance with Section 7.036.19 after giving effect to such acquisition; and (iii) no Event of Default shall have occurred and be continuing immediately after giving effect to such acquisition; provided that at the extent required by option of the Collateral and Guarantee RequirementBorrower, the date of determination for compliance with this clause (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiaryiii) shall become a Guarantorbe an LCT Test Date and in the event the Borrower makes such election, in each case in accordance with Section 6.11 no Specified Default shall exist immediately after giving effect to such acquisition (any such acquisition under this Section 7.02(i)acquisition, a “Permitted Acquisition”); provided that the aggregate principal amount of Investments in any Restricted Subsidiary that is not a Loan Party under this clause 7.02(i) when combined with Investments outstanding at any time under clause 7.02(c)(iii) shall not exceed $150,000,000; (j) Investments constituting so long as no Default or Event of Default exists or would result therefrom and the Borrower is in compliance on a part Pro Forma Basis (after giving effect to such Investment and any related transaction (but without netting the proceeds of the Transactionsany related Indebtedness)) with a Total Net Leverage Ratio that is no greater than 2.00:1.00; (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to any direct or indirect parent company of the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(fSections 7.06(e), (g), (h), (i), (j), (lf) or (mg); provided that any such loans and advances to a Loan Party shall be unsecured and subordinated, such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause an Intercompany Note, to the Obligations and all other secured Indebtedness that ranks pari passu with the Obligations in an amount equal to such Investmentlien priority on the Collateral; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to outstanding in reliance on this Section 7.02(nclause (n) (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed $15,000,000; plus (B) the greater Cumulative Credit on such date that the Borrower elects to apply to this subsection (B); provided that, the Cumulative Credit shall not be deemed available for purposes of $300,000,000 this subsection (B) unless no Event of Default has occurred and 30.0% of Consolidated EBITDA for is continuing or would result immediately therefrom and the most recently completed Test Period for which financial statements have been delivered (determined Total Net Leverage Ratio calculated on a Pro Forma Basis in accordance with Section 1.09) (in each caseafter giving effect to such Restricted Payment is less than or equal to 3.00 to 1.00; provided, increased (without duplication) by (A) further, that at the time any Returns in respect thereof such Investment is made and (B) immediately after giving effect thereto, the gain in any fair market value aggregate amount of the Investments made under in reliance on this clause (n) in any Unrestricted Subsidiary at respect of Subsidiaries that are not Loan Parties shall not exceed the time of redesignation as a Restricted Subsidiary) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(n)Non-Guarantor Investment Cap; (o) Investments made in respect of joint ventures or other similar agreements or partnerships in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (plus the amount of any Returns in respect thereof) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(o); (p) advances of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (iip) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or (other than Disqualified Equity Interests not otherwise permitted by Section 7.03) of Holdings the Borrower (or any direct or indirect parent company of Holdingsthe Borrower); (rq) Investments in an aggregate amount outstanding in reliance on this clause (q) not to exceed $2,000,000 of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or merged, amalgamated or consolidated with a Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (sr) [reserved]; (ts) Investments in deposit accounts, securities accounts and commodities accounts maintained Guarantees by the Borrower or any of its Restricted SubsidiariesSubsidiaries of leases (other than Capitalized Leases) or of other obligations of Restricted Subsidiaries that do not constitute Indebtedness, in each case entered into in the ordinary course of business, and excluding any payment on any such guarantee; (t) any repurchase of Indebtedness of any Loan Party, to the extent not otherwise prohibited by this Agreement; (u) transactions among Borrower and Restricted Subsidiaries constituting non-cash Investments constituting any part of a in connection with tax planning and reorganization and other activities related to tax planningactivities; provided that (i) no Event of Default shall have occurred and be continuingafter giving effect to any such activities, (ii) any the security interests granted to the Administrative Agent for the benefit of the Secured Parties Lenders in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate Collateral, taken as in effect immediately prior to such mergera whole, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly would not be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateralmaterially impaired; (v) Investments using made to effectuate the Permitted SPAC Transaction to the extent contemplated by the Permitted SPAC Transaction Documents; (w) Investments in any similar business, joint venture or Unrestricted Subsidiary in an aggregate outstanding amount not to exceed the Non-Guarantor Investment Cap; (x) the Investor Loans; (y) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, IP Rights, or other rights, in each case in the ordinary course of business; (z) any Investment made using, without duplication of any other use of such basket, (i) amounts available for Restricted Payments under Section 7.06(o) and (ii) amounts available to make payments in respect of Junior Financings under Section 7.13(a)(v); provided that at the Cumulative Credit at time any such timeInvestment is made and immediately after giving effect thereto, the aggregate amount of Investments made in reliance on this clause (z) in respect of Subsidiaries that are not Loan Parties shall not exceed, the Non-Guarantor Investment Cap; (aa) so long as (1) no Event of Default exists or would result therefrom, Investments in an aggregate amount not to exceed 100% of the Net Proceeds received by the Borrower after the Closing Date from the making issue or sale of Qualified Equity Interests of the Borrower or cash contributed to the capital of the Borrower to the extent such Investment Net Proceeds or cash (i) are Not Otherwise Applied, (ii) do not constitute a Cure Amount, (iii) are not received in connection with the consummation of the Permitted SPAC Transaction, (iv) are not contributed by a Loan Party or Restricted Subsidiary (other than contributions received by a Parent Company and contributed to Borrower), and (2v) have not been applied in respect reliance on Section 7.06(n) or 7.13(vii); provided, that, prior to the consummation of any Permitted SPAC Transaction, such Investments using clause shall be limited to Investments in (bx) assets that are (or will be within the time periods required by Section 6.11) pledged as Collateral to the Collateral Agent or (y) Persons that are (or will be within the time periods required by Section 6.11) Loan Parties and pledge their assets as Collateral to the Collateral Agent; and (i) advances, loans or extensions of credit by the Cumulative CreditLoan Parties or any Restricted Subsidiary in the ordinary course of business for travel, entertainment or relocation, out-of-pocket or other business-related expenses in the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal aggregate at any time outstanding not to 6.90:1.00 exceed, together with Investments permitted under Section 7.02(b), $1,000,000, and (ii) Investments made pursuant to a “rabbi trust” or similar employee benefit plan or arrangement designed to defer the portiontaxability of compensation to an employee, if anyofficer or director of purchase payments made in connection with an acquisition (so long as the direct payment of such compensation would not otherwise be prohibited hereunder). Notwithstanding the foregoing, (a) in no event shall the Borrower make, or permit any other Loan Party to make, any Investment in or to any Restricted Subsidiary that is not a Loan Party or any Unrestricted Subsidiary consisting of intellectual property (or exclusive rights thereto) that is used in the business of the Available Excluded Contribution Amount on such date that Loan Parties (as determined by the Borrower elects in good faith) and (b) in no event shall the Borrower permit any Restricted Subsidiary that is not a Loan Party to apply to this clause (v)(ii) to the extent such make any Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; (w) Investments in or relating to a Securitization any Unrestricted Subsidiary that, consisting of intellectual property (or exclusive rights thereto) that is used in the good faith determination business of the Borrower are necessary or advisable to effect any Qualified Securitization Facility and the Restricted Subsidiaries (including any contribution of replacement or substitute assets to such subsidiary) or any repurchase obligation as determined by the Borrower in connection therewith; and (x) so long as no Event of Default under Section 8.01(a) or (f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 5.00:1.00good faith).

Investments. Make or hold any Investments, except: except for the following: (a) Investments by the Borrower or any of its Restricted Subsidiaries Subsidiary in cash or Cash Equivalents or assets that were Cash Equivalents when such Investment was made; , and the holding of cash or Cash Equivalents at any time by the Borrower or any Restricted Subsidiary; (b) loans or advances to future, present or former officers, directors and directors, managers, members, partners, independent contractors, consultants or employees of any Loan Party the Borrower (or any direct or indirect parent thereof) ), the Borrower or any of its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower (or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; thereof) (provided that, to the extent such loans or advances are made in cash, the amount proceeds of any such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity equity) and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the , in an aggregate principal amount outstanding at any time under this clause not to exceed the greater of (iiix) shall not exceed $50,000,000. 35,000,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Test Period as of such time; (c) [reserved]; (d) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (in any other than Holdings)Loan Party, (ii) by any Restricted Subsidiary Person that is not a Loan Party in any other Loan Party, (iii) by any Person that is not a Loan Party in any Restricted 147 Subsidiary of the Borrower that is not a Loan Party and (iiiiv) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that of the aggregate principal amount of Investments outstanding at any time under this clause 7.02(c)(iii) when combined with Investments in any Restricted Subsidiary Borrower that is not a Loan Party under clause 7.02(i) shall not exceed $150,000,000(including any Person that will, upon the making of such Investment, become a Restricted Subsidiary); provided, further that no any such Investments made pursuant to Investment under this clause (iiiiv) by Loan Parties in such Persons that are not Loan Parties shall be either (A) in the form ordinary course of intercompany loans shall be evidenced by a promissory note unless business or consistent with past practice or (B) in an aggregate amount not to exceed the greater of (x) such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement $375,000,000 and (y) all such Indebtedness 50% of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms Consolidated EBITDA as of the Intercompany Note; last day of the most recently ended Test Period; (de) 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 and other credits to suppliers in the ordinary course of business; ; (ef) Investments (excluding loans consisting of Liens, Indebtedness, fundamental changes, Dispositions and advances made in lieu of Restricted Payments pursuant not prohibited by or permitted (other than, in each case, by reference to and limited by this Section 7.02(m7.02) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (fSection 7.03(d)), 7.04 (other than 7.04(c)(ii) or (e))7.04, 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.137.06, respectively; ; (fg) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date and, (x) with respect to each such Investment in an amount individual value not in excess of $50,000,000, in each case 5,000,000 or (y) set forth on Schedule 7.02(f7.02 and in each case of the foregoing clauses (x) and (y), any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof thereof; provided that does the amount of the original Investment is not increase increased except by the value thereof; terms of such Investment or as otherwise permitted by this Section 7.02; (gh) Investments in Swap Contracts permitted under Section 7.03(f7.03(g); ; (hi) promissory notes, securities notes and other non-cash noncash consideration received in connection with Dispositions permitted by Section 7.05; ; (ij) (x) any the purchase or other acquisition of (A) the Equity Interests of any Person that becomes a Restricted Subsidiary, (B) all or substantially all the assets of a Person or any business unit, division or line of business thereof or (Cx) all or substantially all of the customer lists property and assets or businesses of any Person or any Person, (y) assets constituting a business unit, division or line of business thereof (including, for the avoidance of doubt, “tuck in” acquisitions) or (y) any subsequent Investment made in a Person, business unit, division, line of business or assets previously acquired division of any Person, or (z) Equity Interests in (i) a Person that becomes a Restricted Subsidiary as a result of such purchase or acquisition (including as a result of a merger or consolidation) and/or (ii) a Restricted Subsidiary to increase the percentage of ownership thereof held by the Borrower or any Restricted Subsidiary (each, a “Permitted Acquisition, in each case of clause ”); provided that (xi) or (y), in a single transaction or series of related transactions, if immediately after giving effect thereto: to any such purchase or other acquisition, and subject in all respects to the LCT Provisions (i) if applicable), no Specified Event of Default under shall have occurred and be continuing or would result therefrom and the Borrower shall be in compliance with the covenant in Section 8.01(a) or (f) exists at the time of the signing of a definitive acquisition agreement with respect thereto; 6.17 and (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirementpursuant to Section 6.13, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute become Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”)Guarantors; provided that the aggregate principal amount of Investments in any Restricted Subsidiary that is not a Loan Party under this clause 7.02(i) when combined with Investments outstanding at any time under clause 7.02(c)(iii) shall not exceed $150,000,000; (j) Investments constituting a part of the Transactions; (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers any Person and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers any Person arising in the ordinary course of business or and upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to any direct or indirect parent of the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), ; (l) Investments in and among the Borrower or any of its Restricted Subsidiaries in connection with intercompany cash management arrangements and related activities, including cash pooling arrangements and intercompany loans, in the ordinary course of business; (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (in each case, increased (without duplication) by (A) any Returns in respect thereof and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(n); (o) Investments made in respect of joint ventures or other similar agreements or partnerships in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (plus the amount of any Returns in respect thereof) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(o); (p) advances of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of Holdings; (r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) [reserved]; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time, so long as (1) no Event of Default exists or would result from the making of such Investment and (2) in respect of Investments using clause (b) of the Cumulative Credit, the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 6.90:1.00 and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; (w) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility (including any contribution of replacement or substitute assets to such subsidiary) or any repurchase obligation in connection therewith; and (x) so long as no Event of Default under Section 8.01(a) or (f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 5.00:1.00.148

Investments. Make The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, make or hold own any Investments, Investment in any other Person except: (a) Cash or Investments by the Borrower or any of its Restricted Subsidiaries in cash or Cash Equivalents or assets that were Cash Equivalents when such Investment was at the time made; (b) loans or advances to officers, directors and employees of any Loan Party (or any direct or indirect parent thereof) or any of its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposesInvestments existing on the Closing Date in the Borrower or in any subsidiary, (ii) in connection with such Person’s purchase of Equity Interests of Investments made after the Closing Date among the Borrower and/or one or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity and (iii) for any other purposes not described in the foregoing clauses (i) and (ii)more Restricted Subsidiaries; provided that in the aggregate principal amount outstanding at case of any time under this clause (iii) shall not exceed $50,000,000. (c) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) Investment by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that Party in reliance on this clause (ii), the aggregate principal outstanding amount of any such Investment shall not exceed the greater of $12,500,000 and 25% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period and (iii) Investments made by any Loan Party and/or any Restricted Subsidiary that is not a Loan Party in the form of any contribution or Disposition of the Capital Stock of any Person that is not a Loan Party; (c) Investments (i) constituting deposits, prepayments, trade credit and/or other credits to suppliers, (ii) made in connection with obtaining, maintaining or renewing client and customer contracts and/or (iii) in the form of advances made to distributors, suppliers, licensors and licensees, in each case, in the ordinary course of business or, in the case of clause (iii), to the extent necessary to maintain the ordinary course of supplies to the Borrower or any Restricted Subsidiary; (d) so long as no Event of Default then exists, Investments (i) in any Unrestricted Subsidiary and/or any joint venture in an aggregate outstanding at amount not to exceed the greater of $12,500,000 and 25% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period and (ii) in any time under this clause 7.02(c)(iiiSimilar Business in an aggregate outstanding amount not to exceed the greater of $25,000,000 and 50% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period; (e) when combined with Investments (i) Permitted Acquisitions and (ii) any Investment by a Loan Party in any Restricted Subsidiary that is not a Loan Party under clause 7.02(i) shall not exceed $150,000,000; providedin an amount required to permit such Restricted Subsidiary to consummate directly, further that no or indirectly through one or more other Restricted Subsidiaries, a Permitted Acquisition, which amount is applied, by such Investments made pursuant Restricted Subsidiary directly or indirectly through one or more other Restricted Subsidiaries to this clause (iii) in the form of intercompany loans shall be evidenced by a promissory note unless (x) consummate such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement and (y) all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany NotePermitted Acquisition; (df) Investments (i) existing on, or contractually committed to or contemplated as of, the Closing Date; provided that, to the extent the outstanding amount (or contractually committed or contemplated amount) of any such Investment on the Closing Date exceeds $2,500,000, such Investment is described on Schedule 6.05 and (ii) any modification, replacement, renewal or extension of any Investment described in clause (i) above so long as no such modification, renewal or extension increases the amount of such Investment except by the terms thereof or as otherwise permitted by this Section 6.05; (g) Investments received in lieu of Cash in connection with any Disposition permitted by Section 6.06 or any other disposition of assets not constituting a Disposition; (h) loans or advances to present or former employees, directors, members of management, officers, managers or consultants or independent contractors (or their respective Immediate Family Members) of any Parent Company, the Borrower, its subsidiaries and/or any joint venture to the extent permitted by Requirements of Law, in connection with such Person’s purchase of Capital Stock of any Parent Company, either (i) in an aggregate principal amount not to exceed $1,000,000 at any one time outstanding or (ii) so long as the proceeds of such loan or advance are substantially contemporaneously contributed to the Borrower for the purchase of such Capital Stock; (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 and other credits to suppliers in the ordinary course of business; (e) Investments (excluding loans and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectively; (f) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date and, with respect to each such Investment in an amount in excess of $50,000,000, in each case set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereof; (g) Investments in Swap Contracts permitted under Section 7.03(f); (h) promissory notes, securities and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (i) (x) any acquisition of (A) the Equity Interests of any Person that becomes a Restricted Subsidiary, (B) all or substantially all the assets of a Person or any business unit, division or line of business thereof or (C) all or substantially all of the customer lists of any Person or any business unit, division or line of business thereof (including, for the avoidance of doubt, “tuck in” acquisitions) or (y) any subsequent Investment made in a Person, business unit, division, line of business or assets previously acquired in a Permitted Acquisition, in each case of clause (x) or (y), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default under Section 8.01(a) or (f) exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); provided that the aggregate principal amount of Investments in any Restricted Subsidiary that is not a Loan Party under this clause 7.02(i) when combined with Investments outstanding at any time under clause 7.02(c)(iii) shall not exceed $150,000,000; (j) Investments constituting a part consisting of (or resulting from) Indebtedness permitted under Section 6.01 (other than Indebtedness permitted under Sections 6.01(b) and (h)), Permitted Liens, Restricted Payments permitted under Section 6.03 (other than Section 6.03(a)(ix) and the final proviso to Section 6.03(a)(i)(B)), Restricted Debt Payments permitted by Section 6.03 and mergers, consolidations, amalgamations, liquidations, windings up, dissolutions or Dispositions permitted by Section 6.06 (other than Section 6.06(a) (if made in reliance on subclause (ii)(y) of the Transactionsproviso thereto), Section 6.06(b) (if made in reliance on clause (ii) therein), Section 6.06(c)(ii) (if made in reliance on clause (B) therein) and Section 6.06(g)); (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practicescustomers; (l) Investments (including debt obligations and Equity InterestsCapital Stock) received (i) in connection with the bankruptcy or reorganization of suppliers and customers or any Person, (ii) in settlement of delinquent obligations of, or other disputes with, customers customers, suppliers and suppliers other account debtors arising in the ordinary course of business or business, (iii) upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured InvestmentInvestment and/or (iv) as a result of the settlement, compromise, resolution of litigation, arbitration or other disputes; (m) loans and advances of payroll payments or other compensation (including deferred compensation) to present or former employees, directors, members of management, officers, managers or consultants of any direct or indirect parent of the Borrower not in excess of the amount of Parent Company (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted such payments or other compensation relate to be made services provided to such parent in accordance with Section 7.06(fParent Company (but excluding, for the avoidance of doubt, the portion of any such amount, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrower and/or its subsidiaries)), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including Borrower and/or any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (in each case, increased (without duplication) by (A) any Returns in respect thereof and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(n); (o) Investments made in respect of joint ventures or other similar agreements or partnerships in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (plus the amount of any Returns in respect thereof) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(o); (p) advances of payroll payments to employees subsidiary in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (iin) Investments to the extent that payment for such Investments therefor is made solely with Capital Stock of any Parent Company or Qualified Equity Interests Capital Stock of Holdings or Equity Interests of Holdings the Borrower or any direct or indirect parent Restricted Subsidiary, in each case, to the extent not resulting in a Change of HoldingsControl; (ri) Investments of a any Restricted Subsidiary acquired after the Closing Date Date, or of a any Person acquired by, or merged into or consolidated or amalgamated or consolidated into with, the Borrower or any Restricted Subsidiary in accordance with Section 7.04 after the Closing Date Date, in each case as part of an Investment otherwise permitted by this Section 6.05 to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such the relevant acquisition, merger merger, amalgamation or consolidationconsolidation and (ii) any modification, replacement, renewal or extension of any Investment permitted under clause (i) of this Section 6.05(o) so long as no such modification, replacement, renewal or extension thereof increases the original amount of such Investment except as otherwise permitted by this Section 6.05; (sp) [reserved]Investments made in connection with the Transactions; (tq) so long as no Event of Default then exists, Investments made after the Closing Date by the Borrower and/or any of its Restricted Subsidiaries in deposit accountsan aggregate amount at any time outstanding not to exceed: (i) (A) the greater of $25,000,000 and 50% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period, securities accounts and commodities accounts maintained plus (B) at the election of the Borrower, the amount of Restricted Payments then permitted to be made by the Borrower in reliance on Section 6.03(a)(x) (it being understood that any amount utilized under this clause (B) to make an Investment shall result in a reduction in availability under Section 6.03(a)(x)), plus (C) at the election of the Borrower, the amount of Restricted Debt Payments then permitted to be made by the Borrower or any Restricted Subsidiary in reliance on Section 6.03(b)(iv)(A) (it being understood that any amount utilized under this clause (C) to make an Investment shall result in a reduction in availability under Section 6.03(b)(iv)(A)), plus (ii) in the event that (A) the Borrower or any of its Restricted SubsidiariesSubsidiaries makes any Investment after the Closing Date in any Person that is not a Restricted Subsidiary and (B) such Person subsequently becomes a Guarantor, an amount equal to 100.0% of the fair market value of such Investment as of the date on which such Person becomes a Guarantor; (ur) Investments constituting made after the Closing Date by the Borrower and/or any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any its Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall in an aggregate outstanding amount not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using to exceed (i) the Cumulative Credit at portion, if any, of the Available Amount on such time, so long as (1) no Event of Default exists or would result from date that the making of such Investment and (2) in respect of Investments using Borrower elects to apply to this clause (br)(i) of the Cumulative Credit, the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 6.90:1.00 and and/or (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(iir)(ii); (i) to the extent such Investment is made within 12 months Guarantees of leases (other than Capital Leases) or of other obligations not constituting Indebtedness and (ii) Guarantees of the date lease obligations of designation suppliers, customers, franchisees and licensees of the Borrower and/or its Restricted Subsidiaries, in each case, in the ordinary course of business; (t) Investments in any Parent Company in amounts and for purposes for which Restricted Payments to such Available Excluded Contribution AmountParent Company are permitted under Section 6.03(a); provided that any Investment made as provided above in lieu of any such Restricted Payment shall reduce availability under the applicable Restricted Payment basket under Section 6.03(a); (u) [reserved]; (v) Investments in the Borrower and/or any subsidiary in connection with internal reorganizations and/or restructurings and/or activities related to tax planning (including in each case in connection with, or in preparation for, an IPO); provided that, after giving effect to any such reorganization, restructuring or activity, neither the Loan Guaranty, taken as a whole, nor the security interest of the Administrative Agent in the Collateral, taken as a whole, is materially impaired; (w) Investments under any Derivative Transaction of the type permitted under Section 6.01(s); (x) [reserved]; (y) Investments made in joint ventures as required by, or relating made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture agreements and similar binding arrangements entered into in the ordinary course of business; (z) Investments made in connection with any nonqualified deferred compensation plan or arrangement for any present or former employee, director, member of management, officer, manager or consultant or independent contractor (or any Immediate Family Member thereof) of any Parent Company, the Borrower, its subsidiaries and/or any joint venture; (aa) Investments in the Borrower, any Restricted Subsidiary and/or joint venture in connection with intercompany cash management arrangements and related activities in the ordinary course of business; (bb) Investments so long as, (x) no Event of Default then exists and (y) after giving effect thereto on a Pro Forma Basis, the Total Leverage Ratio does not exceed 7.00:1.00; (cc) any Investment made by any Unrestricted Subsidiary prior to the date on which such Unrestricted Subsidiary is designated as a Securitization Restricted Subsidiary thatso long as the relevant Investment was not made in contemplation of the designation of such Unrestricted Subsidiary as a Restricted Subsidiary; (dd) Investments consisting of the licensing, sublicensing or contribution of IP Rights, including pursuant to joint marketing or joint development arrangements with other Persons, in the good faith determination ordinary course of the Borrower are necessary or advisable to effect any Qualified Securitization Facility (including any contribution of replacement or substitute assets to such subsidiary) or any repurchase obligation in connection therewithbusiness; and (xee) so long loans and advances to any Parent Company not in excess of the amount of (after giving effect to any other loan, advance or Restricted Payment in respect thereof) Restricted Payments that are permitted to be made to such Parent Company in accordance with Section 6.03(a)(i), such Investment being treated for purposes of the applicable provision of Section 6.03(a), including any limitation, as a Restricted Payment made pursuant to such clause. Notwithstanding the foregoing, in no Event of Default under event shall this Section 8.01(a) or (f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 5.00:1.006.05 permit an IP Separation Transaction.

Investments. Make or hold any Investments, except: (a) Investments by the Borrower or any of its a Restricted Subsidiaries Subsidiary in cash or Cash Equivalents or assets that were Cash Equivalents when such Investment was made; (b) loans or advances to officers, directors directors, managers, partners and employees of any Loan Party the Borrower (or any direct or indirect parent thereof) or any of its the Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation relocation, customary fringe benefits and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower (or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided Borrower) (provided, that, to the extent such loans or advances are made in cash, the amount proceeds of any such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity equity) and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the , in an aggregate principal amount outstanding at any time under this clause (iii) shall not to exceed $50,000,000.4,500,000; (c) asset purchases (including purchases of inventory, supplies and materials) and the licensing or contribution of Intellectual Property pursuant to joint marketing arrangements with other Persons, in each case in the ordinary course of business; (d) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (in any other than Holdings)Loan Party, (ii) by any Restricted Subsidiary that is not a Non-Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Non-Loan Party in any Restricted Subsidiary that is not a other Non-Loan Party and (iv) by any Loan Party in any Non-Loan Party; provided that provided, that, the aggregate principal amount of Investments outstanding at any time under this clause 7.02(c)(iii) when combined with such Investments in any Restricted Subsidiary Non-Loan Parties pursuant to clause (iv) (other than such Investments that is not a Loan Party under clause 7.02(iare made in the ordinary course of business) shall not exceed an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future Investments, equal to (A) (1) during the fiscal year ending January 31, 2024, $150,000,000; provided10,000,000, further that no (2) during the fiscal year ending January 31, 2025, $12,000,000, (3) during the fiscal year ending January 31, 2026, $14,000,000 and (4) thereafter, $16,000,000 plus (B) an amount equal to any returns of capital or sale proceeds actually received in cash in respect of any such Investments made pursuant to this clause (iii) in which amount shall not exceed the form amount of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged to Investment valued at cost at the Administrative Agent in accordance with the terms of the Security Agreement and (y) all time such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany NoteInvestment was made); (de) 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 and other credits to suppliers in the ordinary course of business; (ef) Investments (excluding loans consisting of Xxxxx, Indebtedness, fundamental changes, Dispositions and advances made in lieu of Restricted Payments pursuant (other than, in each case, by reference to and limited by this Section 7.02(m7.02) below) consisting of transactions permitted under Sections Section 7.01, 7.03 (other than 7.03(c) Section 7.03, Section 7.04, Section 7.05 and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13Section 7.06, respectively; (fg) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date and, with respect to each such Investment in an amount in excess of $50,000,000, in each case set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof that does of any such Investments; provided, that, the amount of any Investment permitted pursuant to this Section 7.02(g) is not increase increased from the value thereof and (ii) existing amount of such Investment on the Closing Date except pursuant to the terms of such Investment as of the Closing Date or as otherwise permitted by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereofthis Section 7.02; (gh) Investments in Swap Contracts permitted under Section 7.03(f7.03(g); (hi) promissory notes, securities notes and other non-cash noncash consideration received in connection with Dispositions permitted by Section 7.05; (ij) (x) any the purchase or other acquisition of (A) the Equity Interests of any Person that becomes a Restricted Subsidiary, (B) all property and assets or substantially all the assets of a Person or any business unit, division or line of business thereof or (C) all or substantially all of the customer lists businesses of any Person or any of assets constituting a business unit, division or line of business thereof (including, for the avoidance of doubt, “tuck in” acquisitions) or (y) any subsequent Investment made in a Person, business unit, division, line of business or assets previously acquired division of such Person, or Equity Interests in a Person that, upon the consummation thereof, will be (or such assets will be contributed to) a Restricted Subsidiary of the Borrower (including as a result of a merger, amalgamation or consolidation) (each, a “Permitted Acquisition”) and together with any Investments in Restricted Subsidiaries necessary to consummate a transaction otherwise permitted by this clause (j); provided, that, (i) except in each the case of a Limited Condition Transaction (in which case, compliance with this clause (xi) or (yshall be determined in accordance with Section 1.09(a)), in a single transaction or series of related transactions, if immediately before and immediately after giving effect thereto: (i) Pro Forma Effect to any such purchase or other acquisition, no Default or Event of Default under Section 8.01(a) or (f) exists at the time of the signing of a definitive acquisition agreement with respect thereto; shall have occurred and be continuing, (ii) after giving effect to any acquired such purchase or newly formed Restricted Subsidiary other acquisition, the Borrower shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by in compliance with the covenant in Section 7.03; and 6.16, (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute become Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary) shall become a GuarantorGuarantors, in each case in accordance with Section 6.11 6.11, (any such acquisition under this Section 7.02(i), a “iv) Permitted Acquisition”); provided Acquisitions of Persons that are not required to become Guarantors by the aggregate principal amount of Investments in any Restricted Subsidiary Collateral and Guarantee Requirement and assets that is do not a Loan Party under this clause 7.02(i) when combined with Investments outstanding at any time under clause 7.02(c)(iii) constitute Collateral shall not exceed $150,000,000; (j) Investments constituting a part an aggregate amount of the Transactionsgreater of (x) $10,000,000 and (y) 2.25% of LQA Recurring Revenue of the Borrower for the most recently ended Test Period calculated on a Pro Forma Basis, (v) after giving Pro Forma Effect to such Permitted Acquisition, the Borrower shall be in compliance with the applicable Financial Covenant, (vi) for any Permitted Acquisition with a cash purchase price in excess of $50,000,000, the Borrower shall have delivered to the Administrative Agent, least five (5) Business Days prior to the date of consummation of the proposed Permitted Acquisition, a quality of earnings report conducted by financial advisors retained by the Borrower, (vii) the assets being acquired or the Person whose Equity Interests are being acquired did not have negative Consolidated EBITDA of more than negative $20,000,000 during the 12 consecutive month period most recently concluded prior to the date of the proposed Permitted Acquisition, (viii) such Permitted Acquisition shall not be hostile and (ix) promptly upon consummating such proposed Permitted Acquisition (and in any event within five (5) Business Days after closing), the Borrower shall deliver to the Administrative Agent a copy of the purchase agreement related to the proposed Permitted Acquisition (and any related documents reasonably requested by the Administrative Agent) to the extent required for perfection purposes; (k) [reserved]; (l) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (lm) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (mn) loans Investments as valued at cost at the time each such Investment is made and advances including all related commitments for future Investments, in an amount not exceeding (i) the Available Amount plus (ii) without duplication of any amounts netted out pursuant to any direct or indirect parent clause (vii)(A) of the Borrower not in excess definition of the amount of (after giving effect to any other loans“Available Amount”, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to any returns of capital or sale proceeds actually received in cash in respect of any such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate which amount pursuant to this Section 7.02(n) (shall not exceed the amount of such Investment valued at cost at the time such Investment was made); provided, that, at the time of such Investment, (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) if such Investment is made in reliance on the making thereofAvailable Amount Builder Basket, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater LQA Recurring Revenue Leverage Ratio of $300,000,000 and 30.0% the Borrower as of Consolidated EBITDA for the end of the most recently completed ended Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (in each caseBasis, increased (without duplication) by (A) any Returns in respect thereof and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(n)would be no greater than 1.00:1.00; (o) Investments made in respect of joint ventures or other similar agreements or partnerships in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (plus the amount of any Returns in respect thereof) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(o); (p) advances of payroll payments to employees in the ordinary course of business; (ip) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts loans and loans or advances made to distributors and suppliers in the ordinary course of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of Holdingsthe Borrower in lieu of, and not in excess of the amount of (after giving effect to any other such loans or advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to be made to such direct or indirect parent in accordance with Section 7.06; provided, that, any such loan or advance shall reduce the amount of such applicable Restricted Payment thereafter permitted under Section 7.06 by a corresponding amount (if such applicable provision of Section 7.06 contains a maximum amount); (rq) Investments of held by a Restricted Subsidiary acquired after the Closing Date or of a Person corporation or company merged or amalgamated or consolidated into the Borrower or merged or consolidated with a Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger merger, amalgamation or consolidation; (r) Guarantee Obligations of the Borrower or any Restricted Subsidiary in respect of leases (other than Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (s) [reserved]Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests (other than any Cure Amount or Excluded Contribution Amount); (t) other Investments in deposit accountsan aggregate amount, securities accounts as valued at cost at the time each such Investment is made and commodities accounts maintained by including all related commitments for future Investments, not exceeding $6,000,000, plus (ii) an amount equal to any returns of capital or sale proceeds actually received in cash in respect of any such Investments (which amount shall not exceed the Borrower or any amount of its Restricted Subsidiariessuch Investment valued at cost at the time such Investment was made) plus (iii) amounts reallocated to this clause (t) from Sections 7.06(j) and 7.08(a)(iii); (u) Investments constituting in JV Entities and Unrestricted Subsidiaries in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future Investments, not exceeding $6,000,000, plus (ii) an amount equal to any part returns of a reorganization capital or sale proceeds actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (v) Investments as valued at cost at the time each such Investment is made and other activities including all related to tax planningcommitments for future Investments, in an amount not exceeding the Excluded Contribution Amount; provided that (i) provided, that, at the time of such Investment, no Specified Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time, so long as (1) no Event of Default exists continuing or would result from the making of such Investment and (2) in respect of Investments using clause (b) of the Cumulative Credit, the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 6.90:1.00 and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amounttherefrom; (w) Investments in or relating contributions to a Securitization Subsidiary that, “rabbi” trust for the benefit of employees or other grantor trust subject to claims of creditors in the good faith determination case of a bankruptcy of the Borrower are necessary or advisable to effect any Qualified Securitization Facility (including any contribution of replacement or substitute assets to such subsidiary) or any repurchase obligation Restricted Subsidiary; (x) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is re-designated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; provided, that, such Investments were not incurred in connection therewithcontemplation of such re-designation; and (xy) so long as transactions entered into in order to consummate a Permitted Tax Restructuring. Notwithstanding anything to the contrary contained herein, in no Event event shall this Section 7.02 permit the Borrower or any other Loan Party to make any Investment transferring ownership title of, or exclusive rights in, any Material Intellectual Property in or to any Person other than a Loan Party or the Equity Interests of Default under Section 8.01(a) any such Person that owns any Material Intellectual Property to any other Person other than the Borrower or (f) shall have occurred and be continuing or would otherwise result therefromany other Loan Party, other Investments than the non-exclusive licensing of such that Material Intellectual Property in the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than ordinary course of business or equal the exclusive licensing of such Material Intellectual Property in the ordinary course of business to 5.00:1.00the extent such exclusive license does not interfere in any material respect with the ordinary conduct of the business of the Borrower and its Restricted Subsidiaries.

Investments. Make or hold any Investments, except: (a) Investments by the Borrower or any of its Restricted Subsidiaries in cash or and Cash Equivalents or assets that were Cash Equivalents when such Investment was madeEquivalents; (b) loans or advances to officers, directors and employees of any Loan Party (or any direct or indirect parent thereof) or any Holdings, the Borrower and the Subsidiaries in the ordinary course of its Subsidiaries (i) business for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) purposes in connection with such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the an aggregate principal amount outstanding for all Group Members not to exceed $1,000,000 at any one time under this clause (iii) shall not exceed $50,000,000.outstanding; (c) Investments (i) by the Borrower or any Restricted Subsidiary Group Member in any Loan Party (other than Holdings)Debtor, (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by the Borrower in (A) Uitgeversmaatschappij The Reader’s Digest B.V. in an aggregate amount not to exceed $40,000,000 at any Loan Party one time outstanding, (B) The Reader’s Digest Association (Canada) ULC in an aggregate amount not to exceed $12,000,000 at any Restricted Subsidiary that is one time outstanding and (C) The Reader’s Digest Association (Australia) Pty. Limited in an aggregate amount not a Loan Partyto exceed $5,000,000 at any one time outstanding; provided that the aggregate principal amount of Investments outstanding at (x) any time under this clause 7.02(c)(iii) when combined with Investments in any Restricted Subsidiary that is not a Loan Party under clause 7.02(i) shall not exceed $150,000,000; provided, further that no such Investments Investment made pursuant to this clause (iii) shall be evidenced by an intercompany note substantially in the form of intercompany loans Exhibit I (an “Intercompany Note”), which Intercompany Note shall promptly be evidenced by a promissory note unless (x) such promissory note is pledged delivered to the Administrative Agent in accordance with to hold as Collateral for the terms benefit of the Security Agreement Secured Parties and (y) the aggregate amount of all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations Investments made pursuant to the terms of the Intercompany Notethis clause (iv) shall not exceed $50,000,000 at any one time outstanding; (d) Investments in the Foreign Subsidiaries set forth on Schedule 7.02(d) up to the amounts and for the purposes set forth on Schedule 7.02(d) in an aggregate amount equal to the sum of (i) $50,000,000 less (ii) the aggregate amount of Investments made and then outstanding pursuant to Section 7.02(c)(iv) plus (iii) the aggregate amount of cash received by the Borrower in repayment of the Intercompany Notes; (e) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business; (e) Investments (excluding loans and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectively; (f) Investments (i) resulting from the creation of a Lien permitted under Section 7.01, (ii) resulting from the incurrence of Indebtedness permitted under Section 7.03, (iii) made to effect Dispositions permitted under Section 7.04 or Section 7.05 (other than Section 7.05(d)) or (iv) made to effect Restricted Payments permitted under Section 7.06; (g) (i) Investments existing or contemplated on the Closing Petition Date or made pursuant to legally binding written contracts in existence on the Closing Date and, with respect to each such Investment in an amount in excess of $50,000,000, in each case and set forth on Schedule 7.02(f7.02(g) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value aggregate amount thereof and (ii) existing on except as a result of changes in the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereofExchange Rate); (gh) Investments in Swap Contracts permitted under Section 7.03(f)7.03; (hi) promissory notes, securities notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (i) (x) any acquisition of (A) the Equity Interests of any Person that becomes a Restricted Subsidiary, (B) all or substantially all the assets of a Person or any business unit, division or line of business thereof or (C) all or substantially all of the customer lists of any Person or any business unit, division or line of business thereof (including, for the avoidance of doubt, “tuck in” acquisitions) or (y) any subsequent Investment made in a Person, business unit, division, line of business or assets previously acquired in a Permitted Acquisition, in each case of clause (x) or (y), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default under Section 8.01(a) or (f) exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) 7.05 to the extent not required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); provided that the aggregate principal amount of Investments in any Restricted Subsidiary that is not a Loan Party under this clause 7.02(i) when combined with Investments outstanding at any time under clause 7.02(c)(iii) shall not exceed $150,000,000to be made for cash consideration; (j) Investments constituting a part of the Transactions; (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (lk) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (ml) loans and advances in addition to any direct or indirect parent of Investments otherwise expressly permitted by this Section, Investments by the Borrower not in excess or any of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) its Subsidiaries in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed $2,500,000; provided, that the greater aggregate amount of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (in each case, increased (without duplication) by (A) any Returns in respect thereof and (B) the gain in any fair market value of the Investments made under this clause (n) by all Debtors in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under reliance on this Section 7.02(n)7.02(l) shall not exceed $1,000,000; (o) Investments made in respect of joint ventures or other similar agreements or partnerships in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (plus the amount of any Returns in respect thereof) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(o); (pm) advances of payroll payments to employees and advances to authors in the ordinary course of business; (in) Investments made Guarantees by Holdings, the Borrower or any Subsidiary of leases (other than Capitalized Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business in connection with obtainingbusiness; and (o) lease, maintaining or renewing client contracts utility and loans or advances made to distributors and suppliers other similar deposits in the ordinary course of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of Holdings; (r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) [reserved]; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time, so long as (1) no Event of Default exists or would result from the making of such Investment and (2) in respect of Investments using clause (b) of the Cumulative Credit, the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 6.90:1.00 and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; (w) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility (including any contribution of replacement or substitute assets to such subsidiary) or any repurchase obligation in connection therewith; and (x) so long as no Event of Default under Section 8.01(a) or (f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 5.00:1.00business.

Investments. Make Each Credit Party will not, and will not permit any of its Subsidiaries to, purchase, make, incur, assume or hold permit to exist any InvestmentsInvestment in any other Person, except: (a) (i) Investments by in Subsidiaries existing on the Borrower or any of its Restricted Subsidiaries Closing Date and (ii) other Investments identified in cash or Cash Equivalents or assets that were Cash Equivalents when such Investment was madeSchedule 10.05; (b) Investments in cash and Cash Equivalents; (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; (d) Investments (w) by any Credit Party in any of its Subsidiaries that are Credit Parties, (x) by any Subsidiary that is not a Credit Party in any other Subsidiaries that are not Credit Parties, (y) by any Credit Party in any of its Subsidiaries that is not a Credit Party in an aggregate amount at any time outstanding, together with the outstanding aggregate principal amount of Indebtedness incurred under Section 10.01(e)(iii)(B), not to exceed $5,000,000 at any time outstanding or (z) by any Subsidiary that is not a Credit Party in any of its Subsidiaries that are Credit Parties (so long as, with respect to this clause (z), such Investment does not cause Collateral Agent to have a Lien on less of a percentage of the issued and outstanding Capital Stock of such Credit Party than what Collateral Agent had before such Investment was made); (e) Investments constituting (i) Accounts Receivable arising, (ii) trade debt granted, or (iii) deposits made in connection with the purchase price of goods or services, in each case in the ordinary course of business; (f) Investments consisting of any non-cash consideration or deferred portion of the sales price received by any Credit Party, in each case, in connection with any Disposition permitted under Section 10.04; (g) intercompany loans or permitted pursuant to Section 10.01(e); (h) Hedging Agreements permitted under Section 10.10; (i) the maintenance of deposit accounts in the ordinary course of business; (j) (i) loans and advances to officers, directors and employees of any Loan Credit Party (or any direct or indirect parent thereof) or any of its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower purposes or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under this clause (iii) shall not exceed $50,000,000. (c) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of Investments outstanding at any time under this clause 7.02(c)(iii) when combined with Investments in any Restricted Subsidiary that is not a Loan Party under clause 7.02(i) shall not exceed $150,000,000; provided, further that no such Investments made pursuant to this clause (iii) in the form of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement and (y) all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany Note; (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, including for travel expenses, entertainment expenses, moving expenses and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business; (e) Investments (excluding loans and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01similar expenses, 7.03 (other than 7.03(c) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectively; (f) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date and, with respect to each such Investment in an amount in excess of $50,000,000, in each case set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereof; (g) Investments in Swap Contracts permitted under Section 7.03(f); (h) promissory notes, securities and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (i) (x) any acquisition of (A) the Equity Interests of any Person that becomes a Restricted Subsidiary, (B) all or substantially all the assets of a Person or any business unit, division or line of business thereof or (C) all or substantially all of the customer lists of any Person or any business unit, division or line of business thereof (including, for the avoidance of doubt, “tuck in” acquisitions) or (y) any subsequent Investment made in a Person, business unit, division, line of business or assets previously acquired in a Permitted Acquisition, in each case of clause (x) or (y), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default under Section 8.01(a) or (f) exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); provided that the aggregate principal amount of Investments in any Restricted Subsidiary that is not a Loan Party under this clause 7.02(i) when combined with Investments to exceed $1,000,000 outstanding at any time under clause 7.02(c)(iii) shall not exceed $150,000,000; (j) Investments constituting a part of the Transactionstime; (k) Investments Permitted Acquisitions (including any xxxxxxx money deposits required in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practicesconnection therewith); (l) Investments (including debt obligations and Equity Interests) received in connection with utilizing the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to any direct or indirect parent of the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (in each case, increased (without duplication) by (A) any Returns in respect thereof and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(n); (o) Investments made in respect of joint ventures or other similar agreements or partnerships in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (plus the amount of any Returns in respect thereof) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(o); (p) advances of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of Holdings; (r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) [reserved]; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planningAvailable Amounts Basket; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time, so long as (1) no Event of Default exists or would result from the making of such Investment and (2) in respect of Investments using clause (b) of the Cumulative Credit, the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 6.90:1.00 and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; (w) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility (including any contribution of replacement or substitute assets to such subsidiary) or any repurchase obligation in connection therewith; and (x) so long as no Event of Default under Section 8.01(a11.01(a) or (fg) shall have occurred and be continuing or would otherwise result therefromtherefrom and (ii) solely for purposes of utilizing availability under clause (a)(i) of the Available Amounts Basket, other Investments after giving effect to any such that the Consolidated Total Net Leverage Ratio Investment on a Pro Forma Basis would be less than Basis, the Total Leverage Ratio shall not exceed the Closing Date Leverage Ratio; (m) Guarantee Obligations permitted under Section 10.01; (n) loans and advances by a Credit Party or equal a Subsidiary to 5.00:1.00.the Borrower; (o) prepaid expenses or lease, utility, deposits with respect to operating leases and other similar deposits, in each case made in the ordinary course of business; (p) promissory notes or other obligations of officers or other employees or consultants of such Credit Party or Subsidiary acquired in the ordinary course of business in connection with such officer’s or employee’s or consultant’s acquisition of Capital Stock in the Borrower (or a direct or indirect parent entity thereof) (to the extent such acquisition is permitted under this Agreement), so long as no cash is advanced by the Credit Parties or Subsidiaries in connection with such Investment; (q) pledges and deposits permitted under Section 10.02 and endorsements for collection or deposit in the ordinary course of business to the extent permitted under Section 10.01;

Investments. Make or hold hold, or permit any Investmentsof its Subsidiaries to make or hold, exceptany Investment other than: (ai) Investments by the Loan Parties and their Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in wholly-owned Subsidiaries and, in the case of the Loan Parties (other than the Parent Guarantor) and their Subsidiaries (and Joint Ventures in which such Loan Parties and Subsidiaries hold any direct or indirect interest), Investments in Assets (including by asset or Equity Interest acquisitions or investments in Joint Ventures), in each case subject, where applicable, to the limitations set forth in Section 5.02(f)(iv); (ii) Investments in Cash Equivalents; (iii) Investments consisting of intercompany Debt permitted under Section 5.02(b)(ii); (iv) Investments consisting of the following items so long as (y) the aggregate amount outstanding, without duplication, of all Investments described in this subsection does not exceed, 30% of Total Asset Value, and (z) the aggregate amount of each of the following items of Investments does not exceed at any time the specified percentage of Total Asset Value set forth below: (A) Investments in unimproved land and Development Assets (including such assets that such Person has contracted to purchase for development with or without options to terminate the purchase agreement but, in such instances, limited solely to non-refundable deposits under such contracts and, to the extent a Loan Party is obligated under any such contract, the amount of such obligation), so long as the aggregate amount of such Investments, calculated on the basis of the greater of actual cost or budgeted cost, does not at any time exceed 10% and 20%, respectively, of Total Asset Value at such time, (B) Investments in Joint Ventures of any Loan Party so long as the aggregate amount outstanding, without duplication, of all such Investments does not at any time exceed 15% of Total Asset Value at such time, and (C) Investments permitted under this Subsection, other than the items of Investments referred to in clauses (A) and (B) above, so long as the aggregate amount of all such Investments does not at any time exceed 10% of Total Asset Value at such time; (v) Investments, if any, outstanding on the date hereof in Subsidiaries that are not wholly-owned by any Loan Party; (vi) Investments by the Borrower or any of its Restricted Subsidiaries in cash or Cash Equivalents or assets that were Cash Equivalents when such Investment was madeHedge Agreements permitted under Section 5.02(b)(iii)(D); (bvii) To the extent permitted by applicable law, loans or advances other extensions of credit to officers, directors and employees of any Loan Party (or any direct or indirect parent thereof) or Subsidiary of any Loan Party in the ordinary course of its Subsidiaries (i) business, for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests which Investments shall be contributed to the Borrower in cash as common equity and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding exceed at any time under this clause (iii) shall not exceed $50,000,000. (c) Investments (i) by the Borrower or any Restricted Subsidiary 1,000,000 in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of Investments outstanding at any time under this clause 7.02(c)(iii) when combined with Investments in any Restricted Subsidiary that is not a for all Loan Party under clause 7.02(i) shall not exceed $150,000,000; provided, further that no such Investments made pursuant to this clause (iii) in the form of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement and (y) all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany NoteParties; (dviii) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit extended in the ordinary course of business, and business in an aggregate amount for all Loan Parties not to exceed at any time $5,000,000; and (ix) Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business; (e) Investments (excluding loans and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectively; (f) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date and, with respect to each such Investment in an amount in excess of $50,000,000, in each case set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereof; (g) Investments in Swap Contracts permitted under Section 7.03(f); (h) promissory notes, securities and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (i) (x) any acquisition of (A) the Equity Interests of any Person that becomes a Restricted Subsidiary, (B) all or substantially all the assets of a Person or any business unit, division or line of business thereof or (C) all or substantially all of the customer lists of any Person or any business unit, division or line of business thereof (including, for the avoidance of doubt, “tuck in” acquisitions) or (y) any subsequent Investment made in a Person, business unit, division, line of business or assets previously acquired in a Permitted Acquisition, in each case of clause (x) or (y), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default under Section 8.01(a) or (f) exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired reasonably necessary in such purchase order to prevent or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); provided that the aggregate principal amount of Investments in any Restricted Subsidiary that is not a Loan Party under this clause 7.02(i) when combined with Investments outstanding at any time under clause 7.02(c)(iii) shall not exceed $150,000,000; (j) Investments constituting a part of the Transactions; (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to any direct or indirect parent of the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (in each case, increased (without duplication) by (A) any Returns in respect thereof and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(n); (o) Investments made in respect of joint ventures or other similar agreements or partnerships in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (plus the amount of any Returns in respect thereof) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(o); (p) advances of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of Holdings; (r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) [reserved]; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time, so long as (1) no Event of Default exists or would result from the making of such Investment and (2) in respect of Investments using clause (b) of the Cumulative Credit, the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 6.90:1.00 and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; (w) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Qualified Securitization Facility (including any contribution of replacement or substitute assets to such subsidiary) or any repurchase obligation in connection therewith; and (x) so long as no Event of Default under Section 8.01(a) or (f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 5.00:1.00limit loss.

Investments. Make The Borrower will not, and will not permit any of its Subsidiaries to, make any advance, loan, extension of credit (by way of Guarantee or hold 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 Person (all of the foregoing, “Investments”), except: (a) Investments by the Borrower or any of its Restricted Subsidiaries in cash or Cash Equivalents or assets that were Cash Equivalents when such Investment was made; (b) loans or advances to officers, directors and employees of any Loan Party (or any direct or indirect parent thereof) or any of its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under this clause (iii) shall not exceed $50,000,000. (c) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of Investments outstanding at any time under this clause 7.02(c)(iii) when combined with Investments in any Restricted Subsidiary that is not a Loan Party under clause 7.02(i) shall not exceed $150,000,000; provided, further that no such Investments made pursuant to this clause (iii) in the form of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement and (y) all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany Note; (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 and other credits credit to suppliers customers in the ordinary course of business; (eb) Investments in Cash Equivalents; (excluding c) loans and advances made in lieu to employees of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectively; (f) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date and, with respect to each such Investment in an amount in excess of $50,000,000, in each case set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings Borrower or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereof; (g) Investments in Swap Contracts permitted under Section 7.03(f); (h) promissory notes, securities and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (i) (x) any acquisition of (A) the Equity Interests of any Person that becomes a Restricted Subsidiary, (B) all or substantially all the assets of a Person or any business unit, division or line of business thereof or (C) all or substantially all of the customer lists of any Person or any business unit, division or line of business thereof (including, for the avoidance of doubt, “tuck in” acquisitions) or (y) any subsequent Investment made in a Person, business unit, division, line of business or assets previously acquired in a Permitted Acquisition, in each case of clause (x) or (y), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default under Section 8.01(a) or (f) exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); provided that the aggregate principal amount of Investments in any Restricted Subsidiary that is not a Loan Party under this clause 7.02(i) when combined with Investments outstanding at any time under clause 7.02(c)(iii) shall not exceed $150,000,000; (j) Investments constituting a part of the Transactions; (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (l) Investments (including debt obligations for travel, entertainment and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to any direct or indirect parent of the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitionsrelocation expenses) in an aggregate amount pursuant to this Section 7.02(n) (valued at for the time of the making thereof, Borrower and without giving effect to any write-downs or write-offs thereof) at any time its Subsidiaries not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (in each case, increased (without duplication) by (A) 10,000,000 at any Returns in respect thereof and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the one time of redesignation as a Restricted Subsidiary) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(n)outstanding; (od) Investments made in respect of joint ventures or other similar agreements or partnerships in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (plus the amount of any Returns in respect thereof) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(o); (p) advances of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of Holdings; (r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) [reserved]; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its Restricted SubsidiariesSubsidiary in the Borrower or any Subsidiary; (ue) Investments constituting (other than Investments directly or indirectly in Unrestricted Subsidiaries) made at any part of a reorganization and other activities related to tax planning; provided that time if, after giving pro forma effect thereto, (i) the Consolidated Leverage Ratio is less than or equal to 2.50 to 1.00 and (ii) no Event of Default shall have occurred and be continuing, ; (f) Investments in Unrestricted Subsidiaries in an aggregate amount not to exceed (i) $250,000,000 in any fiscal year or (ii) $500,000,000 during the term of this Agreement (starting on the Restatement Effective Date), in each case determined net of any security interests granted cash recoveries actually received in respect of such Investments, provided that after giving pro forma effect to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents each such Investment, no Default shall remain in full force have occurred and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateralcontinuing; (vg) Investments resulting in the acquisition of Equity Interests or assets constituting a business unit of another Person (including by way of merger), in each case using consideration consisting of Equity Interests of a Subsidiary (iit being understood that other forms of consideration may also be used in connection with such Investment to the extent of availability under clause (h) the Cumulative Credit at such timebelow), so long as (1) no Event of Default exists or would result from the making of such Investment and (2i) in respect the case of Investments using clause (b) an acquisition of the Cumulative CreditEquity Interests of a Person, the Consolidated Total Net Leverage Ratio on such Person becomes a Pro Forma Basis would be less than Subsidiary or equal to 6.90:1.00 and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; (w) Investments in or relating to a Securitization Subsidiary that, in the good faith determination case of the Borrower an acquisition of assets other than Equity Interests, such assets are necessary or advisable acquired by a Subsidiary; provided that after giving pro forma effect to effect any Qualified Securitization Facility (including any contribution of replacement or substitute assets to each such subsidiary) or any repurchase obligation in connection therewith; and (x) so long as Investment, no Event of Default under Section 8.01(a) or (f) shall have occurred and be continuing or would continuing; and (h) in addition to Investments otherwise result therefromexpressly permitted by this Section, other Investments in an aggregate amount not to exceed $250,000,000 during the term of this Agreement (starting on this Restatement Effective Date), determined net of any cash recoveries actually received in respect of such Investments, provided that the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would after giving pro forma effect to each such Investment, no Default shall have occurred and be less than or equal to 5.00:1.00continuing.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower or any of and its Restricted Subsidiaries in the form of cash or Cash Equivalents or assets that were Cash Equivalents when such Investment was madeEquivalents; (b) loans or advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed (x) $10,000,000 at any Loan Party time outstanding, for relocation and other purposes deemed reasonable by the Borrower in its prudent business judgment and (or any direct or indirect parent thereofy) or any of its Subsidiaries (i) $1,000,000 for reasonable and customary business-related travel, entertainment, relocation entertainment and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under this clause (iii) shall not exceed $50,000,000.; (c) Investments (i) (A) Investments by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings)Party, (iiB) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) additional Investments by any Loan Party in any Restricted Subsidiary that is not a other Loan Party; provided , (C) additional Investments by Subsidiaries of the Borrower that the aggregate principal amount of are not Loan Parties in other Subsidiaries that are not Loan Parties, (D) subject to clause (ii) below, additional Investments outstanding at any time under this clause 7.02(c)(iii) when combined with Investments in any Restricted Subsidiary that is not by a Loan Party under clause 7.02(iin Wholly-Owned Subsidiaries that are not required to be Loan Parties hereunder so long as the Equity Interests of any such Wholly-Owned Subsidiary shall have been pledged to the Administrative Agent pursuant to Section 6.15(b), and (E) shall additional Investments by the Loan Parties in Subsidiaries that are not exceed $150,000,000; providedLoan Parties so long as (1) no Default has occurred and is continuing or would result from such Investment, further that no such (2) the aggregate amount of Investments made pursuant to this clause (iii) E), when taken together with any Investments made pursuant to Section 7.03(n), do not to exceed $50,000,000 in in the form aggregate in any fiscal year and $150,000,000 in the aggregate for all such Investments during the term of intercompany loans this Agreement, and (3) to the extent Investments made pursuant to this clause (E), when taken together with any Investments made pursuant to Section 7.03(n), exceed $25,000,000 in the aggregate during any fiscal year, Borrower shall be evidenced provide prior written notice to Administrative Agent prior to making any such additional Investments in excess of $25,000,000 during such fiscal year; and (ii) so long as no Default has occurred and is continuing or would result from such Investment, Investment or Disposition by a promissory note unless the Loan Parties of intellectual property to (x) Foreign Subsidiaries or (y) Wholly-Owned Subsidiaries pursuant to clause (i)(D) above, to the extent that (A) the aggregate market value of all such promissory note is intellectual property transferred to such Subsidiaries as of the Closing Date does not exceed 50% of the market value of the intellectual property of the Loan Parties, and (B) the Equity Interest of each such Subsidiary shall have been pledged to the Administrative Agent in accordance with the terms of the Security Agreement and (y) all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany NoteSection 6.15(b); (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 and other credits to suppliers the extent reasonably necessary in the ordinary course of businessorder to prevent or limit loss; (e) Investments (excluding loans and advances made in lieu of Restricted Payments pursuant to and limited Guarantees permitted by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectively7.02; (f) Investments (i) existing or contemplated on the Closing Date or made pursuant date hereof (other than those referred to legally binding written contracts in existence on the Closing Date and, with respect to each such Investment in an amount in excess of $50,000,000, in each case Section 7.03(c)) and set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase 7.03 to the value thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereofDisclosure Letter; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments in Swap Contracts permitted under are covered by Section 7.03(f7.03(c)); (h) promissory notes, securities and other Investments (including debt obligations) received or acquired as the non-cash portion of consideration received in connection with Dispositions transactions permitted by pursuant to Section 7.057.05(f); (i) (x) any acquisition of (A) the Equity Interests Investments consisting of any Person that becomes a Restricted Subsidiary, (B) all or substantially all transaction expressly permitted under the assets terms and conditions of a Person or any business unit, division or line of business thereof or (C) all or substantially all of the customer lists of any Person or any business unit, division or line of business thereof (including, for the avoidance of doubt, “tuck in” acquisitions) or (y) any subsequent Investment made in a Person, business unit, division, line of business or assets previously acquired in a Permitted Acquisition, in each case of clause (x) or (y), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default under Section 8.01(a) or (f) exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); provided that the aggregate principal amount of Investments in any Restricted Subsidiary that is not a Loan Party under this clause 7.02(i) when combined with Investments outstanding at any time under clause 7.02(c)(iii) shall not exceed $150,000,0007.04; (j) Investments constituting a part of the Transactions; (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (l) Investments (including debt obligations and Equity Interestsobligations) received in connection with the bankruptcy or reorganization of suppliers and customers or and in settlement of delinquent obligations of, or and other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to any direct or indirect parent of the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (in each case, increased (without duplication) by (A) any Returns in respect thereof and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(n); (o) Investments made in respect of joint ventures or other similar agreements or partnerships in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) at any time not to exceed the greater of $300,000,000 and 30.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) (plus the amount of any Returns in respect thereof) that does not increase the Cumulative Credit, in each case not in excess of the amount otherwise permitted under this Section 7.02(o); (p) advances of payroll payments to employees in the ordinary course of business; (ik) Investments arising from deposits made in the ordinary course of business in connection with obtaining, maintaining securing obligations or renewing client contracts and loans performance under real estate or advances made to distributors and suppliers in the ordinary course of business and personal property leases; (iil) Investments consisting of deposit, securities or commodities accounts that are subject to a Qualifying Control Agreement, in each case, to the extent that payment for required hereunder; (m) Investments consisting of non-cash loans made by the Borrower to officers, directors, employees and consultants of a Loan Party which are used by such Investments is made solely with Qualified Persons to purchase simultaneously Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of Holdingsthe Borrower; (r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) [reserved]; (tn) Investments in deposit accounts, securities accounts and commodities accounts maintained by an aggregate amount invested at any time from the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related date hereof not to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties exceed $50,000,000 in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) any fiscal year and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect $150,000,000 in the aggregate for all such Investments during the perfection and priority term of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such timethis Agreement; provided, so long as (1) no Event of Default exists or would result from the making of such Investment and (2) in respect of Investments using clause (b) of the Cumulative Creditthat, the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 6.90:1.00 and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of Investments exceed $25,000,000 in the date of designation of aggregate during any fiscal year, Borrower shall provide prior written notice to Administrative Agent prior to making any such Available Excluded Contribution Amount; (w) additional Investments in or relating to a Securitization Subsidiary that, in the good faith determination excess of the Borrower are necessary or advisable to effect any Qualified Securitization Facility (including any contribution of replacement or substitute assets to $25,000,000 during such subsidiary) or any repurchase obligation in connection therewithfiscal year; and (xo) so long as no Event of Default Investments by the Borrower in Swap Contracts permitted under Section 8.01(a) or (f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated Total Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 5.00:1.007.02(l).