Common use of Investments Clause in Contracts

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries in the form of cash, Cash Equivalents and Bond Investments; (b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv)); (h) other Investments not exceeding $5,000,000 in the aggregate at any time.

Investments. Make or hold any InvestmentsInvestment, except: (a) (i) Investments held existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 7.3, (iii) Investments made after the Closing Date by any Credit Party in any other Credit Party, (iv) Investments made after the Borrower Closing Date by any Non-Guarantor Subsidiary in any other Non-Guarantor Subsidiary and its Subsidiaries (v) Investments made after the Closing Date by any Non-Guarantor Subsidiary in the form of cash, Cash Equivalents and Bond Investmentsany Credit Party; (b) advances to officers, directors Investments in cash and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposesCash Equivalents; (ic) Investments by the Borrower and or any of its Subsidiaries consisting of capital expenditures permitted by this Agreement; (d) deposits made in their respective Subsidiaries outstanding on the date hereofordinary course of business to secure the performance of leases or other obligations as permitted by Section 7.2; (e) purchases of assets in the ordinary course of business; (f) Guarantees permitted pursuant to Section 7.1; (g) extensions of credit by any of the Credit Parties relating to the sale of goods and/or services to customers in the ordinary course of business; and (h) in addition to those items provided above, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (ivi) so long as no Default or Event of Default has occurred and is continuing or would result from such Investmenttherefrom, additional other Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000; 10,000,000 at any time outstanding (dprovided, that for purposes of clarification, this $10,000,000 amount is an addition to and not including those amounts as listed in clauses (a) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03; through (g) Permitted Acquisitions above and amounts incurred under clause (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(ivh)(ii)); , and (hii) other Investments not exceeding $5,000,000 additional Investments; provided that, with respect to this clause (ii), (A) no Default or Event of Default has occurred and is continuing or would result therefrom and (B) at the time of such Investment and after giving pro forma effect thereto and any Indebtedness incurred in connection therewith, the Consolidated Total Leverage Ratio is less than or equal to 2.25 to 1.00, such compliance to be determined on the basis of the financial information most recently delivered to the Lender pursuant to Section 6.1(a) or (b). For purposes of determining the amount of any Investment outstanding for purposes of this Section 7.3, such amount shall be deemed to be the amount of such Investment when made, purchased or acquired (without adjustment for subsequent increases or decreases in the aggregate at value of such Investment) less any timeamount realized in respect of such Investment upon the sale, collection or return of capital (not to exceed the original amount invested).

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries in the form of cash, cash or Cash Equivalents and Bond InvestmentsEquivalents; (b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstanding, the ordinary course of business for travel, entertainment, relocation and analogous ordinary business purposes; (c) (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties Subsidiaries, and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments investments by the Loan Parties Borrower and the Subsidiaries in Subsidiaries that are not Loan Parties (other than the Inactive equity interests of their respective Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv))Acquisitions; (h) other Investments not contemplated by the above provisions not exceeding $5,000,000 50,000,000 in the aggregate in any fiscal year of the Borrower; (i) other Investments, so long as after giving Pro Forma Effect to such Investment at any timethe time of such investment (x) the Consolidated Leverage Ratio is not greater than the applicable ratio under Section 7.13(a) and (y) no Default or Event of Default exists or would otherwise result therefrom; and (j) the Specified Acquisition.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries in the form of cash, cash and Cash Equivalents and Bond InvestmentsEquivalents; (b) (i) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous other similar ordinary business purposespurposes and (ii) loans by the Borrower or its Subsidiaries to their employees in connection with the purchase by such Persons of Equity Interests (other than Disqualified Equity Interests) of the Borrower pursuant to management incentive plans; provided that the aggregate amount of Investments made pursuant to the preceding clauses (i) and (ii) shall not exceed $5,000,000 at any time outstanding; (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from which, when combined with the date hereof aggregate amount of Investments made pursuant to Section 7.03(k) in the Equity Interests of Subsidiaries that do not to become Loan Parties, does not exceed $5,000,000150,000,000; provided that the conversion of any Indebtedness owed to the Borrower or any other Loan Party by any Subsidiary into equity of such Subsidiary shall not constitute an additional Investment in such Subsidiary by the Borrower or such other Loan Party (or a reduction in the amount of any such Investments) for purposes of the limitation contained in the immediately preceding clause (iv); (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 in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers, Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit lossloss and Investments received in compromise or resolution of litigation, arbitration or other disputes; (e) Investments constituting (i) Indebtedness (including Guarantees of Indebtedness) permitted by Section 7.027.02 (other than Section 7.02(d)), and including Indebtedness that may be deemed to exist of the type described in Section 7.02(g) and (ii) Guarantees of other obligations (other than Indebtedness) of the Borrower and its Subsidiaries incurred in the ordinary course of business; (f) [Reserved]; (g) Investments resulting from transactions permitted by Section 7.04, 7.05 or 7.06; (h) Investments existing on the date hereof or made pursuant to legally binding written commitments in existence on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03 and any modification, refinancing, renewal, refunding, replacement or extension thereof; provided that the amount of any Investment permitted pursuant to this Section 7.03(h) is not increased from the amount of such Investment on the Closing Date except pursuant to the terms of such Investment as of the Closing Date or as otherwise permitted pursuant to another clause of this Section 7.03; (gi) Permitted Acquisitions deposits made to secure the performance of leases, licenses or contracts in the ordinary course of business, and other deposits made in connection with the incurrence of Liens permitted under Section 7.01; (j) Investments consisting of Uniform Commercial Code Article 3 endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (k) (x) the purchase or other acquisition by any Loan Party of at least 50% of the Equity Interests in a Person that, upon the consummation thereof will be a Subsidiary (including as a result of a merger or consolidation), or (y) the purchase by any Loan Party of all or substantially all of the property of, or assets constituting one or more business units or divisions of, any Person; provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.03(k): (i) any such newly-created or acquired Subsidiary shall comply with the requirements of Section 6.12; (ii) (A) immediately before and immediately after giving pro forma 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, the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10; (iii) the aggregate amount of all Investments (other than Investments the consideration for which is in the form of CFCs and Subsidiaries held directly or indirectly (i) Equity Interests (other than Disqualified Equity Interests) issued by a CFC which Loan Party or (ii) the net proceeds of an issuance by a Loan Party of its Equity Interests (other than Disqualified Equity Interests)) made pursuant to this Section 7.03(k) in the Equity Interests of Subsidiaries that do not become Guarantors, when combined with the aggregate amount of Investments are covered by made pursuant to Section 7.03(c)(iv), shall not exceed $150,000,000; and (iv) 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 (or such later date as is agreed by the Administrative Agent in its reasonable discretion), a certificate of a Responsible Officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in the preceding clauses (ii) and (iii) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition; (l) Investments by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.03 in an aggregate amount not to exceed $50,000,000 at any time outstanding; provided that, with respect to each Investment made pursuant to this Section 7.03(l), (A) immediately before and immediately after giving pro forma 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, the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10; (m) Investments by any Foreign Subsidiary in any other Person that becomes a Subsidiary as a result thereof; (n) Investments in Swap Contracts permitted under Section 7.02(b); (ho) other Investments not exceeding $5,000,000 by Acquisition Sub in the aggregate at Shares (including any timepayments by the Acquisition Sub to holders of Shares who have properly perfected rights to appraisal in accordance with Section 262 of the Delaware General Corporation Law); and (p) Investments consisting of Guarantees of obligations (other than Indebtedness) of the Borrower and its Subsidiaries arising under agreements entered into in connection with acquisitions or Dispositions permitted under this Agreement. To the extent that the making of any Investment could be deemed a use of more than one subsection of this Section 7.03, the Borrower may select the subsection to which such Investment will be deemed a use and in no event shall the same portion of any Investment be deemed a use of or be attributable to more than one subsection.

Investments. Make No Borrower Party will, or hold will permit any Subsidiary of a Borrower Party to, make Investments, except: except that: (a) Investments held by the any Borrower may purchase or otherwise acquire and own and may permit any of its Subsidiaries in the form of cash, to purchase or otherwise acquire and own Cash Equivalents and Bond Investments; Equivalents; (b) advances to officersany Borrower may hold the Investments in existence on the Agreement Date and described on Schedule 5.1(c)-2; (c) so long as no Default exists, directors and employees any Borrower may convert any of its Accounts that are in excess of ninety (90) days past due into notes or Equity Interests from the applicable Account Debtor so long as the Administrative Agent, for the benefit of the Lender Group, is granted a first priority security interest in such Equity Interests or notes which Lien is perfected contemporaneously with the conversion of such Account to Equity Interests or notes; (d) the Borrower Parties and their Subsidiaries may hold the Equity Interests of their respective Subsidiaries in existence as of the Agreement Date; (e) without limiting Section 8.2, any Borrower Party may make Investments in any other Borrower Party; (f) the Borrower Parties and their Subsidiaries may make loans to employees in an aggregate amount not to exceed $500,000 50,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03; ; (g) Permitted Acquisitions (other than the Borrower Parties may hold Investments arising out of CFCs Hedge Agreements not entered into for speculative purposes and Subsidiaries held directly or indirectly otherwise approved by a CFC which Investments are covered by Section 7.03(c)(iv)); the Administrative Agent; and (h) other Investments not exceeding $5,000,000 in Borrowers may enter into the aggregate at any timeLetter of Credit Reimbursement Agreement with AGI.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries in the form of cash, cash or Cash Equivalents and Bond InvestmentsEquivalents; (b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 1,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (i) Investments outstanding on the date hereof by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, and (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000; (d) Investments consisting of extensions of credit in the nature of receivables, including but not limited to, accounts receivable or receivable, lease receivables, and notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv)CFC); (h) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; and (i) other Investments not contemplated by the above provisions not exceeding $5,000,000 fifteen percent (15%) of Consolidated Total Assets in the aggregate at any timetime outstanding, provided, however, that such other Investments shall be permitted up to an aggregate of thirty percent (30%) of Consolidated Total Assets at any time outstanding if such additional Investments above the fifteen percent (15%) threshold are paid for solely from permitted issuances of common stock of the Borrower issued following the Closing Date.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Restricted Subsidiaries in the form of cash, Cash Equivalents and Bond InvestmentsEligible Securities; (b) advances to officers, directors and employees of the Borrower and its Restricted Subsidiaries or to physicians with whom the Borrower or any of its Subsidiaries have contractual relationships in an aggregate amount not to exceed $500,000 10,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (i) Investments by the Borrower and its Restricted Subsidiaries in their respective Restricted Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Restricted Subsidiaries in Loan Parties, (iii) additional Investments by Restricted Subsidiaries of the Borrower that are not Loan Parties in other Restricted Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Restricted Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,00050,000,000; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.037.03(e); (f) Investments by the Borrower in Swap Contracts permitted under Section 7.02(a); (g) the purchase or other acquisition of all of the Equity Interests in, or all or substantially all of the property of, or a line of business of, any Person that, upon the consummation thereof, will be a wholly-owned Restricted Subsidiary owned directly by the Borrower or one or more of its wholly-owned Restricted Subsidiaries (including as a result of a merger or consolidation); provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.03(g) (each, a “Permitted Acquisitions Acquisition”): (i) any such newly created or acquired Restricted Subsidiary shall comply with the requirements of Section 6.13; (ii) the lines of business of the Person to be (or the property of which is to be) so purchased or otherwise acquired shall be substantially the same lines of business as one or more of the principal businesses of the Borrower and its Restricted Subsidiaries in the ordinary course; (iii) (A) immediately before and immediately after giving pro forma effect to any such purchase or other than acquisition, no Default shall have occurred and be continuing and (B) immediately after giving effect to such purchase or other acquisition, the Borrower and its Subsidiaries shall be in pro forma compliance with all of CFCs 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 Subsidiaries held directly the Lenders pursuant to Section 6.01(a) or indirectly (b) as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby; and (iv) if the Cost of Acquisition is in excess of $150,000,000 or if after giving effect to such Permitted Acquisition, the aggregate Costs of Acquisition incurred in any Fiscal Year (on a non-cumulative basis, with the effect that amounts not incurred in any Fiscal Year may not be carried forward to a subsequent period and determined by the date of incurrence of any Cost of Acquisition and not by the date of the effectiveness of such acquisition) shall exceed $250,000,000, the Borrower shall have furnished to the Administrative Agent a CFC Compliance Certificate prepared on a historical Pro Forma Basis as of the most recent date for which Investments are covered by financial statements have been furnished pursuant to this Agreement giving effect to such Permitted Acquisition, which certificate shall demonstrate that (i) no Default would exist immediately after giving effect thereto and (ii) the Borrower is in Pro Forma Compliance with Section 7.03(c)(iv))7.11; (h) Investments by the Borrower and the Restricted Subsidiaries (i) in connection with the designation of a Restricted Subsidiary as a Joint Venture Subsidiary and related Syndication of the Equity Interests of such Joint Venture Subsidiary (provided that any Hospital Facility owned or operated by such Restricted Subsidiary was acquired or opened by it prior to the Effective Date); and (ii) in connection with the creation of a new Restricted Subsidiary which is being designated as a Joint Venture Subsidiary (including, the contribution of a Hospital Facility to such Joint Venture Subsidiary that was acquired or opened by another Joint Venture Subsidiary prior to the Effective Date); provided that in the case of clause (i) and (ii), (A) after giving Pro Forma Effect to such Investments and designation as a Joint Venture Subsidiary, (i) no Default or Event of Default shall have occurred and be continuing and (ii) on a Pro Forma Basis the Borrower and its Restricted Subsidiaries shall be in 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 Investment and designation had been consummated as of the first day of the fiscal period covered thereby; and (B) on a Pro Forma Basis after giving effect to such Investment, designation as a Joint Venture Subsidiary and release of Guaranty, the Consolidated EBITDA attributable to all Restricted Subsidiaries that are not Guarantors (which, for this purpose, shall be calculated without giving effect to minority interest ownership by Persons other than the Borrower and its Restricted Subsidiaries) for the four fiscal quarters most recently ended for which financial statements have been delivered pursuant to Section 6.01 shall not exceed 25% of the Consolidated EBITDA for the Borrower and the Restricted Subsidiaries (which, for this purpose, shall be calculated without giving effect to minority interest ownership by Persons other than the Borrower and its Restricted Subsidiaries) for the same period (and the Borrower shall have provided an officers’ certificate to the Administrative Agent demonstrating in reasonable detail compliance with the foregoing). (i) Investments by the Borrowers and the Restricted Subsidiaries (A) (i) in connection with the acquisition of Equity Interests of a Person such that such Person becomes a Restricted Subsidiary, but not a wholly-owned Restricted Subsidiary, and is designated a Joint Venture Subsidiary; (ii) in connection with the acquisition of all of the Equity Interests of a Person, or substantially all of the assets of, or a line of business of, a Person by a Joint Venture Subsidiary; and (iii) in connection with the designation of a Restricted Subsidiary as a Joint Venture Subsidiary and related Syndication of the Equity Interests of such Joint Venture Subsidiary (provided that any Hospital Facility owned or operated by such Restricted Subsidiary was acquired or opened by it after the Effective Date) in an aggregate amount for this clause (A) from the date hereof not to exceed $300,000,000; provided that (x) any determination of the amount of any Investment under clauses (i) or (ii) shall include all cash and noncash consideration (including the fair market value of all Equity Interests issued or transferred to the sellers in such acquisition, all indemnities, earnouts and other contingent payment obligations to, and the aggregate amounts paid or to be paid under noncompete, consulting and other affiliated agreements with, the sellers in such acquisition, all write-downs of property and reserves for liabilities with respect thereto and all assumptions of debt, liabilities and other obligations in connection with such acquisition) paid by or on behalf of the Borrower and its Restricted Subsidiaries in connection with such Investment and (y) any determination of the amount of any investment under clause (iii) shall equal an amount equal to the net book value of the Borrower’s investment in such Restricted Subsidiary being designated as a Joint Venture Subsidiary and (B) other Investments not exceeding $5,000,000 in the aggregate at form of cash contributions to or intercompany loans or advances to a Joint Venture Subsidiary (provided that unless such Investment is being made as part of a pro rata contribution to such Joint Venture Subsidiary by each Person who owns Equity Interests in such Joint Venture Subsidiary such that the Borrower’s or the applicable Restricted Subsidiary’s percentage ownership in such Joint Venture Subsidiary is not reduced, such Investment shall be made in the form of intercompany an loan or advance is represented by a promissory note that is pledged to the Administrative Agent under the Security Agreement) in an amount for all Investments made under this clause (B) in any timeFiscal Year not exceed 50% of the amount of Capital Expenditures permitted to be made in such Fiscal Year under Section 7.12(i); provided that in the case of clauses (A) and (B), after giving Pro Forma Effect to such Investment and any designation as a Joint Venture Subsidiary (1) (a) no Default or Event of Default shall have occurred and be continuing and (b) 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 Investment and designation had been consummated as of the first day of the fiscal period covered thereby; and (2) on a Pro Forma Basis after giving effect to such Investment and any designation as a Joint Venture Subsidiary and release of Guaranty, the Consolidated EBITDA attributable to all Restricted Subsidiaries that are not Guarantors (which, for this purpose, shall be calculated without giving effect to minority interest ownership by Persons other than the Borrower and its Restricted Subsidiaries) for the four fiscal quarters most recently ended for which financial statements have been delivered pursuant to Section 6.01 shall not exceed 25% of the Consolidated EBITDA for the Borrower and the Restricted Subsidiaries (which, for this purpose, shall be calculated without giving effect to minority interest ownership by Persons other than the Borrower and its Restricted Subsidiaries) for the same period (and the Borrower shall have provided an officers’ certificate to the Administrative Agent demonstrating in reasonable detail compliance with the foregoing); (j) so long as immediately after giving effect to any such Investment, no Default has occurred and is continuing, and the Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11, other Investments in an amount not to exceed the sum of (x) the Cumulative Growth Amount immediately prior to the time of the making of any Investment plus (y) amounts not utilized under Section 7.06(d) that Borrower elects to utilize as an Investment under this Section 7.03(j)(y); (k) Investments in Insurance Company of the Southeast, Risk Retention Group and other captive insurance entities (“Captive Insurers”) required to meet regulatory requirements and fund reserves for anticipated insurance losses as determined by third party actuaries (and Investments made by such Captive Insurers in the ordinary course of business); and (l) recruitment and relocation payments to physicians in the ordinary course of business.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Restricted Subsidiaries in the form of cash, cash and Cash Equivalents and Bond InvestmentsEquivalents; (b) advances to officers, directors and employees of the Borrower and Restricted Subsidiaries in an aggregate amount not to exceed $500,000 1,500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (c) (i) Investments by the Borrower and its Restricted Subsidiaries in their respective Restricted Subsidiaries outstanding on the date hereofhereof and set forth on Schedule 7.3(c), (ii) additional Investments by the Borrower and its Restricted Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Restricted Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,0005,000,000 in the aggregate plus any return of capital actually received by any Loan Party in respect of Investments made by them pursuant to this Section 7.3(c) and (iv) Investments by any Restricted Subsidiary that is not a Loan Party in any Loan Party; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit lossdebtors; (e) Guarantees permitted by Section 7.027.2; (f) other Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.035.8(d); (g) Permitted Acquisitions Acquisitions; (i) other than Investments to the extent that (A) the consideration in respect thereof consists of CFCs Equity Interests in the Borrower or (B) such acquisition or purchase is effected through a capital contribution to the Borrower or is funded with Net Equity Proceeds, and (ii) Investments in Unrestricted Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv)and Joint Ventures of assets to the extent acquired in reliance on clause (h)(i); (hi) other Investments constituting partial consideration for Dispositions to the extent permitted under Section 7.5(g); (j) Investments in Swap Obligations; (k) Investments in securities of trade creditors or customers in the ordinary course of business received upon foreclosure or settlement or pursuant to any plan of reorganization or liquidation or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers; (l) advances of payroll payments to employees in the ordinary course of business not exceeding $5,000,000 in the aggregate at any time; (m) to the extent constituting Investments, Indebtedness permitted under Section 7.2(d) or 7.2(i), transactions permitted under Section 7.4 (other than clause (e) therein), Dispositions permitted under Section 7.5(d), 7.5(f), 7.5(i) or 7.5(l) and Restricted Payments permitted under Section 7.6(a); and (n) other Investments at any one time outstanding not exceeding the greater of (A) $150,000,000 and (B) 15% of Consolidated Tangible Assets of the Borrower and its Restricted Subsidiaries at the time such Investment is made on a pro forma basis.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its the Restricted Subsidiaries in the form of cash, Cash Equivalents and Bond InvestmentsEquivalents; (b) Investments consisting of loans and advances to officers, directors and employees of Holdings and its Restricted Subsidiaries to finance the Borrower purchase of capital stock of Holdings and Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes, in an aggregate amount not to exceed $2.5 million at any time outstanding; (i) Investments outstanding on the Closing Date by the Borrower and its Restricted Subsidiaries in their respective Subsidiaries outstanding on the date hereofSubsidiaries, (ii) additional Investments by the Borrower and its Restricted Subsidiaries in Restricted Subsidiaries that are Loan PartiesParties at the time of the making of such Investment, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties (including Foreign Subsidiaries) in other Restricted Subsidiaries that are not Loan Parties ((including Foreign Subsidiaries), and (iv) so long as no Default has occurred and is continuing or Event of Default then exists or would result from such Investmentarise therefrom, additional Investments by the Loan Parties in Restricted Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from when taken together with all purchases and acquisitions referred to in Section 7.03(h)(ii), during the date hereof term of this Agreement not to exceed (A) the greater of (x) $5,000,00025.0 million and (y) 3% of total Consolidated assets of Borrower and its Restricted Subsidiaries as of the last day of the most recently completed Measurement Period (net of any cash return of principal or capital on any such Investment, purchases or acquisitions made pursuant to this Section 7.03(c)(iv) or Section 7.03(h)(ii) or Section 7.03(l) to Borrower or a Subsidiary Guarantor that is not applied pursuant to the parenthetical phrase in Section 7.03(h)(ii)(y) or Section 7.03(l)(x)) plus (B) an amount equal to the amount of cash distributions to the Borrower or a Subsidiary Guarantor following the Closing Date from the Foreign Subsidiaries that has not been redistributed to any Foreign Subsidiary; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.035.07(e) and any modification, replacement, renewal, reinvestment or extension of any of the foregoing that does not increase the amount thereof; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by in Swap Contracts permitted under Section 7.03(c)(iv)7.02(a); (h) the purchase or other acquisition of all of the Equity Interests in, or all or substantially all of the property, or assets comprising a business unit, of, any Person; provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.03(h) (each such purchase or acquisition, a “Permitted Acquisition”): (i) any such newly-created or acquired Restricted Subsidiary as a result of any such transaction shall comply with the applicable requirements of Section 6.12; (ii) any such purchase or other acquisition that, upon the consummation thereof, does not result in the assets or property so purchased or acquired being wholly-owned directly by the Borrower or one or more Subsidiary Guarantors or, in the case of any acquisition of Equity Interests that does not result in the Person(s) so acquired becoming a Subsidiary Guarantor(s), in each case, within 10 Business Days after such purchase or acquisition shall not exceed, together with all such other purchases or other acquisitions and all Investments referred to in Section 7.03(c), the greater of (x) $25.0 million and (y) 3% of total Consolidated assets of Borrower and its Restricted Subsidiaries as of the last day of the most recently completed Measurement Period (net of any cash return of principal on capital on any acquisition, purchase or Investment made pursuant to this Section 7.03(h)(ii) or Section 7.03(c)(iv) or Section 7.03(l) to Borrower or a Subsidiary Guarantor that is not applied pursuant to the parenthetical phrase in Section 7.03(c)(iv)(y) or 7.03(l)(x)); (iii) on a Pro Forma Basis, the Borrower is in compliance with the covenant in Section 7.15 as of the last day of the most recently ended Measurement Period;[reserved]; (iv) immediately before and immediately after giving effect to any such purchase or other acquisition, no Event of Default shall have occurred and be continuing; and (v) the Borrower shall have delivered to the Administrative Agent, on or 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 (h) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition (other than the requirements of clause (i), which will be satisfied as required by Section 6.12); (i) Investments resulting from the issuance of Indebtedness of Holdings to the Borrower or any of the Restricted Subsidiaries in an amount not to exceed the amount necessary to permit Holdings to pay (i) so long as no Event of Default shall have occurred and be continuing at the time thereof or would result therefrom, reasonable and customary corporate and out-of-pocket operating expenses actually payable to persons that are not Affiliates relating to maintaining its ownership interest in the Borrower (including reasonable out-of-pocket expenses for legal, administrative and accounting services provided by third parties, and compensation, benefits and other amounts payable to officers and employees in connection with their employment in the ordinary course of business and to board of director observers), (ii) franchise fees or similar Taxes and fees required to maintain its corporate existence, (iii) any income Taxes imposed on Holdings or its direct or indirect parent of Holdings as the common parent of a consolidated, combined or similar Tax group of which the Borrower and/or its Restricted Subsidiaries are members, up to an amount not to exceed the amount of any such income Taxes that the Borrower and its Restricted Subsidiaries would have been required to pay on a separate company (or a stand-alone Tax group) basis (reduced by any income Taxes paid directly by the Borrower or its Restricted Subsidiaries); provided that in determining the hypothetical income Tax liability of the Borrower and/or its Restricted Subsidiaries on a separate company (or a stand-alone Tax group) basis for the purpose of clause (iii), any interest expense on any Indebtedness incurred by Holdings shall be treated as the interest expense of the Borrower; provided further that any payments by Borrower or any of its Restricted Subsidiaries attributable to the income of any Unrestricted Subsidiary shall be permitted only to the extent that cash payments were made for such purpose by such Unrestricted Subsidiary to the Borrower or to any of its Restricted Subsidiaries and (iv) all costs or fees incurred in compliance with or in anticipation of compliance with Securities Laws and state securities Laws; (j) promissory notes and other non-cash consideration that is permitted to be received in connection with Dispositions permitted by Section 7.05; (k) any Investments made with the proceeds received by or contributed to the Borrower from the substantially concurrent issuance of new Equity Interests (other than Disqualified Equity Interests) issued by Holdings and not used for any other purpose permitted under this Agreement; (l) without duplication of any other Investments permitted hereunder, other Investments by the Borrower or any of the Restricted Subsidiaries not exceeding (x) $5,000,000 10.0 million in any Fiscal Year (with the unused portion of such scheduled amount available for use in any succeeding Fiscal Year), net of any cash return to the Borrower and its Restricted Subsidiaries of principal or capital of any such Investment or (y) $25.0 million in the aggregate at (net of any timecash return of principal or capital of any Investment, purchase or acquisition made pursuant to this Section 7.03(l) or Section 7.03(c)(iv) or 7.03(h)(ii) to the Borrower or a Subsidiary Guarantor that is not applied pursuant to the parenthetical phrase in Section 7.03(c)(iv)(y) or 7.03(h)(ii)); (m) so long as no Event of Default shall have occurred and be continuing or would result from the making of any such Investment, Investments in an amount not to exceed the Available Amount; (n) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings (or any direct or indirect parent thereof); (o) Investments held by a Restricted Subsidiary acquired after the Closing Date or of a Person merged into the Borrower or merged or consolidated with a Restricted Subsidiary in accordance with Section 7.04 after the Closing Date (other than existing Investments in subsidiaries of such Subsidiary or Person, which must comply with the requirements of Sections 7.02(h) or (l)) to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; and (p) Guarantees by the Borrower or any of the Restricted Subsidiaries of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business.

Investments. Make or hold Each of Parent and Borrower shall not, and shall not permit any other member of the Consolidated Group to, make any Investments, except: (a) Investments held by a member of the Borrower and its Subsidiaries Consolidated Group in the form of cash, Cash Equivalents and Bond Investmentscash equivalents; (b) advances to officers, directors and employees of a member of the Borrower and Subsidiaries Consolidated Group in an aggregate amount not to exceed $500,000 5,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (ic) Investments by the of Borrower in any Subsidiary and its Subsidiaries Investments of any Subsidiary in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries or in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000another Subsidiary; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.028.03; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) income producing Properties and set forth on Schedule 7.03assets incidental thereto; (g) Permitted Acquisitions Investments in unimproved land holdings in an aggregate amount not exceeding five percent (other than 5%) of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv))Total Asset Value; (h) other Investments in construction in progress in an aggregate amount not exceeding $5,000,000 twenty-five percent (25%) of Total Asset Value; (i) Investments in the Unconsolidated Affiliates in an aggregate at amount not exceeding ten percent (10%) of Total Asset Value; and (j) Investments consisting of mortgages, mezzanine loans and notes receivable in an aggregate amount not exceeding fifteen percent (15%) of Total Asset Value. provided that any timedetermination as to whether an Investment shall be permitted hereunder will be made after giving effect to such Investment; provided, further, that Investments under Sections 8.02(g) through (j) above shall not exceed thirty percent (30%) of Total Asset Value.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries in the form of cash, Cash Equivalents and Bond or such Subsidiary which when made constitute Permitted Investments; (b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 100,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (ic) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties any wholly-owned Subsidiary and (iv) so long as no Default has occurred and is continuing Investments of any wholly-owned Subsidiary in the Borrower or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000another wholly-owned Subsidiary; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.027.03; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03Acquisitions which constitute Permitted Acquisitions; (g) Permitted Acquisitions (other than the consummation of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv))the Transaction; (h) other Investments constituting Swap Contracts permitted hereunder; and (i) Investments existing on the Closing Date and listed on Schedule 7.02; Notwithstanding anything in this Section 7.02, Section 7.03, Section 7.04, Section 7.05 or elsewhere in this Agreement to the contrary, after the Closing Date in no event shall aggregate Investments made in intercompany Indebtedness incurred by, and Dispositions to all Subsidiaries that are not exceeding $5,000,000 Loan Parties, including Investments as a result of Acquisitions, Investments in the aggregate at any timeForeign Subsidiaries, intercompany Indebtedness incurred by Foreign Subsidiaries, and Dispositions to Foreign Subsidiaries, exceed 5% of Consolidated Net Worth.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries in the form of cash, cash or Cash Equivalents and Bond Investmentsor Investments that were Cash Equivalents when made; (b) advances to officers, directors and employees Investments existing as of the Borrower Closing Date and Subsidiaries set forth in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposesSchedule 8.02; (c) Investments in any Person that (i) Investments by is a Loan Party prior to giving effect to such Investment or (y) simultaneously with such Investment shall become a Loan Party in accordance with the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date terms hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000; (d) Investments in any Domestic Subsidiary; (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 to the extent reasonably necessary in order to prevent or limit loss; (ef) Investments consisting of the non-cash portion of consideration received in connection with Dispositions permitted pursuant to Section 8.05; (g) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv))8.03; (h) Permitted Acquisitions and the Six3 Acquisition; (i) Investments by any Foreign Subsidiary in another Foreign Subsidiary; (j) travel, relocation, tuition reimbursement, 401(k) account transition and other advances made to officers, directors and employees in the ordinary course of the business to the extent such advances do not violate applicable Law; (k) Call Options and purchases of Equity Interests of the Borrower pursuant thereto; (l) Subsidiaries of the Borrower may be established or created, if (i) to the extent such new Subsidiary is a Domestic Subsidiary, the Borrower and such Subsidiary comply with the provisions of Section 7.12, if applicable; provided that, in each case, to the extent such new Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to an acquisition permitted by Section 8.04, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transactions, such new Subsidiary shall not be required to take the actions, set forth in Section 7.12 or 7.13, as applicable, until the respective acquisition is consummated (at which time the surviving entity of the respective merger transaction shall be required to so comply within ten Business Days or such longer period as the Administrative Agent shall agree); (m) Investments resulting from pledges and deposits referred to in Section 8.03; (n) any Investment in a Foreign Subsidiary to the extent such Investment is substantially contemporaneously repaid in full with a dividend or other distribution from such Foreign Subsidiary; (o) Investments in the Borrower’s Group Executive Retirement Plan (the Supplemental Savings Plan) maintained in a Rabbi Trust consistent with past practices; and (p) Investments not exceeding $5,000,000 permitted by the foregoing clauses (including Foreign Acquisitions but excluding Acquisitions that are not Foreign Acquisitions) in the an aggregate amount outstanding at any timetime not to exceed the sum of (i) the greater of (A) $300 million or (B) ten percent (10%) of total assets of the Borrower and its Subsidiaries on a consolidated basis as of the end of the Applicable Period plus (ii) the Available Amount.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower Borrowers and its the Restricted Subsidiaries in the form of cash, Cash Equivalents and Bond InvestmentsEquivalents; (b) advances to officers, directors and employees of the Borrower Borrowers and the Restricted Subsidiaries in an aggregate amount not to exceed $500,000 1,000,000 at any time outstanding, for travel, entertainment, relocation relocation, payroll advance and analogous ordinary business purposes; (c) (i) Investments by the Borrower Borrowers and its the Restricted Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the US Borrower and its the Restricted Subsidiaries in Loan Parties, and (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000Parties; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit lossdebtors; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth listed on Schedule 7.03; (g) Permitted Acquisitions Acquisitions; provided that (other than i) a Borrower or a Guarantor is the acquiring or surviving entity; (ii) no Default or Event of CFCs Default exists immediately before and after giving effect to such Acquisition; (iii) in respect of Material Acquisitions, after giving effect to such Material Acquisition on a pro forma basis, the Borrowers and the Restricted Subsidiaries held directly would have been in compliance with Sections 7.11(a), 7.11(b), and 7.11(c) as of the end of the most recent fiscal quarter; (iv) the requirements of Sections 6.11 and 7.07 are satisfied in connection therewith and the target is not hostile; (v) if such Acquisition is of Equity Interests, the issuer of such Equity Interests shall be an entity organized under the laws of the United States, Canada, Luxembourg or indirectly by Mexico; and (vi) in respect of Material Acquisitions, the Administrative Agent shall have received, prior to the date on which any such Material Acquisition is to be consummated, a CFC certificate of a Responsible Officer of the US Borrower, in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders, certifying that all of the requirements set forth in this Section 7.03(g) have been satisfied or will be satisfied on or prior to the date on which Investments are covered by Section 7.03(c)(iv))such Material Acquisition is consummated; (h) other Investments consisting of debt securities as partial consideration for the Disposition of assets permitted by Section 7.05(f); (i) Investments by the US Borrower and its Subsidiaries in joint ventures not exceeding $5,000,000 35,000,000 in the aggregate; provided that the US Borrower shall use commercially reasonable efforts to have any Equity Interests in any such joint venture pledged to the Administrative Agent for the ratable benefit of the Secured Parties under the Security Agreement and use commercially reasonable efforts to ensure that the Administrative Agent shall have received such other items in connection therewith as may be required by Section 6.11(b); (j) Investments in connection with cash margin collateral, deposits or securities permitted under Section 7.01(p); (k) Investments in Swap Obligations permitted pursuant to Section 7.15; (l) Investments made with the proceeds of substantially concurrent issuances of common Equity Interests of the US Borrower or contributions to the US Borrower (other than Disqualified Capital Stock); provided, that (i) no Default or Event of Default exists immediately before and after giving effect to such Investment, and (ii) both before and after giving effect to such Investment on a pro forma basis the US Borrower and the Restricted Subsidiaries would have been in compliance with Sections 7.11(a), 7.11(b), and 7.11(c) as of the end of the most recent fiscal quarter; (m) Investments held by any Restricted Subsidiary acquired after the Closing Date to the extent such Investments were held by such Restricted Subsidiary on the date of acquisition of such Restricted Subsidiary; (n) Investments (including, but not limited to, Investments in Equity Interests, intercompany loans, and unsecured Guarantees of Indebtedness otherwise expressly permitted hereunder) on or after the Closing Date by Loan Parties in Unrestricted Subsidiaries in an aggregate amount (valued at the time of the making thereof and without giving effect to any write-downs or write-offs thereof) not to exceed an amount equal to the sum of, without duplication, $15,000,000 in the aggregate at plus any timereturn of capital actually received by the Borrowers or any Restricted Subsidiary in respect of other investments made by them pursuant to this clause (n); and (o) so long as no Default has occurred and is continuing or would result from such Investment, other Investments (other than Investments in Unrestricted Subsidiaries) not exceeding the greater of (i) $15,000,000 in the aggregate in any fiscal year of the US Borrower or (ii) 15% of Consolidated Net Tangible Assets of the US Borrower and its Restricted Subsidiaries, in the aggregate in any fiscal year.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries or any Subsidiary in the form of cash, Cash Equivalents and Bond Eligible Investments; (b) advances to officers, directors and employees Investments of the Borrower in any Subsidiary and Subsidiaries Investments of any Subsidiary in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposesthe Borrower or in another Subsidiary; (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000; (dc) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (d) Investments constituting Permitted Acquisitions; (e) Guarantees Investments (including by the purchase of Equity Interests) (other than Investments listed on Schedule 7.02 hereto, such Investments being permitted by Section 7.02;clause (h) below) by the Borrower in any Person which is not a Subsidiary; provided that such entities are engaged in a business which is related to the business of the Borrower, and provided further that the aggregate amount of all Investments made pursuant to this paragraph, calculated at the time of the incurrence of each such Investment, is in an amount not in excess of 15.0% of the Consolidated Tangible Assets of the Borrower and its Subsidiaries (f) Investments existing on in the date hereof (other than those referred to Borrower’s benefits protection trust, established for the purpose of satisfying certain supplemental retirement benefit obligations for eligible executives in Section 7.03(c)(i)) and set forth on Schedule 7.03the event of a change of control of the Borrower; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly Investments in a Securitization Finance Subsidiary or indirectly any Investment by a CFC which Investments are covered by Section 7.03(c)(iv));Securitization Finance Subsidiary in any other Person in connection with and as reasonably necessary for a Permitted Securitization Financing; and (h) other Investments not exceeding $5,000,000 otherwise specified in the aggregate at any timeclauses (a) through (f) hereof that are described on Schedule 7.02 hereto.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries in the form of cash, Cash Equivalents and Bond InvestmentsEquivalents; (b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstanding, the ordinary course of business for travel, entertainment, relocation and analogous ordinary business purposes; (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, Effective Date; (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, ; and (iii) additional Investments in Indebtedness permitted by Section 6.7(b); provided, that Investments in the Insurance Subsidiaries of pursuant to this clause (c) following the Borrower that are Effective Date shall not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000100,000,000 in the aggregate; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees Guaranty Obligations permitted by Section 7.026.7; (f) Investments existing on the date hereof Effective Date (other than those referred to in Section 7.03(c)(i6.8(c)(i)) and set forth on Schedule 7.036.8; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly Investments by a CFC which Investments are covered by Borrower in Swap Agreements permitted under Section 7.03(c)(iv)6.7(a); (h) Investments required pursuant to the Amended and Restated Completion Guarantee and the ▇▇▇▇▇▇ Guarantee; (i) indemnification obligations of Borrower with respect to construction Liens in favor of title insurance companies issuing title insurance policies to purchasers of residential condominium units in connection with the purchase thereof; (j) Investments in CityCenter Holdings (in addition to those permitted by Section 6.8(i)) in an amount not to exceed $50,000,000 following the Effective Date; (k) other Investments by Borrower and its Restricted Subsidiaries not exceeding otherwise permitted under this Section 6.8 (including investments in CityCenter not otherwise permitted by subsections (h), (i) or (j) hereof) in an aggregate amount not to exceed $5,000,000 225,000,000 following the Effective Date; provided that, with respect to each Investment made pursuant to this Section 6.8(k): (i) such Investment shall not include or result in any contingent liabilities that could reasonably be expected to be material to the business, financial condition, operations or prospects of Borrower and its Restricted Subsidiaries, taken as a whole (as determined in good faith by the board of directors (or persons performing similar functions) of Borrower or such Restricted Subsidiary if the board of directors is otherwise approving such transactions and, in each other case, by a Responsible Official); and (ii) such Investment shall be in property that is part of, or in lines of business that are, substantially the same as, reasonably related to or ancillary to one or more of the principal businesses of Borrower and its Restricted Subsidiaries in the aggregate at ordinary course; and (l) Investments made substantially contemporaneously with the issuance by Borrower of any timeConvertible Debt in derivative securities or similar products purchased by Borrower in connection therewith linked to Equity Interests underlying such Convertible Debt.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries or such Subsidiary in the form of cash, Cash Equivalents and Bond Investmentscash equivalents or short-term marketable debt securities; (b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 10,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed (A) (x) so long as there are any loans outstanding under the Bridge Loan Agreement and (y) prior to the time the Borrower is Investment Grade, an amount equal to $5,000,000150,000,000 minus the aggregate principal amount of Indebtedness incurred in accordance with Section 7.02(e) and (B) so long as (x) there are no loans outstanding under the Bridge Loan Agreement and (y) the Borrower is Investment Grade, an amount equal to $500,000,000 minus the aggregate principal amount of Indebtedness incurred in accordance with Section 7.02(e), provided that if, before and after giving pro forma effect to such Investment, the Investment Test Ratio is at least 1.0:1.0, the amount permitted under this clause (B) shall be increased to an amount equal to $1,000,000,000 minus the amount of Indebtedness incurred in accordance with Section 7.02(e) (for purposes of determining the aggregate amount of Investments permitted under this clause (c)(iv), there shall be deducted from the aggregate amount invested from and after the date hereof the aggregate amount of dividends paid to the Loan Parties by the Subsidiaries of the Borrower that are not Loan Parties); (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth listed on Schedule 7.03; (g) Permitted Acquisitions if the Borrower is Investment Grade at the time of such transaction, the non-hostile purchase or other acquisition of all or substantially all (other than directors’ qualifying shares) of CFCs the Equity Interests in, or all or substantially all of the property and assets of, any Person that, upon the consummation thereof, will be wholly owned directly by the Borrower or one or more of its wholly owned Subsidiaries held directly (including, without limitation, as a result of a merger or indirectly consolidation); provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.03(g): (A) any such newly created or acquired Subsidiary shall comply with any applicable requirements set forth in Section 6.12; (B) the lines of business of the Person to be (or the property and assets of which are to be) so purchased or otherwise acquired shall be substantially the same as one or more of the lines of business of the Borrower and its Subsidiaries, or shall be a line of business substantially related or incidental thereto; (C) such purchase or other acquisition shall not include or result in any contingent liabilities that could reasonably be expected to be material to the business, financial condition, operations or prospects of the Borrower and its Subsidiaries, taken as a whole (as determined in good faith by the board of directors (or the persons performing similar functions) of the Borrower or such Subsidiary if the board of directors is otherwise approving such transaction and, in each other case, by a CFC which Investments are covered by Section 7.03(c)(iv)Responsible Officer); (D) (1) immediately before and immediately after giving pro forma effect to any such purchase or other acquisition, no Default shall have occurred and be continuing and (2) immediately after giving effect to such purchase or other acquisition, the Borrower and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 7.11, such compliance to be determined on the basis of the financial information most recently delivered to the Agents 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 (E) if the total cash and non-cash consideration (including, without limitation, the fair market value of all Equity Interests issued or transferred to the sellers thereof, all indemnities, earnouts and other contingent payment obligations to, and the aggregate amounts paid or to be paid under non-compete, consulting and other affiliated agreements with, the sellers thereof, all write-downs of property and assets and reserves for liabilities with respect thereto and all assumptions of debt, liabilities and other obligations in connection therewith) paid by or on behalf of the Borrower and its Subsidiaries for any such purchase or other acquisition, when aggregated with the total cash and non-cash consideration paid by or on behalf of the Borrower and its Subsidiaries for all other purchases and other acquisitions made by the Borrower and its Subsidiaries pursuant to this Section 7.03(g), shall exceed $100,000,000, the Borrower shall have delivered to the Administrative Agent, on behalf of the Lenders, 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) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition; and (h) other Investments not exceeding $5,000,000 50,000,000 in the aggregate at in any timefiscal year of the Borrower.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and or any of its Subsidiaries in the form of cash, Cash Equivalents and Bond Investmentscash equivalents or short-term marketable securities; (b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 3,000,000.00 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by Subsidiaries of the Borrower and its Subsidiaries in Loan Partiesother Subsidiaries, (iii) additional Investments by Subsidiaries of the Borrower in the Borrower; provided that any portion of such Investments that are not Loan Parties made as loans shall be evidenced, to the extent permitted by applicable Law, by a promissory note in other Subsidiaries that are not Loan Parties form and on terms (including subordination terms) acceptable to the Administrative Agent, and (iv) so long as no Potential Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties Borrower in Subsidiaries that are not Loan Parties (other than the Inactive its Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.029.3 [Indebtedness]; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03;Permitted Acquisitions; and (g) Permitted Acquisitions Investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other than of CFCs disputes with, customers and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv)); (h) other Investments not exceeding $5,000,000 suppliers arising in the aggregate at any timeordinary course of business.

Investments. Make or hold any InvestmentsInvestments or acquire any Monitoring Contract, except: (a) Investments held by the Borrower and its Subsidiaries in the form of cash, Cash Equivalents and Bond InvestmentsEquivalents; (b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 1,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on as of the date hereofClosing Date, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, and (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000Parties; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02; (f) Investments existing on as of the date hereof Closing Date (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.035.08(e) hereto; (g) Permitted Acquisitions (acquisitions of any direct or indirect Equity Interests of, or assets that constitute a business unit or all or a substantial part of the business of, an Approved Alarm Dealer, a substantial portion of the value of which acquired business or business unit consists of assets other than Monitoring Contracts or portfolios of CFCs Monitoring Contracts (in each case, a “Permitted Acquisition”); provided that at least five (5) Business Days prior to the date on which any such acquisition is to be consummated (or such shorter period as the Administrative Agent (acting at the written direction of the Required Lenders) may accept), the Borrower has delivered to the Administrative Agent (x) a description of the proposed acquisition, (y) to the extent available, a due diligence package (including other customary third party reports that are permitted to be shared) and Subsidiaries held directly (z) to the extent available, a quality of earnings report; provided, further, that at the time of such Permitted Acquisition and after giving effect thereto, (i) no Default or indirectly by Event of Default has occurred and is continuing, (ii) pro forma Liquidity is at least $25,000,000 and (iii) the Consolidated Total Leverage Ratio, calculated on a CFC which Investments are covered by Section 7.03(c)(iv))pro forma basis with respect to such any such acquisition, shall not be greater than the Specified Ratio; (h) (i) acquisitions of Monitoring Contracts pursuant to an Approved Alarm Purchase Agreement or (ii) acquisitions of portfolios of Monitoring Contracts (in each case, a “Permitted Portfolio Purchase”) so long as (x) the Aggregate Purchase Price for each such Permitted Portfolio Purchase does not exceed $50,000,000 in the aggregate in any fiscal year of the Borrower, (y) no Default or Event of Default has occurred and is continuing and (z) at the time of such Permitted Portfolio Purchase and after giving effect thereto, pro forma Liquidity is at least $25,000,000; (i) loans to Approved Alarm Dealers in an amount not to exceed $15,000,000 at any time outstanding; (j) Investments in Swap Contracts permitted by Section 7.02; and (k) other Investments not exceeding $5,000,000 in the aggregate at in any timefiscal year of the Borrower.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries or such Subsidiary in the form of cash, Cash Equivalents cash equivalents and Bond InvestmentsEligible Securities; (b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 250,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (ic) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties any Guarantor and (iv) so long as no Default has occurred and is continuing Investments of any Guarantor in the Borrower or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000another Guarantor; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.028.03(c); (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) Closing Date and set forth listed on Schedule 7.038.02; (g) Permitted Acquisitions if no Default exists or will exist immediately thereafter, (i) Investments in Subsidiaries (other than Domestic Subsidiaries) made after the Closing Date not exceeding $6,000,000 in the aggregate, (ii) other Investments in Subsidiaries (other than Domestic Subsidiaries) made using the cash proceeds from any public or private offering of CFCs any Equity Interest of the Borrower within 60 days of such offering, and (iii) other cash Investments in Subsidiaries held directly or indirectly by (other than Domestic Subsidiaries) so long as, prior to making such Investment and payment, the Borrower delivers a CFC which Investments are covered by certificate of a Responsible Officer of the Borrower certifying as to the absence of any Default and demonstrating pro forma compliance with Section 7.03(c)(iv));8.13(a) after giving effect to such payment; and (h) Acquisitions permitted by Section 8.15. Notwithstanding the foregoing, at no time shall the Borrower enter into, or permit any Subsidiary to enter into, any agreement, contract, binding commitment or other Investments not exceeding $5,000,000 arrangement providing for any Acquisition, or take, or permit any Subsidiary to take, any action to solicit the tender of securities or proxies in the aggregate at respect thereof in order to effect any timeAcquisition.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries in the form of cash, cash or Cash Equivalents and Bond InvestmentsEquivalents; (b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstanding, the ordinary course of business for travel, entertainment, relocation and analogous ordinary business purposes; (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties Subsidiaries, and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments investments by the Loan Parties Borrower and the Subsidiaries in Subsidiaries that are not Loan Parties (other than the Inactive equity interests of their respective Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv))Acquisitions; (h) other Investments not contemplated by the above provisions not exceeding $5,000,000 50,000,000 in the aggregate in any fiscal year of the Borrower; (i) other Investments, so long as after giving Pro Forma Effect to such Investment at any timethe time of such investment (x) the Consolidated Leverage Ratio is not greater than the applicable ratio under Section 7.13(a) and (y) no Default or Event of Default exists or would otherwise result therefrom; and (j) the Closing Date Acquisition.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower Holdings and its Subsidiaries any Subsidiary of Holdings in the form of cash, Cash Equivalents and Bond InvestmentsEquivalents; (b) advances to officers, directors and employees of the any Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 250,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (i) Investments by the Borrower Holdings and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower Holdings and its Subsidiaries in any Loan PartiesParty (other than Holdings), and (iii) additional Investments by Subsidiaries of the Borrower Holdings that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000Parties; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.035.08(e); (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly Investments by a CFC which Investments are covered by Borrower or Holdings in Swap Contracts permitted under Section 7.03(c)(iv)7.02(a); (h) other Investments not exceeding $5,000,000 by Holdings and its Subsidiaries in Permitted Discretionary Activities; provided that such Investments may only be made from amounts available in the aggregate at any timeSpecial Account, subject to all limitations set forth herein with respect thereto; and (i) Investments in Subsidiaries of Holdings to provide funds for construction of the multipurpose tweendeck and/or bulk carrier shipping vessels securing the Permitted New Vessel Construction Indebtedness which are made or held by such Subsidiaries in connection with a construction contract in existence on or prior to the Closing Date.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower Holdings and its Restricted Subsidiaries in the form of cash, cash and Cash Equivalents and Bond InvestmentsEquivalents; (b) advances to officers, directors and employees of the Borrower Holdings and Restricted Subsidiaries in an aggregate amount not to exceed $500,000 1,500,000 at any time outstanding, for any lawful purpose including travel, entertainment, relocation relocation, salary, commissions and analogous ordinary business purposes; (ic) Investments made by the Borrower and its Subsidiaries any Loan Party or any Restricted Subsidiary in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in any Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing Party or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000Restricted Subsidiary; (d) Investments (i) consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments business or received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit lossloss or otherwise in connection with the bankruptcy or reorganization of such account debtors or (ii) received in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the Ordinary Course of Business; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv))Acquisitions; (h) other Investments made after the Restatement Effective Date, the amount of which at any time outstanding shall not exceeding exceed the greater of (i) $5,000,000 100,000,000 and (ii) 5.5% of Consolidated Total Assets; (i) other Investments by Holdings and its Restricted Subsidiaries so long as (i) in the aggregate case of any Acquisition, such Acquisition shall constitute a Permitted Acquisition, (ii) no Default or Event of Default has occurred and is continuing at the time of, or would result from, such Investment and (iii) after giving pro forma effect thereto (including any incurrence and/or repayment of Indebtedness in connection therewith), the Consolidated Total Net Leverage Ratio is less than or equal to 3.00 to 1.00 at the time of such Investment; (j) other Investments in Unrestricted Subsidiaries, the amount of which at any timetime outstanding shall not exceed $100,000,000; (k) Investments (i) in Equity Interests received as consideration in a sale or other Disposition of property pursuant to Section 7.05, subject to the limitation on the amount of non-cash consideration that may be received in connection with such sale as set forth therein and (ii) consisting of seller notes, Equity Interests or other similar Investments received as non-cash consideration in a Specified Disposition permitted by Section 7.05(k); (l) Investments in the business and operations of Holdings and any Subsidiaries in the People’s Republic of China not to exceed, together with Indebtedness permitted under Section 7.02(s), $12,000,000; (m) Investments to the extent made with the Available Amount, so long as no Default or Event of Default has occurred and is continuing at the time of, or would result from, such Investment; and (n) the acquisition by Holdings or its Restricted Subsidiaries of the remaining 25% of the outstanding equity interests in Hyster-Yale Maximal Forklift (Zhejiang) Co., Ltd. that are not currently owned by Holdings and its Restricted Subsidiaries.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries in the form of cash, cash or Cash Equivalents and Bond InvestmentsEquivalents; (b) advances to officers, directors and employees of the Borrower and Subsidiaries Consolidated Companies in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000; (dc) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (ed) Guarantees permitted by Section 7.02; (e) Investments consisting of loans, advances or capital contributions or other equity investments by the Consolidated Companies in or to their respective Subsidiaries (other than VLC) or other Loan Parties; provided, that the aggregate principal amount of all such loans, advances and capital contributions and other equity investments by the Loan Parties in and to Subsidiaries that are not Loan Parties shall not exceed $1,000,000 at any time outstanding (in addition to any existing Investments by Loan Parties in Subsidiaries that are not Loan Parties set forth on Schedule 5.07(e)); (f) Investments by Holdings in VLC to enable VLC to (i) fund distributions required to be paid to participants and beneficiaries of the VLC Supplemental Retirement Plan and the VLC Replacement Benefit Plan (collectively, the “Nonqualified Plans”) in that calendar year after taking into account any assets available under the VLC rabbi trusts maintained for the Nonqualified Plans, (ii) pay the annual actuarial valuation expenses, rabbi trustee fees, and similar annual administrative costs of the Nonqualified Plans, such Investments under this clause (ii) not to exceed $200,000 in the aggregate per fiscal year, and (iii) settle or adjudicate legal claims of VLC, such Investments under this clause (iii) not to exceed $500,000 in the aggregate per fiscal year unless such larger amount is approved in writing by the Administrative Agent; (g) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03; 5.07(e) and any modifications, renewals or extensions thereof (g) Permitted Acquisitions (in each case other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv)any increase in the amount thereof); (h) Permitted Acquisitions; (i) Investments constituting deposits made in connection with the purchase of goods or services in the ordinary course of business; (j) Investments in respect of Swap Contracts permitted under Section 7.02(f); (k) Investments in the ordinary course of business consisting of Article 3 endorsements for collection or deposit and Article 4 customary trade arrangements with customers consistent with past practices; (l) advances of payroll payments to employees in the ordinary course of business; (m) any Investment received in connection with a Disposition of any asset permitted under this Agreement; and (n) other Investments not exceeding $5,000,000 (other than Acquisitions and other than Investments in VLC); provided, that the aggregate amount of all such Investments shall not exceed $1,000,000 at any timetime outstanding.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries in the form of cash, cash or Cash Equivalents and Bond InvestmentsEquivalents; (b) advances Investments outstanding on the Closing Date and set forth in Schedule 8.02; (c) Investments in any Person that is a Loan Party prior to officersgiving effect to such Investment, directors and employees provided that Investments by members of the Borrower Primary Group in members of the MPT Group shall be limited to (i) each MPT Cost Overrun Guaranty and Subsidiaries the MPT Master Lease Guaranty permitted by Section 8.03, (ii) each MPT Letter of Credit and (iii) other Investments in an aggregate amount not to exceed $500,000 1,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.028.03; (f) Investments existing on Permitted Acquisitions; provided that the date hereof (acquisition previously identified in writing by the Borrower to the Administrative Agent prior to the Closing Date shall be deemed a Permitted Acquisition provided that it satisfies each of the criteria set forth in the definition of Permitted Acquisition other than those referred to in Section 7.03(c)(i)clause (h) and set forth on Schedule 7.03thereof; (g) Permitted Acquisitions (other than loans and advances to employees of CFCs and Subsidiaries held directly the Borrower or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv))any Subsidiary for reimbursable expenses in the ordinary course of business not to exceed $500,000 in the aggregate at any time outstanding; (h) other Investments consisting of the non-cash portion of consideration received in connection with Dispositions permitted pursuant to Section 8.05; (i) Investments consisting of non-cash loans made by the Borrower to officers, directors and employees of the Borrower or any Subsidiary which are used by such Persons to purchase simultaneously Equity Interests of the Borrower; (j) Investments consisting of Swap Contracts permitted by Section 8.03; (k) to the extent constituting Investments, the issuance of Letters of Credit for the account of, or to support or secure obligations of, members of the Primary Group; and (l) Investments of a nature not exceeding contemplated in the foregoing clauses in an amount not to exceed $5,000,000 500,000 in the aggregate at any timemeasured as of the date of incurrence thereof.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower Loan Parties and its their Subsidiaries in the form of cash, cash or Cash Equivalents and Bond InvestmentsEquivalents; (b) loans, advances and other extensions of credit to officers, directors and employees of the Borrower Loan Parties and Subsidiaries made in the Ordinary Course of Business in an aggregate amount at any one time outstanding not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes250,000; (i) Investments by the Borrower Loan Parties and its their Subsidiaries in their respective Subsidiaries solely to the extent outstanding on as of the date hereofClosing Date, (ii) additional Investments by the Borrower Holdings and its Subsidiaries in Loan PartiesParties (other than Holdings), and (iii) additional Investments by Subsidiaries of the Borrower Holdings that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000Parties; (d) Investments consisting (i) any endorsement of extensions a check or other medium of credit payment for deposit or collection, or any similar transaction in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary normal course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss(ii) any Permitted Creditor Investment; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof as of Closing Date (other than those referred to in Section 7.03(c)(i)) and above or set forth on Schedule 5.12) to the extent set forth in Schedule 7.03 and any modification, replacement, renewal, reinvestment or extension thereof; provided that the amount of any Investment permitted pursuant to this Section 7.03(e) is not increased from the amount of such Investment on the Closing Date except as otherwise permitted by this Section 7.03; (f) Investments consisting of Permitted Acquisitions; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv))[reserved]; (h) bank deposits, Securities Accounts and Commodity Accounts maintained in accordance with the terms of this Agreement and the other Loan Documents; (i) Investments of Holdings and its Subsidiaries in Swap Contracts permitted to be entered into pursuant to this Agreement; (j) Investments received as the non-cash portion of consideration in connection with a transaction permitted under Section 7.05; (k) Investments constituting Indebtedness and Guarantees permitted under Section 7.01 (other than Section 7.01(c)(iii)) and transactions permitted by Section 7.02, Sections 7.05 (other than Section 7.05(c)(i)) and Section 7.06; (l) Guarantees incurred in the Ordinary Course of Business in respect of obligations of the Loan Parties (other than Indebtedness, but including leases (other than Capital Leases)) to suppliers, customers, franchisees, lessors, licensees, sublicensees or distribution partners; (m) so long as no Default or Event of Default exists at the time of, or after giving effect thereto, other Investments in an aggregate amount outstanding not exceeding to exceed $5,000,000 250,000; (n) to the extent constituting Investments, the Transactions; and (o) the forgiveness or conversion to equity of any Indebtedness owed by any Loan Party (other than Holdings) to any other Loan Party. Notwithstanding anything to the contrary contained in this Agreement or the aggregate at other Loan Documents, in no event shall (i) any timeLoan Party, directly or indirectly (including by transfer of Equity Interests of any Person that owns such Intellectual Property) convey, sell, assign, dispose of, or otherwise transfer (by Investment or otherwise) any Intellectual Property that is material to the conduct of the business of Borrower and its Subsidiaries to Holdings or to any Subsidiary of a Loan Party that is not also a Loan Party or to any other Person that is not a Loan Party and (ii) any Loan Party make any Investments in any Acquired Assets subject to Acquired Asset Liens or in any Person holding any Acquired Assets subject to Acquired Asset Liens, in each case for so long as such Acquired Asset Liens remain outstanding.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower Holdings and its Subsidiaries in the form of cash, cash or Cash Equivalents and Bond InvestmentsInvestments that were cash or Cash Equivalents when made; (b) advances Advances to officers, directors and employees of the Borrower Holdings and its Subsidiaries in an aggregate amount not to exceed $500,000 5,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (c) (i) Investments by the Borrower Holdings and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower Holdings and its Subsidiaries in Loan PartiesParties (other than Holdings), (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in wholly-owned Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof at any one time outstanding not to exceed $5,000,00030,000,000; (d) intercompany loans and advances to Holdings; provided that such intercompany loans and advances shall be unsecured and expressly subordinated in right of payment to the Obligations; (e) Investments consisting of extensions of customer financing, credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (ef) Investments by any Loan Party in Swap Contracts permitted under Section 7.02; (g) Investments made as a result of the receipt of non-cash consideration from a Disposition in compliance with Section 7.05; (h) Guarantees permitted by Section 7.02; (fi) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv)5.08(e); (hj) the purchase or other acquisition (utilizing any combination of cash, Cash Equivalents and the issuance of Qualified Equity Interests) of all of the Equity Interests in, a majority of the Equity Interests in, or all or substantially all of the property of, any Person (or a division or business unit thereof) (the “Target”) that, upon the consummation thereof, will be wholly-owned directly by Holdings or one or more of its wholly-owned Subsidiaries (including as a result of a merger or consolidation) (a “Permitted Acquisition”), including Investments that are acquired in connection with a Permitted Acquisition; provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.03(j): (i) any such newly-created or acquired Subsidiary shall comply with the requirements of Section 6.12; (ii) the lines of business of the Target shall not exceeding $5,000,000 be substantially different from those lines of business conducted by Holdings and its Subsidiaries on the date hereof or any business substantially related or incidental thereto or a reasonable extension thereof; (iii) such purchase or other acquisition shall be non-hostile in nature; (iv) (A) 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 (B) immediately after giving effect to such purchase or other acquisition, Holdings and its Subsidiaries shall be in Pro Forma Compliance with all of the covenants set forth in Section 7.10, 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 (v) the Lead Borrower shall have delivered to the Administrative Agent, at least five Business Days (or such later date agreed to by the Administrative Agent) prior to the date on which any such purchase or other acquisition is to be consummated, a certificate of a Responsible Officer, in the aggregate at any time.form of Exhibit N, certifying that all of the requirements set forth in this clause (j) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition;

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries or such Restricted Subsidiary in the form of cash, Cash Equivalents and Bond Investmentscash equivalents; (b) advances to officers, directors and employees of Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party and Subsidiaries (ii) by any Restricted Subsidiary that is not a Loan Party in an aggregate amount any other such Restricted Subsidiary that is also not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposesa Loan Party; (ic) Investments by the Borrower consisting of, resulting from, or received in connection with, as applicable, Liens, Indebtedness, fundamental changes, Dispositions and its Subsidiaries in their respective Subsidiaries outstanding on the date hereofRestricted Payments, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Partiesrespectively permitted under Sections 7.01, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment7.03, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties 7.05 (other than the Inactive Subsidiaries7.05(d)), in which no further Investments shall be permitted7.06 (other than 7.06(d)) in an aggregate amount invested from the date hereof not to exceed $5,000,000or 7.07; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section Investments existing or contemplated on the Closing Date and set forth on Schedule 7.02; (f) Investments existing on the date hereof (other than those referred to in Swap Contracts permitted under Section 7.03(c)(i)) and set forth on Schedule 7.03; (g) Permitted Acquisitions loans or advances to officers, directors and employees of the Borrower and the Restricted Subsidiaries (other than i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) to fund the purchase of CFCs Equity Interests in the Borrower or any Restricted Subsidiary under compensation plans approved by the Board of Directors of the issuer of such Equity Interests in good faith (provided that the proceeds of such loans or advances are promptly invested in such Equity Interests and Subsidiaries held directly contributed to the Borrower) and (iii) for purposes not described in the foregoing clause (i) or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv(ii)), in an aggregate principal amount outstanding not to exceed $10,000,000; (h) other Investments not exceeding $5,000,000 advances of payroll payments to employees in the aggregate ordinary course of business; (i) any Investment owned by a Person at the time such Person is acquired and becomes a Restricted Subsidiary pursuant to any Acquisition not prohibited by this Agreement; provided that (i) such Investment was not made in connection with or in contemplation of such Acquisition of any Subsidiary, any assets or a line of business and (ii) any incremental Investments shall not be permitted by this clause (i); (j) Investments to the extent that payment for such Investments is made solely with Equity Interests (other than Disqualified Equity Interests) of the Borrower; (k) Guarantees by the Borrower or any Restricted Subsidiary of obligations that do not constitute Indebtedness entered into in the ordinary course of business; (l) any Investment made with net cash proceeds of issuances of Equity Interests by the Borrower after the Closing Date (other than pursuant to Section 8.05) which were issued for the purpose of enabling the Borrower or any Restricted Subsidiary to make such Investments, so long as immediately after giving effect to such issuance and the corresponding Investment pursuant to this Section 7.02(l), (x) no Default or Event of Default has occurred and is continuing and (y) the Borrower shall be in compliance with the Financial Covenant as of the last day of the immediately preceding Test Period for which a Compliance Certificate has been delivered (determined on a Pro Forma Basis giving effect to such Investment); and (m) Investments (other than in the form of a transfer of MLP GP Units, MLP Units or IDRs by the Borrower or any Guarantor to any Person other than the Borrower or a Guarantor) so long as on a Pro Forma Basis (x) no Default or Event of Default has occurred and is continuing (provided, that if such Investment is consummated pursuant to an acquisition agreement or similar agreement, (A) no Default or Event of Default has occurred and is continuing at the time, or immediately after, such agreement is executed and delivered and (B) no Event of Default pursuant to Section 8.01(a), (f) or (g) has occurred and is continuing at the time, or immediately after, such Investment is made pursuant to such agreement) and (y) the Borrower would be in compliance with the Financial Covenant as of the last day of the most recent Test Period for which a Compliance Certificate has been delivered.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries in the form of cash, cash or Cash Equivalents and Bond InvestmentsEquivalents; (b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstanding, the ordinary course of business for travel, entertainment, relocation and analogous ordinary business purposes; (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties Subsidiaries, and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments investments by the Loan Parties Borrower and the Subsidiaries in Subsidiaries that are not Loan Parties (other than the Inactive equity interests of their respective Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv))Acquisitions; (h) other Investments not contemplated by the above provisions not exceeding $5,000,000 50,000,000 in the aggregate in any fiscal year of the Borrower; and (i) other Investments, so long as after giving Pro Forma Effect to such Investment at any timethe time of such investment (x) the Consolidated Leverage Ratio is not greater than 3.00 to 1.00 and (y) no Default or Event of Default exists or would otherwise result therefrom.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries in the form of cash, cash or Cash Equivalents and Bond InvestmentsEquivalents; (b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in wholly-owned Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from after the date hereof not to exceed $5,000,000; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC (which Investments are covered by Section 7.03(c)(iv)); (h) Investments in securities of account debtors received (i) pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such account debtors or (ii) in settlement of litigation or other disputes; (i) Instruments of assurance provided by any Loan Party in favor of auditors with respect to Foreign Subsidiaries in the ordinary course of business; and (j) Investments not exceeding otherwise permitted pursuant to the foregoing clauses in an amount not to exceed $5,000,000 1,000,000 in the aggregate at any timetime outstanding.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries in the form of cash, cash or Cash Equivalents and Bond InvestmentsEquivalents; (b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, hereof and set forth in Schedule 8.02; (iic) additional Investments by the Borrower and its Subsidiaries in any Person that is a Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from Party prior to giving effect to such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000; (d) Investments by any Subsidiary that is not a Loan Party in any other Subsidiary that is not a Loan Party; (e) Investments in any Domestic Subsidiary that is a Wholly Owned Subsidiary solely to provide funds to such Domestic Subsidiary to acquire real property; (f) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (eg) Investments consisting of loans, advances and other extensions of credit to officers, directors and employees of the Borrower and its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, or (ii) otherwise for business purposes in an amount not to exceed $2.5 million in the aggregate at any time outstanding; (h) Guarantees permitted by Section 7.028.03; (fi) Permitted Acquisitions; (j) to the extent constituting Investments, transactions permitted under Sections 8.01, 8.03, 8.04, 8.05 and 8.06; (k) Investments existing on in Swap Contracts permitted under Section 8.03; (l) Investments consisting of promissory notes and other noncash consideration received in connection with Dispositions permitted by Section 8.05 and any other sale, transfer, license, lease or other disposition of property not prohibited by the date hereof Loan Documents; (m) Investments (other than those referred Acquisitions) to in Section 7.03(c)(i)) and set forth on Schedule 7.03the extent that payment for such Investments is made solely with Equity Interests of the Borrower; (gn) Permitted Acquisitions Investments by the Borrower or any Domestic Subsidiary in an NMTC Subsidiary in an aggregate amount not to exceed the portion of the related NMTC Indebtedness that is to be funded by the Borrower and its Subsidiaries (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv)each an “NMTC Intercompany Investment”); (ho) other Investments of a Subsidiary acquired after the Closing Date or of a Person that is merged into or consolidated with the Borrower or any Subsidiary after the Closing Date provided that such Investments were not exceeding $5,000,000 made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; (p) Investments consisting of loans advanced by an NMTC Subsidiary to the lenders (or Affiliates of the lenders) of NMTC Indebtedness to be used by such lenders to fund a portion of such NMTC Indebtedness provided that (i) the amount of such loans advanced by such NMTC Subsidiary shall not exceed the amount of the NMTC Investment made in such NMTC Subsidiary (each an “NMTC Intercompany Loan”) and (ii) substantially concurrent with making such NMTC Intercompany Loan such lenders shall fund the related NMTC Indebtedness; and (q) Investments of a nature not contemplated in the foregoing clauses in an amount not to exceed the Threshold Amount (calculated at the date such Investment is made) in the aggregate at any timetime outstanding.

Investments. Make or hold hold, or permit any Investments, except: (a) Investments held by the Borrower and of its Subsidiaries in the form of cashto make or hold, Cash Equivalents and Bond Investments; (b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes;Investment other than: (i) Investments by the Borrower Loan Parties and its their Subsidiaries in their respective Subsidiaries outstanding on the date hereof, Restatement Effective Date as set forth on Schedule 5.02(f); (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, Cash Equivalents; (iii) additional Investments by Subsidiaries consisting of intercompany Indebtedness permitted under Section 5.02(b)(iii); (iv) [reserved]; (v) with the prior written consent of the Borrower that are not Loan Parties Required Lenders in other Subsidiaries that are not Loan Parties their sole and absolute discretion, Permitted Real Estate Acquisitions; (ivvi) [reserved]; (vii) so long as no Default has occurred and is continuing or would result from such Investmentnot otherwise prohibited under this Agreement, additional Investments guarantees of performance by the Borrower or any Subsidiary of any other Subsidiary that is not a Loan Parties Party in Subsidiaries that are not Loan Parties the ordinary course of business, except for guarantees of Indebtedness in respect of borrowed money (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000Non-Recourse Debt Guarantees); (dviii) [reserved]; (ix) 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, business in an aggregate amount for all Loan Parties and Subsidiaries not to exceed at any time $750,000; and (x) Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv)); (h) other Investments not exceeding $5,000,000 in the aggregate at any time.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries in the form of cashcash or Cash Equivalents, Cash Equivalents and Bond Investmentsbank deposits in the ordinary course of business, negotiable instruments deposited in the ordinary course of business; (b) advances to officers, directors and employees made in connection with the purchase of goods or services in the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposescourse of business; (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from after the date hereof not to exceed $5,000,0002,000,000; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss[reserved]; (e) Guarantees permitted by Section 7.027.2 and Liens permitted by Section 7.1 to the extent constituting an Investment; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03[reserved]; (g) Permitted Acquisitions Acquisitions, and Investments held by the target of any Permitted Acquisition (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv7.3(c)(iv)); (h) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; and (i) other Investments in an aggregate principal amount not exceeding to exceed $5,000,000 in the aggregate 250,000 at any timetime outstanding.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its the Restricted Subsidiaries in the form of cash, Cash Equivalents and Bond InvestmentsEquivalents; (b) Investments consisting of loans and advances to officers, directors and employees of Holdings and its Restricted Subsidiaries to finance the Borrower purchase of capital stock of Holdings and Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes, in an aggregate amount not to exceed $2.5 million at any time outstanding; (i) Investments outstanding on the Closing Date by the Borrower and its Restricted Subsidiaries in their respective Subsidiaries outstanding on the date hereof, Subsidiaries; (ii) additional Investments by the Borrower and its Restricted Subsidiaries in Restricted Subsidiaries that are Loan Parties, Parties at the time of the making of such Investment; (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties (including Foreign Subsidiaries) in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Restricted Subsidiaries that are not Loan Parties (including Foreign Subsidiaries); and (iv) additional Investments by the Loan Parties (other than the Inactive Subsidiaries, Holdings) in which no further Investments shall be permitted) Restricted Subsidiaries that are not Loan Parties in an aggregate amount invested from when taken together with all purchases and acquisitions referred to in Section 7.03(h)(ii), during the date hereof term of this Agreement not to exceed (A) the greater of (x) $5,000,00025.0 million and (y) 3% of total Consolidated assets of Borrower and its Restricted Subsidiaries as of the last day of the most recently completed Measurement Period (net of any cash return of principal or capital on any such Investment, purchases or acquisitions made pursuant to this Section 7.03(c)(iv) or Section 7.03(h)(ii) or Section 7.03(l) to Borrower or a Subsidiary Guarantor that is not applied pursuant to the parenthetical phrase in Section 7.03(h)(ii)(y) or Section 7.03(l)(x)) plus (B) an amount equal to the amount of cash distributions to the Borrower or a Subsidiary Guarantor following the Closing Date from the Foreign Subsidiaries that has not been redistributed to any Foreign Subsidiary, in each case so long as (A) no Default or Event of Default then exists or would arise therefrom and (B) the Borrower has demonstrated to the reasonable satisfaction of the Administrative Agent that average monthly Excess Availability, as projected on a pro forma basis for the twelve (12) months following and after giving effect to such Investment, will be equal to or greater than: (1) fifteen percent (15%) of the Borrowing Base (to the extent the aggregate amount of Investments made under this clause (iv) (including such additional Investment taken together with all purchases and acquisitions referred to in Section 7.03(h)(ii)) during the period from and after the Closing Date up to and including the date of such additional Investment do not exceed the greater of (x) $10.0 million and (y) 1% of total Consolidated assets of the Borrower and its Restricted Subsidiaries as of the last day of the most recently completed Measurement Period), or (2) $25.0 million (to the extent the aggregate amount of Investments made under this clause (iv) (including such additional Investment taken together with all purchases and acquisitions referred to in Section 7.03(h)(ii)) during the period from and after the Closing Date up to and including the date of such additional Investment exceed the greater of (x) $10.0 million and (y) 1% of total Consolidated assets of the Borrower and its Restricted Subsidiaries as of the last day of the most recently completed Measurement Period); (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.035.08(e) and any modification, replacement, renewal, reinvestment or extension of any of the foregoing that does not increase the amount thereof; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by in Swap Contracts permitted under Section 7.03(c)(iv)7.02(a); (h) the purchase or other acquisition of all of the Equity Interests in, or all or substantially all of the property, or assets comprising a business unit of, any Person; provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.03(h) (each such purchase or acquisition, a “Permitted Acquisition”): (i) any such newly-created or acquired Restricted Subsidiary as a result of any such transaction shall comply with the applicable requirements of Sections 6.12 and 6.13; (ii) any such purchase or other acquisition that, upon the consummation thereof, does not result in the assets or property so purchased or acquired being wholly-owned directly by the Borrower or one or more Subsidiary Guarantors or, in the case of any acquisition of Equity Interests that does not result in the Person(s) so acquired becoming a Subsidiary Guarantor(s), in each case, within 10 Business Days after such purchase or acquisition shall not exceed, together with all such other purchases or other acquisitions and all Investments referred to in Section 7.03(c), the greater of (x) $25.0 million and (y) 3% of total Consolidated assets of Borrower and its Restricted Subsidiaries as of the last day of the most recently completed Measurement Period (net of any cash return of principal on capital on any acquisition, purchase or Investment made pursuant to this Section 7.03(h)(ii) or Section 7.03(c)(iv) or Section 7.03(l) to Borrower or a Subsidiary Guarantor that is not applied pursuant to the parenthetical phrase in Section 7.03(c)(iv)(y) or 7.03(l)(x); (iii) after giving effect to such purchase or acquisition and the payment of any deferred purchase price obligations in connection therewith (as projected in good faith by the Borrower), Excess Availability is not less than $25.0 million; (iv) after giving effect to such purchase or other acquisition and any financing thereof, the Consolidated Fixed Charge Coverage Ratio on a Pro Forma Basis as of the last day of the most recently ended Fiscal Quarter shall not be less than 1.0:1.0; (v) immediately before and immediately after giving effect to any such purchase or other acquisition, no Event of Default shall have occurred and be continuing; and (vi) the Borrower shall have delivered to the Administrative Agent, on or 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 (h) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition (other than the requirements of clause (i), which will be satisfied as required by Sections 6.12 and 6.13); (i) Investments resulting from the issuance of Indebtedness of Holdings to the Borrower or any of the Restricted Subsidiaries in an amount not to exceed the amount necessary to permit Holdings to pay (i) so long as no Event of Default shall have occurred and be continuing at the time thereof or would result therefrom, reasonable and customary corporate and out-of-pocket operating expenses actually payable to persons that are not Affiliates relating to maintaining its ownership interest in the Borrower (including reasonable out-of-pocket expenses for legal, administrative and accounting services provided by third parties, and compensation, benefits and other amounts payable to officers and employees in connection with their employment in the ordinary course of business and to board of director observers), (ii) franchise fees or similar Taxes and fees required to maintain its corporate existence, (iii) any income Taxes imposed on Holdings or its direct or indirect parent of Holdings as the common parent of a consolidated, combined or similar Tax group of which the Borrower and/or its Restricted Subsidiaries are members, up to an amount not to exceed the amount of any such income Taxes that the Borrower and its Restricted Subsidiaries would have been required to pay on a separate company (or a stand-alone Tax group) basis (reduced by any income Taxes paid directly by the Borrower or its Restricted Subsidiaries); provided that in determining the hypothetical income Tax liability of the Borrower and/or its Restricted Subsidiaries on a separate company (or a stand-alone Tax group) basis for the purpose of clause (iii), any interest expense on any Indebtedness incurred by Holdings shall be treated as the interest expense of the Borrower; provided further that any payments by Borrower or any of its Restricted Subsidiaries attributable to the income of any Unrestricted Subsidiary shall be permitted only to the extent that cash payments were made for such purpose by such Unrestricted Subsidiary to the Borrower or to any of its Restricted Subsidiaries and (iv) all costs or fees incurred in compliance with or in anticipation of compliance with Securities Laws and state securities Laws; (j) promissory notes and other non-cash consideration that is permitted to be received in connection with Dispositions permitted by Section 7.05; (k) any Investments made with the proceeds received by or contributed to the Borrower from the substantially concurrent issuance of new Equity Interests (other than Disqualified Equity Interests) issued by Holdings and not used for any other purpose permitted under this Agreement; (l) without duplication of any other Investments permitted hereunder, other Investments by the Borrower or any of the Restricted Subsidiaries not exceeding (x) $5,000,000 10.0 million in any Fiscal Year (with the unused portion of such scheduled amount available for use in any succeeding Fiscal Year), net of any cash return to the Borrower and its Restricted Subsidiaries of principal or capital of any such Investment or (y) $25.0 million in the aggregate (net of any cash return of principal or capital of any Investment, purchase or acquisition made pursuant to this Section 7.03(l) or Section 7.03(h)(ii) or Section 7.03(c)(iv) to the Borrower or a Subsidiary Guarantor that is not applied pursuant to the parenthetical phrase in Section 7.03(c)(iv)(y) or 7.03(h)(ii)); (m) other Investments at any time.time in an amount not to exceed the Available Amount at such time so long as (i) no Event of Default shall have occurred and be continuing or would result from such Investment and (ii) after giving effect to such Investment, the Consolidated Fixed Charge Coverage Ratio would be at least 1.25:1.00 as of the last day of the most recently ended Fiscal Quarter calculated on a Pro Forma Basis; (n) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings (or any direct or indirect parent thereof);

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries (i) in the form of cashaccounts receivables owing to any of them if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary terms, (ii) in the form of Cash Equivalents, (iii) with respect to the endorsement of negotiable instruments held for collection in the ordinary course of business, (iv) regarding lease, utility and other similar deposits in the ordinary course of business; and (v) to acquire and hold accounts receivable and notes receivable from financially troubled franchisees in the ordinary course of business in order to prevent or limit loss; provided that, to the extent required pursuant to Section 6.19, in each case of clauses (i) through (v) herein above, such deposits, accounts, cash or Cash Equivalents and Bond Investmentsare maintained in an account pursuant to Section 6.19; (b) Loans and advances to officers, directors and directors, employees or consultants of Holdings, the Borrower or any of their respective Subsidiaries for travel, entertainment, relocation, or other bona fide business purposes and Subsidiaries to purchase Equity Interests of Holdings and advances of payroll payments and expenses to officers, directors, employees or consultants in the ordinary course of business, in an aggregate amount as to this clause (b) not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereofClosingAmendment No. 1 Effective Date and set forth on Schedule 7.03, (ii) additional Investments by the Borrower and its Subsidiaries in Loan PartiesParties (other than Holdings), and (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties Borrower and its Subsidiaries in their respective Subsidiaries (including Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from and after the date hereof not to exceed $5,000,0003,500,000 at any time outstanding; provided that any Investment in the form of a loan or advance shall be evidenced by an intercompany note (and shall be subject to the subordination provisions contained therein if made to a Subsidiary that is a Loan Party) and, in the case of a loan or advance by a Loan Party, pledged by such Loan Party as Collateral pursuant to the Collateral Documents; provided, further, that the amount of any Investment permitted pursuant to this Section 7.03(c)(iii) shall be reduced dollar-for-dollar by the amount of any outstanding Investment made in connection with a Permitted Joint Venture; (d) Guarantees permitted by Section 7.02(e); (e) [Reserved] (f) to the extent constituting an Investment, Investments consisting of extensions of credit by any Loan Party in the nature of accounts receivable or notes receivable arising from the grant Swap Contracts permitted under Section 7.02(a); (g) Investments in securities of trade credit creditors or customers in the ordinary course of business, business and Investments consistent with such Loan Party’s past practices that are received in satisfaction settlement of bona fide disputes or partial satisfaction thereof from financially troubled account debtors pursuant to any plan of reorganization or liquidation or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers; (h) to the extent reasonably necessary in order to prevent or limit lossconstituting an Investment, mergers and consolidations permitted under Section 7.04; (ei) Guarantees permitted by Investments arising from promissory notes and other non-cash consideration received in connection with Dispositions pursuant to Section 7.027.05(j); (fj) Investments existing on of any Person in existence at the date hereof (time such Person becomes a Subsidiary in an aggregate amount for all such Loan Parties not to exceed $1,500,000 at any time outstanding; provided such Investment was not made in connection with or anticipation of such Person becoming a Subsidiary of the Borrower and such Investments are not directly or indirectly recourse to any of the Loan Parties or any of their respective assets, other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03the Person that becomes a Subsidiary; (gk) Investments in connection with the creation of Subsidiaries, if the Borrower and such Subsidiary complies with the provisions of Section 6.12 and, provided, that to the extent such new Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to a Permitted Acquisitions (Acquisition, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of CFCs and Subsidiaries held directly such merger transactions, such new Subsidiary shall not be required to take the actions set forth in Section 6.12 until the respective acquisition is consummated (at which time the surviving entity of the respective merger transaction shall be required to so comply within ten (10) Business Days (or indirectly by a CFC which Investments are covered by Section 7.03(c)(ivsuch longer period as may be reasonably acceptable to the Administrative Agent in its sole discretion)); (hl) Investments that may arise as a result of the consummation of Permitted Sale and Leaseback Transactions; (m) Investments in connection with Permitted Acquisitions and Permitted Joint Ventures; (n) Investments permitted pursuant to Section 7.02(b) for purposes and in amounts that would otherwise be permitted to be made as Restricted Payments to Holdings pursuant to Sections 7.06(c) through and including (e); provided that the principal amount of any such Investments in the form of loans shall reduce dollar-for-dollar the amounts that would otherwise be permitted to be paid for such purpose in the form of Restricted Payments pursuant to such Sections; (o) Investments in an aggregate amount outstanding not to exceed the Cumulative Credit Availability as of the time such Investments were made; provided, that no such Investments will be permitted under this Section 7.03(o) unless (i) no Default or Event of Default exists or would result therefrom, (ii) at the time that any such Investment is made (and immediately after giving effect thereto and any other related transaction), Holdings shall be in compliance, on a Pro Forma Basis, with (A) Section 7.11(b) and (B) a Consolidated Total Lease Adjusted Leverage Ratio of not more than the lesser of (1) the maximum Consolidated Total Lease Adjusted Leverage Ratio permitted pursuant to Section 7.11(a) at such time less 0.25:1.00 and (2) 5.00:1:00, on the date of the relevant Investment under this Section 7.03(o) and, in each case for the most recent Measurement Period for which financial statements are available prior to such Investment, and (iii) prior to the making of such Investment, Holdings or the Borrower shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer, calculating in reasonable detail the amount of Cumulative Credit Availability immediately prior to such Investment and the amount thereof to be so applied and certifying to the best of such officer’s knowledge, compliance with the requirements of the preceding clauses (i) and (ii) and containing the calculations (in reasonable detail) required by the preceding clause (ii); and (p) other Investments not exceeding $5,000,000 4,000,000 in the aggregate at any timetime outstanding; provided that in connection with any such Investment, the Lien on, and security interest in, such property granted or to be granted in favor of the Administrative Agent under the Collateral Documents shall be maintained or created in accordance with the provisions of Section 6.12.

Investments. Make or hold No Loan Party nor any Investments, Subsidiary of a Loan Party shall make Investments in any Person except: (a) Investments held permitted by the Borrower Sections 6.04 and its Subsidiaries in the form of cash, Cash Equivalents and Bond InvestmentsSection 6.05; (b) Investments in cash and Cash Equivalents; (c) advances to officers, directors and employees of the Borrower and its Subsidiaries in an aggregate amount not to exceed $500,000 1,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in wholly-owned Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,00025,000,000; (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 to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) Closing Date and set forth on Schedule 7.036.07; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(ivin Swap Contracts permitted under 6.22(h));; and (h) so long as no Default or Event of Default shall have occurred and is continuing or would result from such Investment, other Investments not exceeding otherwise permitted under this Section 6.07, which when aggregated with all other Investments made by the Loan Parties and Subsidiaries of Loan Parties pursuant to this clause (h) and the aggregate outstanding loans and advances made by the Loan Parties and Subsidiaries of Loan Parties under Section 6.05(e) do not exceed $5,000,000 20,000,000 in the aggregate outstanding at any one time.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries in the form of cash, cash or Cash Equivalents and Bond InvestmentsEquivalents; (b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereofClosing Date, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in wholly-owned Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from after the date hereof Closing Date not to exceed $5,000,000; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof Closing Date (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC (which Investments are covered by Section 7.03(c)(iv)); (h) Investments in securities of account debtors received (i) pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such account debtors or (ii) in settlement of litigation or other disputes; (i) Instruments of assurance provided by any Loan Party in favor of auditors with respect to Foreign Subsidiaries in the ordinary course of business; and (j) Investments not exceeding otherwise permitted pursuant to the foregoing clauses in an amount not to exceed $5,000,000 1,000,000 in the aggregate at any timetime outstanding.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries or such Subsidiary in the form of cash, Cash Equivalents and Bond Investmentscash equivalents or short-term marketable debt securities; (b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 250,000.00 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (c) Investments (i) Investments by the of Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereofany Wholly-Owned Subsidiary, (ii) additional Investments by the of Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties or any Wholly-Owned Subsidiary in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,0002,000,000.00 in the aggregate in any 12-month period, and (iii) of any Wholly-Owned Subsidiary in Borrower or in another Wholly-Owned Subsidiary; (d) Investments of Borrower or its Subsidiaries for strategic purposes in non-Subsidiary joint ventures, not to exceed $2,000,000.00 individually in any 12-month period; provided, however, Investments permitted under this Section 7.02(d) shall not be construed to increase the $5,000,000.00 limit on new acquisitions described in Section 7.02(f) below; (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 to the extent reasonably necessary in order to prevent or limit loss; (ef) Investments in (i) the acquisition by Borrower of the assets of (A) IMPro Technologies, LP, (B) Arminus, Inc., d/b/a Pacific Technical Services, and (C) Space Science Services, Inc. and (ii) other acquisitions of assets and/or Equity Interests; provided that, with respect to any such other acquisitions (and, for purposes of clarity, not the acquisitions described in the foregoing clause (i)), all of the following shall have been satisfied: (A) the cash portion of the purchase price (paid at closing and in the first 12 months thereafter) with respect to such other acquisition shall not exceed $7,000,000.00 in the aggregate in any 12-month period; (B) there shall not be more than two such other acquisitions in any 12- month period where the cash portion of the purchase price (paid at closing and in the first 12 months thereafter) with respect to any such other acquisition exceeds $3,000,000.00; (C) immediately following each such other acquisition, the amount by which the Aggregate Revolving Loan Commitments exceed the Total Revolving Loan Outstandings shall not be less than $5,000,000.00; (D) the acquired Person shall be in a line of business substantially similar to the business conducted by Borrower or its Subsidiaries; (E) pro-forma compliance with the financial covenants set forth and contained in Section 6.12 can be evidenced by Borrower to the reasonable satisfaction of Agent and Required Lenders; and (F) no Default shall have occurred and be continuing as of the date any such other acquisition is closed; provided, however, that, in the case of any acquisition described in either of the foregoing clauses (i) and (ii), notice of any such other acquisition shall be delivered to the Agent no later than 15 days prior to the date of the closing of such other acquisition, and all material acquisition documents shall promptly be delivered to the Agent upon the Agent’s request; and (g) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv)); (h) other Investments not exceeding $5,000,000 in the aggregate at any time.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries in the form of cash, cash or Cash Equivalents and Bond Investments; (b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposesEquivalents; (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, and (iii) additional Investments by any Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in wholly-owned Subsidiaries that are not Loan Parties (other than Parties, subject to the Inactive Subsidiaries, limitations set forth in which no further Investments shall be permittedSection 7.03(g) in an aggregate amount invested from the date hereof not to exceed $5,000,000below; (dc) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (ed) Guarantees permitted by Section 7.02; (fe) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i7.03(b)(i)) and set forth on Schedule 7.03; (gf) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC CFC, which Investments are covered by Section 7.03(c)(iv7.03(b)(iv));; and (hg) (x) other Investments so long as, both before and immediately after giving effect to such Investments, the Consolidated Leverage Ratio is less than 2.5 to 1.0 on a Pro Forma Basis; or (y) other Investments that together with Investments permitted under Section 7.03(b)(iv) and 7.03(f) in an aggregate amount not exceeding to exceed $20,000,000 so long as, both before and immediately after giving effect to the incurrence of such Investments, the Consolidated Leverage Ratio is greater than or equal to 2.5 to 1.0 and less than 3.0 to 1.0 on a Pro Forma Basis; or (y) other Investments that together with Investments permitted under Section 7.03(b)(iv) and 7.03(f) in an aggregate amount not to exceed $5,000,000 in so long as, both before and immediately after giving effect to the aggregate at any timeincurrence of such Investments, the Consolidated Leverage Ratio is greater than or equal to 3.0 to 1.0 on a Pro Forma Basis.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries in the form of cash, cash or Cash Equivalents and Bond Investments(or any other Investments by a Broker-Dealer Subsidiary in the ordinary course of business); (b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 2,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties Parties, and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties Borrower and its Subsidiaries in Subsidiaries that are not Loan Parties (other than Parties; provided, that, the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof of all such Investments permitted pursuant to clause (c)(iv) shall not to exceed $5,000,000; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.027.02 (other than by reference to this Section 7.03 (or any clause hereof)); (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv))Acquisitions; (h) Investments in securities of trade creditors, customers and other obligors in the ordinary course of business received in connection with the settlement of debts, the satisfaction of judgments, settlements, compromises or resolutions of litigation, arbitration or other disputes, upon foreclosure or pursuant to any plan of reorganization or liquidation or similar arrangement upon the bankruptcy or insolvency of such trade creditors, customers or other obligors; (i) Investments by any Loan Party or a Broker-Dealer Subsidiary in a Broker-Dealer Subsidiary, and (ii) Investments by any Loan Party or any Broker-Dealer Subsidiary in the form of the purchase by such Person of any Investment held by a Broker-Dealer Subsidiary, in each case, with the intent of permitting such Broker-Dealer Subsidiary to finance the working capital needs of such Broker-Dealer Subsidiary or to comply with requirements of Section 7.20; provided, that, the aggregate amount of all such Investments (other than Investments made to cause a Broker-Dealer Subsidiary to be in compliance with Section 7.20) shall not exceed $50,000,000 at any one time outstanding; (j) Swap Contracts permitted by Section 7.02(e); (k) Investments by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ UK made pursuant to the UK Cash Management Agreement in an aggregate amount not to exceed $150,000,000 at any one time outstanding (“UK Cash Management Investments”); (l) Investments in joint ventures made after the Closing Date in an aggregate amount not to exceed $5,000,000 at any one time outstanding; (m) good faith ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits in connection with any letter of intent or purchase agreement with respect to a Permitted Acquisition or an Investment permitted by this Section 7.03; provided, that, not more than ten (10%) of the purchase price in respect of such letter of intent or purchase agreement has been deposited as a ▇▇▇▇ ▇▇▇▇▇▇▇ money deposit; (n) deposits in connection with obligations in respect of the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capitalized Leases), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business for sums not more than ninety (90) days overdue or being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP; (o) deposits in the ordinary course of business consistent with past practices to secure the performance of operating leases and payment of utility contracts; (p) Investments arising out of the receipt by the Borrower or any of its Subsidiaries of non-cash consideration for the sale of assets permitted under Section 7.05; and (q) other Investments not exceeding otherwise permitted by this Section 7.03 in an aggregate amount not to exceed $5,000,000 in the aggregate 10,000,000 at any timeone time outstanding.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Restricted Subsidiaries in the form of cash, cash and Cash Equivalents and Bond InvestmentsEquivalents; (b) advances to officers, directors and employees of the Borrower and Restricted Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous the ordinary business purposescourse of business; (i) Investments by the Borrower and its Restricted Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Restricted Subsidiaries in Loan Parties, (iii) additional Investments by Restricted Subsidiaries of the Borrower that are not Loan Parties in other Restricted Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,00020,000,000; (d) Investments consisting of extensions of credit in the nature of constituting (i) accounts receivable arising, (ii) trade debt granted and trade accounts created or notes receivable arising from prepaid, or (iii) deposits made by Borrower or a Subsidiary in connection with (A) the grant purchase price of trade credit goods or services, or (B) utilities, security deposits, leases and similar prepaid expenses in each case in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit lossand suppliers; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv)); (h) other Investments by the Borrower and its Restricted Subsidiaries not exceeding otherwise permitted under this Section 7.03 in an aggregate amount from the date hereof not to exceed $5,000,000 20,000,000; (i) Investments in Secured Hedge Agreements not entered for speculative purposes, to the extent permitted under Section 7.02(a); (j) Investments in negotiable instruments deposited or to be deposited for collection in the aggregate at any timeordinary course of business; (k) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; and (l) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05.

Investments. Make or hold No Loan Party nor any Investments, Subsidiary of a Loan Party shall make Investments in any Person except: (a) Investments held permitted by the Borrower Sections 6.04 and its Subsidiaries in the form of cash, Cash Equivalents and Bond InvestmentsSection 6.05; (b) Investments in cash and Cash Equivalents; (c) advances to officers, directors and employees of the Borrower and its Subsidiaries in an aggregate amount not to exceed $500,000 5,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in wholly-owned Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof hereof, together with any Investments made pursuant to Section 6.07(i), not to exceed the greater of (A) $5,000,00050,000,000 or (B) 15% of Consolidated EBITDA as of the end of the period of four Fiscal Quarters most recently for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or (b); (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 to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) Closing Date and set forth on Schedule 7.036.07; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv)in Swap Contracts permitted under 6.22(h); (h) so long as no Default or Event of Default shall have occurred and is continuing or would result from such Investment, other Investments not exceeding otherwise permitted under this Section 6.07, which when aggregated with all other Investments made by the Loan Parties and Subsidiaries of Loan Parties pursuant to this clause (h) and the aggregate outstanding loans and advances made by the Loan Parties and Subsidiaries of Loan Parties under Section 6.05(e) do not exceed the greater of (i) $5,000,000 125,000,000 or (ii) 25% of Consolidated EBITDA as of the end of the period of four Fiscal Quarters most recently for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or (b), in the aggregate outstanding at any one time; (i) Investments made by the any Loan Party in or to any non-wholly owned Subsidiary or joint venture, including Guarantees of Debt of such Subsidiaries and any joint ventures; provided that the aggregate amount of such Investments by the Loan Parties, together with Investments pursuant to Section 6.07(d)(iv), shall not exceed the greater of (i) $50,000,000 or (ii) 15% of the Consolidated EBITDA as of the end of the period of four Fiscal Quarters most recently for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or (b), in the aggregate outstanding at any one time; (j) to the extent constituting an Investment, all or any portion of the Arkansas Revenue Bond Transaction; (k) other Investments so long as after giving effect to such Acquisition on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuing or would result therefrom, and the Borrower shall deliver to the Administrative Agent a Compliance Certificate demonstrating that the Loan Parties would be in pro-forma compliance with the covenants set forth in Section 6.03 (as calculated as of the most recently ended Fiscal Quarter for which the Borrower is then required to have delivered quarterly financial statements in accordance with Section 6.01(a) or (b)).

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its the Restricted Subsidiaries in the form of cash, Cash Equivalents and Bond InvestmentsEquivalents; (b) Investments consisting of loans and advances to officers, directors and employees of Holdings and its Restricted Subsidiaries to finance the Borrower purchase of capital stock of Holdings and Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes, in an aggregate amount not to exceed $2.5 million at any time outstanding; (i) Investments outstanding on the Closing Date by the Borrower and its Restricted Subsidiaries in their respective Subsidiaries outstanding on the date hereofSubsidiaries, (ii) additional Investments by the Borrower and its Restricted Subsidiaries in Restricted Subsidiaries that are Loan PartiesParties at the time of the making of such Investment, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties (including Foreign Subsidiaries) in other Restricted Subsidiaries that are not Loan Parties ((including Foreign Subsidiaries), and (iv) so long as no Default has occurred and is continuing or Event of Default then exists or would result from such Investmentarise therefrom, additional Investments by the Loan Parties in Restricted Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from when taken together with all purchases and acquisitions referred to in Section 7.03(h)(ii), during the date hereof term of this Agreement not to exceed (A) the greater of (x) $5,000,00025.0 million and (y) 3% of total Consolidated assets of Borrower and its Restricted Subsidiaries as of the last day of the most recently completed Measurement Period (net of any cash return of principal or capital on any such Investment, purchases or acquisitions made pursuant to this Section 7.03(c)(iv) or Section 7.03(h)(ii) or Section 7.03(l) to Borrower or a Subsidiary Guarantor that is not applied pursuant to the parenthetical phrase in Section 7.03(h)(ii)(y) or Section 7.03(l)(x)) plus (B) an amount equal to the amount of cash distributions to the Borrower or a Subsidiary Guarantor following the Closing Date from the Foreign Subsidiaries that has not been redistributed to any Foreign Subsidiary; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.035.07(e) and any modification, replacement, renewal, reinvestment or extension of any of the foregoing that does not increase the amount thereof; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by in Swap Contracts permitted under Section 7.03(c)(iv)7.02(a); (h) the purchase or other acquisition of all of the Equity Interests in, or all or substantially all of the property, or assets comprising a business unit, of, any Person; provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.03(h) (each such purchase or acquisition, a “Permitted Acquisition”): (i) any such newly-created or acquired Restricted Subsidiary as a result of any such transaction shall comply with the applicable requirements of Section 6.12; (ii) any such purchase or other acquisition that, upon the consummation thereof, does not result in the assets or property so purchased or acquired being wholly-owned directly by the Borrower or one or more Subsidiary Guarantors or, in the case of any acquisition of Equity Interests that does not result in the Person(s) so acquired becoming a Subsidiary Guarantor(s), in each case, within 10 Business Days after such purchase or acquisition shall not exceed, together with all such other purchases or other acquisitions and all Investments referred to in Section 7.03(c), the greater of (x) $25.0 million and (y) 3% of total Consolidated assets of Borrower and its Restricted Subsidiaries as of the last day of the most recently completed Measurement Period (net of any cash return of principal on capital on any acquisition, purchase or Investment made pursuant to this Section 7.03(h)(ii) or Section 7.03(c)(iv) or Section 7.03(l) to Borrower or a Subsidiary Guarantor that is not applied pursuant to the parenthetical phrase in Section 7.03(c)(iv)(y) or 7.03(l)(x)); (iii) [reserved]; (iv) immediately before and immediately after giving effect to any such purchase or other acquisition, no Event of Default shall have occurred and be continuing; and (v) the Borrower shall have delivered to the Administrative Agent, on or 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 (h) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition (other than the requirements of clause (i), which will be satisfied as required by Section 6.12); (i) Investments resulting from the issuance of Indebtedness of Holdings to the Borrower or any of the Restricted Subsidiaries in an amount not to exceed the amount necessary to permit Holdings to pay (i) so long as no Event of Default shall have occurred and be continuing at the time thereof or would result therefrom, reasonable and customary corporate and out-of-pocket operating expenses actually payable to persons that are not Affiliates relating to maintaining its ownership interest in the Borrower (including reasonable out-of-pocket expenses for legal, administrative and accounting services provided by third parties, and compensation, benefits and other amounts payable to officers and employees in connection with their employment in the ordinary course of business and to board of director observers), (ii) franchise fees or similar Taxes and fees required to maintain its corporate existence, (iii) any income Taxes imposed on Holdings or its direct or indirect parent of Holdings as the common parent of a consolidated, combined or similar Tax group of which the Borrower and/or its Restricted Subsidiaries are members, up to an amount not to exceed the amount of any such income Taxes that the Borrower and its Restricted Subsidiaries would have been required to pay on a separate company (or a stand-alone Tax group) basis (reduced by any income Taxes paid directly by the Borrower or its Restricted Subsidiaries); provided that in determining the hypothetical income Tax liability of the Borrower and/or its Restricted Subsidiaries on a separate company (or a stand-alone Tax group) basis for the purpose of clause (iii), any interest expense on any Indebtedness incurred by Holdings shall be treated as the interest expense of the Borrower; provided further that any payments by Borrower or any of its Restricted Subsidiaries attributable to the income of any Unrestricted Subsidiary shall be permitted only to the extent that cash payments were made for such purpose by such Unrestricted Subsidiary to the Borrower or to any of its Restricted Subsidiaries and (iv) all costs or fees incurred in compliance with or in anticipation of compliance with Securities Laws and state securities Laws; (j) promissory notes and other non-cash consideration that is permitted to be received in connection with Dispositions permitted by Section 7.05; (k) any Investments made with the proceeds received by or contributed to the Borrower from the substantially concurrent issuance of new Equity Interests (other than Disqualified Equity Interests) issued by Holdings and not used for any other purpose permitted under this Agreement; (l) without duplication of any other Investments permitted hereunder, other Investments by the Borrower or any of the Restricted Subsidiaries not exceeding (x) $5,000,000 10.0 million in any Fiscal Year (with the unused portion of such scheduled amount available for use in any succeeding Fiscal Year), net of any cash return to the Borrower and its Restricted Subsidiaries of principal or capital of any such Investment or (y) $25.0 million in the aggregate at (net of any timecash return of principal or capital of any Investment, purchase or acquisition made pursuant to this Section 7.03(l) or Section 7.03(c)(iv) or 7.03(h)(ii) to the Borrower or a Subsidiary Guarantor that is not applied pursuant to the parenthetical phrase in Section 7.03(c)(iv)(y) or 7.03(h)(ii)); (m) so long as no Event of Default shall have occurred and be continuing or would result from the making of any such Investment, Investments in an amount not to exceed the Available Amount; (n) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings (or any direct or indirect parent thereof); (o) Investments held by a Restricted Subsidiary acquired after the Closing Date or of a Person merged into the Borrower or merged or consolidated with a Restricted Subsidiary in accordance with Section 7.04 after the Closing Date (other than existing Investments in subsidiaries of such Subsidiary or Person, which must comply with the requirements of Sections 7.02(h) or (l)) to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; and (p) Guarantees by the Borrower or any of the Restricted Subsidiaries of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business.

Investments. Make or hold The Borrower will not, and will not permit any InvestmentsRestricted Subsidiary to, make any Investment in any Person, except: (a) (i) Investments held by the Borrower and its in Subsidiaries in existence on the form Effective Date and (ii) other Investments in existence on the Effective Date and described on Schedule 6.05 and any renewal or extension of cash, Cash Equivalents and Bond Investmentsany such Investments that does not increase the amount of the Investment being renewed or extended (as determined as of such date of renewal or extension); (b) advances Investments by any Loan Party in or to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposesother Loan Party; (ic) Investments by the Borrower and its Subsidiaries any Restricted Subsidiary that is not a Loan Party in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in or to any Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower Party or any other Restricted Subsidiary that are is not a Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive SubsidiariesParty; provided that, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not case of any loan or advance made by any such Restricted Subsidiary to exceed $5,000,000any Loan Party, such loan or advance is unsecured and subordinated to the Obligations pursuant to the Subordinated Intercompany Note; (d) to the extent constituting Investments, Investments consisting in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of extensions of credit mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the nature oil and gas exploration and production business located within the geographic boundaries of the United States of America; (e) Permitted Acquisitions; (f) accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction connection with the bankruptcy or partial satisfaction thereof from financially troubled account debtors reorganization of suppliers and customers or in settlement of delinquent obligations of, and other disputes with, customers and suppliers to the extent reasonably necessary in order to prevent or limit loss; (eg) Guarantees Investments received in consideration for a Disposition permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv))6.08; (h) Investments consisting of Swap Agreements permitted under Section 6.13; (i) cash equivalents; (j) Guarantees constituting Indebtedness permitted by Section 6.03; (k) other Investments (including Investments in Unrestricted Subsidiaries) in an aggregate amount not exceeding to exceed $5,000,000 50,000,000 at any time outstanding; (l) extensions of trade credit and purchases of Property and services in the aggregate at ordinary course of business; (m) Investments made with Equity Interests of the Borrower; and (n) other Investments (including Investments in Unrestricted Subsidiaries) so long as, after giving pro forma effect to the making of any timesuch Investment, the Payment Conditions are satisfied. For purposes of determining the amount of any Investment outstanding for purposes of this Section 6.05, such amount shall be deemed to be the amount of such Investment when made, purchased or acquired (without adjustment for subsequent increases or decreases in the value of such Investment), less any amount realized in respect of such Investment upon the Disposition, collection or return of capital (not to exceed the original amount invested).

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Restricted Subsidiaries in the form of cash, Cash Equivalents and Bond InvestmentsEquivalents; (b) advances to officers, directors and employees of the Borrower and Restricted Subsidiaries in an aggregate amount not to exceed $500,000 3,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (c) (i) Investments by the Borrower and its Restricted Subsidiaries in their respective Restricted Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Restricted Subsidiaries in Loan Parties, and (iii) additional Investments by Restricted Subsidiaries of the Borrower that are not Loan Parties in other Restricted Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000Parties; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit lossdebtors; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03; (g) Permitted Acquisitions (other than by purchase or merger) provided that (i) the Borrower or a Subsidiary Guarantor is the acquiring or surviving entity; (ii) no Default or Event of CFCs Default exists and the Acquisition could not reasonably be expected to cause a Default or Event of Default; (iii) after giving effect to such Acquisition on a pro forma basis, the Borrower and its Restricted Subsidiaries held directly would have been in compliance with all of the covenants contained in this Agreement, including, without limitation, Sections 7.11(a) and 7.11(b) as of the end of the most recent fiscal quarter; (iv) the requirements of Sections 6.12 and 7.07 are satisfied and the target is not hostile; (v) if such Acquisition is of Equity Interests, the issuer of such Equity Interests shall be an entity organized under the laws of the United States; and (vi) the Administrative Agent shall have received, at least five (5) Business Days prior to the date on which any such Acquisition is to be consummated, a certificate of a Responsible Officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders, certifying that all of the requirements set forth in this Section 7.03(g) have been satisfied or indirectly by a CFC will be satisfied on or prior to the date on which Investments are covered by Section 7.03(c)(iv))such Acquisition is consummated; (h) other Investments consisting of debt securities as partial consideration for the Disposition of assets to the extent permitted by Section 7.05(f); (i) Investments by the Borrower and its Restricted Subsidiaries in joint ventures not exceeding $5,000,000 50,000,000 in the aggregate; provided that any Equity Interests in any such joint venture shall be pledged to the Administrative Agent for the ratable benefit of the Secured Parties under the Security Agreement and the Administrative Agent shall have received such other items in connection therewith as may be required by Section 6.12(b); and (j) Investments (including, but not limited to, Investments in Equity Interests, intercompany loans, and unsecured Guarantees of Indebtedness otherwise expressly permitted hereunder) after the Closing Date by Loan Parties in Unrestricted Subsidiaries in an aggregate amount (valued at the time of the making thereof and without giving effect to any write-downs or write-offs thereof) not to exceed an amount equal to the sum of, without duplication, $50,000,000 in the aggregate at plus any timereturn of capital actually received by the Borrower or any Restricted Subsidiary in respect of other investments made by them pursuant to this clause (j); (k) so long as no Default has occurred and is continuing or would result from such Investment, other Investments (other than Investments in Unrestricted Subsidiaries) not exceeding $50,000,000 in the aggregate in any fiscal year of the Borrower.

Investments. Make or hold permit to exist any Investments, except: (a) Investments held cash and Cash Equivalents of or to be owned by the Borrower and its Subsidiaries in the form of cash, Cash Equivalents and Bond Investmentsor a Subsidiary; (b) Investments existing on, or contractually committed as of, the Closing Date and set forth on Schedule 8.02 and any extensions, renewals or reinvestments thereof, so long as the aggregate amount of any Investment pursuant to this clause (b) is not increased at any time above the amount of such Investment existing on the Closing Date, unless such increase is permitted by any clause of this Section 8.02 (other than by this clause (b)), in which case the capacity of such other clause shall be reduced by such increase; (c) to the extent not prohibited by applicable Law, advances to officers, directors and employees and consultants of the Borrower and Subsidiaries made for travel, entertainment, relocation and other ordinary business purposes in an aggregate amount not to exceed $500,000 5.0 million at any time outstandingoutstanding or, for travelto the extent not used as part of or to increase the Cumulative Credit, entertainment, relocation and analogous ordinary business purposes; (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries connection with such person’s purchase of equity of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000Borrower; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit lossloss and any prepayments and other credits to suppliers, clients, developers or purchasers or sellers of goods or services made in the ordinary course of business; (e) Guarantees permitted except to the extent constituting an Acquisition, Investments by Section 7.02the Borrower and Domestic Subsidiaries in Domestic Credit Parties; (f) Investments existing on by the date hereof (other than those referred Borrower and Domestic Subsidiaries in Foreign Subsidiaries in an aggregate amount at any time not to in Section 7.03(c)(i)) exceed the greater of $75.0 million and set forth on Schedule 7.033.0% of Consolidated Total Assets at such time; (g) Permitted Acquisitions Investments by Foreign Subsidiaries in any member of the Consolidated Group (including other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv)Foreign Subsidiaries); (h) other Support Obligations incurred pursuant to Section 8.03; (i) Investments not exceeding $5,000,000 comprised of Permitted Acquisitions; (j) advances in the aggregate ordinary course of business to secure developer contracts of the Borrower and its Subsidiaries; (k) Investments at any time outstanding in an aggregate amount not to exceed $75.0 million plus, so long as (x) no Default shall have occurred and be continuing or exist after giving effect thereto and, (y) after giving effect on a Pro Forma Basis to the Investment to be made, as of the last day of the most recently ended fiscal quarter at the end of which financial statements were required to have been delivered pursuant to Section 7.01(a) or (b) (or, prior to such first required delivery date for such financial statements, as of the last day of the most recent period referred to in the first sentence of Section 6.05), the Borrower would be in compliance with Section 8.10, the amount of the Cumulative Credit at such time8.10 (and if the Investment is greater than $15.0 million, then the Borrower shall deliver a certificate of a Responsible Officer as to the satisfaction of the requirements in this clause (y)) and (z) in the case of an Investment in any member of the Live Nation Group only, no Live Nation Default shall have occurred and be continuing after giving effect thereto, the amount of the Cumulative Credit at such time; provided that if any Investment is made pursuant to this Section 8.02(k) in any Person that is not a Domestic Credit Party and such Person thereafter becomes a Domestic Credit Party, such Investment shall thereafter be deemed to have been made pursuant to Section 8.02(e); (l) Investments representing non-cash consideration received in connection with any Subject Disposition permitted pursuant to Section 8.05; (m) Investments contemplated by Section 8.12; (n) Swap Contracts allowed by Section 8.03(d); (o) Investments resulting from pledges and deposits under Section 8.01(f), (l) or (r); (p) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with or judgments against, customers and suppliers, in each case in the ordinary course of business or Investments acquired by the Borrower as a result of a foreclosure by the Borrower or any of the Subsidiaries with respect to any secured Investments or other transfer of title with respect to any secured Investment in default; (q) loans or advances or other similar transactions with customers, distributors, clients, developers, suppliers or purchasers or sellers of goods or services, in each case, in the ordinary course of business, regardless of frequency; (r) to the extent not used as part of or increasing the Cumulative Credit, any Investment procured solely in exchange for the issuance of Qualified Capital Stock; (s) Investments to the extent consisting of the redemption, purchase, repurchase or retirement of any common Capital Stock permitted under Section 8.06; (t) advances in the form of a prepayment of expenses, so long as such expenses are being paid in accordance with customary trade terms of the Borrower or such Subsidiary; (u) guarantees by the Borrower or any Subsidiary of operating leases or of other obligations that do not constitute Indebtedness, in each case entered into by the Borrower or any Subsidiary in the ordinary course of business; (v) Investments consisting of the non-exclusive licensing of intellectual property pursuant to joint marketing arrangements with other Persons otherwise permitted hereunder; and (w) Investments by the Borrower or any Guarantor in any Foreign Subsidiary consisting solely of (x) the contribution or other Disposition of Capital Stock or Indebtedness of any other Foreign Subsidiary held directly by the Borrower or such Guarantor in exchange for Indebtedness, Capital Stock (or additional share premium or paid in capital in respect of Capital Stock) or a combination thereof of the Foreign Subsidiary to which such contribution is made or (y) an exchange of Capital Stock of such Foreign Subsidiary for Indebtedness of such Foreign Subsidiary.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries in the form of cash, Cash Equivalents and Bond Investments; (b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and , (ii) Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors in the ordinary course of business or to the extent reasonably necessary in order to prevent or limit loss; (eiii) Guarantees permitted by Section 7.02Investments in cash and Cash Equivalents; (fiv) Indebtedness permitted to be incurred pursuant to Section 7.02(b)(iv), 7.02(b)(v), 7.02(b)(vi) or 7.02(b)(vii); (v) Investments entered into in connection with Alternate Transactions permitted pursuant to Section 7.05; (vi) Investments existing on the date hereof Closing Date and (to the extent individually in excess of $100,000,000 (other than those referred to in Section 7.03(c)(iintercompany Investments among the Subsidiary Guarantors)) and set forth listed on Schedule 7.035.08(c) of the Disclosure Letter; (gvii) Permitted Acquisitions Restricted Payments permitted pursuant to Section 7.02(e); and (viii) without duplication of Restricted Payment pursuant to Section 7.02(e)(ii) and other than with Unrestricted Cash of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv)); (h) other Investments not exceeding $5,000,000 the Borrower included in the aggregate at any timeRequired Borrowing Base, so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower and each Subsidiary Guarantor may make Investments in the form of unsubordinated loans to AGFC and American General Finance, Inc. and AGFC may make Investments in the form of unsubordinated loans to American General Finance, Inc., in each case, in an amount not to exceed the amount necessary to pay principal and interest payments on AGFC’s (or American General Finance, Inc.’s) Indebtedness to the extent such payments are due and payable within 24 months of the date of such Investment; so long as the proceeds thereof are promptly used by AGFC (or American General Finance, Inc.) to make such payment of principal and/or interest.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries in the form of cash, Cash Equivalents and Bond InvestmentsEquivalents; (b) loans and advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 15,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (ic) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in a Loan PartiesParty (other than Holdings), (iii) Investments by any Subsidiary in the Borrower, (iv) so long as the Collateral Release Date has not occurred or a Guaranty Release Period is not then in effect, additional Investments by Subsidiaries of the Borrower in its Domestic Subsidiaries, (v) if the Collateral Release Date has occurred or a Guaranty Release Period is then in effect, additional Investments by the Borrower and its Subsidiaries in its Domestic Subsidiaries made after the Collateral Release Date or during such Guaranty Release Period that do not exceed $50,000,000 in the aggregate at any one time outstanding (exclusive of any Investments made prior to the Collateral Release Date or during any period of time that is not a Guaranty Release Period), (vi) Investments by Subsidiaries that are not Loan Parties in other Subsidiaries that are not Loan Parties (limited, in the case of Investments in Foreign Subsidiaries, to the amount set forth in the following clause (vii)), and (ivvii) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in and Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) Foreign Subsidiaries in an aggregate amount invested from the date hereof outstanding at any time not to exceed $5,000,00050,000,000; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv)); (h) other Investments not exceeding $5,000,000 in the aggregate at any time.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its the Subsidiaries in the form of cash, Cash Equivalents and Bond InvestmentsEquivalents; (b) Investments consisting of loans and advances to officers, directors and employees of Holdings (or any direct or indirect parent thereof) and its Subsidiaries to finance the Borrower purchase of capital stock of Holdings (or any direct or indirect parent thereof) and Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes, in an aggregate amount not to exceed $2.5 million at any time outstanding; (i) Investments outstanding on the Closing Date by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereofSubsidiaries, (ii) additional Investments by the Borrower and its Subsidiaries in Subsidiaries that are Loan PartiesParties at the time of the making of such Investment, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties (including Foreign Subsidiaries) in other Subsidiaries that are not Loan Parties ((including Foreign Subsidiaries), and (iv) so long as no Default has occurred and is continuing or Event of Default then exists or would result from such Investmentarise therefrom, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from when taken together with all purchases and acquisitions referred to in Section 7.03(h)(ii), during the date hereof term of this Agreement not to exceed (A) the greater of (x) $5,000,00035.0 million and (y) 50% of total Consolidated assets of Borrower and its Subsidiaries as of the last day of the most recently completed Measurement Period (net of any cash return of principal or capital on any such Investment, purchases or acquisitions made pursuant to this Section 7.03(c)(iv) or Section 7.03(h)(ii) or Section 7.03(l) to Borrower or a Subsidiary Guarantor that is not applied pursuant to the parenthetical phrase in Section 7.03(h)(ii)(y) or Section 7.03(l)(x)) plus (B) an amount equal to the amount of cash distributions to the Borrower or a Subsidiary Guarantor following the Closing Date from the Foreign Subsidiaries that has not been redistributed to any Foreign Subsidiary; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.035.07(e) and any modification, replacement, renewal, reinvestment or extension of any of the foregoing that does not increase the amount thereof; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by in Swap Contracts permitted under Section 7.03(c)(iv)7.02(a); (h) the purchase or other acquisition of all of the Equity Interests in, or all or substantially all of the property, or assets comprising a business unit, of, any Person; provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.03(h) (each such purchase or acquisition, a “Permitted Acquisition”): (i) any such newly-created or acquired Subsidiary as a result of any such transaction shall comply with the applicable requirements of Section 6.12; (ii) any such purchase or other acquisition that, upon the consummation thereof, does not result in the assets or property so purchased or acquired being wholly-owned directly by the Borrower or one or more Subsidiary Guarantors or, in the case of any acquisition of Equity Interests that does not result in the Person(s) so acquired becoming a Subsidiary Guarantor(s), in each case, within 45 days after such purchase or acquisition shall not exceed, together with all such other purchases or other acquisitions and all Investments referred to in Section 7.03(c), the greater of (x) $35.0 million and (y) 50% of total Consolidated assets of Borrower and its Subsidiaries as of the last day of the most recently completed Measurement Period (net of any cash return of principal on capital on any acquisition, purchase or Investment made pursuant to this Section 7.03(h)(ii) or Section 7.03(c)(iv) or Section 7.03(l) to Borrower or a Subsidiary Guarantor that is not applied pursuant to the parenthetical phrase in Section 7.03(c)(iv)(A) or 7.03(l)(x)); (iii) [reserved]; (iv) immediately before and immediately after giving effect to any such purchase or other acquisition, no Event of Default shall have occurred and be continuing; and (v) the Borrower shall have delivered to the Administrative Agent, on or 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 (h) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition (other than the requirements of clause (i), which will be satisfied as required by Section 6.12); (i) Investments resulting from the issuance of Indebtedness of Holdings (or any direct or indirect parent thereof) to the Borrower or any of the Subsidiaries in an amount not to exceed the amount necessary to permit Holdings (or any direct or indirect parent thereof) to pay (i) so long as no Event of Default shall have occurred and be continuing at the time thereof or would result therefrom, reasonable and customary corporate and out-of-pocket operating expenses actually payable to persons that are not Affiliates relating to maintaining its ownership interest in the Borrower (including reasonable out-of-pocket expenses for legal, administrative and accounting services provided by third parties, and compensation, benefits and other amounts payable to officers and employees in connection with their employment in the ordinary course of business and to board of director observers), (ii) franchise fees or similar Taxes and fees required to maintain its corporate existence, (iii) any income Taxes imposed on Holdings (or any direct or indirect parent thereof) as the common parent of a consolidated, combined or similar Tax group of which the Borrower and/or its Subsidiaries are members, up to an amount not to exceed the lesser of (A) the amount of any such income Taxes that the Borrower and its Subsidiaries would have been required to pay on a separate company (or a stand-alone Tax group) basis (reduced by any income Taxes paid directly by the Borrower or its Subsidiaries) and (B) the actual consolidated income tax liability of the consolidated, combined or similar Tax group of which Holdings (or any direct or indirect parent thereof) is the common parent, and (iv) all costs or fees incurred in compliance with or in anticipation of compliance with Securities Laws and state securities Laws; (j) promissory notes and other non-cash consideration that is permitted to be received in connection with Dispositions permitted by Section 7.05; (k) any Investments made with the proceeds received by or contributed to the Borrower from the substantially concurrent issuance of new Equity Interests (other than Disqualified Equity Interests) issued by Holdings and not used for any other purpose permitted under this Agreement; (l) without duplication of any other Investments permitted hereunder, other Investments by the Borrower or any of the Subsidiaries not exceeding (x) the greater of (A) $5,000,000 50.0 million and (B) 100% of Consolidated Adjusted EBITDA in any Fiscal Year (with the unused portion of such scheduled amount available for use in any succeeding Fiscal Year), net of any cash return to the Borrower and its Subsidiaries of principal or capital of any such Investment or (y) the greater of (A) $50.0 million and (B) 100% of Consolidated Adjusted EBITDA in the aggregate (net of any cash return of principal or capital of any Investment, purchase or acquisition made pursuant to this Section 7.03(l) or Section 7.03(c)(iv) or 7.03(h)(ii) to the Borrower or a Subsidiary Guarantor that is not applied pursuant to the parenthetical phrase in Section 7.03(c)(iv)(y) or 7.03(h)(ii)); (m) so long as no Event of Default shall have occurred and be continuing or would result from the making of any such Investment, Investments in an amount not to exceed the Available Amount; (n) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings (or any direct or indirect parent thereof); (o) Investments held by a Subsidiary acquired after the Closing Date or of a Person merged into the Borrower or merged or consolidated with a Subsidiary in accordance with Section 7.04 after the Closing Date (other than existing Investments in subsidiaries of such Subsidiary or Person, which must comply with the requirements of Sections 7.02(h) or (l)) to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; (p) Guarantees by the Borrower or any of the Subsidiaries of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (q) Investments of any Loan Party at any time.the time of and immediately after the incurrence of such Investment, on a Pro Forma Basis, the Consolidated Leverage Ratio for the Measurement Period most recently ended prior to the incurrence of such Indebtedness is no greater than 2.00 to 1.00;

Investments. Make or hold any Investments, except: (a) Investments held by the any Borrower and or any of its Subsidiaries in the form of cashCash, Cash Equivalents and Bond Investmentsor short-term marketable securities; (b) advances to officers, directors and employees Investments of the Borrower Borrowers in any Subsidiary or any other Borrower, Investments of any Subsidiary in the Borrowers or in another Subsidiary and Subsidiaries Investments in an aggregate amount not to exceed $500,000 at any time outstandingPerson that, for travelas a result of or in connection with such Investment, entertainment, relocation and analogous ordinary business purposesbecomes or will become a Subsidiary of a Borrower; (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000; (dc) 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 or received in respect of delinquent accounts or in connection with the bankruptcy or reorganization of account debtors or other obligors or in settlements of disputes with obligors, in each case to the extent reasonably necessary in order to prevent or limit loss; (ed) Guarantees permitted by Section 7.027.03; (e) Investments in Non-Core Assets, provided that at all times the Borrowing Group’s Share of Investments in Non-Core Assets has an aggregate book value (i) that does not exceed 7.5% of the Gross Asset Value then in effect, and (ii) that, together with the aggregate book value of the Borrowing Group’s Share of Investments permitted under Sections 7.02(f), (g) and (p), does not exceed 20% of the Gross Asset Value then in effect; (f) Investments existing on in Development Assets, provided that at all times the date hereof Borrowing Group’s Share of Investments in Development Assets has an aggregate book value (other than those referred to i) that does not exceed 10% of the Gross Asset Value then in Section 7.03(c)(ieffect, and (ii) that, together with the aggregate book value of the Borrowing Group’s Share of Investments permitted under Sections 7.02(e), (g) and set forth on Schedule 7.03(p), does not exceed 20% of the Gross Asset Value then in effect; (g) Permitted Acquisitions Investments in Non-Controlled Entities, provided that at all times the Borrowing Group’s Share of Investments in Non-Controlled Entities has an aggregate net book value (other than valued at the Borrowing Group’s Share of CFCs the book value less depreciation and Subsidiaries held directly or indirectly by a CFC which associated Indebtedness) (i) that does not exceed 20% of the Gross Asset Value then in effect, and (ii) that together with the aggregate book value of the Borrowing Group’s Share of Investments are covered by Section 7.03(c)(ivpermitted under Sections 7.02(e), (f) and (p), does not exceed 20% of the Gross Asset Value then in effect; (h) Investments existing on the date hereof; (i) Investments consisting of advances to officers, directors and employees of the Borrowers and their Subsidiaries for travel, entertainment, relocation and similar ordinary business purposes; (j) Investments permitted by Section 7.04; (k) Investments in Intra-Company Debt; (l) Investments in respect of Swap Contracts permitted under Section 7.03(d); (m) Investments in the ordinary course of the Borrowers and their Subsidiaries’ business not otherwise permitted under this Section 7.02, in an aggregate amount at any time outstanding not to exceed $10,000,000 (it being understood that Investments in real estate secured mortgages shall not be considered “in the ordinary course” of the Borrowers and their Subsidiaries’ business); (n) Investments in multi-family apartment projects (including those with de minimis commercial aspects) in fee simple or leasehold interests therein or partnership, joint venture interests or other Investments (including capital contributions or partner loans) in Persons that directly or indirectly own interests in multi-family apartment projects (including those with de minimis commercial aspects) and other real property acquired in connection with any such Investment that the Borrowers or the applicable Subsidiary intend to dispose of as soon as commercially reasonable; (o) Investments (including debt obligations and Equity Interests) received upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment or in connection with the bankruptcy, reorganization or other restructuring of any obligor under Investments held by any Borrower or any Subsidiary of the Borrowers; and (p) subject to the limitations set forth in Sections 7.02(e)(ii), (f)(ii) and (g)(ii), promissory notes and other noncash consideration received in connection with the sale of a Subsidiary or from the sale of assets in a transaction not exceeding $5,000,000 in the aggregate at any timeprohibited hereunder.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries in the form of cash, cash or Cash Equivalents and Bond Investmentsor short-term marketable debt securities; (b) advances to officers, directors and employees of the Borrower and Subsidiaries (i) in an aggregate amount not to exceed $500,000 100,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes, and (ii) after the Closing Date in an aggregate amount not to exceed $500,000 to enable such officers, directors and employees to pay taxes incurred in connection with the exercise of cashless warrants and “▇▇▇▇▇” warrants; (c) Investments (i) Investments by the Borrower and its Subsidiaries other Loan Parties in their respective Subsidiaries outstanding on any Subsidiary of Borrower that is not a Loan Party (or in any Person that will become a Subsidiary of Borrower (but not a Loan Party) upon such Investment), provided that the date hereofaggregate amount of all such Investments in any fiscal year does not exceed $10,000,000, (ii) additional Investments by the Borrower any Loan Party or any Subsidiary in any Loan Party, and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in Borrower or other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000of Borrower; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03; (g) Permitted Acquisitions (promissory notes and other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by non-cash consideration received in connection with Dispositions permitted under Section 7.03(c)(iv))7.05; (h) Investments in the ordinary course of business consisting of endorsements for collection or deposit; (i) to the extent constituting Investments, transactions permitted under Sections 7.02, 7.04, 7.05 and 7.06; (j) the Inmarsat Acquisition; (k) Investments by any Loan Party in RigNet Luxembourg Holdings in the form of intercompany loans and/or capital contributions made substantially concurrent with the closing of the Inmarsat Acquisition or any other Acquisition permitted under this Agreement; (l) any Acquisition if (i) such Acquisition is not hostile, (ii) such Acquisition is of a Person engaged in a similar line of business as Borrower and its Subsidiaries, (iii) Target EBITDA (tested on a trailing twelve-month basis as of the last day of the most recent month) is positive, and (iv) after giving effect thereto, the Consolidated Leverage Ratio (tested as of the last day of the most recent fiscal quarter) is less than (A) 2.75 to 1.00, if such Acquisition is consummated on or prior to June 30, 2015, or (B) 2.25 to 1.00 thereafter; and (m) so long as immediately after giving effect to any such Investment no Event of Default has occurred and is continuing, other Investments not exceeding $5,000,000 3,000,000 in the aggregate at for Borrower and its Subsidiaries in any timefiscal year of Borrower.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower Holdings and its Subsidiaries in the form of cash, cash or Cash Equivalents and Bond InvestmentsInvestments that were cash or Cash Equivalents when made; (b) advances Advances to officers, directors and employees of the Borrower Holdings and its Subsidiaries in an aggregate amount not to exceed $500,000 2,500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (c) (i) Investments by the Borrower Holdings and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower Holdings and its Subsidiaries in Loan PartiesParties (other than Holdings), (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in wholly-owned Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof at any one time outstanding not to exceed $5,000,00020,000,000; (d) intercompany loans and advances to Holdings; provided that such intercompany loans and advances shall be unsecured and expressly subordinated in right of payment to the Obligations; (e) Investments consisting of extensions of customer financing, credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (ef) Investments by any Loan Party in Swap Contracts permitted under Section 7.02; (g) Investments made as a result of the receipt of non-cash consideration from a Disposition in compliance with Section 7.05; (h) Guarantees permitted by Section 7.02; (fi) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv)5.08(e); (hj) the purchase or other acquisition (utilizing any combination of cash, Cash Equivalents and the issuance of Qualified Equity Interests) of all of the Equity Interests in, or all or substantially all of the property of, any Person (or business unit thereof) (the “Target”) that, upon the consummation thereof, will be wholly-owned directly by Holdings or one or more of its wholly-owned Subsidiaries (including as a result of a merger or consolidation) (a “Permitted Acquisition”), including Investments that are acquired in connection with a Permitted Acquisition; provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.03(j): (i) any such newly-created or acquired Subsidiary shall comply with the requirements of Section 6.12; (ii) the lines of business of the Target shall not exceeding $5,000,000 be substantially different from those lines of business conducted by Holdings and its Subsidiaries on the date hereof or any business substantially related or incidental thereto or a reasonable extension thereof; (iii) such purchase or other acquisition shall be consented to by the shareholders or board of directors or other equivalent governing body of the Target; (iv) (A) 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 (B) immediately after giving effect to such purchase or other acquisition, (x) Holdings and its Subsidiaries shall be in Pro Forma Compliance with all of the covenants set forth in Section 7.10, 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 (y) the Consolidated Leverage Ratio for the twelve-month period ended as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01(a) or (b) shall be no more than 2.50 : 1.00 (or, in connection with a Designated Acquisition, 3.00 : 1.00) calculated as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby; and (v) the Lead 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 the aggregate at any time.form of Exhibit N, certifying that all of the requirements set forth in this clause (j) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition;

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower Borrowers and its their Subsidiaries in the form of cash, cash or Cash Equivalents and Bond InvestmentsEquivalents; (b) advances to officers, directors and employees of the Borrower Borrowers and their Subsidiaries in an aggregate amount not to exceed $500,000 150,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (c) (i) Investments by the Borrower Borrowers and its their Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower Borrowers and its their Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower Borrowers that are not Loan Parties in other Subsidiaries that are not Loan Parties and Parties, (iv) so long as no Event of Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than Parties, including, without limitation, the Inactive SubsidiariesExcluded Subsidiary, in which no further Investments shall be permitted) the India Subsidiary and MagicJack and its Subsidiaries in an aggregate amount invested from the date hereof not to exceed $5,000,0002,500,000 per fiscal year; and (v) Investments consisting of Equity Interests obtained in connection with the Permitted BroadSmart Reorganization and/or any other Permitted Transfers; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by to the extent constituting Investments, transactions permitted pursuant to Section 7.03(c)(iv))7.08; (h) Permitted Acquisitions; (i) other Investments not contemplated by the above provisions not exceeding $5,000,000 2,500,000 in the aggregate at in any timefiscal year of the Borrowers; and (j) Dispositions permitted by Section 7.05 and any transfer expressly excluded from the definition of “Disposition” herein.

Investments. Make Except as may be permitted by Section 7.04, make any Acquisition or hold enter into any Investmentsagreement to make any Acquisition, exceptor make, purchase or acquire any Investment, except for: (a) Investments held by the Borrower and its Subsidiaries in Cash Equivalents in the form ordinary course of cash, Cash Equivalents business pursuant to the Borrowers’ usual and Bond Investmentscustomary cash management policies and procedures; (b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposesPermitted Acquisition; (ic) Investments Guarantees constituting Indebtedness to the extent permitted by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000Section 7.03(c); (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, any Loan Party and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit lossany Subsidiary that is not a Joint Venture; (e) Guarantees permitted by Section 7.02Investments in the form of any Swap Contracts (i) the liabilities under which are unsecured and (ii) which are entered into not for speculative purposes but to hedge or mitigate risks to which a Borrower or any Subsidiary has perceived exposure (other than those in respect of the capital stock of a Borrower or any of its Subsidiaries); (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) Closing Date and set forth on Schedule 7.037.02; (g) Permitted Acquisitions (other than Investments in Joint Ventures arising in the ordinary course of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv))business consistent with past practice; (h) other Investments not exceeding $5,000,000 permitted by Section 7.03; and (i) additional Investments by the Borrowers and Significant Subsidiaries in the aggregate at any timeamount invested after the Closing Date of $50,000,000; provided that such Investments will be in Targets or other Persons engaged in one or more business activities that are of a type substantially similar, or reasonably related, to those engaged in by the Borrowers and their Subsidiaries as of the date of this Agreement.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries (i) in the form of cashcash or Cash Equivalents, Cash Equivalents and Bond Investments(ii) pursuant to the Investment Policy; (b) advances loans from any Loan Party to officersany officer, directors and employees director and/or employee of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes100,000; (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Excluded Subsidiaries of the Borrower that are not Loan Parties in other Excluded Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments (other than Investments made under clause 7.03(j) below) by the Loan Parties in Excluded Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof together with any Investments made under clause 7.03(i) below not to exceed $5,000,00015,000,000; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv));; [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (h) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; (i) Investments in Excluded Subsidiaries (x) in accordance with the applicable Tax Equity Documents, Backlever Financing or System Refinancing, as the case may be, in the ordinary course of business, (y) of PV Systems which are in operation as collateral to secure accounts receivable financing in which the net proceeds (after deduction of reasonable fees and expenses) is distributed to Borrower and (z) pursuant to any repurchase of assets permitted by Section 7.02(j); (j) to the extent it constitutes an Investment, the loan by the Borrower of shares of its common stock, par value $.001 per share, under the Share Lending Agreement; and (k) other Investments not contemplated by the above provisions not exceeding $5,000,000 15,000,000 in the aggregate at any timeinvested from the date hereof after taking into account Investments under clause 7.03(c)(iv) above.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries in the form of cash, Cash Equivalents and Bond InvestmentsEquivalents; (b) loans and advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 15,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in a Loan PartiesParty (other than Holdings), (iii) Investments by any Subsidiary in the Borrower, (iv) so long as the Collateral Release Date has not occurred or a Guaranty Release Period is not then in effect, additional Investments by Subsidiaries of the Borrower in its Domestic Subsidiaries, (v) if the Collateral Release Date has occurred or a Guaranty Release Period is then in effect, additional Investments by the Borrower and its Subsidiaries in its Domestic Subsidiaries made after the Collateral Release Date or during such Guaranty Release Period that do not exceed $50,000,000 in the aggregate at any one time outstanding (exclusive of any Investments made prior to the Collateral Release Date or during any period of time that is not a Guaranty Release Period), (vi) Investments by Subsidiaries that are not Loan Parties in other Subsidiaries that are not Loan Parties (limited, in the case of Investments in Foreign Subsidiaries, to the amount set forth in the following clause (vii)), and (ivvii) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in and Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) Foreign Subsidiaries in an aggregate amount invested from the date hereof outstanding at any time not to exceed $5,000,00050,000,000; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv)); (h) other Investments not exceeding $5,000,000 in the aggregate at any time.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its the Restricted Subsidiaries in the form of cash, Cash Equivalents and Bond InvestmentsEquivalents; (b) Investments consisting of loans and advances to officers, directors and employees of Holdings and its Restricted Subsidiaries to finance the Borrower purchase of capital stock of Holdings and Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes, in an aggregate amount not to exceed $2.5 million at any time outstanding; (i) Investments outstanding on the Closing Date by the Borrower and its Restricted Subsidiaries in their respective Subsidiaries outstanding on the date hereof, Subsidiaries; (ii) additional Investments by the Borrower and its Restricted Subsidiaries in Restricted Subsidiaries that are Loan Parties, Parties at the time of the making of such Investment; (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties (including Foreign Subsidiaries) in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Restricted Subsidiaries that are not Loan Parties (other than the Inactive including Foreign Subsidiaries, in which no further Investments shall be permitted); and (iv) in an aggregate amount invested from the date hereof not to exceed $5,000,000[reserved]; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.035.08(e) and any modification, replacement, renewal, reinvestment or extension of any of the foregoing that does not increase the amount thereof; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by in Swap Contracts permitted under Section 7.03(c)(iv)7.02(a); (h) [reserved]; (i) Investments resulting from the issuance of Indebtedness of Holdings to the Borrower or any of the Restricted Subsidiaries in an amount not to exceed the amount necessary to permit Holdings to pay (i) so long as no Event of Default shall have occurred and be continuing at the time thereof or would result therefrom, reasonable and customary corporate and out-of-pocket operating expenses actually payable to persons that are not Affiliates relating to maintaining its ownership interest in the Borrower (including reasonable out-of-pocket expenses for legal, administrative and accounting services provided by third parties, and compensation, benefits and other amounts payable to officers and employees in connection with their employment in the ordinary course of business and to board of director observers), (ii) franchise fees or similar Taxes and fees required to maintain its corporate existence, (iii) any income Taxes imposed on Holdings or its direct or indirect parent of Holdings as the common parent of a consolidated, combined or similar Tax group of which the Borrower and/or its Restricted Subsidiaries are members, up to an amount not to exceed the amount of any such income Taxes that the Borrower and its Restricted Subsidiaries would have been required to pay on a separate company (or a stand-alone Tax group) basis (reduced by any income Taxes paid directly by the Borrower or its Restricted Subsidiaries); provided that in determining the hypothetical income Tax liability of the Borrower and/or its Restricted Subsidiaries on a separate company (or a stand-alone Tax group) basis for the purpose of clause (iii), any interest expense on any Indebtedness incurred by Holdings shall be treated as the interest expense of the Borrower; provided further that any payments by Borrower or any of its Restricted Subsidiaries attributable to the income of any Unrestricted Subsidiary shall be permitted only to the extent that cash payments were made for such purpose by such Unrestricted Subsidiary to the Borrower or to any of its Restricted Subsidiaries and (iv) all costs or fees incurred in compliance with or in anticipation of compliance with Securities Laws and state securities Laws; (j) promissory notes and other non-cash consideration that is permitted to be received in connection with Dispositions permitted by Section 7.05; (k) any Investments made with the proceeds received by or contributed to the Borrower from the substantially concurrent issuance of new Equity Interests (other than Disqualified Equity Interests) issued by Holdings and not used for any other purpose permitted under this Agreement; (l) without duplication of any other Investments permitted hereunder, other Investments by the Borrower or any of the Restricted Subsidiaries not exceeding (x) $5,000,000 [·] in any Fiscal Year (with the unused portion of such scheduled amount available for use in any succeeding Fiscal Year), net of any cash return to the Borrower and its Restricted Subsidiaries of principal or capital of any such Investment or (y) $[·] in the aggregate at (net of any timecash return of principal or capital of any Investment, purchase or acquisition made pursuant to this Section 7.03(l) or Section 7.03(h)(ii) or Section 7.03(c)(iv) to the Borrower or a Subsidiary Guarantor that is not applied pursuant to the parenthetical phrase in Section 7.03(c)(iv)(y) or 7.03(h)(ii)); (m) [reserved]; (n) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings (or any direct or indirect parent thereof); (o) Investments held by a Restricted Subsidiary acquired after the Closing Date or of a Person merged into the Borrower or merged or consolidated with a Restricted Subsidiary in accordance with Section 7.04 (p) after the Closing Date (other than existing Investments in subsidiaries of such Subsidiary or Person, which must comply with the requirements of Sections 7.02(h) or (l)) to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; and (q) Guarantees by the Borrower or any of the Restricted Subsidiaries of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries in the form of cash, cash or Cash Equivalents and Bond InvestmentsEquivalents; (b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 250,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (c) (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and Parties, (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by any Loan Party in any wholly owned Subsidiary in existence as of the Loan Parties Closing Date and any additional Investments by a wholly owned Subsidiary in Subsidiaries that are not Loan Parties another wholly owned Subsidiary, and (other than v) Investments by Borrower in any non-wholly owned Subsidiary in existence as of the Inactive Subsidiaries, in which no further Investments shall be permitted) Closing Date in an aggregate amount invested from the date hereof not to exceed $5,000,0001,000,000 in any fiscal year; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv));; and (h) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other Investments not exceeding $5,000,000 disputes with, customers and suppliers arising in the aggregate at any timeordinary course of business.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower Borrowers and its the Restricted Subsidiaries in the form of cash, Cash Equivalents and Bond InvestmentsEquivalents; (b) advances to officers, directors and employees of the Borrower Borrowers and the Restricted Subsidiaries in an aggregate amount not to exceed $500,000 1,000,000 at any time outstanding, for travel, entertainment, relocation relocation, payroll advance and analogous ordinary business purposes; (i) Investments by the Borrower Borrowers and its the Restricted Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the US Borrower and its the Restricted Subsidiaries in Loan Parties, and (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000Parties; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit lossdebtors; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03; (g) Permitted Acquisitions Acquisitions; provided that (other than i) a Borrower or a Guarantor is the acquiring or surviving entity; (ii) no Default or Event of CFCs Default exists immediately before and after giving effect to such Acquisition; (iii) in respect of Material Acquisitions, after giving effect to such Material Acquisition on a pro forma basis, the Borrowers and the Restricted Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(ivwould have been in compliance with Sections 7.11 (a), 7.11(b); (h) other Investments not exceeding $5,000,000 in the aggregate at any time., and 7.11

Investments. Make or hold any Except for Permitted Investments, except: directly or indirectly, make or acquire any Investment or incur any liabilities (including contingent obligations) for or in connection with any Investment; provided, however, that (other than (a) Investments held by an aggregate amount of not more than $10,000,000 at any one time, in the case of Borrower and its Subsidiaries (other than those Subsidiaries that are CFCs), (b) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for Borrower’s or its Subsidiaries’ employees, and (c) an aggregate amount of not more than $450,000,000 (calculated at current exchange rates) at any one time, in the form case of Subsidiaries of Borrower that are CFCs) after the date that is 30 days after the Closing Date, Borrower and its Subsidiaries shall not have Permitted Investments consisting of cash, Cash Equivalents Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Borrower or its Subsidiary, as applicable, and Bond the applicable securities intermediary or bank have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted Investments; (b) advances to officers; provided further that, directors and employees if, as of the any date of determination, Borrower and its Subsidiaries (other than those Subsidiaries that are CFCs) have in excess of $10,000,000 in the aggregate of Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts that are not subject to Control Agreements and within 5 Business Days of such date of determination Borrower or its Subsidiaries, as applicable, deposit such Permitted Investments in excess of $10,000,000 into a Deposit Account or Securities Account that is subject to a Control Agreement in favor of Agent, then Borrower and its Subsidiaries shall be deemed to be in compliance with the foregoing clause (a). Subject to the first proviso of this Section 6.11, after the date that is 30 days after the Closing Date, Borrower shall not and shall not permit its Subsidiaries to establish or maintain any Deposit Account or Securities Account unless Agent shall have received a Control Agreement in respect of such Deposit Account or Securities Account; provided that the first proviso of this Section 6.11 shall not be effective so long as Borrower and its Subsidiaries maintain Permitted Investments in cash and Cash Equivalents in an aggregate amount not to exceed that equals or exceeds $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (i) Investments by the Borrower and its Subsidiaries 75,000,000 in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries Deposit Accounts or Securities Accounts in Loan Parties, (iii) additional Investments by Subsidiaries respect of the Borrower which Agent has received Control Agreements that are not Loan Parties perfect Agent’s Liens in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv)); (h) other Investments not exceeding $5,000,000 in the aggregate at any timeInvestments.”

Investments. Make or hold any InvestmentsInvestments after the Closing Date, except:except the following (each a “Permitted Investment”): (a) Investments held by the Borrower and its Subsidiaries or such Subsidiary in the form of cashcash equivalents, Cash Equivalents or short-term marketable securities and Bond Investmentsother Investments permitted by the Borrower’s board-approved investment policy in effect from time to time; (b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 2,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (i) Investments by of the Borrower in any Guarantor and its Subsidiaries Investments of any Guarantor in their respective Subsidiaries outstanding on the date hereof, Borrower or in another Guarantor; and (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing Guarantors in other Subsidiaries or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000Borrower; (d) Investments consisting of extensions of credit in the nature of accounts receivable receivable, prepaid royalties or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit lossloss and Investments received in compromise or resolution of litigation, arbitration or other disputes; (e) Guarantees permitted by Section 7.027.03; (f) Investments existing on (i) Acquisitions by the date Borrower or any of its wholly-owned Subsidiaries, provided that, after giving pro forma effect to any such Acquisition and any Borrowings made in connection therewith (including any term loan or Revolving Credit Increase made available pursuant to Section 2.14), (i) the Consolidated Net Leverage Ratio would not be greater than 0.25 to 1.00 less than the then applicable maximum Consolidated Net Leverage Ratio as of the end of the latest fiscal quarter for which internal financial statements are available and (ii) the aggregate principal amount of Revolving Credit Loans available to be borrowed under Section 2.01 hereof shall be at least $25,000,000 and (other than those referred to in Section 7.03(c)(i)ii) and set forth on Schedule 7.03the Sirtex Acquisition; (g) Permitted Acquisitions (Investments acquired in exchange for any other than Investments in connection with or as a result of CFCs and Subsidiaries held directly a bankruptcy, workout, reorganization or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv))recapitalization; (h) Investments consisting of deposits, prepayments and other credits to suppliers made in the ordinary course of business of the Borrower and its Subsidiaries consistent with reasonable past practices; (i) guaranties in the ordinary course of business and consistent with past practice of obligations owed to or of landlords, suppliers, licensors and licensees of the Borrower and its Subsidiaries or otherwise permitted hereunder; (j) to the extent constituting an Investment, the Borrower and its Subsidiaries may (i) endorse negotiable instruments held for collection in the ordinary course of business or (ii) make lease, utility and other similar deposits in the ordinary course of business; and (k) so long as immediately before and after giving effect to any such Investment, no Event of Default has occurred and is continuing, other Investments not exceeding $5,000,000 by the Borrower or any Subsidiary consisting of or in the nature of a transfer or other disposition of Equity Interests of one or more Foreign Subsidiaries of the Borrower to one or more other Subsidiaries of the Borrower; (l) Investments held by Persons whose Equity Interests or assets are acquired in an Acquisition permitted hereunder after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such Acquisition and were in existence on the date of such Acquisition; (m) Investments arising out of the receipt by Borrower or its Subsidiaries of promissory notes and other non-cash consideration for Permitted Dispositions; (n) (i) third-party trade receivables, (ii) intercompany trade receivables among Loan Parties, (iii) intercompany payables resulting from unreimbursed costs related to the allocation of shared employees and services, so long as such transactions in the ordinary course of such Person’s business, and (iv) intercompany receivables among any Loan Party and any of their Subsidiaries recorded as intercompany journal entries in connection with transfer pricing, cost-sharing and similar arrangements, so long as such transactions are cashless and in each case incurred in the ordinary course of such Person’s business; and (o) other Investments (including joint ventures and loan fundings and commitments), other than Acquisitions, provided that, the aggregate at any timeamount of all such Investments together during the term of this Agreement does not exceed $500,000,000.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries in the form of cash, Cash Equivalents and Bond InvestmentsEquivalents; (b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstanding, the ordinary course of business for travel, entertainment, relocation and analogous ordinary business purposes; (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, Second Amendment Effective Date; (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, ; and (iii) additional Investments in Indebtedness permitted by Subsidiaries of Section 6.7(b); provided, that Investments in the Borrower that are Insurance Subsidiary shall not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000150,000,000 in the aggregate; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees Guaranty Obligations permitted by Section 7.026.7; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i6.8(c)(i)) and set forth on Schedule 7.036.8; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly Investments by a CFC which Investments are covered by Borrower in Swap Agreements permitted under Section 7.03(c)(iv)6.7(a); (h) the Borrower may make Investments into CityCenter Holdings as follows: (a) in amount not to exceed the lesser of the amount requested by CityCenter Holdings to each of Borrower and Dubai World (as such term is defined in the CityCenter Credit Agreement) with respect to such Investment and $110,000,000 within seven (7) business days before or after ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇) in an amount not to exceed the lesser of the amount requested by CityCenter Holdings to each of Borrower and Dubai World with respect to such Investment and $38,500,000 within seven (7) business days before or after April 8, 2009, (c) in an amount not to exceed the lesser of the amount requested by CityCenter Holdings to each of Borrower and Dubai World with respect to such Investment and $126,500,000 within seven (7) business days before or after April 24, 2009, and (d) in an amount not to exceed the lesser of the amount requested by CityCenter Holdings to each of Borrower and Dubai World with respect to such Investment and $38,500,000 within seven (7) business days before or after May 6, 2009, so long as, in the case of each such Investment, (i) immediately before and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, including that the waiver, if any, remains in effect pursuant to Article III of the Second Amendment, (ii) immediately before and immediately after giving effect thereto, no acceleration of the obligations under the CityCenter Credit Agreement shall have occurred and (iii) simultaneously with each such Investment by the Borrower, Dubai World (as such term is defined in the CityCenter Credit Agreement) shall have made a corresponding Investment in an equal amount into CityCenter Holdings; provided, however, that in the event that Borrower is prohibited by virtue of the failure to satisfy any of the conditions in any of the foregoing clauses (i)-(iii) with respect to any such Investment, Borrower nonetheless shall be permitted to invest up to a maximum of $20,000,000 solely and to the extent reasonably necessary to ensure public health, safety, and welfare or regulatory compliance in connection with CityCenter Holdings; provided, further that if Borrower shall invest any funds pursuant to the preceding proviso and the condition in the foregoing clauses (i)-(iii) that was previously unsatisfied is subsequently satisfied, such invested amount shall reduce, dollar for dollar, any subsequent payments pursuant to this Section 6.8(h) subsections (a) through (d) hereof. (i) other Investments by Borrower and its Subsidiaries not exceeding otherwise permitted under this Section 6.8 in an aggregate amount not to exceed $5,000,000 25,000,000; provided that, with respect to each Investment made pursuant to this Section 6.8(i): (i) such Investment shall not include or result in any contingent liabilities that could reasonably be expected to be material to the business, financial condition, operations or prospects of Borrower and its Subsidiaries, taken as a whole (as determined in good faith by the board of directors (or persons performing similar functions) of Borrower or such Subsidiary if the board of directors is otherwise approving such transaction and, in each other case, by a Responsible Official); and (ii) such Investment shall be in property that is part of, or in lines of business that are, substantially the same lines of business as one or more of the principal businesses of Borrower and its Subsidiaries in the aggregate at any timeordinary course; and provided further, that no Investment pursuant to this Section 6.8(i) shall be made into CityCenter without the written consent of the Requisite Lenders.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower Holdings and its Subsidiaries in the form of cash, cash or Cash Equivalents and Bond InvestmentsEquivalents; (b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (i) Investments by the Borrower Holdings and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000; (dc) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (ed) Guarantees and other Indebtedness permitted by under Section 7.02; (e) loans, advances or investments by a Loan Party in or to another Loan Party or ▇▇▇▇▇ College; (f) Investments existing on investments in Swap Contracts otherwise permitted by the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03terms hereof; (g) Permitted Acquisitions (other than including deposits of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv)▇▇▇▇▇▇▇ money in connection therewith); (h) Investments existing as of the Closing Date and set forth in Schedule 7.03; (i) non-cash consideration received in connection with Dispositions permitted by Section 7.05; (j) Investments made with the proceeds of Equity Issuances; (k) Investments in AHI for the repurchase of the Existing Loans pursuant to the Loan Purchase Agreement; (l) Investments permitted pursuant to Section 7.06(c); (m) loans or advances to employees of a Loan Party or any of its Subsidiaries to finance travel, entertainment and relocation expenses and other Investments not exceeding $5,000,000 ordinary business purposes in the ordinary course of business as presently conducted; provided, however, that the aggregate outstanding principal amount of all loans and advances permitted pursuant to this clause shall not exceed $500,000 at any one time; (n) any Loan Party and its Subsidiaries may make a loan that could otherwise be made as a distribution or dividend permitted under Section 7.06 hereof (so long as such distribution or dividend would be permitted to be made under Section 7.06 at the time); (o) loans made to directors, officers and employees in exchange for equity interests of a Loan Party purchased by such directors, officers and employees, so long as (i) no cash is remitted by any Loan Party or its Subsidiaries to any such directors, officers or employees in connection with such loans and (ii) such loans are merely book-entry items; (p) any Investment by a Loan Party not otherwise permitted above; provided, that the aggregate outstanding amount of all such Investments shall not exceed $500,000 at any one time; and (q) Investments permitted under the SBLC Loan Documents.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower Borrowers and its their Subsidiaries (i) in the form of cashcash or Cash Equivalents, Cash Equivalents and Bond Investments(ii) pursuant to the investment policy of the Borrowers; (b) advances loans from any Loan Party to officersany officer, directors and employees director and/or employee of the Borrower Borrowers and Subsidiaries thereof in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes[***]; (c) (i) Investments by the Borrower Borrowers and its their Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower Borrowers and its their Subsidiaries in Loan Parties, (iii) additional Investments by Excluded Subsidiaries of the Borrower that are not Loan Parties in other Excluded Subsidiaries that are not Loan Parties in the same chain of ownership and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments (other than Investments made under clause 7.03(j) below) by the Loan Parties in Excluded Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permittedVivint Entities) in an aggregate amount invested from the date hereof together with any Investments made under clause 7.03(p) below not to exceed $5,000,000[***]; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv)); (h) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; (i) Investments (x) in Excluded Subsidiaries (other than Vivint Entities) or in Tax Equity Investors that would meet the requirements of clause (b) of the “Excluded Subsidiaries” [***] Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. definition if such Tax Equity Investors were deemed Excluded Subsidiaries (including any subsidiaries of such Tax Equity Investors created in connection with any tax equity transaction), in each case, in accordance with the applicable Tax Equity Documents, Cash Equity Documents or Non-Recourse Financing, as the case may be, (y) in Excluded Subsidiaries of PV Systems which are in operation as collateral to secure accounts receivable financing in which the net proceeds (after deduction of reasonable fees and expenses) are distributed to any Loan Party or (z) in Excluded Subsidiaries as permitted pursuant to Section 7.02(i); (j) Investments made with proceeds from substantially concurrent issuances of new Equity Interests in Sunrun in an aggregate amount not to exceed [***]; (k) Investments by the Loan Parties in Vivint Entities in the form of loans or capital contributions if, after giving effect to any such Investment, the aggregate amount of Investments in reliance on this Section 7.03(l) does not exceed [***]% of the aggregate amount of cash distributed by the Vivint Entities to the Borrowers; (l) so long as no Default or Borrowing Base Deficiency shall have occurred and be continuing or would result therefrom, Investments at any time in an amount not to exceed the excess of Current Unencumbered Liquidity over Total Outstandings at such time; (m) so long as the Vivint ABL Facility has been paid in full and the Vivint ABL Facility has been terminated (other than customary provisions that by their express terms survive such termination), (i) Investments in the form of procuring the issuance of one or more Letters of Credit for the benefit of counterparties to Vivint Entities with an aggregate stated amount not to exceed $25,000,000 and (ii) the payment of the amounts due and owing hereunder in respect of any such Letters of Credit; (n) so long as (i) no Default or Borrowing Base Deficiency shall have occurred and be continuing or would result therefrom and (ii) the Vivint ABL Facility has been paid in full and the Vivint ABL Facility has been terminated (other than customary provisions that by their express terms survive such termination), Investments in Vivint Entities, not exceeding [***], made solely for the purpose of paying in full the amounts outstanding under the Vivint Holdco Facility; (o) so long as no Default or Borrowing Base Deficiency shall have occurred and be continuing or would result therefrom, the contribution to a Vivint Entity of Sunrun’s or any of its Subsidiaries’ membership interests in not more than three Tax Equity Partnerships; provided that the commitments of the Tax Equity Investors thereunder (taking into account all prior draws) do not exceed [***] in the aggregate; (p) the purchase by Sunrun of any Permitted Call Spread Transaction (or any option comprising a portion thereof) and the exercise of its rights and the performance of its obligations thereunder in accordance with its terms; and [***] Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. (q) other Investments not contemplated by the above provisions not exceeding $5,000,000 [***] in the aggregate at any timeinvested from the date hereof after taking into account Investments under clause 7.03(c)(iv) above; If an Investment in a Subsidiary (the “Target Subsidiary”) is permitted pursuant to this Section 7.03, the Investment in a Subsidiary that is a direct or indirect parent of the Target Subsidiary in order to pass through such Investment to the Target Subsidiary shall also be an Investment that is permitted under this Section 7.03.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Restricted Subsidiaries in the form of cash, cash and Cash Equivalents and Bond InvestmentsEquivalents; (b) advances to officers, directors and employees of the Borrower and Restricted Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous the ordinary business purposescourse of business; (i) Investments by the Borrower and its Restricted Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Restricted Subsidiaries in Loan Parties, (iii) additional Investments by Restricted Subsidiaries of the Borrower that are not Loan Parties in other Restricted Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,00040,000,000; (d) Investments consisting of extensions of credit in the nature of constituting (i) accounts receivable arising, (ii) trade debt granted and trade accounts created or notes receivable arising from prepaid, or (iii) deposits made by Borrower or a Subsidiary in connection with (A) the grant purchase price of trade credit goods or services, or (B) utilities, security deposits, leases and similar prepaid expenses in each case in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit lossand suppliers; (e) Guarantees permitted by Section 7.027.02 (other than those referred to in Section 7.02(b)); (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv)); (h) other Investments by the Borrower and its Restricted Subsidiaries not exceeding otherwise permitted under this Section 7.03 in an aggregate amount from the date hereof not to exceed $5,000,000 40,000,000; (i) Investments in Secured Hedge Agreements not entered for speculative purposes, to the extent permitted under Section 7.02(a); (j) Investments in negotiable instruments deposited or to be deposited for collection in the aggregate at any timeordinary course of business; (k) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; and (l) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries in the form of cash, cash or Cash Equivalents and Bond InvestmentsEquivalents; (b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 1,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, and (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such InvestmentInvestment and there are no outstanding Loans under and as defined in the Sylebra Credit Agreement, additional Investments by the Loan Parties in Domestic Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,00025,000,000 at any time outstanding; (d) so long as no Event of Default has occurred and is continuing or would result from such investment and there are no outstanding Loans under and as defined in the Sylebra Credit Agreement, Investments by the Loan Parties in Foreign Subsidiaries and joint ventures in an aggregate amount not to exceed $25,000,000; (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 to the extent reasonably necessary in order to prevent or limit loss; (ef) Guarantees permitted by Section 7.02; (fg) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv)); (h) other Investments advances to employees for the purchase of stock options not exceeding to exceed $5,000,000 500,000 outstanding at any time in the case of any one employee and not to exceed $500,000 outstanding at any time in the aggregate to all employees of the Borrower and its Subsidiaries; and (i) at any timeall times during the Ironton Project Investment Period, Investments in the Ironton Project.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries in the form of cash, Cash Equivalents and Bond Investments; (b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposesReserved; (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and Parties, (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments in the form of loans and advances by the Loan Parties to Foreign Subsidiaries to finance Capital Expenditures not exceeding $20,000,000 in the aggregate in any fiscal year of Borrower, and (v) so long as no Default has occurred and is continuing or would result from such Investment, Investments in the form of short term loans and advances by the Loan Parties to Subsidiaries of Borrower that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) to finance operations in an aggregate amount invested from the date hereof not to exceed $5,000,00020,000,000 at any time; (dc) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (ed) Guarantees permitted by Section 7.02; (fe) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i7.03(b)(i)) and set forth on Schedule 7.03; (gf) Permitted Acquisitions (other than of CFCs and Foreign Subsidiaries held directly or indirectly by a CFC Foreign Subsidiary which Investments are covered by Section 7.03(c)(iv7.03(b)(iv)); (g) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; (h) Investments in the form of advances to employees, officers and directors of the Borrower or its Subsidiaries not in contravention of any Laws, not exceeding $1,000,000 in the aggregate at any time; (i) Investments in the form of short term advances made in the ordinary course of business to growers from which Borrower obtains products, not exceeding $15,000,000 in the aggregate at any time; (j) so long as no Default has occurred and is continuing or would result from such Investment, Investments in (x) the form of advances in third parties such as joint ventures and non-wholly owned Subsidiaries and (y) Cash Equivalents, not to exceed $30,000,000 in the aggregate at any time; and (k) other Investments not contemplated by the above provisions not exceeding $5,000,000 in the aggregate at any time.

Investments. Make or hold any Investments, except:except for the following ("Permitted Investments"): --------------------- (a) Investments held by existing on the Borrower and its Subsidiaries in the form of cash, Cash Equivalents and Bond Investmentsdate hereof; (b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposesOrdinary Course Investments; (ic) Investments permitted by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing Section 7.01 or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000;Section 7.03; ------------ ---- (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from rights received by Borrower and its Subsidiaries upon the grant required payment of trade credit in the ordinary course any permitted contingent obligations of business, Borrower and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit lossits Subsidiaries; (e) Guarantees permitted by Section 7.02Investments in the nature of Acquisitions, provided that the aggregate -------- amount of such Acquisitions in any period of four consecutive fiscal quarters does not exceed 20% of Consolidated Tangible Net Worth as determined as of the fiscal quarter immediately preceding the date of determination; (f) Investments existing on the date hereof (other than those referred to of Borrower and its Subsidiaries in Section 7.03(c)(i)) Swap Contracts, provided that all such arrangements are entered into in connection with bona -------- fide hedging operations and set forth on Schedule 7.03not for speculation; (g) Permitted Acquisitions Investments by Quantum Technology Ventures (or any other than Subsidiary of CFCs Borrower with the primary purpose of making venture investments) and Subsidiaries held directly other Investments which Borrower's Board of Directors determines to be strategic for Borrower in an aggregate cost basis, at any time invested for all such entities and investments together, not to exceed the sum of (x) $150,000,000 and (y) the aggregate gain or indirectly by a CFC which loss on such Investments are covered by Section 7.03(c)(iv)previously made under this clause (g); (h) Investments not otherwise permitted hereunder, provided that the -------- aggregate amount of such other Investments made after the Closing Date (less any return on any such Investments) does not exceeding $5,000,000 in exceed 20% of Consolidated Tangible Net Worth as determined as of the aggregate at any time.fiscal quarter immediately preceding the date of determination; and

Investments. Make or hold any Investments, except: except (a) Investments held obligations issued or guaranteed by the Borrower and its Subsidiaries in the form United States of cashAmerica or any agency thereof that mature within one year of acquisition thereof, Cash Equivalents and Bond Investments; (b) advances to officerscommercial paper with maturities of not more than one hundred eighty (180) days and a published rating of not less than A-1 or P-1 (or the equivalent rating), directors (c) certificates of time deposit and employees bankers’ acceptances having maturities of the Borrower not more than one hundred eighty (180) days and Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; repurchase agreements backed by United States government securities of a commercial bank if (i) Investments by the Borrower such bank has a combined capital and its Subsidiaries in their respective Subsidiaries outstanding on the date hereofsurplus of at least $500,000,000, or (ii) additional Investments its debt obligations, or those of a holding company of which it is a Subsidiary, are rated not less than A (or the equivalent rating) by the Borrower and its Subsidiaries in Loan Partiesa nationally recognized investment rating agency, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000; (d) U.S. money market funds at least 95% of the assets consists of Investments consisting described in the foregoing clauses (a) through (c), (e) investments in respect of ▇▇▇▇▇▇, (f) extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of commercial trade credit to Customers in the ordinary course of business, (g) payroll, travel and other loan and advances to officers and employees of it or of Parent Guarantor made in the ordinary course of business not to exceed the aggregate amount of $250,000 at any time outstanding, (h) Investments between Credit Parties (including any existing Restricted Subsidiary that becomes a Credit Party immediately after giving effect to and as a result of such Investment) and Investments received by any Restricted Subsidiary that is not a Credit Party in satisfaction or partial satisfaction thereof from financially troubled account debtors to any other existing Restricted Subsidiary that is not a Credit Party, (i) Investments in Unrestricted Subsidiaries that meet the extent reasonably necessary conditions set forth in order to prevent or limit loss; the definition thereof, (e) Guarantees permitted by Section 7.02; (fj) Investments existing on the date hereof Closing Date and identified on Schedule 7.4 (including any extensions, refinancings, restructurings or recharacterizations thereof that do not increase the original amount of such investments), (k) the Investments of the Credit Parties in their Subsidiaries on or prior to the Closing Date and as otherwise permitted by Section 7.1, (l) Investments made in compliance with Section 7.1(a), including (prior to the Amendment No. 2 Effective Date) Permitted Acquisitions, (m) Investments consisting of capital contributions to any Restricted Subsidiary; provided that the aggregate amount of any such Investments made in Subsidiaries that are not Credit Parties, together with the aggregate amount expended for Acquisitions of Persons that do not become Credit Parties or assets not held by Credit Parties pursuant to clause (iv) of the definition of “Permitted Acquisition,” shall not exceed $25,000,000 in any fiscal year, (n) Investments received as non-cash consideration in a Disposition permitted by Section 7.1(b) to the extent such non-cash consideration does not exceed 25% of the aggregate consideration received or to be received in connection with such Disposition, (o) (i) Receivables owing to the Parent Guarantor or any Restricted Subsidiary if created or acquired in the ordinary course of business, (ii) endorsements for collection or deposit in the ordinary course of business, (iii) securities, instruments or other obligations received in compromise or settlement of Receivables created in the ordinary course of business or loans permitted to be made under Section 7.4, or whether by reason of a composition or readjustment of debts or bankruptcy or reorganization of another Person, or in satisfaction claims and judgments and (iv) any asset received by way of foreclosure by the Parent Guarantor or any of its Restricted Subsidiaries with respect to any secured investment or other transfer of title with respect to any secured investment in default, (p) Investments consisting of deposits permitted under the definition of “Permitted Encumbrances”, (q) Investments consisting of indemnification obligations in respect of any Permitted Acquisition, (r) deposits received from Customers in the ordinary course of business, (s) any Investments owned by a Person at the time it is acquired pursuant to a Permitted Acquisition to the extent not made in contemplation of such acquisition, (t) guarantees to the extent permitted by Section 7.3, (u) Investments made with net cash proceeds of the issuance of Equity Interests (other than those referred to in Section 7.03(c)(i)Disqualified Stock) and set forth on Schedule 7.03; of Parent Guarantor that are not otherwise applied, (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv)); (hv) other Investments made by Credit Parties and their Restricted Subsidiaries not exceeding to exceed $5,000,000 10,000,000 in the aggregate at since the Closing Date, and (w) loans made by any timeSubsidiary that is not a Credit Party to any Credit Party so long as such loan is subordinated to the Obligations pursuant to an agreement reasonably satisfactory to Agent; provided, further, that no additional Investments shall be made pursuant to clause (i), (m), (u) or (v) on or after the Amendment No. 2 Effective Date, except that clause (v) may be utilized for the PTL Acquisition.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries in the form of cash, cash or Cash Equivalents and Bond InvestmentsEquivalents; (b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 1,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, and (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such InvestmentInvestment and there are no outstanding Loans, additional Investments by the Loan Parties in Domestic Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,00025,000,000 at any time outstanding; (d) so long as (i) no Event of Default has occurred and is continuing or would result from such investment and (ii) there are no outstanding Loans immediately after the making of such Investment and during a period of sixty (60) consecutive days thereafter, Investments by the Loan Parties in Foreign Subsidiaries and joint ventures in an aggregate amount not to exceed $25,000,000; (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 to the extent reasonably necessary in order to prevent or limit loss; (ef) Guarantees permitted by Section 7.02; (fg) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03; (gh) Permitted Acquisitions (other than advances to employees ‎for the purchase of CFCs stock options not to exceed $500,000 outstanding at ‎any time ‎in the case of any one employee and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv))not to exceed $500,000 outstanding at any ‎time ‎in the aggregate to all employees of the Borrower and its Subsidiaries; (hi) other at all times during the Ironton Project Investment Period, Investments not exceeding $5,000,000 in the Ironton Project; and (j) Investments in Ironton Bonds in an aggregate at par amount not to exceed $155,000,000; provided, however, in no event shall any timesuch Investments in Ironton Bonds be made using the proceeds of the Loans hereunder.

Investments. Make or hold any Investments, except: (a) Investments held or made by the Borrower and its Subsidiaries Company or such Material Subsidiary in the form of cash, Cash Equivalents or any other form permitted under and Bond Investmentsin accordance with the corporate cash investment policy of the Company as in effect on the Closing Date or thereafter to the extent of any changes approved by the Required Lenders in their sole discretion; (b) advances to officers, directors and employees of the Borrower Company and its Material Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (i) Investments by the Borrower in any Person that is a Loan Party prior to giving effect to such Investment (including any new Subsidiary that becomes a Loan Party simultaneously with such Investment) and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries any Material Subsidiary of the Borrower Company that are is not a Loan Parties Party in other Subsidiaries any Subsidiary of the Company that are is not a Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000Party; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees either (i) permitted by Section 7.027.03 or (ii) of Indebtedness of any Subsidiary which Indebtedness would be permitted by Section 7.03(e) if incurred directly by the Borrowers or any Material Subsidiary of the Borrowers; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03Permitted Acquisitions; (g) Permitted Acquisitions (other than Investments existing as of CFCs the Closing Date and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv))set forth in Schedule 7.02; (h) Investments made in Subsidiaries of the Company that are organized in Vietnam, in an aggregate amount not to exceed $15,000,000 at any one time outstanding; (i) Investments made after the Closing Date in Subsidiaries of the Company that are organized in the Ukraine, in an aggregate amount not to exceed $7,000,000 at any one time outstanding; (j) other Investments made after the Closing Date not exceeding $5,000,000 10,000,000 in the aggregate at any timeone time outstanding anytime thereafter; provided, that, no such Investments shall be made in Subsidiaries of the Company that are organized in Vietnam or the Ukraine; and (k) the Global Acquisition.

Investments. Make or hold any Investments, except: (a) a. Investments held by the Borrower and its Subsidiaries in the form of cash, cash or Cash Equivalents and Bond InvestmentsEquivalents; (b) b. advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 2,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereofClosing Date, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries Subsidiaries, joint ventures and other entities described on Schedule 7.03 that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof at any time not to exceed the greater of (i) $5,000,0005,000,000 or (ii) 3% of Consolidated Net Tangible Assets; (d) d. Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) e. Guarantees permitted by Section 7.02; (f) f. Investments existing on the date hereof Closing Date (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03; (g) g. Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv)); h. Investments (hincluding debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other Investments not exceeding $5,000,000 disputes with, customers and suppliers arising in the aggregate at any timeordinary course of business; and i. the Geospatial Acquisition.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries or such Subsidiary in the form of cash, Cash Equivalents and Bond InvestmentsEquivalents; (b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount during the term of this Agreement not to exceed $500,000 4,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof outstanding at any time, together with Investments made under Section 7.03(i), not to exceed the sum of (A) the greater of (1) $5,000,000150,000,000 and (2) 10% of the total assets of the Borrower and its Subsidiaries on a consolidated basis as of the end of the most recently ended four-quarter period for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or (b), plus (B) the Available Amount; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02; (f) Existing Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03); (g) Permitted Acquisitions (other than of CFCs Investments resulting from pledges and Subsidiaries held directly or indirectly by a CFC which Investments are covered by deposits referred to in Section 7.03(c)(iv)7.02(i); (h) the purchase or other Investments not exceeding $5,000,000 acquisition of all of the Equity Interests in, or all or substantially all of the property of, any Person that, upon the consummation thereof, will be (other than with respect to directors’ qualifying shares of Foreign Subsidiaries held pursuant to a requirement of applicable Law) wholly-owned directly by the Borrower or one or more of its wholly-owned Subsidiaries (including as a result of a merger or consolidation) or the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit by the Borrower or one or more of its Subsidiaries; provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.03(h): (i) the board of directors (or the persons performing similar functions or having been delegated by the applicable authority) of the Person to be (or the Person owning the line of business or property of which is to be) so purchased or otherwise acquired shall have approved such proposed purchase or other acquisition; (ii) the Person to be so purchased or otherwise acquired is headquartered, and its primary operations are conducted, in the United States for the Federal Government; (iii) the lines of business of the Person to be (or the property of which is to be) so purchased or otherwise acquired shall be substantially the same lines of business as one or more of the principal businesses of the Borrower and its Subsidiaries (or a reasonable expansion thereof or line of business complementary thereto) in the ordinary course; (iv) such purchase or other acquisition shall not include or result in any contingent liabilities that could reasonably be expected to have a Material Adverse Effect; (v) the Borrower shall have delivered to the Administrative Agent, (A) at least two Business Days prior to the date on which any such purchase or other acquisition, the consideration of which does not exceed $25,000,000, is to be consummated and (B) at least five Business Days prior to the date on which any other 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 Section 7.03(h) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition; (vi) the aggregate consideration in connection with acquisitions permitted by this Section 7.03(h) (including, without limitation, (A) all cash, stock and other consideration, (B) all Indebtedness and other liabilities assumed by the Loan Parties in connection with the acquisition and (C) all other consideration paid or payable) shall not exceed $200,000,000 per fiscal year; provided that if, immediately after giving effect to such acquisition, the Consolidated Total Leverage Ratio is less than or equal to 4.25 to 1.00 (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 Indebtedness had been incurred as of the first day of the fiscal period covered thereby) and immediately after giving effect to any such purchase or acquisition, Available Cash shall be at least $50,000,000, then the foregoing dollar limitation shall not apply; (vii) immediately after giving effect to such purchase or other acquisition, the Borrower and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 7.12, 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 (viii) immediately before and immediately after giving pro forma effect to any such purchase or acquisition, no Default shall have occurred and be continuing, or be caused thereby, under any of the Loan Documents; (i) Investments in joint ventures and other minority interests in third parties (including, without limitation, Investments consisting of the non-cash portion of consideration received in connection with Dispositions permitted pursuant to Section 7.05) by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.03 in an aggregate amount outstanding at any time, together with any Investments made under Section 7.03(c)(iv), not to exceed the sum of (A) the greater of (1) $150,000,000 and (2) 10% of the total assets of the Borrower and its Subsidiaries on a consolidated basis as of the end of the most recently ended four-quarter period for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or (b), plus (B) the Available Amount; provided that, with respect to each Investment made pursuant to this Section 7.03(i): (i) such Investment shall not include or result in any contingent liabilities that could reasonably be expected to have a Material Adverse Effect; (ii) such Investment shall be in property that is part of, or in lines of business that are, substantially the same lines of business as one or more of the principal businesses of the Borrower and its Subsidiaries (or a reasonable expansion thereof or line of business complementary thereto) in the ordinary course; (iii) any determination of the amount of such Investment shall include all cash and noncash consideration (including the fair market value of all Equity Interests issued or transferred to the sellers thereof, all indemnities, earnouts and other contingent payment obligations to, and the aggregate amounts paid or to be paid under noncompete, consulting and other affiliated agreements with, the sellers thereof, all write-downs of property and reserves for liabilities with respect thereto and all assumptions of debt, liabilities and other obligations in connection therewith) paid by or on behalf of the Borrower and its Subsidiaries in connection with such Investment; and (iv) (A) immediately before and immediately after giving pro forma 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, the Borrower and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 7.12, 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 Investment had been consummated as of the first day of the fiscal period covered thereby; and (j) Investments in the Borrower’s Executive Supplemental Savings Plan maintained in a Rabbi Trust.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries or any Restricted Subsidiary in the form of cash, Cash Equivalents and Bond InvestmentsEquivalents; (b) advances to officers, directors and employees Investments of the Borrower in any Loan Party and Subsidiaries Investments of any Loan Party of the Borrower in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposesthe Borrower or another Loan Party; (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000; (dc) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (ed) Guarantees permitted by Section 7.027.03; (e) Investments in Permitted Acquisitions; (f) Investments existing on the date hereof (other than those referred to in Swap Contracts permitted by Section 7.03(c)(i)) and set forth on Schedule 7.037.04; (g) Permitted Acquisitions (other than Loans or advances to any employee of CFCs the Borrower or any Restricted Subsidiary for travel and Subsidiaries held directly related expenses consistent with the policies and procedures of the Borrower or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv));such Restricted Subsidiary and not to exceed $100,000 at any one time outstanding; and (h) The acquisition of or other Investments (other than Investments consisting of Guarantees) in any Unrestricted Subsidiary so long as (i) immediately before and immediately after giving pro forma effect to any such acquisition or Investment, no Default shall have occurred and be continuing and (ii) immediately after giving effect to such acquisition or Investment, the Borrower and its Restricted Subsidiaries shall be in pro form compliance with all of the covenants set forth in Sections 7.16 and 7.17, 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 Investment had been consummated as of the first day of the fiscal period covered thereby; (i) Investments not exceeding $5,000,000 in otherwise permitted by the foregoing clauses of this Section 7.02; provided that the aggregate principal amount of such Investments under this Section 7.02(i) shall not exceed $10,000,000 at any time.

Investments. Make Except to the extent permitted pursuant to Section 7.06, neither the Company nor any of its Subsidiaries shall directly or hold indirectly make or own any InvestmentsInvestment except: Investments in cash and Cash Equivalents; Permitted Existing Investments in an amount not greater than the amount thereof on the Closing Date; Investments in trade receivables or received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, except: (a) and other disputes with, customers and suppliers arising in the ordinary course of business; Investments held consisting of deposit accounts maintained by the Borrower Company and its Subsidiaries; Investments consisting of non-cash consideration from a sale, assignment, transfer, lease, conveyance or other disposition of property permitted by Section 7.02; Investments in any consolidated Subsidiaries in the form of cash, Cash Equivalents and Bond Investments; (b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereofAmendment No. 3 Closing Date, and (ii) after the Amendment No. 3 Closing Date, additional Investments by the Borrower and its Subsidiaries (A) in Loan Parties, (iiiB) additional Investments by Subsidiaries of the Borrower Company that are not Loan Parties in other Subsidiaries that are not Loan Parties, (C) by Subsidiaries of the Company that are not Loan Parties in Loan Parties and (ivD) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in consolidated Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000; 50,000,000; Investments in joint ventures (dother than Subsidiaries) and nonconsolidated Subsidiaries in an aggregate amount not to exceed $200,000,000 at any time; Investments consisting constituting Permitted Acquisitions; Investments constituting Indebtedness permitted by Section 7.01 or Contingent Obligations permitted by Section 7.05; Investments in addition to those referred to elsewhere in this Section 7.04 in an aggregate amount not to exceed ten percent (10%) of extensions consolidated tangible assets of credit in the nature of accounts receivable or notes receivable arising from Company and its Subsidiaries at any time; provided that any such Investments incurred after 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 Amendment No. 3 Closing Date shall only be permitted to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02; (f) Investments existing that on the date hereof of such Investment the Leverage Ratio is less than 3.00 to 1.00 (other than those referred the Leverage Ratio as evidenced to in Section 7.03(c)(ithe Administrative Agent and such evidence reasonably satisfactory to the Administrative Agent)) ; and set forth Investments of The ▇▇▇▇ Group Inc. and its Subsidiaries on Schedule 7.03; (g) Permitted Acquisitions (other than of CFCs the Closing Date and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv)); (h) other Investments not exceeding $5,000,000 in permitted under the aggregate at any time.Transaction Agreement. 116 90295627_3

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower Loan Parties and its Subsidiaries in the form of cash, cash and Cash Equivalents and Bond InvestmentsEquivalents; (b) advances to officers, directors and employees of the Borrower Borrowers and Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (i) Investments by the Borrower Holdings and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower Holdings and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower Borrowers that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in wholly-owned Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,00010% of TTM Consolidated EBITDA; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02;; AmericasActive:16021031.13 (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.037.03(f), together with any renewal, replacement or extension thereof; (g) the purchase or other acquisition of all of the Equity Interests in, or all or substantially all of the property of, any Person that, upon the consummation thereof, will be wholly-owned directly by the Borrowers or one (1) or more of its wholly-owned Subsidiaries (including as a result of a merger or consolidation) (each a “Permitted Acquisitions Acquisition”); provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.03(g): (i) the lines of business of the Person to be (or the property of which is to be) so purchased or otherwise acquired shall be substantially the same, reasonably related or incidental lines of business as one (1) or more of the principal businesses of the Loan Parties and their Subsidiaries in the ordinary course; (ii) [intentionally omitted]; (iii) [intentionally omitted]; (iv) (A) immediately before and immediately after giving pro forma effect to any such purchase or other than acquisition, no Default shall have occurred and be continuing and (B) immediately after giving effect to such purchase or other acquisition, the Loan Parties and their Subsidiaries shall be in pro forma compliance with the covenants set forth in Section 7.11, each such compliance to be determined on the basis of CFCs the financial information most recently delivered to the Administrative Agent and Subsidiaries held directly the Lenders pursuant to Section 6.01(a) or indirectly (b) as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby; provided that the aggregate amount of such Investments by Loan Parties in assets that will not (or will not become) owned by a CFC Loan Party or in Equity Interests of Persons that will not become Loan Parties shall not exceed the greater of (i) $20,000,000 and (ii) 14.5% of TTM Consolidated EBITDA plus any portion of Cumulative Amount used to make such acquisition; and (v) the Borrowers shall have delivered to the Administrative Agent and each Lender, at least five (5) Business Days prior to the date on which Investments are covered by 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 Section 7.03(c)(iv));7.03(g) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition; and (h) other Investments not exceeding $5,000,000 to the extent constituting Investments, advances in the aggregate at any time.respect of transfer pricing and cost-sharing arrangements (i.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries or such Subsidiary in the form of cash, Cash Equivalents and Bond Investmentscash equivalents or short-term marketable debt securities; (b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 1,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (ic) Investments by the of Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties any wholly-owned Subsidiary (other than RTR Funding unless and until RTR Funding becomes a party to the Inactive SubsidiariesGuaranty) and Investments of any wholly-owned Subsidiary in Borrower or in another wholly-owned Subsidiary (other than RTR Funding unless and until RTR Funding becomes a party to the Guaranty); provided, however, that notwithstanding the foregoing, Borrower’s or any wholly-owned Subsidiary’s direct or indirect Investment in RTR Funding may be increased as a result of transfers, in which no further Investments shall be permitted) one or a series of transactions, of Equity Interests in an aggregate amount invested RTR Funding from the date hereof not holders thereof as of the Closing Date to exceed $5,000,000Borrower or any of its wholly-owned Subsidiaries; (d) Investments incurred in order to consummate Acquisitions not otherwise prohibited herein; (e) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable Accounts arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (ef) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03; (g) Permitted Acquisitions (other than of CFCs Investments existing on the Closing Date and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv));identified on Schedule 5.12 hereto; and (h) other additional Investments in an aggregate amount not exceeding to exceed $5,000,000 in the aggregate at any time5,000,000.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries in the form of cash, cash or Cash Equivalents and Bond InvestmentsEquivalents; (b) advances loans from any Loan Party to officersany officer, directors and employees director and/or employee of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes100,000; (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Excluded Subsidiaries of the Borrower that are not Loan Parties in other Excluded Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Excluded Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof together with any Investments made under clause 7.03(i) below not to exceed $5,000,000;[***]; [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv)); (h) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; (i) other Investments not contemplated by the above provisions not exceeding $5,000,000 [***] in the aggregate at any timeinvested from the date hereof after taking into account Investments under clause 7.03(c)(iv) above; and (j) Investments in Excluded Subsidiaries in accordance with the applicable Tax Equity Documents in the ordinary course of business.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries in the form of cash, cash or Cash Equivalents and Bond Investments; (b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposesEquivalents; (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, Closing Date; (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties (including during the period set forth in Section 6.13 during which such Subsidiaries are not yet Loan Parties, ); (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties Parties; and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Joint Ventures and Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof hereof, together with any Investments permitted under Section 7.03(m), not to exceed at any time outstanding an aggregate amount equal to the greater of (A) $5,000,000;100,000,000 and (B) ten percent (10.0%) of Consolidated Total Assets, provided, that, no Investments pursuant to this Section 7.03(b)(iv) shall be permitted after the Third Amendment Effective Date through the Trigger Date; 1204724.01-CHISR02A - MSW CHAR1\1886837v5 (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (ec) Guarantees permitted by Section 7.02; (fd) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) Closing Date and set forth on Schedule 7.037.03 (including any reinvestments thereof); (e) Permitted Acquisitions; (f) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of account debtors, suppliers and customers and in settlement of delinquent obligations of, and other disputes with, account debtors, customers and suppliers arising in the ordinary course of business; (g) Permitted Acquisitions extensions of trade credit made in the ordinary course of business on customary credit terms and commissions, relocation, travel and similar advances made to officers and employees and to consultants for consulting services and reimbursable expenses, all in the ordinary course of business; provided, that, advances to officers, employees and to consultants for purposes other than commission, relocation and travel shall not exceed $2,500,000 in aggregate at any time outstanding; (h) advances made by the Borrower or its Subsidiaries or Joint Ventures to clients in connection with Facility Leases and Facility Management Agreements of the Borrower in the ordinary course of business consistent with past practices; (i) to the extent any Capital Expenditure would constitute an Investment, such Capital Expenditure; (j) Investments received as the non-cash portion of consideration received in connection with transactions permitted pursuant to Section 7.05 (other than of CFCs and Subsidiaries held directly by reference to this Section 7.03 (or indirectly by a CFC which Investments are covered by Section 7.03(c)(ivany sub-clause hereof)); (hk) to the extent constituting Investments, pledges and deposits of the type described in Section 7.01(e) and (f), in each case, to the extent permitted by Section 7.01(e) and (f); (l) Investments in Swap Contracts to the extent permitted by Section 7.02(e); (m) so long as no Default has occurred and is continuing or would result from any such Investment, other Investments in an aggregate amount, which, together with any Investments permitted under Section 7.03(b)(iv), do not exceeding exceed at any time outstanding the greater of (i) $5,000,000 100,000,000 and (ii) ten percent (10.0%) of Consolidated Total Assets, provided, that, no Investments pursuant to this Section 7.03(m) shall be permitted after the Third Amendment Effective Date through the Trigger Date; (n) Investments existing as of the Closing Date in Subsidiaries, Joint Ventures and other Persons set forth on Schedule 5.18(a); and (o) Liens permitted by Section 7.01 (other than by reference to this Section 7.03 (or any sub-clause hereof)).; and (p) Investments in joint ventures entered into in the aggregate at ordinary course of business consistent with past practice or with industry norms in order to bid on contracts or satisfy minority business enterprise requirements. provided, that, any time.Investment which when made complies with the requirement of the definition of the term “Cash Equivalent” may continue to be held notwithstanding that such Investment if made thereafter would not comply with such requirements. 1204724.01-CHISR02A - MSW CHAR1\1886837v5

Investments. Make or hold No Loan Party nor any Investments, Subsidiary of a Loan Party shall make Investments in any Person except: (a) Investments held permitted by the Borrower Sections 6.04 and its Subsidiaries in the form of cash, Cash Equivalents and Bond InvestmentsSection 6.05; (b) Investments in cash and Cash Equivalents; (c) advances to officers, directors and employees of the Borrower and its Subsidiaries in an aggregate amount not to exceed $500,000 5,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in wholly-owned Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof hereof, together with any Investments made pursuant to Section 6.07(i), not to exceed the greater of (A) $5,000,00050,000,000 or (B) 15% of Consolidated EBITDA as of the end of the period of four Fiscal Quarters most recently for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or (b); (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 to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) Closing Date and set forth on Schedule 7.036.07; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv)in Swap Contracts permitted under 6.22(h); (h) so long as no Default or Event of Default shall have occurred and is continuing or would result from such Investment, other Investments not exceeding otherwise permitted under this Section 6.07, which when aggregated with all other Investments made by the Loan Parties and Subsidiaries 14618770v5 of Loan Parties pursuant to this clause (h) and the aggregate outstanding loans and advances made by the Loan Parties and Subsidiaries of Loan Parties under Section 6.05(e) do not exceed the greater of (i) $5,000,000 125,000,000 or (ii) 33% of Consolidated EBITDA as of the end of the period of four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or (b), in the aggregate outstanding at any one time; (i) Investments made by the any Loan Party in or to any non-wholly owned Subsidiary or joint venture, including Guarantees of Debt of such Subsidiaries and any joint ventures; provided that the aggregate amount of such Investments by the Loan Parties, together with Investments pursuant to Section 6.07(d)(iv), shall not exceed the greater of (i) $50,000,000 or (ii) 15% of the Consolidated EBITDA as of the end of the period of four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or (b), in the aggregate outstanding at any one time; (j) to the extent constituting an Investment, all or any portion of the Arkansas Revenue Bond Transaction; (k) other Investments so long as after giving effect to such Acquisition on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuing or would result therefrom, and the Borrower shall deliver to the Administrative Agent a Compliance Certificate demonstrating that the Loan Parties would be in pro-forma compliance with the covenants set forth in Section 6.03 (as calculated as of the most recently ended Fiscal Quarter for which the Borrower is then required to have delivered quarterly financial statements in accordance with Section 6.01(a) or (b)).

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries in the form of cash, Cash Equivalents and Bond InvestmentsEquivalents; (b) (i) loans, advances and guarantees to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 5,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposespurposes (to the extent not prohibited by applicable law), and (ii) other loans, advances and guarantees to employees for the purchase of Equity Interests of the Borrower in an aggregate amount not exceeding $5,000,000 at any time outstanding; (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000100,000,000; provided that any Investment in the form of a loan or advance shall be evidenced by the Intercompany Note and, in the case of a loan or advance by a Loan Party, pledged by such Loan Party as Collateral pursuant to the Collateral Documents; (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 in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers, Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit lossloss and Investments received in compromise or resolution of litigation, arbitration or other disputes; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof or made pursuant to legally binding written commitments in existence on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.037.03(e) and any modification, refinancing, renewal, refunding, replacement or extension thereof; provided that the amount of any Investment permitted pursuant to this Section 7.03(e) is not increased from the amount of such Investment on the Closing Date; (f) Investments by the Borrower or its Subsidiaries to the extent constituting Obligations permitted under Section 7.02; (g) Permitted Acquisitions the purchase or other acquisition of at least 51% of the Equity Interests in a Person that, upon the consummation thereof, will be a Subsidiary (including as a result of a merger or consolidation) or all or substantially all of the assets of, or assets constituting one or more business units of, any Person; provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.03(g): (i) any such newly-created or acquired Subsidiary shall comply with the requirements of Section 6.12; (ii) the lines of business of the Person to be (or the property of which is to be) so purchased or otherwise acquired shall be related, or incidental or complementary to the lines of Business of the Borrower and its Subsidiaries immediately prior to such purchase or acquisition; (iii) the total cash and noncash consideration (including the fair market value of (i) Equity Interests issued or transferred to the sellers thereof (excluding rollover equity), all indemnities, earnouts and other contingent payment obligations to, and the aggregate amounts paid or to be paid under noncompete, consulting and other affiliated agreements with, the sellers thereof, all write-downs of property and reserves for liabilities with respect thereto and all assumptions of debt, liabilities and other obligations in connection therewith) paid by or on behalf of the Borrower and its Subsidiaries for any such purchase or other acquisition, when aggregated with the total cash and noncash consideration paid by or on behalf of the Borrower and its Subsidiaries for all other purchases and other acquisitions made by the Borrower and its Subsidiaries of Equity Interests) made pursuant to this Section 7.03(g) shall not exceed $300,000,000 in the aggregate (of which no more than $100,000,000 may be used on or prior to the first anniversary of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv)the Closing Date); (iv) (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 each of the covenants set forth in Section 7.10; and (v) the Borrower shall have delivered to the Administrative Agent and each Lender, at least five Business Days prior to the date on which any such purchase or other acquisition is to be consummated (or such later date as is agreed by the Administrative Agent in its sole discretion), 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 7.03 have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition; (h) Investments resulting from or received in connection with any transaction permitted by Section 7.04, 7.05 or 7.06; (i) deposits made to secure the performance of leases, licenses or contracts in the ordinary course of business, and other deposits made in connection with the incurrence of Liens permitted under Section 7.01; (j) Investments consisting of UCC Article 3 endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (k) Investments by any Foreign Subsidiary in any other Person that becomes a Subsidiary as a result thereof; (l) Investments of any Person existing at the time such Person becomes a Subsidiary or consolidates or merges with the Borrower or any Subsidiary (including in connection with a Permitted Acquisition) so long as such Investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (m) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (n) 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 the ordinary course of business; (o) other Investments not exceeding $5,000,000 50,000,000 in the aggregate in any fiscal year of the Borrower; and (p) the Transaction. To the extent that the making of any Investment could be deemed a use of more than one subsection of this Section 7.03, the Borrower may select the subsection at the time of the Investment to which such Investment will be deemed a use and in no event shall the same portion of any timeInvestment be deemed a use of or be attributable to more than one subsection. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested without adjustment for subsequent increases in the value of such Investment.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and a Loan Party or any of its Subsidiaries in the form of cash, assets that are Cash Equivalents and Bond InvestmentsEquivalents; (b) loans or advances to officers, directors and current or prospective employees or consultants of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstandingCompany for bona fide, for travel, entertainment, relocation and analogous ordinary business purposes; (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000; (dc) 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 to the extent reasonably necessary in order to prevent loss; (d) Investments in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or limit lossdeposit and Article 4 customary trade arrangements with customers consistent with past practices; (e) Guarantees (including deposits to secure and support the foregoing) by the Company or any of its Subsidiaries of leases (other than Capitalized Leases) or of other contractual obligations of the Company and its Subsidiaries (excluding the Excluded Subsidiary) that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (i) Investments by the Company and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Company or any of its Subsidiaries in any Subsidiary all of whose Equity Interests are pledged to the Administrative Agent in accordance with the applicable Securities Pledge Agreements, and (iii) provided that no Event of Default is continuing at the time of the making thereof or could reasonably be expected to result therefrom, additional Investments by the Company or any of its Subsidiaries in other wholly-owned Subsidiaries of the Company (excluding the Excluded Subsidiary and each Dormant Subsidiary); (g) Guarantees permitted by Section 7.027.03; (fi) Investments existing on the date hereof Closing Date in the Company and in its Subsidiaries, and (ii) other than those referred to in Section 7.03(c)(i)) and Investments existing on the Closing Date as set forth on Schedule 7.037.02(h) hereto; (gi) Permitted Acquisitions and lateral hires of individual employees and consultants; (other than j) Investments by the Company and its Subsidiaries in accordance with the Company’s “Investment Policy” as approved (or revised) by its board of CFCs directors (or the audit committee thereof) from time to time (the “Investment Policy”) (a copy of which Investment Policy as in effect on the date hereof has been delivered to the Administrative Agent prior to the date hereof, and Subsidiaries held directly the Company covenants to notify the Administrative Agent of any such revision before such revision by the Company’s board of directors (or indirectly by a CFC which Investments are covered by Section 7.03(c)(ivthe audit committee thereof)); (hi) Investments by any Designated Borrower or any other Loan Party in the Company, and (ii) Investments by any Subsidiary that is not a Loan Party in the Company, any Designated Borrower or any other Loan Party, provided that such applicable parties have executed and delivered to the Administrative Agent, with respect to each such Investment that constitutes Indebtedness owed by a Loan Party, an intercompany subordination agreement in form and substance satisfactory to the Administrative Agent, and further provided that any Investment by the Excluded Subsidiary in the Company, any Designated Borrower or any other Loan Party shall not be made in the form of Indebtedness; and (l) other Investments not exceeding contemplated by the above provisions that do not exceed $5,000,000 10,000,000 in the aggregate at any timetime outstanding.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries or such Subsidiary in the form of cash, Cash Equivalents and Bond Investmentscash equivalents; (b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 250,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (ic) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties any Guarantor and (iv) so long as no Default has occurred and is continuing Investments of any Subsidiary in the Borrower or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000a Guarantor; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.027.03; (f) Permitted Acquisitions in a cumulative amount not to exceed $25,000,000 or such greater amount approved with the prior written consent of the Required Lenders; (g) Purchases by the Borrower of shares of its common stock in an aggregate amount not to exceed $5,000,000, so long as at the time of such purchase, (i) no Default or Event of Default exists or would result therefrom and (ii) Revolver Availability is at least $10,000,000; (h) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.037.02; (gi) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly Investments by a CFC which Investments are covered by the Borrower in Swap Contracts permitted under Section 7.03(c)(iv)7.03(d); (hj) Investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with an acquisition permitted hereunder) so long as such investments were not made in contemplation of such Person becoming a subsidiary of such merger; (k) Investments constituting deposits described in clauses (e) and (f) of Section 7.01; (l) Investments received in satisfaction of judgments, settlements of debt or compromises of obligations or as consideration for the settlement, release or surrender of a contract, tort or other litigation claims, in each case in the ordinary course of business, including, without limitation, pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; and (m) other Investments not exceeding $5,000,000 500,000 in the aggregate at in any time.fiscal year of the Borrower. CREDIT AGREEMENT

Investments. Make or hold any Investments, except: (a) Investments reflected on the consolidated balance sheet of the Borrower dated March 31, 2011; (b) Investments held by the Borrower and its Subsidiaries or such Loan Party in the form of cash, Cash Equivalents and Bond Investmentsor short-term marketable debt securities; (bc) advances to officers, directors and employees of the Borrower and Restricted Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (id) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower in any wholly-owned Subsidiary that are not Loan Parties is a Guarantor and Investments of any wholly-owned Subsidiary that is a Guarantor in other Subsidiaries the Borrower or in another wholly-owned Subsidiary that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000a Guarantor; (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 to the extent reasonably necessary in order to prevent or limit loss; (ef) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03; (g) Permitted Acquisitions Investments in Unrestricted Subsidiaries and Joint Venture Entities (other than net of CFCs any distributions received by the Borrower and Restricted Subsidiaries held with respect to such Investments), provided that (i) the aggregate amount of all such Investments made after the Closing Date shall not exceed the greater of (A) $400,000,000 and (B) 25% of Borrower’s Consolidated Net Tangible Assets as of the date of any such Investment is made, (ii) after giving effect to any such Investment, the Borrower has at least $50,000,000 in unused availability under the Commitments, (iii) no Default or Event of Default shall exist prior to or after giving effect to such Investment, and (iv) with respect to any such Investment of $80,000,000 or more, the financial covenants contained in Section 7.20 are satisfied on a pro forma basis after giving effect to such Investment; provided, in the event the Equity Interests of any Unrestricted Subsidiary or Joint Venture Entity owned directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(ivthe Borrower have not been pledged as Collateral (each an “Unpledged Entity”), for purposes of determining such compliance under this clause (iv), the aggregate amount of all Consolidated EBITDA attributed to all such Unpledged Entities’ operations shall be limited to 35% of Consolidated EBITDA; (h) Investments consisting of Equity Interests, real or personal property received as non-cash consideration pursuant to Dispositions permitted under Section 7.05(c); and (i) other Investments (including Investments in Persons that are not Subsidiaries) in an outstanding aggregate amount not exceeding the greater of (A) $5,000,000 80,000,000 and (B) 5% of Borrower’s Consolidated Net Tangible Assets as of the date any such Investment is made, provided that (i) no Default or Event of Default shall exist prior to or after giving effect to such Investment, and (ii) the financial covenants contained in the aggregate at any timeSection 7.20 are satisfied on a pro forma basis after giving effect to such Investment.

Investments. Make Except to the extent permitted pursuant to paragraph (G) below, neither Holdings nor any of its Subsidiaries shall directly or hold indirectly make or own any Investments, Investment except: (ai) Investments held in Cash Equivalents; (ii) Permitted Existing Investments in an amount not greater than the amount thereof on the Effective Date; (iii) Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; (iv) Investments consisting of deposit accounts maintained by AAS or Valley in connection with their cash management systems provided funds deposited in such deposit accounts are regularly transferred to concentration accounts maintained, as of the Borrower date of this Agreement with the Documentation and Collateral Agent, or such other concentration account as is established with the consent of the Administrative Agent; (v) Investments consisting of deposit accounts maintained by AAS Canada, or Brink International or Brink or any other Subsidiaries of Brink International; (vi) Investments made prior to the occurrence of a Default or Unmatured Default in third parties or joint ventures consisting of manufacturing operations in a related line of business to that of AAS and which can provide manufacturing support to AAS ("DESIGNATED INVESTMENTS"), provided the aggregate amount of Designated Investments after the date hereof do not exceed $5,000,000 and treating such Designated Investment as capital expenditures, after making such Investments, AAS is in full compliance with the Terms of Section 6.4; (vii) Investments made by Holdings in Brink Acquisition prior to January 31, 1997 and in Brink International, by Brink Acquisition in Brink and its Subsidiaries and in the form of cashBrink International and Investments made prior to January 31, Cash Equivalents 1997 by Brink International in Brink and Bond Investmentsits Subsidiaries; (bviii) advances Investments with respect to officers, directors and employees of Indebtedness permitted pursuant to Section 6.3(A)(f); (ix) Investments with any other Persons which do not exceed $50,000 in the Borrower and Subsidiaries aggregate at any time; (x) Investments by AAS Canada effected pursuant to the Bell Purchase Agreement; and (xi) Investments in AAS Canada in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv)); (h) other Investments not exceeding $5,000,000 in the aggregate at any timeC$2,500,000.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower Parent and its Subsidiaries in the form of cash, cash and Cash Equivalents and Bond InvestmentsEquivalents; (b) (i) advances to officers, directors and employees of the Borrower Parent and its Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous other similar ordinary business purposespurposes and (ii) loans by the Parent or its Subsidiaries to their employees in connection with the purchase by such Persons of Equity Interests (other than Disqualified Equity Interests) of the Parent pursuant to management incentive plans; provided that the aggregate amount of Investments made pursuant to the preceding clauses (i) and (ii) shall not exceed $5,000,000 at any time outstanding; (c) (i) Investments by the Borrower Parent and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower Parent and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower Parent that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from which, when combined with the date hereof aggregate amount of Investments made pursuant to Section 7.03(j) in the Equity Interests of Subsidiaries that do not to become Loan Parties, does not exceed $5,000,000150,000,000 in any calendar year and does not exceed $300,000,000 during the term of this Agreement; provided that the conversion of any Indebtedness owed to the Parent or any other Loan Party by any Subsidiary into equity of such Subsidiary shall not constitute an additional Investment in such Subsidiary by the Parent or such other Loan Party (or a reduction in the amount of any such Investments) for purposes of the limitation contained in the immediately preceding clause (iv); (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 in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers, Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit lossloss and Investments received in compromise or resolution of litigation, arbitration or other disputes; (e) Investments constituting (i) Indebtedness (including Guarantees of Indebtedness) permitted by Section 7.027.02 (other than Sections 7.02(d), 7.02(f), 7.02(p) and 7.02(r)), and including Indebtedness that may be deemed to exist of the type described in Section 7.02(g) and (ii) Guarantees of other obligations (other than Indebtedness) of the Parent and its Subsidiaries incurred in the ordinary course of business; (f) Investments resulting from transactions permitted by Section 7.04, 7.05 or 7.06; (g) Investments existing on the date hereof or made pursuant to legally binding written commitments in existence on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03 and any modification, refinancing, renewal, refunding, replacement or extension thereof; provided that the amount of any Investment permitted pursuant to this Section 7.03(g) is not increased from the amount of such Investment on the Closing Date except pursuant to the terms of such Investment as of the Closing Date or as otherwise permitted pursuant to another clause of this Section 7.03; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv)); (h) other Investments not exceeding $5,000,000 deposits made to secure the performance of leases, licenses or contracts in the ordinary course of business, and other deposits made in connection with the incurrence of Liens permitted under Section 7.01; (i) Investments consisting of Uniform Commercial Code Article 3 endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (j) (x) the purchase or other acquisition by any Loan Party of at least 50% of the Equity Interests in a Person that, upon the consummation thereof will be a Subsidiary (including as a result of a merger or consolidation), or (y) the purchase by any Loan Party of all or substantially all of the property of, or assets constituting one or more business units or divisions of, any Person; provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.03(j): (i) any such newly-created or acquired Subsidiary shall comply with the requirements of Section 6.12; (ii) (A) immediately before and immediately after giving pro forma 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 the Consolidated Leverage Ratio as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 does not exceed the applicable covenant level for such fiscal quarter end as set forth in Section 7.10(a) less 0.25; (iii) the Parent 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 (or such later date as is agreed by the Administrative Agent in its reasonable discretion), a certificate of a Responsible Officer of the Parent, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in the preceding clauses (i) and (ii) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition; and (iv) the aggregate amount of all Investments (other than Investments the consideration for which is in the form of (i) Equity Interests (other than Disqualified Equity Interests) issued by a Loan Party or (ii) the net proceeds of an issuance by a Loan Party of its Equity Interests (other than Disqualified Equity Interests)) made pursuant to this Section 7.03(j) in the Equity Interests of Subsidiaries that do not become Guarantors, when combined with the aggregate amount of Investments made pursuant to Section 7.03(c)(iv), does not exceed $150,000,000 in any calendar year and does not exceed $300,000,000 during the term of this Agreement. (k) Investments by the Parent and its Subsidiaries not otherwise permitted under this Section 7.03 in an aggregate amount not to exceed $50,000,000 at any timetime outstanding; provided that, with respect to each Investment made pursuant to this Section 7.03(k), (A) immediately before and immediately after giving pro forma 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, the Parent and its Subsidiaries shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10; (l) Investments by any Foreign Subsidiary in any other Person that becomes a Subsidiary as a result thereof; (m) Investments in Swap Contracts permitted under Section 7.02(b); and (n) Investments consisting of Guarantees of obligations (other than Indebtedness) of the Parent and its Subsidiaries arising under agreements entered into in connection with acquisitions or Dispositions permitted under this Agreement. To the extent that the making of any Investment could be deemed a use of more than one subsection of this Section 7.03, the Co-Borrowers may select the subsection to which such Investment will be deemed a use and in no event shall the same portion of any Investment be deemed a use of or be attributable to more than one subsection.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and Holdings or any of its Subsidiaries in the form of cash, cash and Cash Equivalents and Bond InvestmentsEquivalents; (b) advances to officers, directors and employees of the Borrower Holdings and its Subsidiaries in an aggregate amount not to exceed $500,000 5,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (c) Investments (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding existing on the date hereofClosing Date in Subsidiaries existing on the Closing Date, (ii) additional Investments by in Borrowers or any Subsidiaries of Holdings that are Loan Parties (including those formed or acquired after the Borrower Closing Date so long as Holdings, Borrowers and its their Subsidiaries in Loan Partiescomply with the applicable provisions of Section 6.11), (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries of Holdings that are not Loan Parties (other than the Inactive SubsidiariesParties; provided that, in which no further the case of Investments shall be permittedmade after the Closing Date pursuant to this clause (iv), (A) in an such Loan Parties comply with the applicable provisions of Section 6.11, and (B) the aggregate amount invested from of all such Investments made after the date hereof Closing Date outstanding at any time during the term of the Term Facility (determined without regard to any write-downs or write-offs of such Investments) shall not to exceed $5,000,00020,000,000; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted Investments by Section 7.02any Subsidiary of Holdings in the form of Permitted Acquisitions; provided that the aggregate amount of Investments made by the Loan Parties in Persons that do not become Loan Parties pursuant to this clause (e) shall not exceed $20,000,000; (f) Investments existing on the date hereof (other than those referred to in Guarantees permitted by Section 7.03(c)(i)) and set forth on Schedule 7.03; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Swap Contracts to the extent permitted pursuant to Section 7.03(c)(iv)7.03(d); (h) other Investments; provided that in no event shall the aggregate amount of Investments allowed pursuant to this Section 7.02(h) during the term of this Agreement (net of any returns of capital on such Investments) exceed the Available Amount; (i) Investments in Permitted Joint Ventures; provided, that the aggregate amount invested in Permitted Joint Ventures by Loan Parties pursuant to this clause (i) shall not exceeding exceed $5,000,000 20,000,000 (net of any Returns); (j) Investments in Term Loans pursuant to Section 10.06(b)(vii); (k) Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the aggregate at any timeordinary course of business; and (l) Investments consisting of the licensing or contribution of IP Rights pursuant to joint marketing arrangements with other Persons.

Investments. Make or hold maintain any Investments, exceptother than the following: (a) Investments held by the Borrower and its Subsidiaries Loan Parties in the form of cash, Cash Equivalents and Bond Investmentsthat are in a Controlled Deposit Account; (b) loans and advances to officers, directors and employees of the Borrower Loan Parties and their Subsidiaries made in the Ordinary Course of Business in an aggregate amount at any one time outstanding not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes250,000; (ic) Investments by intercompany loans to the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000extent permitted under Section 8.01(p); (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 Ordinary Course of businessBusiness, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors Account Debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.028.01; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03[intentionally omitted]; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv))Acquisitions; (h) any Loan Party may make any other Investments Investment (other than any Investment in or to a Mexican Subsidiary) that is not exceeding an Acquisition solely if, as of the date of any such Investment and after giving Pro Forma Effect thereto, the Payment Conditions are satisfied with respect thereto; (i) loans, investments, advances or prepayments made to growers, and prepayments on purchase contracts with growers, in each case (A) made or entered into in the ordinary course of business and (B) to the extent such loans, investments, advances and prepayments, as applicable, are reflected in the projections furnished to the Administrative Agent pursuant to Section 7.01(c), not to exceed $5,000,000 15,000,000 in the aggregate for all such loans, investments, advances and prepayments permitted pursuant to this clause (i) at any timeone time outstanding; and (j) the Windset Investment in existence and in effect on the Closing Date.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries Company or such Subsidiary in the form of cash, cash or Cash Equivalents and Bond InvestmentsEquivalents; (b) advances to officers, directors and employees Investments existing as of the Borrower Closing Date and Subsidiaries set forth in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposesSchedule 8.02; (ic) Investments by in the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower Company or any Person that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from a Guarantor prior to giving effect to such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000; (d) Investments by any Subsidiary of the Company that is not a Guarantor in any other Subsidiary of the Company that is not a Guarantor; (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 to the extent reasonably necessary in order to prevent or limit loss; (ef) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.038.03; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv))Acquisitions; (h) Investments by the Company and the Guarantors in Foreign Subsidiaries in an aggregate amount not to exceed the aggregate amount of cash previously transferred or otherwise repatriated from such Foreign Subsidiaries back to the Company and the Guarantors (the “Repatriated Funds”); provided that, for purposes of calculating the amount of Investments permitted by this Section 8.02(h), any repayment of the ExamWorks Europe Loan shall only constitute Repatriated Funds to the extent such repayments are made after the principal amount of such ExamWorks Europe Loan is reduced below $60,000,000; and (i) Investment in the form of a loan by ExamWorks Europe to ExamWorks UK Limited (the “ExamWorks Europe Loan”) in an aggregate amount not to exceed £45 million; (j) Investments arising from Swap Contracts incurred under Section 8.03(d); and (k) other Investments not exceeding to exceed $5,000,000 500,000 in the aggregate at any timeaggregate.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries in the form of cash, cash or Cash Equivalents and Bond Investments; (b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposesEquivalents; (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, Closing Date; (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties (including during the period set forth in Section 6.13 during which such Subsidiaries are not yet Loan Parties, ); (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties Parties; and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Joint Ventures and Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof hereof, together with any Investments permitted under Section 7.03(m), not to exceed at any time outstanding an aggregate amount equal to the greater of (A) $5,000,000100,000,000 and (B) ten percent (10.0%) of Consolidated Total Assets, provided, that, no Investments pursuant to this Section 7.03(b)(iv) shall be permitted after the Third Amendment Effective Date until the date on which the Borrower has delivered a Compliance Certificate for the Fiscal Quarter ending June 30, 2021through the Trigger Date; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (ec) Guarantees permitted by Section 7.02; (fd) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) Closing Date and set forth on Schedule 7.037.03 (including any reinvestments thereof); (e) Permitted Acquisitions, provided, that, no Permitted Acquisitions shall be permitted after the Third Amendment Effective Date until the date on which the Borrower has delivered a Compliance Certificate for the Fiscal Quarter ending June 30, 2021; (f) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of account debtors, suppliers and customers and in settlement of delinquent obligations of, and other disputes with, account debtors, customers and suppliers arising in the ordinary course of business; (g) Permitted Acquisitions (extensions of trade credit made in the ordinary course of business on customary credit terms and commissions, relocation, travel and similar advances made to officers and employees and to consultants for consulting services and reimbursable expenses, all in the ordinary course of business; provided, that, advances to officers, employees and to consultants for purposes other than of CFCs commission, relocation and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv))travel shall not exceed $2,500,000 in aggregate at any time outstanding; (h) advances made by the Borrower or its Subsidiaries or Joint Ventures to clients in connection with Facility Leases and Facility Management Agreements of the Borrower in the ordinary course of business consistent with past practices; (i) to the extent any Capital Expenditure would constitute an Investment, such Capital Expenditure; (j) Investments received as the non-cash portion of consideration received in connection with transactions permitted pursuant to Section 7.05 (other than by reference to this Section 7.03 (or any sub-clause hereof)); CHAR1\1641691v2CHAR1\1779505v1 (k) to the extent constituting Investments, pledges and deposits of the type described in Section 7.01(e) and (f), in each case, to the extent permitted by Section 7.01(e) and (f); (l) Investments in Swap Contracts to the extent permitted by Section 7.02(e); (m) so long as no Default has occurred and is continuing or would result from any such Investment, other Investments in an aggregate amount, which, together with any Investments permitted under Section 7.03(b)(iv), do not exceeding $5,000,000 in the aggregate exceed at any timetime outstanding the greater of (i) $100,000,000 and (ii) ten percent (10.0%) of Consolidated Total Assets, provided, that, no Investments pursuant to this Section 7.03(m) shall be permitted after the Third Amendment Effective Date until the date on which the Borrower has delivered a Compliance Certificate for the Fiscal Quarter ending June 30, 2021through the Trigger Date; (n) Investments existing as of the Closing Date in Subsidiaries, Joint Ventures and other Persons set forth on Schedule 5.18(a); and (o) Liens permitted by Section 7.01 (other than by reference to this Section 7.03 (or any sub-clause hereof)). provided, that, any Investment which when made complies with the requirement of the definition of the term “Cash Equivalent” may continue to be held notwithstanding that such Investment if made thereafter would not comply with such requirements.

Investments. Make or hold any Investments, except: (a) Investments held by Holdings, the Borrower and its their respective Subsidiaries in the form of cash, cash or Cash Equivalents and Bond InvestmentsEquivalents; (b) advances to officers, directors and employees of Holdings, the Borrower and their respective Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstandingaccordance with the reasonable expense and reimbursement policies and practices of Holdings, the Borrower and its Subsidiaries, for travel, entertainment, relocation and analogous ordinary business purposes; (c) (i) Investments by Holdings, the Borrower and its their respective Subsidiaries in their respective Subsidiaries outstanding on the date hereof, and (ii) additional Investments by Holdings, the Borrower and its their respective Subsidiaries in Loan Parties, and (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in wholly-owned Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv7.03(c)(iii));; and (hg) other Other Investments made in connection with Holdings and the Borrower’s overall tax planning strategy in an amount not exceeding to exceed $5,000,000 15,000,000 on an annual basis in the aggregate at any time(other than Investments made in CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iii)).

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Restricted Subsidiaries in the form of cash, cash (including cash held in bank deposit or demand deposit accounts) and Cash Equivalents and Bond InvestmentsEquivalents; (b) Loans or advances to officersany existing or former director, directors and employees officer, consultant, advisor or employee of the Borrower and or any of its Subsidiaries in an the ordinary course of business other than any loans or advances that would be in violation of Section 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act; provided, however, that the aggregate principal amount of all loans and advances permitted pursuant to this subclause (b) shall not to exceed $500,000 2,500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (i) Investments by the Borrower and its Restricted Subsidiaries in their respective Restricted Subsidiaries outstanding on the date hereofClosing Date, (ii) additional Investments by the Borrower and its Restricted Subsidiaries in Loan Parties, (iii) additional Investments by Restricted Subsidiaries of the Borrower that are not Loan Parties in other Wholly Owned Restricted Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties Borrower and its Restricted Subsidiaries in Restricted Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof or Wholly Owned Restricted Subsidiaries not to exceed (together, in the case of clause (iv) with Guarantees made under Section 7.02(f), Dispositions made under Section 7.05(c)(iv) and Restricted Payments made by a Loan Party to a Restricted Subsidiary that is not a Loan Party under Section 7.06(a)) $5,000,00050,000,000 in the aggregate at any one 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 to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03Closing Date; (g) the purchase or other acquisition by the Borrower or a Wholly Owned Restricted Subsidiary of (i) all or a majority of the Equity Interests in (or with respect to a non-Wholly Owned Subsidiary or joint venture, all of the remaining unowned Equity Interests in) any Person that upon the consummation thereof, will become a Restricted Subsidiary (including as a result of a merger or consolidation), (ii) all or a substantial part of the property of, any Person or (iii) assets of another Person that constitute a business unit, including, without limitation, individual restaurants; provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.03(g) (each, a “Permitted Acquisition”): (i) any such newly-created or acquired Restricted Subsidiary shall comply with the requirements of Section 6.12 to the extent applicable and the Equity Interests thereof shall be pledged to the extent required by the Guarantee and Security Agreement; (ii) (A) immediately before and immediately after giving pro forma effect to any such purchase or other acquisition, no Default or Event of Default shall have occurred and be continuing and (B) immediately after giving effect to such purchase or other acquisition, (x) the Borrower and its Restricted Subsidiaries shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Section 7.11 and (y) the Consolidated Leverage Ratio shall not be greater than 5.75:1.00, in each case determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to clause (i) or (ii) of Section 6.01(a) (and for periods ending on or prior to October 3, 2010, financial information filed with the SEC) as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby; provided that clause (y) shall not be applicable with respect to acquisitions of franchised restaurants from the franchisee thereof so long as the aggregate amount of all such acquisitions of franchised restaurants made without complying with clause (y) shall not exceed $75,000,000 at any one time outstanding; and (iii) the Borrower shall have delivered to the Administrative Agent at least one Business Days prior to the date on which any such purchase or other acquisition is to be consummated, a certificate of a Responsible Officer certifying that all of the requirements set forth in this clause (g) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition, together with all relevant available financial information for the Person or assets to be acquired and setting forth reasonably detailed calculations demonstrating compliance with clause (ii) above; provided that in respect of Permitted Acquisitions that are both (other than x) for consideration not in excess of CFCs $15,000,000 individually and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv));(y) for consideration not in excess of $25,000,000 in the aggregate in any Fiscal Year, clause (iii) above shall not apply. (h) other Investments in Unrestricted Subsidiaries and joint ventures at any time outstanding not exceeding $5,000,000 25,000,000; (i) Investments received as non-cash consideration in a Disposition made pursuant to and in compliance with Section 7.05; (j) 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 or acquired by the Borrower or any of its Restricted Subsidiaries as a result of a foreclosure by the Borrower or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default; (k) Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (l) Investments arising as a result of any Permitted Receivables Financing; (m) Investments consisting of (i) purchases, redemptions or other acquisitions of the Applebee’s and IHOP Notes and other Indebtedness permitted to be purchased, redeemed or acquired under Section 7.14, or (ii) cash, securities or other property in deposit or securities accounts created in connection with the defeasance, discharge, redemption or satisfaction of such Applebee’s and IHOP Notes, in each case, in accordance with the terms hereof and other Indebtedness permitted to be defeased, discharged, redeemed or satisfied under Section 7.14; (n) so long as no Default or Event of Default shall have occurred and be continuing at the time thereof or would result therefrom, other Investments at any time outstanding not exceeding (w) $25,000,000, plus (x) if, after giving effect thereto on a Pro Forma Basis, (i) the Consolidated Leverage Ratio shall not be greater than 5.00:1.00 and (ii) the Borrower and its Restricted Subsidiaries shall be in compliance with the financial covenants set forth in Section 7.11, additional Investments up to the Permitted Amount, plus (y) additional Investments up to the Permitted Equity Amount, plus (z) Investments acquired in consideration for the issuance of Qualified Equity Interests of the Borrower; (o) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or consolidated with any Restricted Subsidiary in accordance with this Section and Section 7.03 after the Closing Date to the extent that such Investments are not otherwise permitted under this Section 7.03 and (i) were not made in contemplation of or in connection with such acquisition, merger or consolidation, (ii) were in existence on the date of such acquisition, merger or consolidation and (iii) do not constitute substantially all of the assets of the Person acquired; (p) advances of payroll payments to employees in the aggregate at ordinary course of business; (q) Guarantees by the Borrower or any timeRestricted Subsidiary made pursuant to and in compliance with Section 7.02(r); and (r) Investments in Centralized Supply Chain Services, LLC, a purchasing co-operative organization (or a similar industry co-operative organization) made in the ordinary course of business and relating to restaurant operations, marketing and expenditures.

Investments. Make or hold any Investments, except: (a) prior to the Collateral Release Date, (i) Investments held by the Borrower and its Subsidiaries or such Subsidiary in the form of cash, Cash Equivalents and Bond Investmentscash equivalents; (bii) advances to officers, directors and employees Investments of the Borrower in any Restricted Subsidiary and Subsidiaries Investments of any Restricted Subsidiary in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposesthe Borrower or in another Restricted Subsidiary; (iii) Investments representing non-cash consideration of Dispositions permitted under Section 7.05; (iv) the acquisition of or other Investments (other than Investments consisting of Guarantees) in any Unrestricted Subsidiary so long as (i) Investments by immediately before and immediately after giving pro forma effect to any such acquisition or Investment, no Default shall have occurred and be continuing, and (ii) immediately after giving effect to such acquisition or Investment, the Borrower and its Restricted Subsidiaries shall be in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries pro forma compliance with all of the Borrower covenants set forth in Sections 7.14(b) and 7.15(b); provided, however that are if such acquisition or Investment relates to an Included Unrestricted Subsidiary, solely for purposes of calculating the Consolidated Senior Leverage Ratio (but not Loan Parties for purposes of calculating the interest coverage ratio or the Consolidated Leverage Ratio), the contribution to Consolidated EBITDA in other respect of the net income of Included Unrestricted Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not limited to exceed $5,000,00035% of Consolidated EBITDA for purposes of giving pro forma effect to such acquisition or Investment; (dv) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (evi) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in 7.03 and Section 7.03(c)(i)) and set forth on Schedule 7.03; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv)6.17(d); (hvii) Investments in Swap Contracts permitted by Section 7.03(d); (viii) Loans or advances to any officer, director or employee of any Loan Party for travel and related expenses consistent with the policies and procedures of such Loan Party and not to exceed $2,500,000 at any one time outstanding; (ix) the purchase or other Investments not exceeding $5,000,000 acquisition of property and assets or businesses of any Person or of assets constituting a business unit, a line of business or division of such Person, or Equity Interests in a Person that, upon the consummation thereof, will be a wholly owned 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 Section 7.02(a)(ix): (A) to the extent required by Section 6.12, each applicable Loan Party and any such newly created or acquired Restricted Subsidiary (and, to the extent required by this Agreement, the Restricted Subsidiaries of such created or acquired Restricted Subsidiary) shall be a Guarantor and shall have complied with the requirements of Sections 6.12 and 6.13, within the times specified therein; (B) the acquired property, assets, business or Person is in the aggregate Present Line of Business; and (C) (A) immediately before and immediately after giving pro forma 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, the Borrower and its Restricted Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Sections 7.14(b) and 7.15(b); (x) Investments (other than Investments consisting of Guarantees) in Persons (other than a Person that is or becomes a Subsidiary of the Borrower) in the Present Line of Business to the extent not otherwise permitted by the foregoing clauses of this Section, so long as, immediately after giving effect to any such Investment, no Default has occurred and is continuing and the Borrower and its Restricted Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Sections 7.14(b) and 7.15(b); (xi) from and after the time that a Targa Parent has no material assets other than direct or indirect ownership interests in the Borrower, the acquisition of all of the Equity Interests of such Targa Parent, so long as (i) immediately before and immediately after giving pro forma effect to any such acquisition or Investment, no Default shall have occurred and be continuing and (ii) immediately after giving effect to such acquisition or Investment, the Borrower and its Restricted Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Sections 7.14(b) and 7.15(b); (xii) Investments in any Receivables Entity consisting of (i) capital contributions of Receivables Facility Assets to such Receivables Entity, (ii) capital contributions of cash to such Receivables Entity to the extent necessary to enable such Receivables Entity to (x) purchase Receivables Facility Assets at fair market value and (y) comply with any timeContractual Obligations imposing minimum capitalization requirements on such Receivables Entity and (ii) promissory notes issued by such Receivables Entity payable to the Borrower or a Restricted Subsidiary representing the noncash portion of the purchase price for Receivables Facility Assets sold to such Receivables Entity, in each case in connection with any Permitted Receivables Financing; and (xiii) on and after the Collateral Release Date, Investments that (i) do not violate the Borrower’s or any Restricted Subsidiary’s Organizational Documents and (ii) upon giving effect to such Investment, the Borrower and its Restricted Subsidiaries are in compliance with Section 7.08.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries or such Subsidiary in the form of cash, Cash Equivalents and Bond Liquid Investments; (b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (ic) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties the form of cash and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiarieskind investments in Coinstar Ltd., in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,0009,000,000 in any fiscal year (beginning with 2002) and not to exceed an aggregate amount of $17,000,000 for the period beginning on December 31, 2001 through the end of the term of this Agreement; provided, for purposes of this Section 7.02(c) reasonable interest on -------- --------------- loans made by Borrower to Subsidiaries shall be excluded from the calculations of Investments of the Borrower; (d) Investments of the Borrower in any wholly-owned Domestic Subsidiary and Investments of any wholly-owned Domestic Subsidiary in the Borrower or in another wholly-owned Domestic Subsidiary; (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 to the extent reasonably necessary in order to prevent or limit loss; (ef) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) 7.03; and set forth on Schedule 7.03;------------ (g) Permitted Acquisitions Borrower may make one or more Acquisitions; provided that (other i) -------- Administrative Agent is given not less than 30 days advance notice of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by the proposed Acquisition together with the acquisition information described in Section 7.03(c)(iv6.02(e)); , (hii) other Investments not exceeding $5,000,000 in the aggregate at non-equity consideration paid by Borrower in --------------- connection with all Acquisitions during the term of this Agreement shall not exceed $15,000,000, (iii) no Default or Event of Default exists and the Acquisition would not reasonably be expected to cause a Default or Event of Default (including any time.Default under Section 7.12 or the other financial ------------ covenant provisions of this Agreement), (iv) the transaction is not hostile, as reasonably determined by the Administrative Agent, (v) the Acquired Entity has positive cash flow for the 12 month period immediately preceding the date of the Acquisition, (vi) the Acquired Entity is engaged in a line of business which may be leveraged by Borrower's technology, distribution network, or partner relationships, and (vii) all of the applicable requirements of Sections 6.12 or ----------------

Investments. Make any advance, loan, extension of credit (by way of guaranty or hold otherwise) or capital contribution to, or purchase (including pursuant to any merger with, or as a Division Successor pursuant to the Division of, any Person that was not a Wholly Owned Subsidiary prior to such merger or Division) 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 other Person (all of the foregoing, “Investments”), except: (a) (i) extensions of trade credit or other advances in the ordinary course of business (including any such Investments held by the between and among Parent Borrower and its Subsidiaries in Subsidiaries, other than Unrestricted Subsidiaries) and (ii) Investments existing on the form Fifth Restatement Effective Date and, to the extent not otherwise permitted by Section 7.7, set forth on Schedule 7.7(a), unless such Investment (valued at cost) does not exceed $50,000 (provided that the aggregate amount (valued at cost) of cash, Cash Equivalents and Bond Investmentssuch unlisted Investments does not exceed $1,000,000); (b) advances to officers, directors and employees of the Borrower and Subsidiaries investments in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposesCash Equivalents; (ic) Investments Guarantee Obligations permitted by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000Section 7.2; (d) Investments consisting loans and advances to employees of extensions of credit any Group Member in the nature ordinary course of accounts receivable or notes receivable arising from business (including for travel, entertainment and relocation expenses) consistent with prudent business practice and in an aggregate amount for all Group Members not to exceed $5,000,000 at any one time outstanding; and payroll, travel and similar advances to cover matters that are expected at the grant time of trade credit such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees subject to Section 7.17, the Parent Borrower and its Restricted Subsidiaries may make additional Investments, loans or advances in connection with IP Reorganization Transactions permitted by Section 7.027.17; (f) Investments existing on (i) Investments, loans or advances made by the date hereof Parent Borrower or any Restricted Subsidiary in the Parent Borrower or any Subsidiary Guarantor, (ii) Investments, loans or advances made by any Restricted Subsidiary that is not a Loan Party in any Loan Party, (iii) Investments, loans or advances made by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party, (iv) Investments, loans or advances made by (x) any Loan Party in any Restricted Subsidiary that is not a Loan Party and (y) by the Parent Borrower, any Wholly Owned Subsidiary Guarantor or any Additional Borrower in any Loan Party (other than those referred the Parent Borrower) that is not a Wholly Owned Subsidiary Guarantor in an aggregate amount (as to in Section 7.03(c)(i)clauses (x) and set forth on Schedule 7.03(y) taken together) not to exceed the greater of $145,000,000 and 8.0% of Consolidated Total Assets of the Parent Borrower and its Subsidiaries at such date at any time outstanding, (v) Investments, loans or advances made by any Additional Borrower or Foreign Subsidiary, in each case, that is a Non-Domestic Subsidiary in any other Additional Borrower or Foreign Subsidiary, in each case, that is a Non-Domestic Subsidiary, (vi) Investments, loans or advances made by the Parent Borrower or any Restricted Subsidiary in the Parent Borrower or any Restricted Subsidiary in any IP Reorganization Transaction permitted by Section 7.17, (vii) [reserved], (viii) Investments, loans or advances made by any Foreign Subsidiary that is not a Loan Party in the Parent Borrower, any Restricted Subsidiary or any other Foreign Subsidiary and (ix) Investments by the Parent Borrower or a Restricted Subsidiary in a Securitization Subsidiary or any Investment by a Securitization Subsidiary in any other Person, in each case, in connection with a Qualified Receivables Transaction; provided, however, that any Investment in a Securitization Subsidiary by the Parent Borrower or a Restricted Subsidiary pursuant to this Section 7.7(f) is in the form of a Purchase Money Note or a contribution of additional receivables; (g) Permitted Acquisitions (other than Investments in assets useful in the business of CFCs the Parent Borrower and its Restricted Subsidiaries held directly made by the Parent Borrower or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv))any of its Restricted Subsidiaries with the proceeds of any Reinvestment Deferred Amount; (h) Permitted Acquisitions; provided that with respect to each purchase or other Investments acquisition made pursuant to this Section 7.7(h): (i) immediately before and immediately after giving effect on a pro forma basis to any such purchase or other acquisition (and any related acquisition, assumption or incurrence of Indebtedness), the Parent Borrower shall be in pro forma compliance with the financial covenants set forth in Section 7.1, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent pursuant to Section 6.1(a) or (b) as though such purchase or other acquisition (and any related acquisition, assumption or incurrence of Indebtedness) had been consummated as of the first day of the fiscal period covered thereby; provided that, with respect to any Permitted Acquisition that is a Limited Condition Acquisition for which the Parent Borrower has made an LCA Election, the relevant date for the determinations under this clause (i) shall be the LCA Test Date in accordance with Section 1.5; and (ii) to the extent (x) Persons do not, upon the acquisition thereof, become Loan Parties or (y) property acquired is not exceeding owned by Loan Parties, then either (A) the Consolidated Leverage Ratio (determined on the basis of the financial information most recently delivered to the Administrative Agent pursuant to Section 6.1(a) or (b)) shall be less than 3.25:1.00 or (B) if the Consolidated Secured Leverage at the time of the consummation of the Permitted Acquisition is less than 1.50:1.00 (in each case, on a pro forma basis after giving effect to the making of such Investment and the incurrence of any Indebtedness in connection therewith, recomputed as of the last day of the most recently ended fiscal quarter of the Parent Borrower for which financial statements are available), the aggregate consideration (whether cash or property, as valued in good faith by the Parent Borrower) given by Non-Loan Parties for all Purchases (or portions thereof) consummated in reliance on this Section 7.7(h)(ii)(B) from and after the Fifth Restatement Effective Date, of (x) Persons that do not, upon the acquisition thereof, become Loan Parties or (y) property that is not, upon acquisition thereof, owned by Loan Parties, shall not exceed $5,000,000 200,000,000 in the aggregate at from and after the Fifth Restatement Effective Date; provided, that in the case of any time.Purchase with respect to which certain Persons will become Loan Parties upon consummation thereof and others will not, or certain property will become owned by Loan Parties upon consummation thereof and other property will not, the aggregate consideration subject to the limitations in this Section

Investments. Make None of the Borrower and the Restricted Subsidiaries shall directly or indirectly make or hold any Investments, except:except (in each case in respect of Investments in Unrestricted Subsidiaries, subject to the notwithstanding paragraph at the end of this Section 7.2): (a) Investments held by the Borrower in cash and its Subsidiaries in the form of cash, Cash Equivalents and Bond InvestmentsEquivalents; (b) advances to officers, directors and employees of the Borrower and Subsidiaries Investments (i) in an aggregate amount any Loan Party or (ii) by any Restricted Subsidiary that is not to exceed $500,000 at a Loan Party in any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposesother Restricted Subsidiary that is not a Loan Party; (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000; (dc) 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 deposits, prepayments and other credits to suppliers in the extent reasonably necessary ordinary course of business; (d) Investments consisting of transactions permitted under Sections 7.1, 7.3 (other than 7.3(c) and (d)), 7.4 (other than 7.4(c), (d), (e) or (f) (unless the applicable Disposition referred to in order Section 7.4(f) would itself constitute an Investment permitted pursuant to prevent or limit lossthis Section 7.2(d) without reliance on Section 7.4(f)), 7.5 (other than 7.5(d) and (e)), 7.6, and 7.10, respectively; (e) Guarantees Investments (i) existing or contemplated on the Signing Date and set forth on Schedule 7.2(e), and any modification, replacement, renewal, reinvestment, or extension thereof and (ii) existing on the Signing Date by the Borrower or any Restricted Subsidiary in the Borrower or any other Restricted Subsidiary and any modification, renewal, or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment as of the Signing Date or as otherwise permitted by this Section 7.027.2; (f) Investments existing on the date hereof (other than those referred to in Hedging Transactions permitted under Section 7.03(c)(i)) and set forth on Schedule 7.037.3; (g) Permitted Acquisitions (promissory notes and other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered non-cash consideration received in connection with Dispositions permitted by Section 7.03(c)(iv))7.5; (h) any Investment by the Borrower or any of its Restricted Subsidiaries (directly by Borrower or any Restricted Subsidiary or indirectly through PubCo Parent (or any of their respective Subsidiaries), provided that such Investment, or substantially all of the assets of the Person in which such Investment is made, are subsequently contributed to Borrower or any other Loan Party) in the form of a purchase or acquisition of one or more Person(s) or assets in the same or a generally related line of business if as a result of such Investment: (i) (A) the Borrower and its Restricted Subsidiaries maintain compliance with Section 5.17 and (B) (x) such Person becomes a Loan Party, (y) such Person, in one transaction or a series of related transactions, is merged, consolidated, or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Borrower or a Loan Party and/or (z) such assets (or substantially all of the assets of such Person) are acquired by the Borrower and the other Loan Parties (such transaction or series of related transaction, a “Permitted Acquisition”); (ii) no Default or Event of Default has occurred and is continuing immediately after giving pro forma effect to such purchase or acquisition and the incurrence of Indebtedness and any other related transactions; and (iii) to the extent applicable, Section 5.11 shall be complied with respect to any such newly acquired Restricted Subsidiary and property; (i) 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; (j) 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; (k) so long as no Default or Event of Default has occurred and is continuing on the date such Investment is made, other Investments, which when combined with the aggregate amount of other Investments outstanding pursuant to this clause (k) (valued at the time of the making thereof, and without giving effect to any write downs or write offs thereof, but giving effect to any positive return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts), does not exceeding exceed at the time when any such new Investment is made, the greater of (i) $5,000,000 175,000,000 and (ii) 7.5% of Consolidated Net Tangible Assets (after giving effect to such Investments); provided no direct or indirect Investments in Excluded Subsidiaries may be made in reliance on this clause (k); (l) advances of payroll payments to employees in the ordinary course of business; (m) Investments to the extent that payment for such Investments is made solely with Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent of the Borrower); (n) Investments held by (x) a Restricted Subsidiary, which Restricted Subsidiary is acquired after the Effective Date or (y) a Person merged or amalgamated or consolidated into the Borrower or a Restricted Subsidiary in accordance with Section 7.4 after the Effective Date, in the case of either clause (x) and (y), to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation, or consolidation and were in existence on the date of such acquisition, merger, amalgamation, or consolidation; (o) 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 7.2(k); (p) Investments constituting the non-cash portion of consideration received in a Disposition permitted by Section 7.5; (q) Guarantees by the Borrower or any of its Restricted Subsidiaries of leases (other than Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (r) Permitted Intercompany Activities or Investments in connection with any Borrower Redemption; (s) Investments consisting of Capital Expenditures reasonably necessary to permit the Borrower or any Restricted Subsidiary, to (i) operate its properties and assets in accordance with prudent industry practice or (ii) to comply with applicable law (including any Environmental Laws); (t) any Investment, provided that (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) after giving effect thereto, the Borrower shall be in compliance, on a Pro Forma Basis (including pro forma for any use of cash in making such investment), with the financial covenants set forth in Article 6 and (iii) after giving effect to such Investment, the Borrower shall have minimum Liquidity of at least 10% of the Aggregate Revolving Commitment Amount; (u) Investments in respect of lease, utility, and other similar deposits in the ordinary course of business; (v) ▇▇▇▇▇▇▇ money deposits required in connection with Permitted Acquisitions (or similar Investments); (w) Investments that are made with Excluded Contribution Assets or the proceeds thereof within thirty (30) days after the date such assets were designated as such; and (x) loans or advances to officers, directors, managers, and employees of any Loan Party (or any direct or indirect parent thereof) or any of its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation, and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent thereof directly from such issuing entity (provided that the amount of such loans and advances shall be contributed to any Loan Party 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 timetime under clause (iii) above shall not exceed $5,000,000. For purposes of determining compliance with this Section 7.2, in the event that an Investment meets the criteria of more than one of the categories of Investments described in clauses (a) through (x) above, the Borrower shall, in its sole discretion, classify or later divide, classify or reclassify all or a portion of such Investment in a manner that complies with this Section 7.2 and will only be required to include the amount and type of such Investment in one or more of the above clauses.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries Restricted Entities in the form of cash, Cash Equivalents and Bond InvestmentsEquivalents; (b) advances to officers, directors and employees of the Borrower and Subsidiaries Holdings or any Restricted Entity in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (i) Investments by the Borrower and its Subsidiaries Restricted Entities in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries Restricted Entities in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties Parties, (iv) Investments in Susser Company, Ltd. that are existing as of the date of this Agreement, (v) Investments by C&G Investments in any Cash & Go Entity that are existing as of the date of this Agreement and additional investments by C&G Investments in each Cash & Go Entity consisting of repurchasing the remaining equity interests of each Cash & Go Entity provided that, after such repurchase, each Cash & Go Entity complies with the requirements of Section 6.12 and (ivvi) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in joint ventures or Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,00035,000,000 (when combined with any Guarantees entered into pursuant to Section 7.02(e)(ii)); (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02; (f) Investments existing Acquisitions (by purchase or merger); provided that (i) a Loan Party is the acquiring or surviving entity; (ii) no Default or Event of Default has occurred and is continuing and the Acquisition could not reasonably be expected to cause a Default or an Event of Default; (iii) before and after giving effect to such Acquisition on a Pro Forma Basis (including any incurrence of Indebtedness related thereto), the Restricted Entities are in compliance with Section 7.11 as of the end of the most recently ended fiscal quarter; (iv) the requirement of Section 7.07 is satisfied and the target is not hostile; (v) if such Acquisition is of Equity Interests, the issuer of such Equity Interests shall be an entity organized under the laws of the United States and shall become a Subsidiary upon consummation of such Acquisition; (vi) before and after giving effect to such Acquisition, the Minimum Liquidity of the Restricted Entities is not less than $75,000,000, (vii) with respect to any Acquisition for which the Acquisition Consideration exceeds $25,000,000, the Administrative Agent shall have received, at least five (5) Business Days prior to the date hereof on which any such Acquisition is to be consummated, a certificate of a Responsible Officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders, certifying that (other than those referred to in Section 7.03(c)(i)A) and all of the requirements set forth in this Section 7.03(f) have been satisfied or will be satisfied on Schedule 7.03or prior to the date on which such Acquisition is consummated and (viii) if the Borrower has made a Minimum Liquidity Credit Election for such Acquisition, the corresponding MLP Disposition is consummated with 15 Business Days of such Acquisition; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC Investments to which Investments are covered by Section 7.03(c)(iv))the Administrative Agent has consented in writing; (h) 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; (i) Investments consisting of Capital Expenditures permitted pursuant to Section 7.17; (j) Investments consisting of any deferred portion of the sales price received by the Borrower or any other Restricted Entity in connection with any Disposition permitted pursuant to Section 7.05; (k) other Investments (including dealer joint ventures and new store developments) that are in the same or a similar or complimentary line of business as any Loan Party; provided that no Restricted Entity may enter into any such other Investments if after giving effect to thereto any Default would exist; (l) the Restricted Entities may enter into Swap Contracts that are not speculative in nature and are entered into to hedge or mitigate risks to which the Restricted Entities are exposed in the conduct of its business; (m) (i) Investments in the MLP that are existing as of the Closing Date, (ii) Investments consisting of Common Units of the MLP received as a contribution of MLP Consideration from Holdings, (iii) Investments consisting of Common Units of the MLP received in connection with Dispositions to the MLP pursuant to Section 7.05; and (iv) other Investments consisting of Common Units acquired by any Restricted Entity after the Closing Date to the extent not otherwise permitted in this clause (m); (n) the Acquisition by the Borrower of the Contributed Assets on terms reasonably acceptable to the Administrative Agent; and (o) so long as no Event of Default has occurred and is continuing or would result from such Investment, other Investments not exceeding $5,000,000 35,000,000 in the aggregate at in any timefiscal year.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries in the form of cash, cash or Cash Equivalents and Bond InvestmentsEquivalents; (b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 1,500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (i) Investments outstanding on the date hereof by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, and (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000; (d) Investments consisting of extensions of credit in the nature of receivables, including but not limited to, accounts receivable or receivable, lease receivables, and notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03; (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 7.03(c)(iv)CFC); (h) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; and (i) other Investments not contemplated by the above provisions not exceeding $5,000,000 fifteen percent (15%) of Consolidated Total Assets in the aggregate at any timetime outstanding, provided, however, that such other Investments shall be permitted up to an aggregate of thirty percent (30%) of Consolidated Total Assets at any time outstanding if such additional Investments above the fifteen percent (15%) threshold are paid for solely from permitted issuances of common stock of the Borrower issued following the Closing Date.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries in the form of cash, cash and Cash Equivalents and Bond InvestmentsEquivalents; (b) loans and advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 2,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposespurposes and to purchase Equity Interests of Borrower; (c) (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereofhereof as set forth on Schedule 5.08(e), (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing at the time of such Investment or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate outstanding amount invested from the date hereof not to exceed $5,000,00010,000,000 (but excluding, for purposes of such calculation, any such Investments that are made for the purpose of paying the additional contingent consideration described on Schedule 7.02 with respect to the prior acquisition of all of the Equity Interests of Warphi N.V., a Belgian company); (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.035.08(e) and any extensions, renewals or reinvestments thereof; (g) Permitted Acquisitions of Persons that become Guarantors or otherwise become Loan Parties pursuant to and in accordance with all applicable provisions of Section 6.12; (h) Investments consisting of (i) negotiable instruments held for collection in the ordinary course of business or (ii) lease, utility and other than similar deposits in the ordinary course of CFCs and Subsidiaries held directly business; (i) Investments made by Borrower or indirectly by any Subsidiary that consist of consideration received in connection with a CFC which Investments are covered by Disposition made in compliance with Section 7.03(c)(iv)7.05; (j) purchases of Equity Interests of Borrower to the extent permitted pursuant to Sections 7.06(d) or (e); (hk) the Apex Merger; and (l) other Investments not exceeding $5,000,000 in the aggregate at in any timefiscal year of the Borrower; provided, however, that no Investments made pursuant to this Section 7.03(l) shall be Investments of Loan Parties in Foreign Subsidiaries.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries or such Restricted Subsidiary in the form of cash, Cash Equivalents and Bond InvestmentsEquivalents; (b) loans or advances to officers, directors and employees of the Borrower and Restricted Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstanding, (i) for travel, entertainment, relocation and analogous ordinary business purposespurposes (including payroll payments in the ordinary course of business), and (ii) in connection with such Person’s purchase of Equity Interests of Holdings or any direct or indirect parent thereof in an aggregate amount for loans and advances described in clauses (i) and (ii) not to exceed $5,000,000 at any time outstanding; (c) Investments (i) Investments by the Borrower and or any of its Restricted Subsidiaries in their respective Subsidiaries outstanding on the date hereofany Loan Party (excluding Holdings but including any new Restricted Subsidiary which becomes a Loan Party), and (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries any Restricted Subsidiary of the Borrower that are is not a Loan Parties Party in any other Subsidiaries such Restricted Subsidiary that are is also not a Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate amount invested from the date hereof not to exceed $5,000,000Party; (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 debtors, and Investments consisting of prepayments to suppliers in the extent reasonably necessary in order to prevent or limit lossordinary course of business and consistent with past practice; (e) Guarantees Investments arising out of transactions permitted by Section 7.02;under Sections 7.01, 7.03, 7.04, 7.05, 7.06 and 7.14. (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) Eighth Amendment Effective Date and set forth on Schedule 7.03;7.02 and any modification, replacement, renewal or extension thereof; provided, that the amount of the original Investment is not increased except by the terms of such Investment or as otherwise permitted by this Section 7.02; ​ (g) Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by in Swap Contracts permitted under Section 7.03(c)(iv))7.03; (h) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (i) the purchase or other acquisition of all or substantially all of the property and assets or business of, any Person or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person that, upon the consummation thereof, will be a Restricted Subsidiary that is wholly owned directly by the Borrower or one or more of its wholly owned Restricted Subsidiaries (including, without limitation, as a result of a merger or consolidation); provided, that, with respect to each purchase or other acquisition made pursuant to this Section 7.02(i) (each, a “Permitted Acquisition”): (i) each applicable Loan Party and any such newly created or acquired Restricted Subsidiary shall have complied with the requirements of Section 6.12; (ii) if proceeds of any Credit Extension are used to fund any such purchase or other acquisition, (x) such purchase or other acquisition shall have been approved by the Board of Directors of the Person (or similar governing body if such Person is not a corporation) which is the subject of such purchase or other acquisition and such Person shall not have announced that it will oppose such purchase or other acquisition or shall not have commenced any action which alleges that such purchase or other acquisition shall violate applicable Law and (y) the legal structure of such purchase or other acquisition shall be acceptable to the Administrative Agent in its discretion; (iii) 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) paid by or on behalf of the Borrower and its Restricted Subsidiaries for any such purchase or other acquisition of an entity that does not become a Guarantor or of assets that do not become Collateral, 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 of entities that do not become Guarantors or of assets that do not become Collateral, pursuant to this Section 7.02(i) after the Third Amendment Effective Date, shall not exceed $15,000,000; (iv) either (A) the Specified Transaction Conditions have been satisfied or (B) (1) no Default or Event of Default then exists or would arise as a result of entering into such purchase or other acquisition and (2) 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) paid by or on behalf of the Borrower and its Restricted Subsidiaries for any such 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, shall not exceed $10,000,000 in any fiscal year; and (v) the Borrower shall have delivered to the Administrative Agent, on behalf of the Lenders, at least one (1) Business Day prior to the date on which any such purchase or other acquisition is to be consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (i) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition; (j) Investments in Joint Ventures, such Investments not exceeding to exceed $5,000,000 10,000,000 in the aggregate at any time.one time outstanding; provided that the Consolidated Fixed Charge Coverage Ratio, as projected on a Pro-Forma Basis for the twelve (12) fiscal months (or, if only quarterly financial statements are then required to be delivered, on a rolling four (4) quarter basis) preceding such Investment is equal to or greater than 1.00:1.00; (k) Investments in the ordinary course of business consisting of (i) endorsements for collection or deposit and (ii) 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 and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business and upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) the licensing, sublicensing or contribution of IP Rights pursuant to joint marketing arrangements with Persons other than Holdings and its Restricted Subsidiaries; (n) loans and advances to 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 Holdings in accordance with Section 7.06; (o) so long as immediately after giving effect to any such Investment, no Event of Default has occurred and is continuing, other Investments after the Third Amendment Effective Date not exceeding $30,000,000 in the aggregate; provided, however, that, such amount may be increased by the net cash proceeds of Permitted Equity Issuances; (p) Investments to the extent that payment for such Investments is made solely by the issuance of Equity Interests (other than Disqualified Equity Interests) of Holdings (or any direct or indirect parent of Holdings) to the seller of such Investments;

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower and its Subsidiaries in the form of cash, cash and Cash Equivalents and Bond InvestmentsEquivalents; (b) loans and advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 2,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposespurposes and to purchase Equity Interests of Borrower; (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereofhereof as set forth on Schedule 5.08(e), (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing at the time of such Investment or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties (other than the Inactive Subsidiaries, in which no further Investments shall be permitted) in an aggregate outstanding amount invested from the date hereof not to exceed $5,000,00010,000,000 (but excluding, for purposes of such calculation, any such Investments that are made for the purpose of paying the additional contingent consideration described on Schedule 7.02 with respect to the prior acquisition of all of the Equity Interests of Warphi N.V., a Belgian company); (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.035.08(e) and any extensions, renewals or reinvestments thereof; (g) Permitted Acquisitions of Persons that become Guarantors or otherwise become Loan Parties pursuant to and in accordance with all applicable provisions of Section 6.12; (h) Investments consisting of (i) negotiable instruments held for collection in the ordinary course of business or (ii) lease, utility and other than similar deposits in the ordinary course of CFCs and Subsidiaries held directly business; (i) Investments made by the Borrower or indirectly by any Subsidiary that consist of consideration received in connection with a CFC which Investments are covered by Disposition made in compliance with Section 7.03(c)(iv)7.05; (j) purchases of Equity Interests of Borrower to the extent permitted pursuant to Sections 7.06(d) or (e); (hk) so long as no Default shall exist or result therefrom, the Borrower may make Investments; provided that after giving effect thereto: (i) the amount of such Investment shall be limited as follows: (A) if the Consolidated Total Leverage Ratio (determined at the time such Investment is made based on the financial information received for the fiscal quarter most recently ended prior to such time for which financial statements have been delivered to the Administrative Agent pursuant to Section 4.01(i)(ii), 6.01(a) or 6.01(b), as applicable, and on a pro forma basis after giving effect to such Investment and any Indebtedness incurred in connection therewith) is less than (1) 3.25 to 1.00 during the period from the Closing Date through June 29, 2015 and (2) 3.00 to 1.00 thereafter, the aggregate amount of such proposed Investment, together with all other Investments made pursuant to this Section 7.03(k) (including any Investments made pursuant to clause (B) of this Section 7.03(k)(i)) and all Restricted Payments made pursuant to Section 7.06(d), shall not exceed an aggregate amount during the term of this Agreement equal to the sum of (1) $150,000,000 plus (2) Retained Excess Cash Flow; and (B) if the Consolidated Total Leverage Ratio is not as set forth in clause (A) above, the aggregate amount of such proposed Investment, together with all other Investments made pursuant to this Section 7.03(k)(i)(B) during the immediately preceding consecutive twelve month period and all Restricted Payments made pursuant to Section 7.06(d)(i)(B) during such period, shall not exceed $5,000,000; (ii) the Borrower shall be in pro forma compliance (determined at the time such Investment is made based on the financial information received for the fiscal quarter most recently ended prior to such time for which financial statements have been delivered to the Administrative Agent pursuant to Section 4.01(i)(ii), 6.01(a) or 6.01(b), as applicable, and on a pro forma basis after giving effect to such Investment and any Indebtedness incurred in connection therewith) with the financial covenant set forth in Section 7.11; and (iii) Liquidity shall not be less than $25,000,000 immediately after giving effect to any such Investment and any Indebtedness incurred in connection therewith; provided, in each case, that, for the avoidance of doubt, any Investment permitted to be made pursuant to the applicable basket amount set forth in clause (i)(A) of this Section 7.03(k) based on the Consolidated Total Leverage Ratio determined at such time shall not result in an Event of Default under this Section 7.03(k) solely due to a change in the Consolidated Total Leverage Ratio after the date such Investment is made; and (l) other Investments not exceeding $5,000,000 in the aggregate at in any timefiscal year of the Borrower; provided, however, that no Investments made pursuant to this Section 7.03(l) shall be Investments of Loan Parties in Foreign Subsidiaries.