Common use of Investments Clause in Contracts

Investments. The Borrower shall not, nor shall it permit any of its Subsidiaries to, make any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”): (a) Cash Equivalents; (b) Hedging Arrangements permitted under Section 6.12; (c) investments by the Borrower or any of its Subsidiaries in any Subsidiary of the Borrower; (d) investments by OpCo and its subsidiaries in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstanding; (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and supplies, in each case in the ordinary course of business; (f) extensions of trade credit by the Borrower Group Members in the ordinary course of business; (g) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans and advances made in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; (i) Permitted Acquisitions by the Borrower Group Members; (j) additional investments by the Borrower Group Members so long as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test Period; and (l) to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06.

Investments. The Borrower shall notNo Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, make or permit to exist any investments in any equity loans, advances, or debt securities (issued by Persons other than the Borrower) capital contributions to, or make any loan investment in (including, without limitation, the making of any Acquisition), or advance purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person, other than (collectively, “Permitted Investments”):except: (a) Cash EquivalentsLiquid Investments; (b) Hedging Arrangements permitted under Section 6.12Investments consisting of extensions of credit in the nature of accounts receivable, other trade payables 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; (c) investments Investments by the Borrower or any of its Loan Parties and their Restricted Subsidiaries in any Subsidiary of the BorrowerLoan Parties; (d) investments Investments by OpCo and its subsidiaries a Borrower in the equity of any Receivables Entity, newly-formed domestic Restricted Subsidiaries that become Guarantors pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstandingSection 5.11; (e) investments received Investments (other than Acquisitions) in connection with direct ownership interests in additional oil, gas and refined product gathering systems and pipelines related to farm-out, farm‑in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements that are usual and customary in the bankruptcy oil, gas and refined product pipeline business located within the geographic boundaries of the United States of America; provided that such assets are pledged as Collateral pursuant to, and to the extent required by, Section 5.09; (f) Investments by any Loan Party or reorganization ofany Restricted Subsidiary in payroll, or settlement travel and similar advances to cover matters that are expected at the time of delinquent accounts such advances ultimately to be treated as expenses for accounting purposes and disputes with, customers and supplies, in each case that are made in the ordinary course of business; (f) extensions of trade credit by the Borrower Group Members in the ordinary course of business; (g) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans and advances made in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; (i) Permitted Acquisitions by the Borrower Group Members; (j) additional investments by the Borrower Group Members so long as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test Period; and (l) to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06.

Investments. The Borrower shall not, nor shall it permit any None of its Subsidiaries to, the Loan Parties will make any investments an Investment in any equity or debt securities other Person (issued by Persons other than the Borrower) or make any loan or advance including pursuant to any Personmerger with, other than (collectivelyor as a Division Successor pursuant to the Division of, “Permitted Investments”):any Person that was not a wholly owned Subsidiary prior to such merger or Division), except: (a) Cash EquivalentsPermitted Investments; (b) Hedging Arrangements guarantees constituting Indebtedness permitted under by Section 6.129.1; (c) investments by the Borrower or any of its Subsidiaries in any Subsidiary of the BorrowerInvestments listed on Schedule 9.5; (d) investments Investments by OpCo and a Loan Party in any of its subsidiaries Subsidiaries; provided that Investments by the Loan Parties in any of their Subsidiaries in which the relevant Loan Party owns less than 80% of the Equity Interests of such Subsidiary shall not exceed $30,000,000 in the equity of aggregate in any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstandingcalendar year (excluding Investments permitted by clause (c) above); (e) investments received in connection with Investments not otherwise permitted under this Section 9.5; provided that (i) no Potential Default or Event of Default shall have occurred and be continuing at the bankruptcy time such Investment is made or reorganization ofis created as a result of such Investment, (ii) all such Investments shall be for fair market value and (iii) the aggregate amount of all Investments made by the Loan Parties pursuant to this clause (e) during the term of this Agreement shall not exceed $250,000,000; and (f) the purchase or other acquisition of all or substantially all of the property and assets or businesses of any Person or of significant assets constituting a business unit, a line of business or division of such Person, or settlement Equity Interests in a Person that, upon the consummation thereof, will be a Subsidiary of delinquent accounts 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 9.5(f) (each, a “Permitted Material Acquisition”): (i) the acquired property, assets, business or Person is in a line of business conducted by the Borrower and disputes withits Subsidiaries on the date hereof or any business substantially related, customers compatible, complimentary or incidental thereto; (ii) the Borrower shall have delivered to the Administrative Agent not less than 10 days nor more than 90 days prior to the date of any such acquisition, notice of such acquisition, and, for any acquisition with a total aggregate purchase price (including cash or equity paid and suppliesdebt assumed), of $50,000,000 or more, Borrower will, in addition, provide pro forma projected financial information regarding same, copies of all material documents relating thereto (including the acquisition agreement and the financial statements delivered pursuant thereto and any other material related document) and historical financial information (including income statements, balance sheets and cash flows) covering at least three complete fiscal years of the acquisition target, if available, prior to the effective date of the acquisition or the entire credit history of the acquisition target, whichever period is shorter, in each case in form and substance reasonably satisfactory to the ordinary course of businessAdministrative Agent; (fiii) extensions of trade credit by the Borrower Group Members in the ordinary course of business; (gA) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (hI) loans and advances made in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; (i) Permitted Acquisitions by the Borrower Group Members; (j) additional investments by the Borrower Group Members so long as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both immediately before and immediately after giving pro forma effect thereto (i) to any such purchase or other acquisition, no Potential Default or Event of Default has shall have occurred and is be continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (iiII) immediately after giving effect to such purchase or other acquisition, Borrower and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Sections 9.10 and 9.11, and (B) immediately prior to the consummation of such purchase or other acquisition, the Borrower would be shall have delivered to the Administrative Agent and the Lenders a certificate with respect to the matters set forth in compliance with the financial covenant in Section 5.12(aclause (A) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test Periodabove; and (liv) to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 board of directors or Section 6.06other Persons exercising similar functions of the seller of the assets or issuer of the Equity Interests being acquired shall not have disapproved such transaction.

Investments. The Neither the Borrower shall notnor any Restricted Subsidiary will purchase or acquire (including pursuant to any merger or consolidation with any Person that was not a wholly owned Restricted Subsidiary of the Borrower prior thereto), nor shall it permit any of its Subsidiaries tohold, make or otherwise permit to exist any investments Investment in any equity or debt securities (issued by Persons other than the Borrower) Person, or make any loan or advance to any PersonAcquisition, other than (collectively, “Permitted Investments”):except: (a) Investments in Cash Equivalentsand Cash Equivalents in accordance with the Approved Budget; (b) Hedging Arrangements permitted under Section 6.12Investments existing on the date hereof that are set forth on Schedule 6.6 (but not any additions thereto (including any capital contributions) made after the date hereof); (c) investments GWG Life shall be permitted to make capital contributions from time to time, in cash, to DLP Holdings VI or DLP IV, and DLP Holdings VI shall be permitted to make capital contributions from time to time, in cash, to DLP VI, in each case of this clause (c) solely if such a capital contribution is used by the Borrower DLP IV or DLP VI, as applicable, to pay premiums on any one or more life insurance policies owned by such Person within 30 days of its Subsidiaries in any Subsidiary of the Borrowersuch capital contribution being made; (d) investments by OpCo and its subsidiaries in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstanding; intercompany Investments that are (ei) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and supplies, in each case in the ordinary course of business; , (fii) extensions of trade credit in accordance with the Cash Management Order and (iii) in accordance with the Approved Budget, including (subject to clauses (i) through (iii)) but not limited to intercompany Investments by the Borrower Group Members in to DLP IV and DLP VI for payments of policy premium and operating expenses but excluding, for the ordinary course avoidance of business; (g) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans and advances made in the ordinary course of business to the Borrower’s or doubt, any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; (i) Permitted Acquisitions Investment by the Borrower Group Members; (j) additional investments by the Borrower Group Members so long as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 any Restricted Subsidiary in or to any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test PeriodSubject Entity; and (le) Investments in DLP VII in amounts reasonably acceptable to the extent constituting investmentsAdministrative Agent solely for the purpose of implementing the DLP VII Option and consummating the transactions contemplated thereby. Notwithstanding anything to the contrary contained in this Agreement, transactions any other Credit Document or any motion with the Bankruptcy Court, without a court order, neither the Borrower nor any Restricted Subsidiary will purchase, acquire, hold, make or otherwise permit to exist any Investment in any Person, or otherwise make any Acquisition, except as expressly permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06clauses (a) through (e) above.

Investments. The Borrower shall notNo Credit Party shall, nor shall it permit any of its Subsidiaries to, make or hold any investments in any equity or debt securities (issued by Persons Investment other than the Borrower) or make any loan or advance to any Person, other than following (collectively, the “Permitted Investments”): (a) Cash EquivalentsInvestments in the form of trade credit to customers of the Borrower or its Subsidiaries arising in the ordinary course of business and represented by accounts from such customers; (b) Hedging Arrangements permitted under Section 6.12Liquid Investments; (c) investments by Investments made prior to the Borrower or any Closing Date as specified in the attached Schedule 6.3; provided that, the respective amounts of its Subsidiaries in any Subsidiary such loans, advances, capital contributions, investments, purchases and commitments shall not be increased (other than as a result of the Borrowerappreciation); (d) investments [Reserved]; (e) Investments by OpCo any Credit Party in any other Credit Party; (f) Investments in the form of Permitted Acquisitions; provided that, if such Permitted Acquisition involves a Subsidiary, such Acquisition otherwise complies with this Agreement, including Section 5.6 and Section 5.7; (g) creation of additional Domestic Subsidiaries in compliance with Section 5.6 and Section 5.7; (h) loans or advances to directors, officers and employees of the Borrower or any Subsidiary for expenses or other payments incident to such Person’s employment or association with the Borrower or any Subsidiary; provided that the aggregate outstanding amount of such advances and loans shall not exceed $1,000,000; (i) Investments (including debt obligations and Equity Interests) and other assets received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement or delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or received upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (j) Investments in the form of mergers and consolidations of the Borrower and its subsidiaries Subsidiaries in compliance with Section 6.7(a); provided that, if such Investment involves a Subsidiary, such Investment otherwise complies with this Agreement, including Section 5.6 and Section 5.7; (k) Capital Expenditures permitted under Section 6.18; (l) Investments to the equity extent made with Equity Issuance Proceeds so long as (i) no Default exists both before and after giving effect to such Investment, (ii) such Investment is on an arm’s-length basis for no more than fair market value and (iii) such Investment is made with Equity Issuance Proceeds received prior to or contemporaneously with such Investment, which Equity Issuance Proceeds were intended to be used for such Investment and were not applied in increasing EBITDA for purposes of any Receivables Entity, pursuant to a Permitted Receivables Financing Section 7.7; (m) Investments in DIT in an aggregate amount not to exceed $75,000,000 at any one time outstanding;3,000,000; and (en) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and supplies, in each case in the ordinary course of business; (f) extensions of trade credit by the Borrower Group Members in the ordinary course of business; (g) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans and advances made in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees other Investments in an aggregate principal outstanding amount not to exceed $3,000,000 at any time outstanding; 2,000,000 (i) Permitted Acquisitions by the Borrower Group Members; (j) additional investments by the Borrower Group Members so long other than as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event a result of Default has occurred and is continuing under Article VII(aappreciation), Article VII(b)during the term hereof. For the avoidance of doubt, Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would any Investment that also constitutes an Acquisition must be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test Period; and (l) to the extent constituting investments, transactions permitted under this Section 6.01, 6.3 and under Section 6.03, Section 6.04 or Section 6.066.4 below.

Investments. The Borrower None of the Covenant Parties or any their Restricted Subsidiaries shall not, nor shall it permit any of its Subsidiaries todirectly or indirectly, make or hold any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any PersonInvestments, other than (collectively, “Permitted Investments”):except: (a) Investments by any Covenant Party or any of its Restricted Subsidiaries in assets that were Cash EquivalentsEquivalents when such Investment was made; (b) Hedging Arrangements permitted under Section 6.12loans or advances to officers, directors and employees of any Loan Party 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 Company (or any direct or indirect parent thereof) (provided that the amount of such loans and advances shall be contributed to the Company in cash as common equity) and (iii) for purposes not described in the foregoing clauses (i) and (ii), in an aggregate principal amount outstanding not to exceed $10,000,000; (c) investments Investments by the Borrower any Covenant Party or any of its Subsidiaries Restricted Subsidiary in any Subsidiary of the BorrowerCovenant Party or any Restricted Subsidiary; (d) investments by OpCo and its subsidiaries Investments consisting of extensions of credit in the equity nature of any Receivables Entityaccounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstanding; (e) investments and Investments received in connection with the bankruptcy satisfaction or reorganization of, or settlement of delinquent accounts partial satisfaction thereof from financially troubled account debtors and disputes with, customers and supplies, in each case other credits to suppliers in the ordinary course of business; (e) Investments consisting of Liens, Indebtedness, fundamental changes, Dispositions and Restricted Payments permitted under Sections 7.01, 7.03, 7.04, 7.05 and 7.06, respectively; (f) extensions Investments existing or contemplated on the Fourth A&R Effective Date and, in each case, any modification, replacement, renewal, reinvestment or extension thereof; (g) Investments in Swap Contracts permitted under Section 7.03; (h) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (i) any acquisition of all or substantially all the assets of, or all the Equity Interests (other than directors’ qualifying shares) in, a Person or division or line of business of a Person (or any subsequent investment made in a Person, division or line of business previously acquired in a Permitted Acquisition), if immediately after giving effect thereto: (i) no Default shall have occurred and be continuing or would result therefrom; (ii) all transactions related thereto shall be consummated in accordance with applicable Laws; (iii) solely to the extent any Class A Term Loans or Revolving Credit Commitments, or in each case any refinancing thereof, are outstanding, with respect to any such acquisition or investment with a fair market value in excess of $25,000,000, the Covenant Parties and their Restricted Subsidiaries shall be in Pro Forma Compliance with the covenants set forth in Section 7.11 after giving effect to such acquisition or investment and any related transactions; (iv) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness permitted by Sections 7.03(g) or (t); (v) to the extent required by Section 6.11(b) and Section 7.04, any Person acquired in such acquisition if such Person is not an Excluded Subsidiary or a Unrestricted Subsidiary, shall be merged into a Covenant Party or a Restricted Subsidiary which is a Guarantor or become upon consummation of such acquisition a Loan Party, and (vi) in the case of such investments following the Fourth A&R Effective Date, the aggregate amount of such investments by Loan Parties in assets that are not (or do not become) owned by a Loan Party or in Equity Interests in Persons that do not become Loan Parties upon consummation of such acquisition shall not exceed $475,000,000 (and together with, but without duplication of, the aggregate amount of Investments made pursuant to Section 7.02(n)(x) and 7.02(s)(x) shall not exceed $1,000,000,000) (net of any return representing a return of capital in respect of any such Investment) (any such acquisition, a “Permitted Acquisition”); (j) Investments made in connection with the Transaction; (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade credit arrangements with customers consistent with past practices; (l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to the Company and any other direct or indirect parent of a Covenant Party, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to be made to such parent in accordance with Sections 7.06(g), (h) or (i); (n) other Investments made following the Fourth A&R Effective Date, in an aggregate amount outstanding pursuant to this clause (n) (valued at the time of the making thereof, and without giving effect to any write downs or write offs thereof) not to exceed (x) $475,000,000 (and together with, but without duplication of, the aggregate amount of Investments made pursuant to Section 7.02(s)(x) and the aggregate consideration paid in respect of assets that are not (or do not become) owned by a Loan Party or in Equity Interests in Persons that do not become Loan Parties upon consummation of such acquisition pursuant to Section 7.02(i)(vi) not to exceed $1,000,000,000) plus (y) the Borrower Group Members portion, if any, of the Cumulative Credit on the date of such election that Nxxxxxx elects to apply to this subsection (y), such election to be specified in a written notice of a Responsible Officer of Nxxxxxx calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied; (o) advances of payroll payments to employees in the ordinary course of business; (gp) investments Investments to the extent that payment for such Investments is made as a result solely with Equity Interests of the receipt Company (or any direct or indirect parent of non‑cash consideration from dispositions in compliance with Section 6.01the Company); (hq) Investments of a Restricted Subsidiary acquired after the Closing Date or of a corporation merged into a Covenant Party or merged or consolidated with a Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; (r) Guarantees by a Covenant Party 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; (i) Investments by a Covenant Party or any Restricted Subsidiary of a Covenant Party in the Equity Interests of any non-Guarantor Affiliate of a Covenant Party; (ii) intercompany loans from a Covenant Party or any Restricted Subsidiary of a Covenant Party to any non-Guarantor Affiliate of a Covenant Party; and advances (iii) Guarantees by a Covenant Party or any Restricted Subsidiary of a Covenant Party of Indebtedness of any non-Guarantor Affiliate of a Covenant Party; provided, that, in the case of such investments made following the Fourth A&R Effective Date, the sum of (A) Investments (valued at the time of the making thereof and without giving effect to any write downs or write offs thereof) made by the Covenant Parties and their Restricted Subsidiaries pursuant to clause (i), plus (B) net intercompany loans made pursuant to clause (ii), plus (C) Guarantees of Indebtedness pursuant to clause (iii), shall not exceed an aggregate net amount of (x) $475,000,000 (and together with, but without duplication of, the aggregate amount of Investments made pursuant to Section 7.02(n)(x) and the aggregate consideration paid in respect of assets that are not (or do not become) owned by a Loan Party or in Equity Interests in Persons that do not become Loan Parties upon consummation of such acquisition pursuant to Section 7.02(i)(vi) shall not exceed $1,000,000,000) (plus any return of capital actually received by the respective investors in respect of Investments theretofore made by them pursuant to this paragraph); plus (y) the portion, if any, of the Cumulative Credit on the date of such election that Nxxxxxx elects to apply to this subsection (y), such election to be specified in a written notice of a Responsible Officer of Nxxxxxx calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied; provided, further, that intercompany Investments incurred in the ordinary course of business to in connection with the Borrower’s or any cash management operations of its Subsidiaries’ employees the Covenant Parties and their Restricted Subsidiaries shall not be included in an aggregate principal amount not to exceed $3,000,000 calculating the limitation in this paragraph at any time outstandingtime; (it) Investments arising as a result of Permitted Acquisitions by the Borrower Group MembersReceivables Financings; (ju) additional investments any Investment caused by granting the Borrower Group Members Ratable Security of EMTNs; and (v) other Investments, so long as at the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in time any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and such Investment is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) made the Borrower would be in compliance with the financial covenant in Section 5.12(a) Total Leverage Ratio calculated on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test Period; and (l) is less than or equal to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.064.25 to 1.00.

Investments. The Borrower shall notPurchase or acquire (including pursuant to any merger with a person that is not a Wholly Owned Subsidiary immediately prior to such merger) any Equity Interests in, nor shall it permit any evidences of its Subsidiaries toIndebtedness or other securities of, make any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan loans or advance advances to or Guarantees of the Indebtedness of (each, an “Investment”), any Personother person, other than (collectively, “Permitted Investments”):except: (a) Cash EquivalentsInvestments in all of the outstanding stock of Xxxxxx; (b) Hedging Arrangements Investments by the Borrower or any Restricted Subsidiary in Loan Parties or entities that become Loan Parties as a result of such Investments; (c) Investments by the Borrower or any Restricted Subsidiary in (x) Minority Ventures or Subsidiaries that are not Loan Parties or (y) entities that become Minority Ventures or Subsidiaries that are not Loan Parties as a result of such Investments; provided that at the time of such Investment (i) no Event of Default shall have occurred and be continuing and (ii) after giving effect thereto on a Pro Forma Basis as if such Investment had been made on the first day of the most recent period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to Section 5.04(a) or (b), the Borrower shall be in compliance with Sections 6.10 and 6.11; (d) other Investments by the Borrower or any Restricted Subsidiary; provided that, in the case of any such Investment, such Investment may only be made to the extent that the amount of such Investment when added to the aggregate amount outstanding of all other Investments made under this Section 6.01(d) on or after the Third Amendment Effective Date shall not exceed the greater of $500 million and 5% of Consolidated Tangible Assets as of the end of the fiscal quarter immediately prior to the date of such Investment for which financial statements have been delivered pursuant to Section 5.04(a) or (b); (e) Investments made with or consisting of proceeds of Equity Issuance Proceeds, to the extent Equity Issuance Proceeds are not utilized to make a Restricted Payment pursuant to Section 6.06; (f) Investments of any Restricted Subsidiary acquired after the Third Amendment Effective Date or of a corporation merged into or consolidated with the Borrower or any Restricted Subsidiary in accordance with Section 6.04 hereof, to the extent 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; (g) Permitted Investments; (h) Investments arising as a result of Permitted Receivables Financings; (i) Swap Agreements permitted under pursuant to Section 6.12; (cj) investments Investments arising out of the receipt by the Borrower or any of its Subsidiaries in any Restricted Subsidiary of noncash consideration for the Borrowerdisposition of assets permitted under Section 6.05; (dk) investments by OpCo accounts receivable, advances and its subsidiaries prepayments and other trade credits made in the equity ordinary course of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstandingbusiness; (el) investments Investments received in satisfaction or partial satisfaction of obligations of account debtors to the extent reasonably necessary in order to prevent or limit loss or received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes withwith or judgments against, customers and supplies, in each case suppliers; (m) Investments resulting from pledges and deposits made in the ordinary course of business; (fn) extensions loans and advances to employees of trade credit by the Borrower Group Members or any Restricted Subsidiary in the ordinary course of business; (go) investments made as a result Investments in the Equity Interests of the receipt Borrower in connection with the purchase or redemption of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans and advances made in Equity Interests held by then present or former directors, consultants, officers or employees of the ordinary course of business to the Borrower’s Borrower or any of its Subsidiaries’ employees the Subsidiaries or by any Plan; and (p) Investments in an aggregate principal the Equity Interests of the Borrower permitted by Section 6.06. The amount not to exceed $3,000,000 at of any time outstanding; Investment, other than a Guarantee, shall be (i) Permitted Acquisitions by the Borrower Group Members; (j) additional investments by the Borrower Group Members so long as the aggregate amount actually invested, loaned as determined at the time of each such Investment, without adjustment for subsequent increases or advanced does not exceed $10,000,000 decreases in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event the value of Default has occurred and is continuing under Article VII(a)such Investment, Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and minus (ii) the Borrower would be amount of dividends or distributions received in compliance connection with the financial covenant such Investment and any return of capital and any payment of principal received in Section 5.12(a) on a Pro Forma Basis as respect of such Investment that in each case is received in cash, cash equivalents or short-term marketable debt securities (not in excess of the relevant Test Period as though such investments had been consummated as amount of Investments originally made). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the first day related primary obligation, or portion thereof, in respect of which such Test Period; and (l) to Guarantee is made or, if not stated or determinable, the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.

Investments. The Borrower will not, and will not permit any Loan Party to, purchase or acquire (including pursuant to any merger with such Person) any Equity Interests in or evidences of Indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make any loans or advances to, or Guarantee any Indebtedness of, any other Person (other than a Loan Party), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, or incur an obligation (contingent or otherwise) to do any of the foregoing (each, an “Investment”), at any time when (x) the Excess Availability is less than the Threshold Amount at such time or (y) a Default or Event of Default has occurred and is continuing, provided that, without limiting the foregoing, so long as no Default or Event of Default shall have occurred and is continuing, the Borrower may make Investments in an aggregate amount (each such Investment being valued at the amount determined therefor at the date made net of any return of capital or sale proceeds actually received in cash (which shall not exceed the cost of such Investment) in respect of such Investment) not to exceed $150,000,000 at any time outstanding; provided further that the Borrower shall not, nor shall it permit any of its Subsidiaries Loan Party to, make an Investment that would otherwise be permitted by this Section if, in the Borrower’s reasonable business judgment (taking into account, among other things, the likelihood that the Borrower or any investments other Loan Party would be required to make a cash payment in any equity or debt securities respect of such Investment as well as alternate sources of cash (issued by Persons other than proceeds from Borrowings hereunder) that are reasonably likely to be available for the Borrowerfunding of such Investment at the time a cash payment in respect of such Investment would become due), such Investment (when taken together with each other Investment made pursuant to this Section 6.04, excluding clauses (a) or make any loan or advance through (j) of this Section 6.04) would result in Excess Availability being less than $50,000,000 (after giving effect to any Personcash payments, other than and any Borrowings hereunder, made (collectivelyor to be made) in connection with such Investments). Notwithstanding the foregoing, “Permitted Investments”):the following Investments shall be deemed not to be covered or restricted by this Section: (a) Cash EquivalentsInvestments existing on the Restatement Effective Date and set forth on Schedule 6.04 and Permitted Investments; (b) Hedging Arrangements permitted under Section 6.12; (c) investments by payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses of the Borrower or any of its Subsidiaries in any Subsidiary of the Borrower; (d) investments by OpCo for accounting purposes and its subsidiaries in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstanding; (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and supplies, in each case that are made in the ordinary course of business; (f) extensions of trade credit by the Borrower Group Members in the ordinary course of business; (g) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans and advances made in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; (i) Permitted Acquisitions by the Borrower Group Members; (j) additional investments by the Borrower Group Members so long as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test Period; and (l) to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06.

Investments. The Borrower shall notNot, nor shall it and not permit any of its Subsidiaries Restricted Subsidiary to, make or permit to exist any investments Investment in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”):except the following: (a) Cash Equivalentscontributions by the Borrower to the capital of any Wholly-Owned Subsidiary, or by any Subsidiary to the capital of any other domestic Wholly-Owned Subsidiary; provided, however, that neither the Borrower nor any Restricted Subsidiary shall make an Investment in an Unrestricted Subsidiary to finance in whole or in part an Acquisition; (b) Hedging Arrangements permitted under Section 6.12Investments in any Person that concurrently with such Investment becomes a Restricted Subsidiary; (c) investments by Investments in property to be used in the ordinary course of business of the Borrower or any of and its Subsidiaries in any Subsidiary of the BorrowerRestricted Subsidiaries; (d) investments Investments constituting Debt permitted by OpCo and its subsidiaries in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstandingSection 7.01; (e) investments received in connection with the bankruptcy Contingent Liabilities constituting Debt permitted by Section 7.01 or reorganization of, or settlement of delinquent accounts and disputes with, customers and supplies, in each case Liens permitted by Section 7.02; (f) Cash Equivalent Investments; (g) bank deposits in the ordinary course of business; (f) extensions of trade credit by the Borrower Group Members in the ordinary course of business; (g) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans and advances made Investments in securities of account debtors received pursuant to any plan of reorganization or similar arrangement upon the ordinary course bankruptcy or insolvency of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstandingsuch account debtors; (i) Permitted Investments in a Restricted Subsidiary to permit the Restricted Subsidiary to consummate Acquisitions permitted by the Borrower Group MembersSection 7.06; (j) additional investments by Investments listed on Schedule 7.11 as of the Borrower Group Members so long as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal yearClosing Date; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test Periodtreasury stock; and (l) Investments in Unrestricted Subsidiaries and other Investments, provided that immediately after giving effect to any such Investment the extent constituting investmentsBorrower is in compliance with Section 7.13 and no Event of Default or Default exists; provided that (x) any Investment which when made complies with the requirements of the definition of the term “Cash Equivalent Investment” may continue to be held notwithstanding that such Investment if made thereafter would not comply with such requirements; (y) no Investment otherwise permitted by clause (d), transactions (e), or (i) shall be permitted under Section 6.01to be made if, Section 6.03immediately before or after giving effect thereto, Section 6.04 any Event of Default or Section 6.06Default exists.

Investments. The Borrower shall notMake or hold any Investments, nor shall it permit any of its Subsidiaries to, make any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”):except: (a) Investments held by the Borrower or its Subsidiaries in the form of cash or Cash Equivalents, and Investments in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit; (b) Hedging Arrangements permitted Investments made by a Company in any other Company that is consolidated with the Borrower for financial reporting purposes under Section 6.12GAAP; (c) investments by the Borrower or any Investments consisting of its Subsidiaries in any Subsidiary extensions of the Borrower; (d) investments by OpCo and its subsidiaries credit in the equity nature of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstanding; (e) investments received in connection with accounts receivable or notes receivable arising from the bankruptcy or reorganization of, or settlement grant of delinquent accounts and disputes with, customers and supplies, in each case trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or lessees; (fd) extensions Investments in unimproved land holdings (including through the purchase or other acquisition of trade credit by the Borrower Group Members in the ordinary course of business; (g) investments made as a result all of the receipt Equity Interests of non‑cash consideration from dispositions in compliance with Section 6.01; (hany Person that owns unimproved land holdings) loans and advances made in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; (i) Permitted Acquisitions by the Borrower Group Members; (j) additional investments by the Borrower Group Members so long as the aggregate amount invested, loaned or advanced of Investments made in reliance on this clause (d) does not at any time exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event 5% of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) the Total Asset Value and (ii) taken together with the aggregate amount of Investments made in reliance on clauses (e) through (g) of this Section 7.02, 35% of the Total Asset Value; (e) Investments (whether originated or acquired by the Borrower or a Subsidiary thereof) consisting of mortgage loans, commercial loans, mezzanine loans and notes receivable (including construction and repositioning loans, but excluding “SBA 7(a) Loans, subject to secured borrowings” (i.e., sold portion of SBA 7(a) Loans)) so long as the aggregate amount of Investments made in reliance on this clause (e) does not at any time exceed (i) 20% of the Total Asset Value and (ii) taken together with the aggregate amount of Investments made in reliance on clauses (d), (f), and (g) of this Section 7.02, 35% of the Total Asset Value; (f) Investments in respect of construction in progress so long as the aggregate amount of Investments made in reliance on this clause (f) does not at any time exceed (i) 25% of the Total Asset Value and (ii) taken together with the aggregate amount of Investments made in reliance on clauses (d), (e), and (g) of this Section 7.02, 35% of the Total Asset Value; (g) Investments in any Unconsolidated Affiliates (including through the purchase or other acquisition of Equity Interests of any Unconsolidated Affiliate) so long as the aggregate amount of Investments made in reliance on this clause (g) does not at any time exceed (i) 20% of the Total Asset Value and (ii) taken together with the aggregate amount of Investments made in reliance on clauses (d) through (f) of this Section 7.02, 35% of the Total Asset Value; (h) Guarantees permitted under Section 7.03; and (i) other Investments by the Companies and their Subsidiaries (excluding Investments of the types described in clauses (a) through (h) of this Section 7.02, whether or not permitted under such clauses); provided, that notwithstanding the foregoing, in no event shall any Investment pursuant to clauses (b) or (d) through (i) of this Section 7.02 be consummated if, (i) immediately before or immediately after giving effect thereto, a Default shall have occurred and be continuing or would result therefrom or (ii) the Companies would not be in compliance with the financial covenant in Section 5.12(a) compliance, on a Pro Forma Basis as Basis, with the provisions of the relevant Test Period as though such investments had been consummated as of the first day of such Test Period; and (l) to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.067.11.

Investments. The Borrower shall notNo Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, make or own any investments Investment in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectivelyincluding any Joint Venture Entity and any Foreign Subsidiary, “Permitted Investments”):except: (a) Investments in cash and Cash EquivalentsEquivalents and deposit accounts or securities accounts in connection therewith; (b) Hedging Arrangements permitted under Section 6.12Investments owned as of the Effective Date in any Subsidiary or Unconsolidated Affiliate, and Investments in any Subsidiary formed or acquired after the Effective Date; (c) investments by intercompany loans and Guarantees to the Borrower or any of its Subsidiaries in any Subsidiary of the Borrowerextent permitted under Section 8.1; (d) investments by OpCo Investments existing on the Effective Date and its subsidiaries in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstandingdescribed on Schedule 8.6; (e) investments received Investments in connection Real Estate Assets that constitute Healthcare Facilities (other than Development Property, Investments in which shall be subject to the exclusions set forth in clause (j) below); (f) Investments in Subsidiaries formed or acquired after the Effective Date that do not own any Unencumbered Properties and that are not required to become Guarantors in accordance with Section 7.12(b), so long as the Credit Parties shall be in compliance, on a pro forma basis after giving effect to such Investment, with the bankruptcy financial covenants set forth in Section 8.8, recomputed as of the last day of the most recently ended Fiscal Quarter of the Borrower for which financial statements have been delivered pursuant to Section 7.1; (g) Investments constituting Swap Contracts permitted by Section 8.1(f); (h) Investments constituting accounts or reorganization oflease or rent receivables, or settlement of delinquent accounts prepayments and disputes with, customers and suppliesdeposits, in each case made in the ordinary course of business; (fi) extensions of trade credit by the Borrower Group Members Investments in the ordinary course nature of business; (g) investments made as a result capital expenditures in respect of any fixed or capital asset, to the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans extent such capital expenditures constitute normal replacements and advances maintenance which are properly charged to current operations or other reasonable and customary capital expenditures made in the ordinary course of the business to of the Borrower’s or any of Parent and its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; (i) Permitted Acquisitions by the Borrower Group Members;; and (j) additional investments by subject to the Borrower Group Members so long following limitations, Investments in the following asset classes: (i) Capital Stock, the issuer with respect to which is an Unconsolidated Affiliate made to, or similar Investments in, any Person (other than an Affiliate of any Credit Party) that owns, directly or indirectly, one or more Real Estate Assets that constitute Healthcare Facilities (“Class I”), (ii) Development Properties (“Class II” and together with Class I may be referred to herein individually as a “Class” and collectively as “Classes”): provided, Investments in each of the foregoing asset Classes shall be permitted hereunder only to the extent that the aggregate amount invested, loaned or advanced of all Investments in such Class (based on the GAAP book value of each such Investment at such time of determination) does not exceed $10,000,000 in the corresponding percentage of Total Asset Value for such Class set forth below: I Unconsolidated Affiliates 25.0% II Development Property 35.0% Notwithstanding anything contained herein to the contrary, any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or failure of the Borrower to meet the foregoing Investment limitations shall not constitute an Event of Default has occurred and is continuing hereunder, but shall result in the excess value of such Investment being excluded when calculating Total Asset Value hereunder. Notwithstanding the foregoing, (x) in no event shall any Credit Party make any Investment under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) this Section 8.6 which results in or Article VII(l) facilitates in any manner any Restricted Payment not otherwise permitted under the terms of Section 8.4; and (iiy) in no event shall the Borrower would Parent be permitted to make any equity Investment in compliance with any Person other than the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test Period; and (l) to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06Borrower.

Investments. The Borrower shall notNo Credit Party shall, nor shall it permit any of its Subsidiaries to, make or hold any investments in any equity or debt securities (issued by Persons Investment other than the Borrower) or make any loan or advance to any Person, other than following (collectively, the “Permitted Investments”): (a) Cash EquivalentsInvestments in the form of trade credit to customers of the Borrower or its Subsidiaries arising in the ordinary course of business and represented by accounts from such customers; (b) Hedging Arrangements permitted under Section 6.12Liquid Investments; (c) investments by Investments made prior to the Borrower or any Closing Date as specified in the attached Schedule 6.3; provided that, the respective amounts of its Subsidiaries in any Subsidiary such loans, advances, capital contributions, investments, purchases and commitments shall not be increased (other than as a result of the Borrowerappreciation); (d) investments by OpCo and its subsidiaries in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstanding[Reserved]; (e) investments Investments by any Credit Party in any other Credit Party; (f) Investments in the form of Permitted Acquisitions; provided that, if such Permitted Acquisition involves a Subsidiary, such Acquisition otherwise complies with this Agreement, including Section 5.6 and Section 5.7; (g) creation of additional Domestic Subsidiaries in compliance with Section 5.6 and Section 5.7; (h) loans or advances to directors, officers and employees of the Borrower or any Subsidiary for expenses or other payments incident to such Person’s employment or association with the Borrower or any Subsidiary; provided that the aggregate outstanding amount of such advances and loans shall not exceed $1,000,000; (i) Investments (including debt obligations and Equity Interests) and other assets received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement or delinquent obligations of, or settlement of delinquent accounts and other disputes with, customers and supplies, in each case in the ordinary course of business; (f) extensions of trade credit by the Borrower Group Members in the ordinary course of business; (g) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans and advances made suppliers arising in the ordinary course of business or received upon the foreclosure with respect to the Borrower’s any secured Investment or other transfer of title with respect to any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; (i) Permitted Acquisitions by the Borrower Group Memberssecured Investment; (j) additional investments by Investments in the form of mergers and consolidations of the Borrower Group Members so long as the aggregate amount investedand its Subsidiaries in compliance with Section 6.7(a); provided that, loaned or advanced does not exceed $10,000,000 in any fiscal yearif such Investment involves a Subsidiary, such Investment otherwise complies with this Agreement, including Section 5.6 and Section 5.7; (k) additional investments Capital Expenditures permitted under Section 6.18; (l) Investments to the extent made with Equity Issuance Proceeds so long as (i) no Default exists both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a)to such Investment, Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would such Investment is on an arm’s-length basis for no more than fair market value and (iii) such Investment is made with Equity Issuance Proceeds received prior to or contemporaneously with such Investment, which Equity Issuance Proceeds were intended to be used for such Investment and were not applied in compliance with the financial covenant in increasing EBITDA for purposes of Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test Period7.7; and (lm) other Investments in an aggregate outstanding amount not to exceed $2,000,000 (other than as a result of appreciation), during the extent constituting investmentsterm hereof. For the avoidance of doubt, transactions any Investment that also constitutes an Acquisition must be permitted under this Section 6.01, 6.3 and under Section 6.03, Section 6.04 or Section 6.066.4 below.

Investments. The Borrower shall notNo Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, make or own any investments Investment in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectivelyincluding any Joint Venture, “Permitted Investments”):except: (a) Investments in Cash and Cash Equivalents; (b) Hedging Arrangements permitted under Section 6.12Investments owned as of the Closing Date; (c) investments by Investments made after the Borrower or any Closing Date (i) among the Credit Parties and the Wholly Owned Subsidiaries of its Borrowers and (ii) in non-Wholly Owned Subsidiaries in any Subsidiary of Borrowers and Joint Ventures owned as of the BorrowerClosing Date; provided, however, that no Investment under this clause (ii) will be made in such existing entities which are dormant and/or immaterial entities with no assets (other than (w) holding companies whose only assets are Capital Stock of Subsidiaries or Joint Ventures that hold, directly or indirectly, GGP Properties, (x) any entity that is party to an indemnity deed of trust structure, (y) Investments in amounts required to cover reasonable costs and expenses of such entities and (z) Investments in such entities permitted in clause (i) below); (d) investments by OpCo Investments consisting of deposits, prepayments and other credits to suppliers made in the ordinary course of business of Parent and its subsidiaries in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstandingSubsidiaries; (e) investments intercompany loans to the extent permitted under Section 6.1(b); (f) Consolidated Capital Expenditures (if, after giving effect to such capital expenditure, Parent would be in compliance with Section 6.7); (g) loans and advances to directors, officers and employees of Parent and its Subsidiaries (i) made in connection with an employee stock purchase plan or similar arrangement or (ii) made in the ordinary course of business in an aggregate principal amount at any time outstanding not to exceed $5,000,000; (h) Investments pursuant to Hedge Agreements not prohibited by Section 6.14; (i) Investments in any after-acquired real or personal property (including in any newly-formed or after-acquired non-Wholly Owned Subsidiary of Parent or Joint Venture owning such property or any existing dormant or immaterial entity); provided that (x) Investments in real estate upon which material improvements are not complete (as evidenced by being opened for business to the general public) shall not exceed, in the aggregate, 10% of Value (it being understood that no Real Estate Asset that is at least 80% leased shall be subject to this clause (x) and that for the purposes of this provision any portion of such Real Estate Asset that is under a binding contract of sale to an “anchor tenant” shall be deemed to be leased), (y) Investments in any single Person owning any GGP Property shall not exceed 25% of Value and (z) Investments in Limited Minority Holdings shall not exceed, in the aggregate, 20% of Value after giving effect to such Investment; (j) the spin-off of Spinco Inc., as contemplated in the Plan; (k) Investments reasonably required in the minimum amount necessary for Parent and each of its REIT Subsidiaries to maintain its qualification as a REIT; (l) Investments received in connection with the bankruptcy or reorganization of, or of suppliers and lessees and in settlement of delinquent accounts obligations of, and other disputes with, customers lessees and supplies, in each case suppliers arising in the ordinary course of business; (fm) extensions of trade credit by the Borrower Group Members deposits with financial institutions available for withdrawal on demand, prepaid expenses, and accounts receivable, in each case, made or incurred in the ordinary course of business; (gn) investments made as a result guarantees of Indebtedness to the receipt extent permitted by Section 6.1 and guarantees of non‑cash consideration from dispositions other liabilities and obligations of Parent and its Subsidiaries and Joint Ventures in compliance with Section 6.01the ordinary course of business; (ho) Investments in any Trust Preferred Securities Issuer and Investments by any Trust Preferred Securities Issuer in Parent and its Subsidiaries; (p) transactions in the ordinary course of business in accordance with the Consolidated Cash Management System of Parent and its Subsidiaries; (q) extensions of trade credit in the ordinary course of business; (r) Investments in the ordinary course of business consisting of endorsements for collection or deposit; (s) loans and advances to tenants, customers, suppliers and distributors made in the ordinary course of business to and in accordance with Parent’s reasonable business judgment; (t) any other Investments required or specifically contemplated by the Borrower’s Investment Agreements or any of its Subsidiaries’ employees the Plan; and (u) other Investments in an aggregate principal amount not to exceed $3,000,000 100,000,000 at any time outstanding; (i) Permitted Acquisitions by the Borrower Group Members; (j) additional investments by the Borrower Group Members so long as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test Period; and (l) to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06.

Investments. The Borrower shall notMake or hold any Investments, nor shall it permit any of its Subsidiaries to, make any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”):except: (a) Investments held by the Borrower or a Subsidiary in the form of cash or Cash or Cash Equivalents; (b) Hedging Arrangements permitted (i) Investments of the Borrower in any Guarantor, (ii) Investments of any Guarantor in the Borrower or another Guarantor, (iii) Investments by Subsidiaries that are not Loan Parties in the Borrower or any other Subsidiary and (iv) Investments by any Loan Party in any Foreign Subsidiary or any other Subsidiary that is not a Loan Party; provided that Investments under this clause (b)(iv) shall also constitute an Investment under, and be required to satisfy the limits set forth in, Section 6.127.03(g); (c) investments by the Borrower or any Investments consisting of its Subsidiaries in any Subsidiary extensions of the Borrower; (d) investments by OpCo and its subsidiaries credit in the equity nature of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstanding; (e) investments received in connection with accounts receivable or notes receivable arising from the bankruptcy or reorganization of, or settlement grant of delinquent accounts and disputes with, customers and supplies, in each case 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; (fd) extensions Investments existing on the Closing Date and set forth on Schedule 7.03(d) and any modification, replacement, renewal, reinvestment or extension thereof; provided that the amount of trade credit the original Investment is not increased except by the Borrower Group Members in the ordinary course terms of businesssuch Investment or as otherwise permitted by this Section 7.03; (ge) investments made as a result of the receipt of non‑cash consideration from dispositions Investments in compliance with Section 6.01; (h) loans and advances made Swap Contracts in the ordinary course of business not prohibited under Section 7.16; (f) Investments consisting of non-hostile Acquisitions; provided that, with respect to each Acquisition made pursuant to this Section 7.03(f), which in the case of a Limited Condition Acquisition shall be subject to Section 1.09 (any such Acquisition meeting the requirements of this Section 7.03(f) a “Permitted Acquisition”): (i) each applicable Loan Party and any such newly created or acquired Subsidiary shall, or will within the times specified therein, have complied with the applicable requirements of Section 6.12 to the extent required thereby; (ii) 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 in, or substantially related to, the existing industries of the Borrower and its Subsidiaries or shall be reasonably similar, incidental or complementary thereto and reasonable extensions thereof; and (iii) immediately before and immediately after giving effect to any such Acquisition and any other transaction in connection therewith (including any disposition and/or incurrence or repayment of Indebtedness) (A) no Default shall have occurred and be continuing (B) the Borrower is in compliance on a Pro Forma Basis (based on the most recently completed Reference Period) with the Consolidated Interest Coverage Ratio then set forth in Section 7.10(a) and (C) (1) if the Borrower has elected a Consolidated Leverage Ratio Increase with respect to such Acquisition, the Borrower is in compliance on a Pro Forma Basis (based on the most recently completed Reference Period) with the Consolidated Leverage Ratio covenant level then set forth in Section 7.10(b), after giving effect to the step-up or (2) if otherwise, the Borrower is in compliance on a Pro Forma Basis (based on the most recently completed Reference Period) with a Consolidated Leverage Ratio level at 0.25:1.00 lower than the then applicable covenant level then set forth in Section 7.10(b) and (D), with compliance with the foregoing clauses (B) and (C) being demonstrated in reasonable detail by the Borrower’s or any of ; (g) Investments by the Borrower and its Subsidiaries’ employees Subsidiaries not otherwise permitted under this Section 7.03 in an aggregate principal amount at any time outstanding not to exceed the greater of $3,000,000 90,000,000 and 10% of the Consolidated Total Assets of the Borrower (determined as of the end of the prior fiscal year) less an amount equal to the aggregate fair market value of any Guarantors that have been merged into non-Guarantor Subsidiaries pursuant to the proviso to Section 7.04(a)(ii) (with such fair market value to be determined at the time of the applicable merger); provided that, immediately before and immediately after giving effect to any time outstandingsuch Investment (and any other transaction (including any incurrence, assumption or repayment of any Indebtedness) in connection therewith), no Default shall have occurred and be continuing and (y) the Borrower shall be in compliance on a Pro Forma Basis (based on the most recently completed Reference Period) with each of the covenants contained in Section 7.10; provided, further, that in determining whether Investments by any Loan Party in any Foreign Subsidiary or any other Subsidiary that is not a Loan Party are permitted pursuant to this Section 7.03(g), the Designated Non-Loan Party Consideration Amount of such Investment shall be permitted pursuant to this Section 7.03(g) without reducing the capacity provided herein; (h) Investments by the Borrower in respect of, including by way of any contributions to, any employee benefit, pension or retirement plan, including any Pension Plan or Multiemployer Plan; (i) Permitted Acquisitions by Investments in connection with the Borrower Group MembersTransactions to be made on or promptly after the Closing Date; (j) additional investments Guarantees permitted by Section 7.02, provided that any Guarantee by a Loan Party of the Borrower Group Members so long Indebtedness of a Subsidiary that is not a Loan Party shall be required to be permitted as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 an Investment in any fiscal year;such non-Loan Party by Section 7.03(g); and (k) additional investments so long as both before and after giving effect thereto (i) no Default Investments in or Event relating to a Securitization Subsidiary that, in the good faith determination of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would are necessary or advisable to effect any Qualified Securitization Transaction or any repurchase obligation in connection therewith. For purposes of determining the amount of any Investment outstanding for purposes of this Section 7.03, such amount shall be in compliance deemed to be the amount of such Investment when made, purchased or acquired (including all cash consideration and noncash consideration (including the fair market value of all Equity Interests issued or transferred to the sellers thereof, all write-downs of property and assets and reserves for liabilities with the financial covenant in Section 5.12(arespect thereto) paid by or on a Pro Forma Basis as behalf of the relevant Test Period as though Borrower and its Subsidiaries in connection with such investments had been consummated as of Investment) (without adjustment for subsequent increases or decreases in the first day value of such Test Period; and Investment) less any amount realized in respect of such Investment upon the sale, collection or return of capital (l) not to exceed the extent constituting investmentsoriginal amount invested). Notwithstanding the foregoing, transactions permitted under Section 6.01in no event shall any Loan Party make any Investment which results in any Material Intellectual Property owned by such Loan Party being contributed or otherwise transferred by such Loan Party to any non-Loan Party, Section 6.03, Section 6.04 or Section 6.06except in the ordinary course of business and consistent with such Loan Party’s past practices.

Investments. The Borrower No Lincoln Party shall not, nor shall it permit make or have outstanding any of its Subsidiaries to, make any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any PersonInvestment, other than (collectively, “Permitted Investments”):than: (a) Investments by a Lincoln Party in and to its Subsidiaries on the date hereof, and after the date hereof, (i) any Investment in assets that is a Permitted Acquisition and (ii) any Investment in any Person which, after giving effect to such Investment, becomes a Subsidiary of such Lincoln Party under a Permitted Acquisition, so long as such Lincoln Party causes such Subsidiary to comply with the requirements of Section 8.7, above; (b) Investments of the Lincoln Parties existing as of the Restatement Date and described on Schedule 9.2 hereto; (c) Investments in Cash Equivalents; (bd) Hedging Arrangements permitted Investments in mutual funds registered under Section 6.12the Investment Company Act of 1940, as amended, which invest only in either money market securities or United States Governmental Securities, in either case, maturing within three years from the date of acquisition thereof by such mutual fund; (ce) investments by Subject to the Borrower or any limitations provided for under Section 9.3(c) hereof, Investments in Special Purpose Companies incidental to the consummation of its Subsidiaries in any Subsidiary of the BorrowerQualifying Securitization Transactions; (df) investments by OpCo and its subsidiaries Investments in property to be used in the equity ordinary course of any Receivables Entitybusiness of the Borrowers and their Subsidiaries; (g) Advances to officers, pursuant to a Permitted Receivables Financing directors and employees of the Lincoln Parties in an aggregate amount not to exceed $75,000,000 1,000,000 at any one time outstanding; (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts for travel, entertainment, relocation and disputes with, customers and supplies, in each case in the analogous ordinary course of business; (f) extensions of trade credit by the Borrower Group Members in the ordinary course of business; (g) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01business purposes; (h) loans Mergers and advances made acquisitions permitted by Section 9.3; (i) Investments received in settlement of amounts due to any Lincoln Party effected in the ordinary course of business or owing to any Lincoln Party as a result of insolvency proceedings involving an account debtor or upon the Borrower’s foreclosure or enforcement of any lien in favor of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; (i) Permitted Acquisitions by the Borrower Group Membersa Lincoln Party; (j) additional investments by capital stock or other securities acquired in connection with the Borrower Group Members so long satisfaction or enforcement of Indebtedness or claims due or owing to a Lincoln Party (in bankruptcy of customers or suppliers or otherwise outside the ordinary course of business) or as the aggregate amount invested, loaned security for any such Indebtedness or advanced does not exceed $10,000,000 in any fiscal yearclaims; (k) additional investments so long as both before Investments in current assets arising from the sale of goods and after giving effect thereto (i) no Default or Event services in the ordinary course of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as business of the relevant Test Period as though such investments had been consummated as of the first day of such Test PeriodBorrowers and their Subsidiaries; and (l) Investments of the Lincoln Parties not described in the foregoing clauses (a) through (k); provided that the aggregate amount of all such Investments, on a Consolidated basis, outstanding under this clause (l) shall not at any time exceed an amount equal to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06fifteen percent (15%) of Consolidated Net Worth at such time.

Investments. The Borrower shall not, nor shall it Make or permit to exist any of its Subsidiaries to, make any investments Investment in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than except the following; it being agreed that to be permitted hereunder, any such Investment, if evidenced by Equity Interests of the Person being invested in, the provisions of Section 10.1.9 (collectivelyFuture Subsidiaries) must be complied with and, “Permitted Investments”):if evidenced by Debt, the provision of Section 10.2.1(c) (Debt) relating to evidencing and pledging as Collateral of such Debt from a Loan Party and, where appropriate, subordination thereof to the Obligations must be complied with: (a) Investments by (i) Parent to the capital of TCA and SoCal, and (ii) any Loan Party (other than Parent) to any Borrower; (b) Investments constituting Debt permitted by Section 10.2.1 (Debt); (c) Contingent Obligations constituting Debt permitted by Section 10.2.1 (Debt); (d) Investments in Cash and Cash Equivalents; (be) Hedging Arrangements permitted under Section 6.12bank deposits in the Ordinary Course of Business, provided, that the aggregate amount of all such deposits which are maintained with any bank (other than Excluded Deposit Accounts) other than Bank of America shall not at any time exceed $100,000, in the aggregate; provided that until the date that is 9 months following the Closing Date, SoCal and Xxxxx may maintain deposits in excess of such limitation with Bancorp South so long as such deposits are in DACA Deposit Accounts; (cf) investments by Investments in securities of Account Debtors received pursuant to any plan of reorganization or similar arrangement upon the Borrower bankruptcy or any insolvency of its Subsidiaries in any Subsidiary of the Borrowersuch Account Debtors; (dg) investments by OpCo and its subsidiaries loans or advances to employees, officers or directors of any Loan Party incurred in the equity Ordinary Course of any Receivables EntityBusiness (including for travel, pursuant to a Permitted Receivables Financing entertainment and relocation expenses), in an aggregate amount not to exceed $75,000,000 at any one time outstanding; (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and supplies, in each case in the ordinary course of business; (f) extensions of trade credit by the Borrower Group Members in the ordinary course of business; (g) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans and advances made in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 100,000 at any time outstanding; (h) subject to the limitations in Section 10.2.4 (Mergers, Consolidations, Sales and Other Transactions Outside the Ordinary Course of Business), Investments constituting Permitted Acquisitions; (i) Permitted Acquisitions by Investments listed on Schedule 10.2.10 (Existing Investments) existing as of the Borrower Group MembersClosing Date and any increases or decreases in the value thereof or write-ups, writedowns or write-offs with respect to such Investments; (j) additional investments by TCA, SoCal and any Subsidiary thereof may hold promissory notes acquired in connection with an Asset Disposition to the Borrower Group Members so long as extent permitted under Section 10.2.4 (Mergers, Consolidations, Sales and Other Transactions Outside the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal yearOrdinary Course of Business); (k) additional investments so long as Investments by TCA, SoCal or the other Subsidiaries thereof in joint ventures or Subsidiaries which are non-Wholly-Owned Subsidiaries not exceeding $2,000,000 in the aggregate for all such Investments outstanding at any time, provided that (i) such joint ventures or Subsidiaries which are non-Wholly-Owned Subsidiaries shall not have any Funded Debt at any time on or after the date that an Investment is made therein (other than Debt owing to the equityholders of such joint ventures), (ii) the constitutive documents governing such joint venture or Subsidiaries which are non-Wholly-Owned Subsidiary does not restrict distributions to TCA, SoCal or any Subsidiary, (iii) each such joint venture or Subsidiaries which are nonWholly-Owned Subsidiary is engaged in a business in which TCA, SoCal or any Subsidiary would be permitted to engage under Section 10.2.9 (Business Activities; Issuance of Equity), (iv) both immediately before and after giving effect thereto making such Investment, (ix) no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) then exists and (iiy) Availability and Average Availability for the Borrower would be 30-day period immediately preceding the date of such Investment, in compliance with the financial covenant in Section 5.12(a) each case as calculated on a Pro Forma Basis as Basis, would equal or exceed $15,000,000, and (v) the Person making such Investment has pledged all of the relevant Test Period as though such investments had been consummated as of the first day its Equity Interests of such Test Periodjoint venture to Agent pursuant to documentation reasonably satisfactory to Agent (and has delivered such securities (or evidence of book registrations thereof), together with executed transfer powers and irrevocable proxies relating thereto to Agent); (l) Investments created under Hedging Agreements entered into by Loan Parties or any Subsidiary in the Ordinary Course of Business and not for speculative purposes; (m) Accounts, notes receivable and security deposits and prepayments arising and trade credit granted in the Ordinary Course of Business and prepayments and other credits to suppliers made in the Ordinary Course of Business; (n) Investments consisting of UCC Article 3 endorsements for collection or deposit; (o) Investments representing leases or conditional sales contracts owing by owner-operators of Borrowers in respect of Lease Pool Rolling Stock subject to the Owner-Operator Program in an aggregate amount not to exceed $6,000,000 at any time outstanding; provided that any security therefor or promissory notes or Chattel Paper evidencing such obligations (to the extent not required to have been pledged by Borrowers to the vendor of such Lease Pool Rolling Stock) shall, if so requested by Agent, be pledged and delivered (with any necessary endorsements) to Agent; and (lp) other Investments not in excess of $100,000 in aggregate at anytime outstanding; provided, that (x) any Investment which when made, is an Investment in Cash Equivalents, may continue to the extent constituting investmentsbe held notwithstanding that such Investment if made thereafter would not constitute Cash Equivalents; (y) no Investment otherwise permitted by clause (b), transactions (c), (k) or (o) shall be permitted under Section 6.01to be made if, Section 6.03immediately before or after giving effect thereto, Section 6.04 any Default or Section 6.06Event of Default exists or would result therefrom.

Investments. The Borrower shall Company will not, nor shall it and will not cause or permit any of its Subsidiaries (other than Subsidiaries that are part of the Venezuelan Division) to, make make, maintain or suffer to exist any investments in any equity or debt securities (issued by Persons other than Investment, except the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”):following: (a) Cash Equivalentsthe Company and its Subsidiaries may make (or, in the case of clause (i) below, maintain) at any time: (i) Any Investment existing on the date hereof (A) as set forth in Schedule 7.02 (Existing Investments) if in excess of US$1,000,000 (or the US Dollar Equivalent thereof) and (B) if less than such amount, included in the financial statements of the Company and/or its Subsidiaries prior to the date hereof; (bii) Hedging Arrangements permitted under Section 6.12Cash Equivalent Investments; (ciii) investments by Capital Expenditures not to exceed (A) the Borrower or Permitted Capital Expenditures Amount and (B) any of its Subsidiaries in any Subsidiary portion of the BorrowerPermitted Capital Expenditures Amount carried over in accordance with Section 7.14(b) (Limitations on Capital Expenditures); (div) investments by OpCo and its subsidiaries Investments consisting of extensions of credit of less than sixty (60) days in the equity nature of any Receivables Entity, pursuant to a Permitted Receivables Financing accounts receivable or notes receivable arising from the sale or lease of goods or services in an aggregate amount not to exceed $75,000,000 at any one time outstandingthe Ordinary Course of Business; (ev) investments received in connection with the bankruptcy Subject to Section 7.12(c) (Fundamental Changes, Limitations on Asset Sales, Asset Exchanges and Acquisitions), and as long as no Default or reorganization ofEvent of Default has occurred and is continuing, or settlement of delinquent accounts and disputes with, customers and supplies, in each case in the ordinary course of business; (f) extensions of trade credit by the Borrower Group Members in the ordinary course of business; (g) investments made will occur as a result of such Investment, Investments in the receipt Core Business (other than Investments in the Venezuelan Division) made from any Net Cash Proceeds of non‑cash consideration from dispositions a Permitted Company Equity Issuance that is consummated in compliance accordance with Section 6.017.23(a)(ii) (Equity Issuances) that are not required to be applied to the mandatory prepayment of Mandatory Prepayment Indebtedness pursuant to Section 2.05(e) (Mandatory Prepayments); (hvi) loans Subject to Section 7.12(c) (Fundamental Changes, Limitations on Asset Sales, Asset Exchanges and advances made Acquisitions), Investments in the ordinary course long-term productive assets used in the Core Business (other than Investments in the Venezuelan Division) made from 50% of business to the Borrower’s or any Net Cash Proceeds of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; Asset Sale during the relevant Reinvestment Period for such Asset Sale; provided that (i) Permitted Acquisitions by the Borrower Group Members; (j) additional investments by the Borrower Group Members so long as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (ix) no Default or Event of Default has occurred and is continuing under Article VII(a)continuing, Article VII(b)or will occur as a result of such Investment, Article VII(f), Article VII(g), Article VII(h(y) or Article VII(l) a Reinvestment Certificate has been delivered within the applicable Required Payment Period for such Asset Sale and (iiz) the Borrower would be in compliance with the financial covenant in Company has made any mandatory prepayments required pursuant to Section 5.12(a2.05(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test Period; and (l) to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06.Mandatory Prepayments);

Investments. The Borrower shall will not, nor shall will it permit any of its Subsidiaries the Subsidiary Guarantors to, acquire, make or enter into, or hold, any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”):Investments except: (a) operating deposit accounts with banks; (b) Investments by the Borrower and the Subsidiary Guarantors in the Borrower and the Subsidiary Guarantors; (c) Hedging Agreements entered into in the ordinary course of the Borrower’s financial planning and not for speculative purposes; (d) Investments by the Borrower and its Subsidiaries to the extent such Investments are permitted under the Investment Company Act (if applicable) and in compliance in all material respects with the Borrower’s Investment Policies, in each case as in effect as of the date such Investments are acquired; provided that no Obligor shall be permitted to make an Investment in a Joint Venture Investment that is a Non-Performing Joint Venture Investment under this Section 6.04 unless, after giving effect to such Investment, the Covered Debt Amount does not exceed the Borrowing Base; (e) Investments in Financing Subsidiaries and Investments in the form of Designated Swaps, determined at the time any such Investment is made (or, if earlier, committed to be made), so long as, (i) after giving effect to such Investment, the Covered Debt Amount does not exceed the Borrowing Base and (ii) the sum of (x) all Investments under this clause (e) that occur after the Commitment Termination Date and (y) all Investments under clause (f) below that occur after the Commitment Termination Date, shall not exceed $10,000,000 in the aggregate; (f) additional Investments, determined at the time any such Investment is made (or, if earlier, committed to be made), up to but not exceeding $15,000,000 in the aggregate made after the Fourth Amendment Effective Date; provided that the sum of (x) all Investments under this clause (f) that occur after the Commitment Termination Date and (y) all Investments under clause (e) above that occur after the Commitment Termination Date, shall not exceed $10,000,000 in the aggregate; (g) Investments in Cash and Cash Equivalents; (b) Hedging Arrangements permitted under Section 6.12; (c) investments by the Borrower or any of its Subsidiaries in any Subsidiary of the Borrower; (d) investments by OpCo and its subsidiaries in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstanding; (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and supplies, in each case in the ordinary course of business; (f) extensions of trade credit by the Borrower Group Members in the ordinary course of business; (g) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans and advances made in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstandingInvestments described on Schedule 3.12(b); (i) Permitted Acquisitions for the avoidance of doubt, Investments by the Borrower Group Members;a Financing Subsidiary; and (j) additional investments by Investments in the Borrower Group Members so long as form of Guarantees permitted pursuant to Section 6.01. For purposes of clauses (e) and (f) of this Section, the aggregate amount investedof an Investment at any time shall be deemed to be equal to (A) the aggregate amount of cash, loaned together with the aggregate fair market value of property, loaned, advanced (including posted as margin under any Designated Swap), contributed, transferred or advanced does otherwise invested that gives rise to such Investment minus (B) the aggregate amount of the Return of Capital and dividends, distributions or other payments received in cash in respect of such Investment and the values (valued in accordance with Section 5.12(b)) of other Investments received in respect of such Investment; provided that in no event shall the aggregate amount of such Investment be deemed to be less than zero; the amount of an Investment shall not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event event be reduced by reason of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day any write-off of such Test Period; and (l) to Investment nor increased by any increase in the extent constituting investmentsamount of earnings retained in the Person in which such Investment is made that have not been dividended, transactions permitted under Section 6.01, Section 6.03, Section 6.04 distributed or Section 6.06otherwise paid out.

Investments. The Borrower shall not, Neither the Company nor shall it permit any of its Subsidiaries to, shall make any investments Investments, except for: (i) Investments (A) by the Company or any Subsidiary in any equity Wholly-Owned Subsidiary or debt securities the Company in the ordinary course of business and (issued B) by Persons other than the BorrowerCompany or any Wholly-Owned Subsidiary in any Non-Wholly-Owned Subsidiary; provided, in the case of each Investment under this clause (B), that (x) or make the Leverage Ratio as of the end of the most recent fiscal quarter of the Company for which financial statements shall have been delivered pursuant to Section 7.01 (or, prior to the delivery of any loan or advance such financial statements, as of December 31, 2010), computed on a pro forma basis giving effect to such Investment and to any Personincurrence or repayment of Indebtedness after such fiscal quarter end as if they had occurred on the last day of such fiscal quarter, shall be less than 3.00 to 1.00, or (y) such Investment shall be in an amount that, when aggregated with the amount of all other than Investments made in reliance on this subclause (collectivelyy), “Permitted Investments”): does not exceed 15% of Consolidated Net Assets, determined on the basis of the financial statements most recently delivered pursuant to Section 7.01 (aor, prior to the delivery of any such financial statements, as of December 31, 2010) Cash Equivalentsat the time any such Investment is incurred; (bii) Hedging Arrangements Investments constituting or incurred in order to consummate Permitted Acquisitions otherwise permitted under Section 6.12; (c) investments by herein or representing the Borrower or any of its Subsidiaries in any Subsidiary non-cash portion of the Borrower; (d) investments by OpCo and its subsidiaries in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstanding; (e) investments consideration received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and supplies, a transaction described in each case Section 7.03(a); (iii) advances to employees for business expenses in the ordinary course of business; (fiv) other loans to employees in the ordinary course of business not to exceed $15,000,000 in the aggregate outstanding at any one time; (v) Investments in Cash Equivalents; (vi) Permitted Existing Investments; (vii) Investments received in satisfaction or partial satisfaction of amounts owed by financially troubled account debtors (whether in connection with a foreclosure, bankruptcy, workout or otherwise) and deposits, prepayments and other credits to suppliers made in the ordinary course of business consistent with the past practices of the Company and its Subsidiaries; (viii) investments in and obligations under Hedging Agreements permitted under Section 7.03(k); (ix) Investments consisting of extensions of trade credit by in the Borrower Group Members nature of prepaid royalties or expenses or notes receivable arising from the sale or lease of goods or services in the ordinary course of business, or performance or similar deposits arising in the ordinary course of business; (gx) investments made as Investments of any Person existing at the time such Person becomes a result of Subsidiary or consolidates or merges with the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans and advances made in the ordinary course of business to the Borrower’s Company or any of its Subsidiaries’ employees Subsidiary (including in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; (iconnection with a Permitted Acquisition) Permitted Acquisitions by the Borrower Group Members; (j) additional investments by the Borrower Group Members so long as the aggregate amount invested, loaned or advanced does such Investments were not exceed $10,000,000 made in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day contemplation of such Test PeriodPerson becoming a Subsidiary or of such consolidation or merger; and (lxi) to other Investments; provided that the extent constituting investmentsaggregate amount paid in cash of such Investments, transactions net of Repatriated Funds during the term of this Agreement, shall not exceed the sum of (A) 15% of the Company’s Consolidated Net Assets at the end of the fiscal year immediately preceding that in which any such Investment is made and (B) proceeds received during the term of this Agreement from Investments permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06this clause (xi).

Investments. The Borrower shall will not, nor shall it will the Borrower permit any of its Subsidiaries Restricted Subsidiary to, make any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any PersonInvestments, other than (collectively, “Permitted Investments”):except: (a) Investments in cash and Cash EquivalentsEquivalents and assets that were Cash Equivalents when such Investment was made; (b) Hedging Arrangements permitted under Section 6.12(i) the Transactions or Investments otherwise made in accordance with and as contemplated by the Recapitalization Agreement, (ii) Permitted Acquisitions and (iii) Investments by any Loan Party in any Restricted Subsidiary the net cash proceeds of which are used to consummate a Permitted Acquisition; (c) investments (i) Investments existing on the Closing Date and listed on Schedule 6.04 hereto and (ii) Investments consisting of any modification, replacement, renewal, reinvestment or extension of any such Investment; provided that the amount of any Investment permitted pursuant to this Section 6.04(c) is not increased from the original amount of such Investment on the Closing Date (determined without reducing such amount to reflect to any Return received on such Investment from and after the Closing Date) except pursuant to the terms of such Investment (including in respect of any unused commitment), plus any accrued but unpaid interest (including any portion thereof which is payable in kind in accordance with the terms of such modified, extended, renewed or replaced Investment) and premium payable by the Borrower or any terms of its Subsidiaries in any Subsidiary such Indebtedness thereon and fees and expenses associated therewith as of the BorrowerClosing Date or as otherwise permitted by this Section 6.04; (d) investments Investments (i) between and among any of the Restricted Subsidiaries that are non-Loan Parties, (ii) between and among the Loan Parties (other than Investments in Holdings (excluding any Investment made by OpCo a Loan Party in Holdings that could have been made as a Restricted Payment to Holdings pursuant to any clause or clauses of Section 6.06, and its subsidiaries provided that any such Investment reduce the amounts available under the respective clause or clauses in Section 6.06 in reliance on which such Restricted Payments could have been made by an amount equal to the equity amount of any Receivables Entitysuch Investment)), (iii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided, that to the extent that any such Investments under this clause (d)(iii) constitute loans or advances made to any Loan Party, such loans or advances shall be subordinated to the Obligations on terms which prohibit the repayment thereof after the occurrence of an Event of Default pursuant to Section 7.01(h) or (i) or the acceleration of the Obligations pursuant to Section 7.01 after the occurrence of any other Event of Default and (iv) by a Permitted Receivables Financing non-Loan Party in an aggregate amount not to exceed $75,000,000 at any one time outstandinga Loan Party; (e) investments received Investments made by any Restricted Subsidiary in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and supplies, in each case in the ordinary course of business; (f) extensions of trade credit by the Borrower Group Members in the ordinary course of business; (g) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans and advances made in the ordinary course of business to the Borrower’s any Joint Venture or any of its Subsidiaries’ employees Unrestricted Subsidiary in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; (i) Permitted Acquisitions by the Borrower Group Members; (j) additional investments by the Borrower Group Members so long as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test Period; Investments made after the Closing Date pursuant to this clause (e) by (x) Loan Parties and Restricted Subsidiaries in Joint Ventures and (l) to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06.

Investments. The Borrower shall notMake or hold any Investments, nor shall it permit any of its Subsidiaries to, make any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”):except: (a) Investments held by the Loan Parties in the form of Cash Equivalents, provided that such Cash Equivalents are maintained in an account with the Administrative Agent, or an account permitted to exist pursuant to Section 6.20; (b) Hedging Arrangements permitted under Section 6.12; (c) investments by advances to officers, directors and employees of the Borrower or any of its and Subsidiaries in any Subsidiary of the Borrower; (d) investments by OpCo and its subsidiaries in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 100,000 at any one time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (ei) investments received Investments by the Borrower and its Domestic Subsidiaries in connection with their respective Domestic Subsidiaries outstanding on the bankruptcy or reorganization ofdate hereof, or settlement (ii) additional Investments by a Loan Party in another Loan Party that is a wholly owned Domestic Subsidiary and (iii) Investments not to exceed $15,000 to repurchase any Minority Interests; provided that Investments permitted by this clause (iii) shall not exceed $250,000 in the aggregate over the term of delinquent this Agreement; (d) Investments consisting of accounts and disputes with, customers and supplies, in each case receivable from credit card companies in the ordinary course of business; (e) Guarantees permitted by Section 7.02; (f) extensions of trade credit by Investments existing on the Borrower Group Members date hereof (other than those referred to in the ordinary course of businessSection 7.03(c)(i)) and set forth on Schedule 7.03(f); (g) investments made as a result of the receipt of non‑cash consideration from dispositions Investments by any Loan Party in compliance with Swap Contracts permitted under Section 6.017.02(a); (h) loans and advances Investments made in the ordinary course of business in connection with security deposits and prepayments of rents under Leases or prepayments of suppliers in the ordinary course of business, provided that in any case not more than one month’s security deposit, rent or amounts paid to such suppliers in the Borrower’s or any ordinary course of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstandingbusiness shall be so paid; (i) Permitted Acquisitions by Investments of any Person in existence at the Borrower Group Memberstime such Person becomes a Loan Party; provided such Investment was not made in connection with or anticipation of such Person becoming a Subsidiary of the Borrower; (j) additional investments by Subsidiaries may be established or created, if the Borrower Group Members 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 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 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 long as comply within ten Business Days); (k) Investments that constitute a Permitted Acquisition; (l) Investments that constitute Permitted Seller Notes; (m) Investments that constitute loans to employees of the Borrower or its Subsidiaries, the proceeds of which are used to purchase Equity Interests in the Borrower; provided that the amount of such loans at any time outstanding shall not exceed $1,000,000; (n) other Investments; provided, however, that the aggregate amount investedof Investments permitted under this Section 7.03(n) does not exceed $5,000,000 at any time outstanding; and (o) Investments in non-Guarantor Subsidiaries and Joint Venture Entities, loaned or advanced does provided, that (1) such Investments shall not exceed $10,000,000 in any fiscal year; the aggregate and (k) additional investments so long as both before and after giving effect thereto (i1) no Default or Event of Default has occurred and is shall be continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) this Agreement at the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day time of such Test Period; and (l) to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 Investment or Section 6.06would result from such Investment.

Investments. The Borrower shall will not, nor shall it permit and will not allow any of its Subsidiaries toto make or hold any Investments, make any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”):except: (a) Investments by the Borrower or a Subsidiary in cash and Cash Equivalents; (b) Hedging Arrangements permitted under Section 6.12Investments in the Borrower or any Subsidiary and the reclassification or conversion of any such Investments to debt or equity or any combination thereof; (c) investments by Investments in any joint venture so long as (i) on a Pro Forma Basis (x) the Minimum Liquidity Condition is satisfied and (y) the Borrower or any of its Subsidiaries is in any Subsidiary compliance with the covenants set forth in Section 6.09 as of the Borrowerdate of the most recent balance sheet delivered pursuant to Section 5.01(a) or (b) and (ii) at the time of and immediately after giving effect to such Investment, no Default shall have occurred and be continuing; (d) investments Investments by OpCo and its subsidiaries in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstandingjoint venture; (e) investments Permitted Acquisitions; (i) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and (ii) Investments (including debt obligations and Equity Interests) received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business or received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or settlement of delinquent accounts and other disputes with, customers and suppliessuppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (i) Investments existing or contemplated on the Closing Date and, to the extent in each case excess of $10,000,000 individually or $25,000,000 in the aggregate, set forth on Schedule 6.05(g) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the Closing Date by the Borrower or any Subsidiary in the Borrower or any other Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment or as otherwise permitted by this Section 6.05; (h) Investments in Swap Agreements permitted under Section 6.01(i); (i) Investments in the ordinary course of business in prepaid expenses, negotiable instruments held for collection and lease, utility and worker’s compensation, performance and other similar deposits provided to third parties; (j) Investments in the ordinary course of business consisting of endorsements for collection or deposit; (k) Investments in the ordinary course of business consisting of the licensing or contribution of intellectual property pursuant to development, marketing or manufacturing agreements or arrangements or similar agreements or arrangements with other Persons; (l) advances of payroll payments, fees or other compensation to officers, directors, consultants or employees, in the ordinary course of business; (fm) extensions Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of trade credit by the Borrower Group Members in the ordinary course of businessBorrower; (gn) investments made so long as no Default has occurred and is continuing and on a result of Pro Forma Basis the receipt of non‑cash consideration from dispositions Minimum Liquidity Condition is satisfied, the Borrower and its Subsidiaries may make Investments in compliance with Section 6.01an amount not to exceed the Available Amount; (ho) loans the Borrower and advances made its Subsidiaries may make other Investments so long as on a Pro Forma Basis, (i) no Default has occurred and is continuing, (ii) the Minimum Liquidity Condition is satisfied and (iii) the Consolidated Net Leverage Ratio is no greater than 4.50 to 1.0 as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b); (p) customary Investments in connection with Permitted Receivables Facilities; (q) other Investments in an aggregate amount not to exceed $100,000,000; (r) the Borrower and its Subsidiaries may purchase inventory and other Property to be used or sold in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstandingand make capital expenditures; (is) Permitted Acquisitions by loans or advances to officers, directors, consultants and employees of the Borrower Group Membersand its Subsidiaries for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes and in connection with such Person’s purchase of Equity Interests of the Borrower; (jt) additional investments Investments held by a Subsidiary acquired after the Closing Date or of a corporation merged into the Borrower Group Members so long as or merged or consolidated with any Subsidiary after the aggregate amount invested, loaned Closing Date that were not made in contemplation of such acquisition or advanced does not exceed $10,000,000 in any fiscal yearmerger; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (iiu) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test PeriodCoBank Equities and any other stock or securities of, or Investments in, CoBank or its investment services or programs; and (lv) the transfer of Equity Interests of Schenley Distilleries Inc. to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 Borrower or Section 6.06any Subsidiary of the Borrower.

Investments. The Borrower shall notNo Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, make or own any investments Investment in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectivelyincluding without limitation any Joint Venture, “Permitted Investments”):except: (a) Investments in Cash and Cash Equivalents; (b) Hedging Arrangements permitted under Section 6.12Investments owned or committed (pursuant to binding commitments) to be made as of the Closing Date and Investments made after the Closing Date in connection with Ordinary Course of Business Activities in any Credit Party (other than Company); (c) investments by the Borrower or any of its Subsidiaries Investments (i) in any Subsidiary Securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors, and (ii) constituting deposits, prepayments and other credits to suppliers, in each case, in connection with Ordinary Course of the BorrowerBusiness Activities; (d) investments by OpCo intercompany loans to the extent permitted under Section 6.1(c); (e) ordinary course loans and advances to employees of Company and its subsidiaries Restricted Subsidiaries consistent with past practice; (f) Investments made in connection with Permitted Acquisitions permitted pursuant to Section 6.8; (g) Investments consisting of guarantees permitted under Section 6.1; (h) Investments (other than in the equity Company) made in connection with Ordinary Course of any Receivables Entity, Business Activities; (i) Investments consisting of consideration other than Cash received in connection with Asset Sales permitted under Section 6.8; (j) Investments in CIT Bank required pursuant to the Bank Holding Company Act, the Federal Reserve Act or the Federal Deposit Insurance Act and any approval, waiver, consent, stipulation, agreement or commitment entered into in connection therewith or related thereto; and (k) other Investments made at a Permitted Receivables Financing time when no Default or Event of Default shall have occurred and be continuing in an aggregate amount not to exceed $75,000,000 100,000,000 at any one time outstanding; (e) investments received in connection with the bankruptcy time, it being understood that losses, write-downs or reorganization of, or settlement of delinquent accounts and disputes with, customers and supplies, in each case in the ordinary course of business; (f) extensions of trade credit by the Borrower Group Members in the ordinary course of business; (g) investments made as write-offs related to Investments which are assigned a result of the receipt of non‑cash consideration from dispositions in compliance with reduced balance for any reason shall not refresh availability under this Section 6.01; (h) loans and advances made in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; (i) Permitted Acquisitions by the Borrower Group Members; (j) additional investments by the Borrower Group Members so long as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a6.6(k), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test Period; and (l) to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06.

Investments. The Borrower shall notNo Credit Party shall, nor shall it permit any of its Subsidiaries to, make or hold any direct or indirect investment in any Person, including capital contributions to the Person, investments in or the acquisition of the debt or equity securities of the Person, or any equity loans, guaranties, trade credit, or debt securities (issued by Persons other than the Borrower) or make any loan or advance extensions of credit to any Person, other than the following (collectively, the “Permitted Investments”): (a) Cash Equivalents;Investments made prior to the Effective Date which are disclosed to the Lenders in Schedule 6.4(a) or reflected in the DIP Budget (b) Hedging Arrangements permitted under Section 6.12; (c) investments by the Borrower or any of its Subsidiaries in any Subsidiary of the Borrower; (d) investments by OpCo and its subsidiaries in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstanding; (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and supplies, in each case in the ordinary course of business; (f) extensions form of trade credit by the Borrower Group Members in the ordinary course to customers of business; (g) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans and advances made Credit Party arising in the ordinary course of business and represented by accounts from such customers; (c) Liquid Investments, provided that all such Liquid Investments shall be subject to a first priority, perfected Lien and security interest in favor of the Borrower’s Lenders; (d) loans, advances, or capital contributions to, or investments in, or purchases or commitments to purchase any stock or other securities or evidences of its Subsidiaries’ employees indebtedness of or interests in an any Subsidiary that is not a Credit Party, including any travel advances or travel loans to officers and employees; provided that on the date any such loans, advances, capital contributions, investments, purchases and commitments are made, the aggregate principal amount of such loans, advances, capital contributions, investments, purchases and commitments together with any other loans, advances contributions, investments, purchases and commitments (other than appreciation) then outstanding under this clause (c) shall not to exceed $3,000,000 at 5,000,000; (e) loans and advances by a Credit Party to any time outstandingother Credit Party; (f) investments in the form of Acquisitions permitted by Section 6.5; provided that, if such Acquisition is of an equity interest or other securities in a Person (that is not a Credit Party and does not become a Credit Party), such investments shall also be permitted under clause (c) above; (g) creation of any additional Subsidiaries; provided that in connection with any such creation of an additional Subsidiary the Borrower shall comply with the terms and conditions in Section 5.6; (h) Reserved; (i) Permitted Acquisitions by the Borrower Group Members;Xxxxxxxxx Bonds; and (j) additional investments by the Borrower Group Members so long as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test Period; and (l) other Investments to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06included in the DIP Budget (subject to the Permitted Variances).

Investments. The Borrower shall not, nor shall it permit any of its Subsidiaries to, (i) make or hold any investments investment in any equity common stocks, bonds or debt securities (issued by Persons other than the Borrower) of any Person, or make any loan or advance further capital contribution to any Person, other than in Subsidiaries, including without limitation, purchases of the stock of QQLink.com, Inc., and the capital contributions therein outsxxxxxxx xx of the Closing Date, or (collectivelyii) be or become a party to any joint venture or other partnership that is not a Subsidiary; provided, “Permitted Investments”):however that the following shall be permitted: (aA) the transactions described in Section 7.3(b) and Section 7.3(c) shall be permitted; (B) the Borrower and its Subsidiaries which are not Regulated Insurance Companies may invest in cash, Cash Equivalents and Investment Grade Securities other than investments which are Risk Derivatives (determined at the time of acquisition); provided, that any investment in Investment Grade Securities (other than U.S. Government Obligations) issued by any single Issuer shall not exceed on the date such investment is made an amount which, when added to all other investments by all Regulated Insurance Companies and the Borrower in such Issuer and outstanding on such date, is equal to 5% of Invested Assets at such time; (C) Regulated Insurance Companies may invest in (i) cash, (ii) Cash Equivalents, (iii) Investment Grade Securities and (iv) Non-Investment Grade Securities, provided that (A) no investment will be made in (i) any debt securities which are Non-Investment Grade Securities or (ii) any equity securities, at a time when, or if after giving effect thereto, the aggregate principal amount of all Non-Investment Grade Securities held by all Regulated Insurance Companies plus the aggregate outstanding investment made by all Regulated Insurance Companies in equity securities (other than securities of Persons which are Affiliates of the Borrower on the Closing Date) equals or exceeds or would equal or exceed 10% of Invested Assets; (B) no investment will be made in any real estate or loan secured by real estate (other than (I) credit tenant loans (as defined by the NAIC), (II) those existing on the Closing Date and described on the Disclosure Schedule (without giving effect to any increase thereto) (III) loans secured by owner-occupied real estate, if made at a time when, and if after giving effect thereto, the aggregate of all such investments in mortgage loans does not exceed, and would not exceed, 5% of Invested Assets; and (C) no investment (other than U.S. Government Obligations) in any single Issuer shall exceed on the date such investment is made an amount which, when added to all other investments by the Borrower and its Subsidiaries in the same Issuer and outstanding on such date, is equal to 5% of Invested Assets at such time; (bD) Hedging Arrangements permitted under Section 6.12any Regulated Insurance Company may make investments in companies which are Wholly-Owned Subsidiaries of such Person but only to the extent that any such investment, at the time made, does not reduce Statutory Surplus of such Regulated Insurance Company; (cE) any Regulated Insurance Company may make investments pursuant to commitments in effect as of the Closing Date and described (as to matter and amount) on the Disclosure Schedule; (F) Investments acquired by the Borrower or any of its Subsidiaries (x) in exchange for any other investment held by the Borrower or any such Subsidiary of the Borrower; (d) investments by OpCo and its subsidiaries in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstanding; (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and supplies, in each case in the ordinary course of business; (f) extensions of trade credit by the Borrower Group Members in the ordinary course of business; (g) investments made as a result of a bankruptcy, workout, reorganization or recapitalization of the receipt issuer of non‑cash consideration from dispositions in compliance with Section 6.01; such other investment or (hy) loans and advances made in as a result of a foreclosure by the ordinary course of business to the Borrower’s Borrower or any of its Subsidiaries’ employees Subsidiaries with respect to any secured investment or other transfer of title with respect to any secured investment in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; (i) Permitted Acquisitions by the Borrower Group Members; (j) additional investments by the Borrower Group Members so long as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test Perioddefault; and (lG) to Investments existing on the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06Closing Date which are identified on the Disclosure Schedule.

Investments. The Borrower shall notMake any Investments, nor shall it permit any of its Subsidiaries to, make any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”):except: (a) Cash EquivalentsInvestments held by the US Borrower or such Subsidiary in the form of cash equivalents or short-term marketable securities; (b) Hedging Arrangements permitted under Section 6.12Investments in existence on the date hereof and listed on Schedule 7.02 and extensions, renewals, modifications, restatements or replacements thereof; provided that no such extension, renewal, modification, restatement or replacement shall increase the amount of the original loan, advance or investment, except by an amount equal to any premium or other reasonable amount paid in respect of the underlying obligations and fees and expenses incurred in connection with such extension, renewal, modification, restatement or replacement; (c) investments by the Borrower or any of its Subsidiaries in any Subsidiary advances to officers, directors and employees of the Borrower; (d) investments by OpCo US Borrower and its subsidiaries in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing Subsidiaries in an aggregate amount not to exceed $75,000,000 1,000,000 at any one time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (d) Investments of the US Borrower in any Guarantor, Investments of any Subsidiary in the US Borrower or in a Guarantor, and Investments by any non-Loan Party Subsidiary in any other non-Loan Party Subsidiary; (e) investments received Permitted Acquisitions made by the US Borrower or any Subsidiary; (f) Investments consisting of extensions of credit in connection with the bankruptcy nature of accounts receivable or reorganization of, or settlement notes receivable arising from the grant of delinquent accounts and disputes with, customers and supplies, in each case trade credit in the ordinary course of business; (f) extensions of trade credit by , and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the Borrower Group Members extent reasonably necessary in the ordinary course of businessorder to prevent or limit loss; (g) investments made as a result of promissory notes and other similar non-cash consideration received by the receipt of non‑cash consideration from dispositions US Borrower and its Subsidiaries in compliance connection with Section 6.01Dispositions not otherwise prohibited under this Agreement; (h) loans and advances made Investments in any assets constituting a business unit received by the ordinary course US Borrower or its Subsidiaries by virtue of business to the Borrower’s an asset exchange or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstandingswap with a third party or acquired as a capital expenditure; (i) Permitted Acquisitions by the Borrower Group MembersSwap Contracts permitted under Section 7.03(d); (j) additional investments Guarantees permitted by the Borrower Group Members so long as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal year;Section 7.03; and (k) additional investments so long as both before and after giving effect thereto other Investments, including Investments in Joint Ventures, in an amount not to exceed during the Availability Period the greater of (i) no Default $200,000,000 or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) 10% of the amount of the total assets of the US Borrower would be in compliance with the financial covenant in Section 5.12(a) and its Subsidiaries on a Pro Forma Basis consolidated basis as of the relevant Test Period as though such investments had been consummated as date of the first day of such Test Period; and (l) most recent financial statements furnished pursuant to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.066.01(a).

Investments. The Borrower shall notNo Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, make or own any investments Investment in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectivelyincluding without limitation any Joint Venture, “Permitted Investments”):except: (a) Investments in Cash and Cash Equivalents; (b) Hedging Arrangements permitted under Section 6.12Investments owned or committed (pursuant to binding commitments) to be made as of the Closing Date (other than the TRS Facility) and Investments made after the Closing Date (other than the TRS Facility) in connection with Ordinary Course of Business in any Credit Party or other subsidiary of Company; (c) investments by the Borrower or any of its Subsidiaries Investments (i) in any Subsidiary Securities or other assets received in compromise, satisfaction or partial satisfaction of Portfolio Assets from financially troubled account debtors or in connection with other workout scenarios or the Borrowerexercise of remedies in connection with Portfolio Assets, and (ii) constituting deposits, prepayments and other credits to suppliers, in each case, in connection with Ordinary Course of Business; (d) investments by OpCo intercompany loans to the extent permitted under Section 6.1(c); (e) ordinary course loans and advances to employees of Company and its subsidiaries Restricted Subsidiaries consistent with past practice; (f) Investments made in connection with Permitted Acquisitions permitted pursuant to Section 6.8; (g) Investments consisting of guarantees permitted under Section 6.1; (h) Investments (other than, prior to a Company Lien Event, in the equity Company) made in connection with Ordinary Course of Business (provided such Investments are not made with Restricted Collateral); (i) Investments consisting of consideration other than Cash received in connection with asset sales or other dispositions permitted under Section 6.8; (j) (A) Investments related to Bank Activities and (B) other Investments in CIT Bank or in any Receivables Entityother Regulated Entity required by, pursuant to or necessary or prudent under the Bank Holding Company Act, the Federal Reserve Act or the Federal Deposit Insurance Act or any other applicable law or governmental requirement and any approval, waiver, consent, stipulation, agreement or commitment entered into in connection therewith or related thereto (provided such Investments are not made with Restricted Collateral); (k) other Investments made at a Permitted Receivables Financing time when no Default or Event of Default shall have occurred and be continuing in an aggregate amount not to exceed $75,000,000 100,000,000 at any one time outstandingtime, it being understood that losses, write-downs or write-offs related to Investments which are assigned a reduced balance for any reason shall not refresh availability under this Section 6.6(k); (el) investments received any Investment by Company or any Restricted Subsidiary of Company in connection with the bankruptcy or reorganization ofa Person which prior to making such Investment is a subsidiary of Company, or settlement of delinquent accounts and disputes with, customers and supplies, in each case in the ordinary course of business; (f) extensions of trade credit by the Borrower Group Members in the ordinary course of business; (g) investments made if as a result of the receipt such Investment (i) such Person becomes a direct or indirect Wholly-Owned Restricted Subsidiary of non‑cash consideration from dispositions in compliance Company or (ii) such Person is merged, consolidated or amalgamated with Section 6.01or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Company or a Wholly-Owned Restricted Subsidiary of Company; (hm) loans and advances made Investments represented by (i) Rate Management Transactions entered into in the ordinary course Ordinary Course of business Business and not for speculative purposes and (ii) the TRS Facility; (n) endorsements of negotiable instruments and documents in the Ordinary Course of Business; (o) Investments by a Guarantor in any Regulated Entity in the form of a loan or advance (including all renewals, refinancings or replacements thereof) having a maturity not to exceed 12 months from the Borrower’s original date of such loan or advance related to or in connection with a Platform Transfer that is evidenced by an intercompany note, secured by the assets financed by such loan or advance, provided, that the Collateral Agent shall have been granted a First Priority security interest in such intercompany note securing the Obligations in accordance with the Collateral Documents; (p) any acquisition of assets or Capital Stock solely in exchange for the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company; (q) any Investments received in compromise, resolution or full or partial satisfaction of (i) obligations of trade creditors or customers of the Company or any of its Subsidiaries’ employees , including pursuant to any workout, restructure, foreclosure, exercise of remedies, plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or (ii) litigation, arbitration or other disputes with Persons who are not Affiliates; (r) Investments in Regulated Entities that are subsidiaries of Company having an aggregate principal amount Fair Market Value not to exceed $3,000,000 at 400,000,000 in any time outstandingYearly Period; (is) Permitted Acquisitions by the Borrower Group Members; (j) additional investments by the Borrower Group Members so long as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) Investments made at a time when no Default or Event of Default has shall have occurred and is be continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test Periodan aggregate amount not to exceed $500,000,000 at any time; and (lt) (A) any Investment in Company or in a Restricted Subsidiary, other than an Investment by a Guarantor or a subsidiary of a Guarantor in (x) Company or (y) a subsidiary that is not a Guarantor or a subsidiary of a Guarantor and (B) any Investment in a subsidiary in respect of a Permitted Debt Refinancing and (C) any Investment in Company or a subsidiary in order to apply proceeds of Tranche 2 Term Loans to Permitted Tranche 2 Purposes specified in clause (g) of the extent constituting investmentsdefinition thereof. Anything in the foregoing notwithstanding, transactions permitted under Section 6.01except for Investments held by it therein on the Amendment Agreement Effective Date, Section 6.03in no event shall any Credit Party, Section 6.04 nor shall it permit any of its Restricted Subsidiaries to, directly or Section 6.06indirectly, make or own any Investment in (x) CIT Funding, (y) CIT (Australia) or (z) CIT China, other than Investments in CIT China not to exceed $15,000,000 at any time outstanding and an unsecured guaranty by the Company of up to RMB3,000,000,000 of Indebtedness and other obligations of CIT China.

Investments. The Borrower shall notNo Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, make or hold any investments in any equity or debt securities (issued by Persons Investment other than the Borrower) or make any loan or advance to any Person, other than following (collectively, the “Permitted Investments”): (a) Cash EquivalentsInvestments in the form of trade credit to customers of a Restricted Entity arising in the ordinary course of business and represented by accounts from such customers; (b) Hedging Arrangements permitted under Section 6.12Liquid Investments; (c) investments by Investments made prior to the Borrower or any of its Subsidiaries Effective Date as specified in any Subsidiary of the Borrowerattached Schedule 6.3; (d) investments Investments in any Foreign Restricted Subsidiary or any Unrestricted Subsidiary; provided that, (i) the aggregate amount of all such Investments permitted under this clause (d) does not exceed $25,000,000 (other than as a result of appreciation), and (ii) if any Restricted Payments made by OpCo and its subsidiaries Unrestricted Subsidiaries are included in the equity calculation of EBITDA of any Receivables period for any purpose under this Agreement, then no Investments may be made by any Restricted Entity in such applicable Unrestricted Subsidiary during such period (under this clause (d) or otherwise) unless the Borrower would otherwise be in compliance with the applicable covenant without taking into account such Restricted Payments from the Unrestricted Subsidiaries; (e) Investments by a Credit Party to any other Credit Party; (f) Investments in the form of Permitted Acquisitions; provided that, if such Permitted Acquisition involves a Subsidiary, such Acquisition otherwise complies with this Agreement, including Section 5.8 as to Wholly-Owned Domestic Restricted Subsidiaries and either (i) clause (d) above with respect to any Foreign Restricted Subsidiary or any Unrestricted Subsidiary or (ii) clause (n) below with respect to any Foreign Restricted Subsidiary; (g) creation of any additional Restricted Subsidiaries in compliance with Section 5.8; (h) creation of any Unrestricted Subsidiaries in compliance with Section 5.8; provided that, the initial capitalization thereof is permitted under clause (d) above; (i) loans or advances to directors, officers and employees of any Restricted Entity for expenses or other payments incident to such Person’s employment or association with any Restricted Entity; provided that the aggregate outstanding amount of such advances and loans shall not exceed $2,500,000; (j) [Reserved]; (k) Investments (including debt obligations and Equity Interests) and other assets received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement or delinquent obligations of, pursuant or other disputes with, customers and suppliers arising in the ordinary course of business or received upon the foreclosure with respect to any secured investment or other transfer of title with respect to any secured investment; (l) Investments in the form of mergers and consolidations of Restricted Entities in compliance with Section 6.7(a); provided that, if such Investments involves a Subsidiary, such Acquisitions otherwise complies with this Agreement, including Section 5.8 as to Restricted Subsidiaries and clause (d) above with respect to any Subsidiary that is not a Credit Party; (m) Capital Expenditures permitted under Section 6.20; (n) Investments in the form of Equity Interests, including the purchase or acquisition thereof and capital contributions in connection therewith, made by the Restricted Entities in or to Foreign Restricted Subsidiaries; provided that, (i) such Investments are made for general corporate purposes or to fund a Permitted Receivables Financing Acquisition, and (ii) the aggregate amount of such Investments permitted under this clause (n) shall not exceed $150,000,000 (other than as a result of appreciation); and (o) other Investments in an aggregate amount not to exceed $75,000,000 at any one time outstanding; 10,000,000 (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and supplies, in each case in the ordinary course of business; (f) extensions of trade credit by the Borrower Group Members in the ordinary course of business; (g) investments made other than as a result of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans and advances made in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; (i) Permitted Acquisitions by the Borrower Group Members; (j) additional investments by the Borrower Group Members so long as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(aappreciation), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test Period; and (l) to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06.

Investments. The Borrower shall will not, nor shall will it permit any of its Subsidiaries the Subsidiary Guarantors to, acquire, make or enter into, or hold, any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”):Investments except: (a) operating deposit accounts with banks; (b) Investments by the Borrower and the Subsidiary Guarantors in the Borrower and the Subsidiary Guarantors; (c) Hedging Agreements entered into in the ordinary course of the Borrower’s financial planning and not for speculative purposes; (d) Portfolio Investments by the Obligors to the extent such Portfolio Investments are permitted under the Investment Company Act and the Borrower’s Investment Policies as in effect as of the date such Portfolio Investments are acquired; (e) Investments in Financing Subsidiaries so long as, (i) after giving effect to such Investment, either (A) the amount by which the Borrowing Base exceeds the Covered Debt Amount immediately prior to such Investment is not diminished as a result of such Investment or (B) the Borrowing Base immediately after giving effect to such Investment is at least 110% of the Covered Debt Amount and (ii) the sum of (x) all Investments under this clause (e) that occur after the Commitment Termination Date and (y) all Investments under clause (f) below that occur after the Commitment Termination Date, shall not exceed (A) $10,000,000 in the aggregate or (B) so long as the ratio obtained by dividing the Borrowing Base by the Covered Debt Amount after giving effect to any Investment under this clause (e) (together with any related disposition under Section 6.03(e) and any mandatory prepayment under Section 2.10(d)(i)) is greater than or equal to the ratio obtained by dividing the Borrowing Base by the Covered Debt Amount (immediately prior to such Investment), $25,000,000 in the aggregate; (f) additional Investments up to but not exceeding $15,000,000 in the aggregate; provided that no Investments shall be permitted under this clause (f) following the Commitment Termination Date upon the sum of (x) all Investments under this clause (f) that occur after the Commitment Termination Date and (y) all Investments under clause (e) above that occur after the Commitment Termination Date, equaling or exceeding $10,000,000 in the aggregate; (g) Investments in Cash and Cash Equivalents; (b) Hedging Arrangements permitted under Section 6.12; (c) investments by the Borrower or any of its Subsidiaries in any Subsidiary of the Borrower; (d) investments by OpCo and its subsidiaries in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstanding; (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and supplies, in each case in the ordinary course of business; (f) extensions of trade credit by the Borrower Group Members in the ordinary course of business; (g) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans and advances made in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstandingInvestments described on Schedule 3.12(b); (i) Permitted Acquisitions by the Borrower Group Members[Reserved]; (j) additional investments by Investments in the Borrower Group Members so long as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal year;form of Guarantees permitted pursuant to Section 6.01; and (k) additional investments so long Joint Venture Investments to the extent that such Joint Venture Investments are permitted under the Investment Company Act and the Borrower’s Investment Policies as both before and in effect as of the date such Joint Venture Investments are acquired; provided that no Obligor shall be permitted to make an Investment in a Joint Venture Investment that is a Non-Performing Joint Venture Investment under this Section 6.04 unless, after giving effect thereto to such Investment, the Covered Debt Amount does not exceed the Borrowing Base. For purposes of clause (if) no Default or Event of Default has occurred and is continuing under Article VII(a)this Section, Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and the aggregate amount of an Investment at any time shall be deemed to be equal to (iiA) the Borrower would be in compliance aggregate amount of cash, together with the financial covenant aggregate fair market value of property, loaned, advanced, contributed, transferred or otherwise invested that gives rise to such Investment minus (B) the aggregate amount of dividends, distributions or other payments received in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day cash in respect of such Test PeriodInvestment; and (l) provided that in no event shall the aggregate amount of such Investment be deemed to be less than zero; the extent constituting investmentsamount of an Investment shall not in any event be reduced by reason of any write-off of such Investment nor increased by any increase in the amount of earnings retained in the Person in which such Investment is made that have not been dividended, transactions permitted under Section 6.01, Section 6.03, Section 6.04 distributed or Section 6.06.otherwise paid out. 112 Revolving Credit Agreement

Investments. The Borrower shall notMake, nor shall it permit hold or suffer to remain outstanding any Investments, or agree, become or remain liable to do any of its Subsidiaries tothe foregoing, make any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”):except: (a) Cash Equivalents; (b) Hedging Arrangements permitted under Section 6.12; (c) investments by the Borrower or any of its Subsidiaries in any Subsidiary of the Borrower; (d) investments by OpCo trade credit extended on usual and its subsidiaries in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstanding; (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and supplies, in each case customary terms in the ordinary course of business; (f) extensions of trade credit by the Borrower Group Members in the ordinary course of business; (g) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (hb) loans and advances made to officers and directors of the Parent or any of its Subsidiaries (or employees thereof provided such loans and advances are approved by an officer of such Person) for travel, entertainment and relocation expenses in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate outstanding principal amount not to exceed $3,000,000 5,000,000 at any time outstandingone time; (ic) Permitted Acquisitions by the Borrower Group Members; (j) additional investments by the Borrower Group Members so long as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default Investments in the form of cash or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) Permitted Investments; and (ii) Investments existing as of the Borrower Closing Date and set forth on Schedule 7.03; (d) Investments (i) in any Subsidiary existing as of the Closing Date, (ii) in any Person that is a Loan Party prior to giving effect to such Investment, and (iii) by any Subsidiary that is not a Loan Party in any other Subsidiary that is not a Loan Party; (e) Investments by any Loan Party in any joint venture or any Subsidiary that is not a Loan Party; provided, that, (i) in no event shall any Loan Party become liable, or agree to become liable, for any liabilities of any joint venture beyond the sum of such Loan Party’s Investment in such joint venture, (ii) no Default shall have occurred and be continuing at the time of such Investment or would result therefrom, and (iii) upon giving Pro Forma Effect to such Investment, the Loan Parties would be in compliance with the financial covenant covenants set forth in Section 5.12(a) on a Pro Forma Basis 7.11 as of the relevant Test Period as though most recent fiscal quarter end for which the Loan Parties were required to deliver financial statements pursuant to Section 6.01(a) or (b); (f) (i) Permitted Acquisitions; and (ii) the Pineland Farms Acquisition; (g) Guarantees (i) permitted by Section 7.02 (other than by reference to this Section 7.03 (or any clause hereof)), and (ii) under any Permitted Guaranty; (h) Investments intended to fund deferred compensation liabilities; provided, that, such investments had been consummated as Investments are made pursuant to The Xxx Xxxxx Amended and Restated Grantor Trust Agreement, dated April 4, 2011, or any additional or successor agreements, plans or policies, and continue at all times to be assets of the first day Parent or one of such Test Periodits Subsidiaries subject to the claims of its general creditors; and (li) other Investments (other than Acquisitions) not permitted by any of the foregoing clauses of this Section 7.03 in an aggregate amount not to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06exceed $15,000,000 at any one time outstanding.

Investments. The Borrower shall will not, nor shall it will the Borrower permit any of its Subsidiaries Restricted Subsidiary to, make any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any PersonInvestments, other than (collectively, “Permitted Investments”):except: (a) Investments in cash and Cash EquivalentsEquivalents and assets that were Cash Equivalents when such Investment was made; (b) Hedging Arrangements permitted under Section 6.12(i) the Transactions or Investments otherwise made in accordance with and as contemplated by the Recapitalization Agreement, (ii) Permitted Acquisitions and (iii) Investments by any Loan Party in any Restricted Subsidiary the net cash proceeds of which are used to consummate a Permitted Acquisition; (c) investments (i) Investments existing on the Closing Date and listed on Schedule 6.04 hereto and (ii) Investments consisting of any modification, replacement, renewal, reinvestment or extension of any such Investment; provided that the amount of any Investment permitted pursuant to this Section 6.04(c) is not increased from the original amount of such Investment on the Closing Date (determined without reducing such amount to reflect to any Return received on such Investment from and after the Closing Date) except pursuant to the terms of such Investment (including in respect of any unused commitment), plus any accrued but unpaid interest (including any portion thereof which is payable in kind in accordance with the terms of such modified, extended, renewed or replaced Investment) and premium payable by the terms of such Indebtedness thereon and fees and expenses associated therewith as of the Closing Date or as otherwise permitted by this Section 6.04; (d) Investments (i) between and among any of the Restricted Subsidiaries that are non-Loan Parties, (ii) between and among the Loan Parties (other than Investments in Holdings (excluding any Investment made by a Loan Party in Holdings that could have been made as a Restricted Payment to Holdings pursuant to any clause or clauses of Section 6.06, and provided that any such Investment reduce the amounts available under the respective clause or clauses in Section 6.06 in reliance on which such Restricted Payments could have been made by an amount equal to the amount of any such Investment)), (iii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided, that to the extent that any such Investments under this clause (d)(iii) constitute loans or advances made to any Loan Party, such loans or advances shall be subordinated to the Obligations on terms which prohibit the repayment thereof after the occurrence of an Event of Default pursuant to Section 7.01(h) or (i) or the acceleration of the Obligations pursuant to Section 7.01 after the occurrence of any other Event of Default and (iv) by a non-Loan Party in a Loan Party; (e) Investments made by any Restricted Subsidiary in any Joint Venture or any Unrestricted Subsidiary in an aggregate amount of such Investments made after the Closing Date pursuant to this clause (e) by (x) Loan Parties and Restricted Subsidiaries in Joint Ventures and (y) any Restricted Subsidiary in Unrestricted Subsidiaries shall not collectively exceed the greater of (A) $45,000,000 and (B) 45.0% of LTM EBITDA calculated on a Pro Forma Basis as of the Applicable Date of Determination after giving effect computed on a Pro Forma Basis to each proposed Investment (it being understood that for purposes of calculating amounts outstanding pursuant to this clause (e), such amount shall be calculated on a net basis (without duplication of the reduction of the amount of any such Investment in respect of Returns on such Investment pursuant to the definition of “Investment”) giving effect to all Investments (I) in the Loan Parties by and Returns to the Loan Parties from Restricted Subsidiaries that are not Loan Parties and (II) in the Loan Parties by Joint Ventures and Unrestricted Subsidiaries); (f) Investments made by any Restricted Subsidiary that is not a Loan Party in any Restricted Subsidiary; provided that to the extent that any such Investments constitute loans or advances made to any Loan Party, such loans or advances shall be subordinated to the Obligations on terms which prohibit the repayment thereof after the occurrence of an Event of Default pursuant to Section 7.01(h) or (i) or the acceleration of the Obligations pursuant to Section 7.01 after the occurrence of any other Event of Default; (g) (A) non-cash loans or advances to employees, partners, officers and directors of Holdings, the Borrower or any Subsidiary in connection with such Person’s purchase of Equity Interests of a Holding Company or any Parent Entity (or Public Company after the consummation of an IPO) and (B) promissory notes received from stockholders of any Holding Company or any of its Subsidiaries in any Subsidiary connection with the exercise of stock options in respect of the BorrowerEquity Interests of a Holding Company or any Parent Entity; (dh) investments by OpCo and its subsidiaries in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstanding; (e) investments Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliessuppliers, or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (i) Investments in each case respect of Swap Agreements, Cash Management Agreements and Cash Management Services not entered into for speculative purposes; (j) Investments of any Person existing at the time such Person becomes a Restricted Subsidiary or consolidates, amalgamates or merges with any Holding Company, the Borrower or any Restricted Subsidiary (including in connection with an Acquisition or other Investment permitted hereunder); provided that such Investment was not made in contemplation of such Person becoming a Restricted Subsidiary or such consolidation or merger; (k) Investments resulting from pledges or deposits described in clause (c) or (d) of the definition of the term “Permitted Encumbrance”; (l) Investments received in connection with the disposition of any asset in accordance with and to the extent permitted by Section 6.05 (other than Section 6.05(d)); (m) receivables or other trade payables owing to any Holding Company (other than Holdings) or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as such Holding Company, the Borrower or such Restricted Subsidiary deems reasonable under the circumstances; (n) Investments resulting from Liens permitted under Section 6.02; (o) Investments in deposit accounts and securities accounts opened in the ordinary course of business; (fp) extensions Investments in connection with Intercompany License Agreements; (q) other Investments (including those of trade credit the type otherwise described herein) made after the Closing Date in an aggregate amount at any time outstanding not to exceed the sum of (A) the greater of (x) $45,000,000 and (y) 45.0% of LTM EBITDA calculated on a Pro Forma Basis as of the Applicable Date of Determination after giving effect thereto computed on a Pro Forma Basis to each such proposed Investment pursuant to this clause (q) plus (B) unused amounts under Section 6.06(a)(xiv)(A) and Section 6.06(b)(vi)(A) reallocated to this clause (q); (r) Investments consisting of xxxx xxxxxxx money deposits in connection with a Permitted Acquisition or other Investment permitted hereunder; (s) Investments solely to the extent such Investments reflect an increase in the value of Investments otherwise permitted under this Section 6.04; (t) the acquisition of additional Equity Interests of Restricted Subsidiaries from minority shareholders (it being understood that to the extent that any Restricted Subsidiary that is not a Loan Party is acquiring Equity Interests from minority shareholders then this clause (t) shall not in and of itself create, or increase the capacity under, any basket for Investments by the Borrower Group Members Loan Parties in any Restricted Subsidiary that is not a Loan Party); (u) Investments consisting of endorsements for collection or deposit in the ordinary course of business; (ga) investments made Investments in any Receivables Facility or any Securitization Subsidiary in order to effectuate a Qualified Securitization Financing, including the ownership of Equity Interests in such Securitization Subsidiary and (b) distributions or payments of Securitization Fees and purchases of Securitization Assets or Receivables Assets pursuant to a Securitization Repurchase Obligation in connection with a Qualified Securitization Financing or a Receivables Facility; (w) Investments in Equity Interests in any Subsidiary resulting from any sale, transfer or other disposition by any Holding Company, the Borrower or any Subsidiary permitted by Section 6.05, including as a result of the receipt any contribution from any parent or distribution to any Subsidiary of non‑cash consideration from dispositions such Equity Interests; provided that any Investments by any Loan Party in compliance with a Restricted Subsidiary that is not a Loan Party shall be made as otherwise permitted by this Section 6.016.04; (hx) contributions to a “rabbi” trust for the benefit of employees or any other grantor trust subject to claims of creditors in the case of a bankruptcy of a Loan Party; (y) loans or advances to officers, partners, directors, consultants and advances made employees of any Holding Company, the Borrower or any Restricted Subsidiary for (A) relocation, entertainment, travel expenses, drawing accounts and similar expenditures and (B) for other purposes in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed the greater of (x) $3,000,000 at any time outstanding; (i) Permitted Acquisitions by the Borrower Group Members; (j) additional investments by the Borrower Group Members so long as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) 5,000,000 and (iiy) the Borrower would be in compliance with the financial covenant in Section 5.12(a) 5.0% of LTM EBITDA calculated on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as Applicable Date of Determination at any time outstanding; (z) other Investments (including those of the first day type otherwise referred to herein) in an aggregate amount not to exceed (i) the Available Amount so long as no Event of Default pursuant to Section 7.01(a), (b), (h) or (i) has occurred and is continuing or would result from the making of such Test Period; andInvestment and (ii) the Available Excluded Contribution Amount; (laa) Investments consisting of or resulting from Indebtedness, Liens, fundamental changes, repayments, redemptions, repurchases, prepayments, retirements, cancellations and dispositions permitted under Section 6.01 (other than Section 6.01(b) and (c)), Section 6.02, Section 6.03 (other than Section 6.03(a)(iv) and (b)(viii)), Section 6.05 (other than Section 6.05(b)) and Section 6.06 (other than Section 6.06(a)(viii)), respectively; (bb) Loans repurchased by a Holding Company, the Borrower or a Restricted Subsidiary pursuant to and in accordance with Section 2.11(i) or Section 9.04, so long as such Loans are immediately cancelled; (cc) cash or property distributed from any Restricted Subsidiary that is not a Loan Party (i) may be contributed to other Restricted Subsidiaries that are not Loan Parties, and (ii) may pass through the Borrower, any Holding Company and/or any intermediate Restricted Subsidiaries, so long as part of a series of related transactions and such transaction steps are not unreasonably delayed and are otherwise permitted hereunder; (dd) Investments to the extent that payment for such Investments is made with (A) any capital contributions made in cash by any Person other than a Restricted Subsidiary to Holdings after the Closing Date (other than any Cure Amount) to the extent constituting investmentsNot Otherwise Applied; and (B) any Net Proceeds of any issuance of Qualified Equity Interests after the Closing Date of Holdings (other than any Cure Amount) to any Person other than a Restricted Subsidiary to the extent such Net Proceeds are Not Otherwise Applied, and to the extent, in each case, such contributions and Net Proceeds have been contributed to the Qualified Equity Interests of the Borrower or any other Loan Party (other than Holdings); (ee) Guarantee obligations of any Holding Company, the Borrower or any Restricted Subsidiary in respect of letters of support, guarantees or similar obligations issued, made or incurred for the benefit of any Restricted Subsidiary to the extent required by law or in connection with any statutory filing or the delivery of audit opinions performed in jurisdictions other than within the United States; (ff) (i) reorganizations and other activities related to tax planning and reorganization; provided that, in the good-faith judgment of the Borrowers and Administrative Agent, after giving effect to any such reorganizations and activities, there is no material adverse impact on the value of the (A) Collateral granted to the Collateral Agent for the benefit of the Secured Parties or (B) Guarantees of the Obligations pursuant to the Guaranty and (ii) transactions permitted under Section 6.01undertaken in connection with, Section 6.03and reasonably related to, Section 6.04 or Section 6.06.the consummation of an IPO; (gg) asset purchases (including purchases of inventory, supplies and materials) in the ordinary course of business;

Investments. The Borrower shall notMake any Investments, nor shall it permit any of its Subsidiaries to, make any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”):except: (a) Cash EquivalentsInvestments existing on the Closing Date and listed on Schedule 7.02; (b) Hedging Arrangements permitted under Section 6.12Investments held by Parent or such Subsidiary in the form of cash equivalents or short-term marketable debt securities; (c) investments by the Borrower or any advances to officers, directors and employees of Parent and its Subsidiaries in any Subsidiary of the BorrowerSubsidiaries, for travel, entertainment, relocation and analogous ordinary business purposes; (d) investments by OpCo Investments of any Loan Party in (i) any wholly-owned Subsidiary of Parent which is a Guarantor, and its subsidiaries (ii) any other wholly-owned Subsidiary of Parent, not to exceed, in the equity case of this clause (ii), (for the avoidance of doubt, in addition to existing Investments permitted by Section 7.02(a), but without duplication with Section 7.03(e)), Two Hundred Million Dollars ($200,000,000) in the aggregate at any time; and Investments of any Receivables Entity, pursuant to a Permitted Receivables Financing wholly-owned Subsidiary in an aggregate amount not to exceed $75,000,000 at any one time outstandingParent or in another wholly-owned Subsidiary of Parent; (e) investments received Investments consisting of extensions of credit in connection with the bankruptcy nature of accounts receivable or reorganization of, or settlement notes receivable arising from the grant of delinquent accounts and disputes with, customers and supplies, in each case trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (f) extensions Investments consisting of trade credit intercompany loans or Guarantees, in each case, permitted by the Borrower Group Members in the ordinary course of businessSection 7.03; (g) investments made as a result Investments in connection with Permitted Acquisitions and Permitted Share Repurchases, in each case subject to the terms and conditions of the receipt of non‑cash consideration from dispositions in compliance with Section 6.017.06; (h) loans and advances made Investments received in connection with the ordinary course settlement of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstandinga bona fide dispute with another Person; (i) any Permitted Acquisitions by the Borrower Group Members;Stock Repurchase; and (j) additional Investments (including, but not limited to, investments by the Borrower Group Members so long as in joint ventures and minority interest investments) up to but not exceeding (i) One Hundred Eighty Million Dollars ($180,000,000) in the aggregate for the fiscal year of Parent ending June 30, 2018; provided that if the amount investedof Investments incurred under this clause (j)(i) on or after the Closing Date and on or prior to June 30, loaned or advanced 2018 does not exceed One Hundred Million Dollars ($10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a100,000,000), Article VII(bthen any unused amounts in such period (not exceeding Eighty Million Dollars ($80,000,000), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) shall be carried over to the immediately succeeding fiscal year of Parent and (ii) One Hundred Million Dollars ($100,000,000) in the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test Period; and (l) to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06aggregate for each fiscal year thereafter.

Investments. The Borrower shall Loan Parties will not, nor shall it and will not permit any of its their Subsidiaries to, directly or indirectly, at any time make or hold any investments Investment in any equity Person (whether in cash, securities or debt securities (issued by Persons other than property of any kind) except the Borrower) or make any loan or advance to any Person, other than following (collectively, the “Permitted Investments”): (ai) Cash EquivalentsInvestments existing on, or contractually committed as of, the date hereof and set forth on Schedule 8.11; (ii) (a) Investments in cash and Cash Equivalents and (b) Hedging Arrangements Investments permitted under Section 6.12by Borrowers’ investment policy, as amended from time to time, provided that such investment policy (and any such amendment thereto) has been approved by Agent; (ciii) investments Guarantees by the Borrowers and their Subsidiaries constituting Indebtedness permitted by Section 8.1; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is guaranteed by any Loan Party shall be subject to the limitation set forth in clause (iv) of this Section; (iv) Investments made by the Borrowers in or to any Subsidiary and by any Subsidiary to any Borrower or in or to another Subsidiary; provided that the aggregate amount of such Investments by the Loan Parties in or to, and guarantees by the Loan Parties of Indebtedness of, any Subsidiary that is not a Loan Party (for the avoidance of doubt, not including any such Investments and guarantees existing on the Closing Date) (A) shall not exceed $25,000,000 at any time outstanding and (B) at the time such Investment is made, the Payment Conditions are satisfied; (v) loans or advances to employees, officers or directors of the Borrowers or any of its their Subsidiaries in any Subsidiary the ordinary course of business for travel, relocation and related expenses; provided that the Borrower; (d) investments by OpCo and its subsidiaries in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount of all such loans and advances does not to exceed $75,000,000 1,000,000 at any one time outstanding; (evi) investments Permitted Hedging Agreements and Bank Product Obligations; (vii) Permitted Acquisitions and Investments of any Entity acquired in connection with a Permitted Acquisition that was in existence at the time such Person becomes a Subsidiary; provided that such Investments were not made in connection with or in anticipation of such Permitted Acquisition; (viii) 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 or upon the foreclosure with respect to any secured Investment; (ix) promissory notes and other non-cash consideration that is permitted to be received in connection with dispositions permitted by Section 8.5; (x) Guarantees by the Borrowers or any of their Subsidiaries of leases (other than Capitalized Lease Obligations) or of other obligations of any Person that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (xi) Investments acquired as a result of a foreclosure by the Borrowers or any Subsidiary with respect to any secured Investments or other transfer of title with respect to any secured Investment in default; (xii) Investments resulting from pledges and deposits that are Permitted Liens; (xiii) Investments consisting of the redemption, purchase, repurchase or retirement of any Equity Interests permitted under Section 8.10; (xiv) Investments in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers; (xv) 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 Borrowers and their Subsidiaries; (xvi) purchases or acquisitions of inventory, supplies, materials and equipment or purchases or acquisitions of contract rights or intellectual property in each case in the ordinary course of business; (fxvii) extensions Investments consisting of trade credit by the Borrower Group Members in the ordinary course licensing of businessIntellectual Property pursuant to any Intercompany License Agreement; (gxviii) investments made Investments between and/or among the Loan Parties and their Subsidiaries comprised of intercompany obligations under (a) that certain Cost Sharing Agreement effective as of June 1, 2016, by and between the Borrower Agent and The Trade Desk Cayman (including any amendment of such agreement pursuant to which the rights and obligations of The Trade Desk Cayman are assigned to The UK Trade Desk Ltd.), (b) that certain Management Services Agreement dated as of September 1, 2016, between the Borrower Agent and The UK Trade Desk Ltd., (c) that certain Expense Reimbursement Agreement effective as of September 1, 2016, by and between Borrower Agent and The UK Trade Desk Ltd., and (d) other cost-sharing arrangements, expense reimbursement agreements, master services agreements or other types of agreements in form and substance reasonably acceptable to the Agent; provided that, in all cases, (1) no such Investment shall involve, directly or indirectly, any cash payment by any Loan Party to, or on behalf of , any Subsidiary that is not a result Loan Party, (2) to the extent constituting Indebtedness, such Investment shall be subject to an Intercompany Subordination Agreement, (3) any such Investment in the form of an intercompany loan or receivable owing by a Subsidiary of a Loan Party that is not a Loan Party in favor of any Loan Party shall be evidenced by a promissory note that has been pledged to Agent in accordance with the receipt terms of non‑cash consideration from dispositions in compliance with Section 6.01; this Agreement, and (h4) loans and advances to the extent that such Investment involves, directly or indirectly, the funding of any costs or expenses, or the making of any other payments, by a Loan Party for the benefit of any Subsidiary that is not a Loan Party, such funding or other payment shall be made in the ordinary course of business and consistent with the past practices of the Loan Parties and their Subsidiaries as disclosed to Agent prior to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; (i) Permitted Acquisitions Closing Date; provided further, that such Investments by the Borrower Group Members; (j) additional investments by the Borrower Group Members Loan Parties in Subsidiaries that are not Loan Parties shall only be permitted to be made so long as the aggregate amount investedgross revenue attributable to non-Loan Party Subsidiaries, loaned or advanced during the fiscal quarter most recently ended for which Financial Statements are required to have been delivered pursuant to Section 7.11 of this Agreement, does not exceed $10,000,000 in any fiscal year;30% of the aggregate gross revenue of the Loan Parties and their Subsidiaries, on a consolidated basis, for such period; and (kxix) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) then exists or Article VII(l) and (ii) the Borrower would be in compliance caused thereby, any other Investments; provided that the Borrowers shall have provided the Agent with calculations demonstrating that the financial covenant in Section 5.12(a) Total Leverage Ratio of the Loan Parties and their Subsidiaries is no greater than 3.00 to 1.00 on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test Period; and (l) to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06Basis.

Investments. The Borrower shall notMake any Investments, nor shall it permit any of its Subsidiaries to, make any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”):except: (a) Investments held by the Company or such Restricted Subsidiary in the form of Cash Equivalents; (b) Hedging Arrangements permitted under Section 6.12; (c) investments by the Borrower or any of its Subsidiaries in any Subsidiary advances to officers, directors and employees of the Borrower; (d) investments by OpCo Company and its subsidiaries in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing Subsidiaries in an aggregate amount not to exceed $75,000,000 5,000,000 at any one time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (c) Investments in the Company or any Loan Party; provided that in the case of any such Investment by a Restricted Subsidiary that is not a Loan Party in a Loan Party, (i) such Investment shall be subordinated to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Investment shall not be repaid unless no Event of Default exists; (d) Investments of any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party; (e) investments 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; (f) Guarantees permitted by Section 7.03; (g) Permitted Acquisitions; (h) Investments of any Person in existence at the time such Person becomes a Subsidiary pursuant to a Permitted Acquisition; provided such Investment was not made in connection with or anticipation of such Person becoming a Subsidiary; (i) to the bankruptcy or reorganization ofextent constituting Investments, or settlement deposit accounts maintained in the ordinary course of delinquent accounts business and disputes with, customers and supplies, in each case cash pooling arrangements in the ordinary course of business; (fj) extensions Investments of trade credit the Company or any Restricted Subsidiary in any Special Purpose Subsidiary in connection with any Permitted Securitization Transaction, provided that such Investments are customary in Securitization Transactions; (k) to the extent constituting Investments, Restricted Payments permitted under Section 7.06; (l) Investments existing on, or contractually committed to as of, the Fifth Amendment Effective Date and described in Schedule 7.02 or consisting of intercompany Investments between or among the Company and its Subsidiaries outstanding on the Fifth Amendment Effective Date and any modification, replacement, renewal or extension thereof so long as such modification, renewal or extension thereof does not increase the amount of such Investment except, in the case of any such Investment described on Schedule 7.02, by the Borrower Group Members terms thereof as in effect on the Fifth Amendment Effective Date and described on Schedule 7.02 or as otherwise permitted by this Section 7.02; (m) Swap Contracts permitted under Section 7.03(d). (n) Investments (including debt obligations and Equity Interests) (i) received by the Company or any of its Subsidiaries as a creditor pursuant to a bankruptcy, insolvency, receivership or plan of reorganization under any Debtor Relief Law of any Person or a composition or readjustment of the debts of such Person, (ii) in settlement of a dispute or delinquent account, (iii) upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment and/or (iv) as a result of the settlement, compromise, resolution of litigation, arbitration or other disputes; CHAR1\1976173v4 (o) Investments consisting of (i) deposits or prepaid expenses or (ii) endorsements for collection or deposit and customary trade arrangements, in each case made or incurred in the ordinary course of business; (gp) investments made any Investment received as a result of the receipt of non‑cash non-cash consideration from dispositions in compliance with any Disposition permitted by Section 6.017.05; (hq) loans and advances made Investments comprised of notes payable, or Equity Interests issued by account debtors to the Company or any Restricted Subsidiary pursuant to negotiated agreements with respect to settlement of such account debtor’s account in the ordinary course of business business; (r) Investments by a Loan Party and/or any Subsidiary that is not a Loan Party in any Restricted Subsidiary which is not a Loan Party consisting of (i) the contribution or Disposition of the Equity Interests of any Restricted Subsidiary which is not a Loan Party or (ii) any non-cash Investments arising as a result of any in-kind settlement transaction (including but not limited to loans made or deemed made in the course of settling the distribution of any Restricted Payment) entered into by and among a Loan Party and/or any Subsidiary that is not a Loan Party, on the one hand, and any Restricted Subsidiary which is organized or formed under the Laws of the Kingdom of Thailand, on the other hand; (s) Investments consisting of Indebtedness to the Borrower’s extent permitted under Section 7.03 (other than clause (g) thereof), Permitted Liens, transactions to the extent permitted by Section 7.04, and Restricted Payments and Junior Payments to the extent permitted by Section 7.06; (t) Investments in any Subsidiary in connection with reorganizations and activities related to tax planning; provided that after giving effect to any such reorganization and related activities, the security interest of the Administrative Agent in the Collateral, taken as a whole, is not materially impaired and after giving effect to such Investment, the Company and its Subsidiaries shall otherwise be in compliance with Section 7.02; (u) Investments comprised of notes owing to any Loan Party or any wholly owned Subsidiary in connection with the Disposition of its Subsidiaries’ employees the Toronto Property; and (v) other Investments in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; outstanding the sum of (i) Permitted Acquisitions by the Borrower Group Members; greater of (jx) additional investments by $200,000,000 and (y) 5.0% of Consolidated Total Assets (determined as of the Borrower Group Members so long as date of the aggregate making of such Investment) plus (ii) an unlimited amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) to such Investment on a Pro Forma Basis as Basis, the Consolidated Secured Leverage Ratio shall be less than 2.75:1.00 (for purposes of clarity, the amount of any Investment made in reliance on the immediately preceding clause (ii) and permitted thereunder at such time shall not be included in any calculation of the relevant Test Period as though such investments had been consummated as amount available in the immediately preceding clause (i)). For purposes of covenant compliance, the first day amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Test Period; and (l) to the extent constituting investmentsInvestment, transactions permitted under Section 6.01but in each case, Section 6.03net of any return in respect thereof, Section 6.04 or Section 6.06including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts.

Investments. The Borrower Company shall not, nor and shall it not permit any of its Subsidiaries toto make or hold any Investments, make any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”):except: (a) Cash EquivalentsPermitted Investments; (b) Hedging Arrangements (i) Investments by the Company and its Subsidiaries outstanding on the Closing Date and listed on Schedule 8.02 hereto and any modification or replacement thereof not involving an increase in the aggregate amount of such Investments as of the Closing Date (it being understood that if the amount of any Investment is increased in connection with any modification or replacement, the amount outstanding on the Closing Date shall be permitted under this clause (b)(i) and the increased amount shall be permitted if permitted under another clause or sub-clause of this Section 6.128.02), (ii) additional Investments by the Company and its Subsidiaries to the extent a Restricted Payment in the same amount would be permitted pursuant to Section 8.03 and, if permitted under clause (vii) of Section 8.03, the available amount is reduced by the unreturned amount of such Investment and (iii) Investments by Subsidiaries that are not Loan Parties; (c) investments by the Borrower or any Investments in current assets, including extensions of its Subsidiaries in any Subsidiary of the Borrower; (d) investments by OpCo and its subsidiaries credit in the equity nature of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstanding; (e) investments accounts receivable or notes receivable and Investments received in connection with the bankruptcy satisfaction or reorganization of, or settlement of delinquent accounts and disputes with, customers and supplies, in each case partial satisfaction thereof from financially troubled account debtors in the ordinary course of business; (fd) extensions of trade credit Guarantees permitted by the Borrower Group Members in the ordinary course of businessSection 8.01; (ge) investments made as a result the purchase or other acquisition of all of the receipt Equity Interests in any Person or a business unit or all or a substantial part of non‑cash consideration from dispositions in compliance the business of any Person if upon the consummation thereof such Person or assets will be a Wholly Owned Subsidiary; provided that, with respect to each purchase or other acquisition made pursuant to this Section 6.01; 8.02(e) (h) loans and advances made in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstanding;each a “Permitted Acquisition”): (i) Permitted Acquisitions by any such newly-created or acquired Subsidiary shall comply with the Borrower Group Membersapplicable requirements of Section 7.08; (jii) additional investments the lines of business of the Person to be (or the property of which is to be) so purchased or otherwise acquired shall be (A) the businesses engaged in by the Borrower Group Members so long as Company and its Subsidiaries on the aggregate amount investeddate hereof, loaned (B) the businesses of media, business services or advanced does not exceed $10,000,000 business outsourcing and (C) any business or activities substantially similar or related thereto (which shall include other businesses related to the handling and/or distribution of data used or processed in any fiscal yearthe businesses engaged in by the Company and its Subsidiaries on the date hereof); (kiii) additional investments so long as both (A) immediately before and immediately after giving pro forma effect thereto (i) to any such purchase or other acquisition, no Default or Event of Default has shall have occurred and is continuing under Article VII(a)be continuing, Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (iiB) immediately after giving effect to such purchase or other acquisition, the Borrower would Company and its Subsidiaries shall be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as with all of the relevant Test Period as though covenants set forth in Section 8.05; (iv) the Company shall have delivered to the Administrative Agent, no later than the Business Day prior to the date on which any such investments had been consummated as 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 first day requirements set forth in this clause (e) have been satisfied or will be satisfied on or prior to the consummation of such Test Periodpurchase or other acquisition; provided that such certificate shall not be required for any purchase or other acquisition involving cash consideration of less than $50,000,000; and (lv) the Company shall have delivered to the Administrative Agent, within 60 days following the date on which any such purchase or other acquisition is consummated, annual projections for the business acquired in the Permitted Acquisition for the period through the Maturity Date; provided that such annual projections shall only be required for any purchase or other acquisition involving cash consideration of more than $350,000,000. (f) Investments (i) by the Company in any Guarantor, (ii) by any Guarantor in the Company, (iii) by a Guarantor in another Guarantor, (iv) by a Subsidiary that is not a Loan Party in another Subsidiary (including a Loan Party) to the extent constituting investmentsany Debt of a Loan Party is subordinated to the Secured Obligations pursuant to a global intercompany note, transactions permitted and (v) not exceeding $200,000,000 in the aggregate at any time consisting of intercompany loans from the Company or a Guarantor to a Subsidiary that is not a Guarantor; provided, however, that any intercompany loans under Section 6.01this clause (f) shall be evidenced by promissory notes and any promissory note held by a Loan Party shall be pledged (and delivered) by such Loan Party as Collateral pursuant to the Security Agreement; (g) other Investments so long as the Borrower shall have, Section 6.03at the time any such Investment is made, Section 6.04 on a Pro Forma Basis after giving effect to such Investment and the use of proceeds thereof, a Leverage Ratio of 2.75 to 1.00 or Section 6.06less (it being understood that after an Investment is made in compliance with this clause (g), such Investment may be held without regard to whether the Leverage Ratio may be greater or less than 2.75 to 1.00 thereafter); and (h) other Investments not to exceed $150,000,000 in the aggregate at any time outstanding.

Investments. The Borrower shall Company will not, nor shall it and will not permit any of its Subsidiaries to, make purchase, make, incur, assume or permit to exist any investments Investment in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”):except: (a) Cash EquivalentsInvestments existing on the Closing Date and identified in Item 7.2.5(a) of the Disclosure Schedule; (b) Hedging Arrangements permitted under Section 6.12;Cash Equivalent Investments; Table of Contents (c) investments by the Borrower or any of its Subsidiaries in any Subsidiary of the Borrower; (d) investments by OpCo and its subsidiaries in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstanding; (e) investments Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliessuppliers, in each case in the ordinary course of business; (d) Investments consisting of any deferred portion of the sales price received by the Company or any Subsidiary in connection with any Disposition permitted under Section 7.2.8; (e) Investments (i) by the Company in any Subsidiaries or by any Subsidiary in other Subsidiaries or (ii) by any Subsidiary in the Company; (f) extensions Investments constituting (i) accounts receivable arising, (ii) trade debt granted, or (iii) deposits made in connection with the purchase price of trade credit by the Borrower Group Members goods or services, in each case in the ordinary course of business; (g) investments made as a result Investments by way of the receipt acquisition of non‑cash consideration from dispositions in compliance with Capital Securities constituting Permitted Acquisitions permitted by clause (b) of Section 6.01;7.2.7; and (h) loans and advances made in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees other Investments in an aggregate principal amount not to exceed $3,000,000 35,000,000 at any time outstanding;time, net of any cash returns of capital, cash dividends, cash distributions or cash proceeds, in each case, received in respect thereof, and taking into account the repayment of any loans or advances comprising such Investments; provided that: (i) Permitted Acquisitions by any Investment which when made complies with the Borrower Group Members;requirements of the definition of the term “Cash Equivalent Investment” may continue to be held notwithstanding that such Investment if made thereafter would not comply with such requirements; and (j) additional investments no Investment otherwise permitted by the Borrower Group Members so long as the aggregate amount invested, loaned clauses (g) or advanced does not exceed $10,000,000 in (h) shall be permitted to be made if any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test Period; and (l) to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06result therefrom.

Investments. The Parent and the Borrower shall will not, nor shall it and will not permit any of its Subsidiaries other Subsidiary to, make or hold any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any PersonInvestments, other than (collectively, “Permitted Investments”):except: (a) Cash EquivalentsInvestments held by the Parent and its Subsidiaries in the form of cash equivalents; (b) Hedging Arrangements permitted under Section 6.12advances to officers, directors and employees of the Parent and its Subsidiaries made in the ordinary course or business, consistent with past practice, and in compliance with Laws, for travel, entertainment, relocation and analogous ordinary business purposes; (c) investments Investments by the Borrower or any of Parent and its Subsidiaries in the Parent or other Subsidiaries (provided that if such Investments are in the form of Indebtedness owing by any Loan Party to any Subsidiary that is not a Loan Party, then any such Indebtedness in excess of $100,000,000 in the Borroweraggregate at any time outstanding shall be expressly subordinated to the Obligations); (d) investments by OpCo and its subsidiaries Investments consisting of extensions of credit in the equity nature of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstanding; (e) investments received in connection with accounts receivable or notes receivable arising from the bankruptcy or reorganization of, or settlement grant of delinquent accounts and disputes with, customers and supplies, in each case 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 7.01; and (f) extensions Investments (i) existing on the date hereof (other than those referred to in Section 7.03(c)) and set forth on Schedule 7.03, and (ii) in Gras Savoye & Cie, France, pursuant to “put” agreements and “call” agreements in place on the Closing Date (without any amendment or modification of trade credit by any such agreement that would increase the Borrower Group Members in required amount or price of such Investment or would otherwise be materially adverse to the ordinary course interests of businessthe Administrative Agent and the Lenders); (g) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; other Investments (hincluding Permitted Acquisitions) loans and advances made not exceeding $50,000,000 in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; (i) Permitted Acquisitions by the Borrower Group Members; (j) additional investments by the Borrower Group Members so long as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal year; (kyear of the Parent; provided that Investments under this Section 7.03(g) additional investments shall be permitted in an unlimited amount so long as as, both before and after giving effect thereto to any such Investment (i) no Default and any Indebtedness incurred or Event of Default has occurred and is continuing under Article VII(arepaid in connection therewith), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test Period; and (l) pro forma Consolidated Leverage Ratio is no greater than 2.50 to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.061.00.

Investments. The Borrower shall notMake or hold any Investments, nor shall it permit any of its Subsidiaries to, make any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”):except: (a) Investments held by the Borrower or such Subsidiary in the form of Cash Equivalents; (b) Hedging Arrangements permitted under Section 6.12Investments in existence on the Second Amendment Effective Date and listed on Schedule 5.08(e); (c) investments by so long as no Default exists before and after giving effect to any such Investment, Investments not constituting Acquisitions of the Borrower or any of its Subsidiaries in any Wholly-Owned Subsidiary of that is (i) a Guarantor and Loan Party and (ii) in existence on the BorrowerSecond Amendment Effective Date; (d) investments in addition to other Investments permitted by OpCo this Section 7.02, Investments in any other any other Person, so long as (i) no Default exists before and its subsidiaries after giving effect to any such Investment, (ii) such Person is engaged in a Permitted Line of Business, (iii) the equity aggregate amount of any Receivables Entitysuch Investment or series of related Investments shall not exceed $20,000,000, pursuant to a Permitted Receivables Financing in an and (iv) the aggregate amount of all such Investments made after the Second Amendment Effective Date through any date of determination shall not to exceed $75,000,000 at any one time outstanding50,000,000; (e) investments received Investments consisting of extensions of credit in connection with the bankruptcy nature of accounts receivable or reorganization of, or settlement notes receivable arising from the grant of delinquent accounts and disputes with, customers and supplies, in each case trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (f) extensions of trade credit Guarantees permitted by the Borrower Group Members in the ordinary course of business;Section 7.03; and (g) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans and advances made in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; (i) Permitted Acquisitions Investments by the Borrower Group Members; or any Subsidiary in any Person to the extent that such investments are deemed to be investments under GAAP due to the reinvestment by such Person of existing funds or earnings in such Person (j) additional investments and not new value contributed by the Borrower Group Members so long as or its Subsidiaries), provided that, if the aggregate amount investedBorrower or any Subsidiary of the Borrower makes any cash or other investment of value in such Person, loaned such cash or advanced does other investment of value shall not exceed $10,000,000 in any fiscal year;be permitted by this subsection (g). (kfff) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a)On the Second Amendment Effective Date, Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as 7.03 of the relevant Test Period Credit Agreement is hereby amended and restated in its entirety to read as though such investments had been consummated as of the first day of such Test Period; and (l) to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06.follows:

Investments. The Borrower shall notMake any Investments, nor shall it permit any of its Subsidiaries to, make any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”):except: (a) Cash EquivalentsInvestments held by the Borrower or such Subsidiary in the form of cash equivalents or short-term marketable securities; (b) Hedging Arrangements permitted under Section 6.12; (c) investments by advances to officers, directors and employees of the Borrower or any of its and Subsidiaries in any Subsidiary of the Borrower; (d) investments by OpCo and its subsidiaries in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 500,000 at any one time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (ec) investments received Investments of the Borrower in connection with any Guarantor and Investments of any Subsidiary in the bankruptcy Borrower or reorganization of, in another Subsidiary; (d) Investments- consisting of extensions of credit in the nature of accounts receivable or settlement notes receivable arising from the grant of delinquent accounts and disputes with, customers and supplies, in each case trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 8.03; (f) extensions of trade credit by the Borrower Group Members in the ordinary course of business; (g) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans and advances made in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; (i) Permitted Acquisitions by the Borrower Group Members; (j) additional investments by the Borrower Group Members so long as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as Distributorship Acquisition; provided that both before and after giving effect thereto to such acquisition (i) no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in shall have demonstrated pro forma_ compliance with the financial covenant covenants set forth in Section 5.12(a8.15 and with the Borrowing Base; (g) Investments in the form of acquisitions of all or substantially all of the business or a line of business (whether by the acquisition of capital stock, assets or any combination thereof) of any other Person; provided that (i) the entity to be acquired is a going concern, (ii) the entity to be acquired shall engage in a business or the assets to be acquired shall be used in a business described in Section 8.08, (iii) the Borrower shall have delivered to the Administrative Agent on or before the closing date of the acquisition a Pro Forma Basis description of the acquisition, (iv) the Borrower shall have certified on or before the closing date of the acquisition, in writing and in a form acceptable to the Administrative Agent and the Lenders, that the acquisition has been approved by the board of directors or equivalent governing body of the entity to be acquired, (v) no Default or Event of Default shall- have occurred and be continuing both before and after giving effect to the acquisition, (vi) the Borrower shall have complied with Section 7.15, (vii) the Borrower shall have delivered to the Administrative Agent a Compliance Certificate dated as of the relevant Test Period as though such investments had been consummated as closing date of the first day acquisition demonstrating, in form and substance reasonably satisfactory thereto, the pro forma compliance with each covenant contained in Section 8.16 and (viii) the Borrower shall have obtained the prior written consent of the Administrative Agent and the Required Lenders prior to the consummation of such Test Periodacquisition if (A) the aggregate purchase price of such acquisition or series of related acquisitions (including, without limitation, all cash payments, Indebtedness and other obligations assumed, earn out payments, seller financing, deferred payments or equity issued) exceeds $2,000,000 or (B) the aggregate purchase price of all acquisitions (including, without limitation, all cash payments, Indebtedness and other obligations assumed, earn out payments, seller financing, deferred payments or equity issued) consummated during the term of this Agreement (including, without limitation, such acquisition) exceeds $10,000,000; (h) Investments in Proposed Loan Parties or Wholly-Owned Subsidiaries of a Loan Party that join this Agreement and the other Loan Documents as a Borrower or become Guarantors on or prior to the date of such Investment; (i) Investments constituting capital expenditures permitted under this Agreement; (j) Investments in the R4 Technical Center; provided that any such Investments made during the term of this Agreement shall not exceed $1,000,000 in the aggregate; (k) Investments existing on the date hereof and listed on Schedule 8.02; (l) Investments in any Swap Contract permitted pursuant to Section 8.03(e); and (lm) to other Investments (other than the extent constituting investments, transactions permitted additional Investments in the R4 Technical Center which is exclusively provided for under Section 6.01, Section 6.03, Section 6.04 or Section 6.068.02(j)) not exceeding $1,000,000 in the aggregate in any Fiscal Year of the Borrower.

Investments. The Borrower shall Company will not, nor shall it permit and will not allow any of its Subsidiaries toto make or hold any Investments, make any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”):except: (a) Investments by the Company or a Subsidiary in cash and Cash Equivalents; (b) Hedging Arrangements permitted under Section 6.12Investments in the Company or any Subsidiary and the reclassification or conversion of any such Investments to debt or equity or any combination thereof; (c) investments by the Borrower or any of its Subsidiaries Investments in any Subsidiary joint venture so long as (i) on a Pro Forma Basis the Company is in compliance with the covenants set forth in Section 6.09 as of the Borrowerdate of the most recent balance sheet delivered pursuant to Section 5.01(a) or (b) and (ii) at the time of and immediately after giving effect to such Investment, no Default shall have occurred and be continuing; (d) investments Investments by OpCo and its subsidiaries in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstandingjoint venture; (e) investments Permitted Acquisitions; (i) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and (ii) Investments (including debt obligations and Equity Interests) received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business or received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or settlement of delinquent accounts and other disputes with, customers and suppliessuppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (i) Investments existing or contemplated on the Original Execution Date and, to the extent in each case excess of $10,000,000 individually or $25,000,000 in the aggregate, set forth on Schedule 6.05(g) hereto on the Original Execution Date and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the Restatement Effective Date by the Company or any Subsidiary in the Company or any other Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment or as otherwise permitted by this Section 6.05; (h) Investments in Swap Agreements permitted under Section 6.01(i); (i) Investments in the ordinary course of business in prepaid expenses, negotiable instruments held for collection and lease, utility and worker’s compensation, performance and other similar deposits provided to third parties; (j) Investments in the ordinary course of business consisting of endorsements for collection or deposit; (k) Investments in the ordinary course of business consisting of the licensing or contribution of intellectual property pursuant to development, marketing or manufacturing agreements or arrangements or similar agreements or arrangements with other Persons; (l) advances of payroll payments, fees or other compensation to officers, directors, consultants or employees, in the ordinary course of business; (fm) extensions Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of trade credit by the Borrower Group Members in the ordinary course of businessCompany; (gn) investments made so long as a result of no Default has occurred and is continuing, the receipt of non‑cash consideration from dispositions Company and its Subsidiaries may make Investments in compliance with Section 6.01an amount not to exceed the Available Amount; (ho) loans the Company and advances made its Subsidiaries may make other Investments so long as on a Pro Forma Basis, (i) no Default has occurred and is continuing and (ii) the Consolidated Net Leverage Ratio is no greater than 4.50 to 1.0 as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b); (p) customary Investments in connection with Permitted Receivables Facilities; (q) other Investments in an aggregate amount not to exceed $200,000,000; (r) the Company and its Subsidiaries may purchase inventory and other Property to be used or sold in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstandingand make capital expenditures; (is) Permitted Acquisitions by loans or advances to officers, directors, consultants and employees of the Borrower Group Membersand its Subsidiaries for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes and in connection with such Person’s purchase of Equity Interests of the Borrower; (jt) additional investments Investments held by a Subsidiary acquired after the Borrower Group Members so long as Original Closing Date or of a corporation merged into the aggregate amount invested, loaned Company or advanced does merged or consolidated with any Subsidiary after the Original Closing Date that were not exceed $10,000,000 made in any fiscal yearcontemplation of such acquisition or merger; (ku) additional investments so long as both before the Farm Credit Equities and after giving effect thereto any other stock or securities of, or Investments in, a Farm Credit Lender or its investment services or programs; (iv) no Default the transfer of Equity Interests or Event Investments in the nature of Default has occurred and is continuing under Article VII(a)Indebtedness of any Foreign Subsidiary, Article VII(b), Article VII(f), Article VII(g), Article VII(h) to the Company or Article VII(l) any Subsidiary of the Company; and (iiw) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test Period; and (l) to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06Acquisition.

Investments. The Borrower shall notMake any Investments, nor shall it permit any of its Subsidiaries to, make any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”):except: (a) Cash EquivalentsPermitted Investments; (b) Hedging Arrangements permitted under Section 6.12Investments by any Borrower or any Subsidiary existing as of the Closing Date; (c) investments by Investments of the Borrower or Borrowers in any consolidated Subsidiary of KKR Financial and Investments of any Subsidiary in any of its Subsidiaries the Borrowers or in any another Subsidiary of the Borrowerconsolidated with KKR Financial, subject to Section 7.15; (d) investments Guarantees of Letter of Credit Obligations permitted by OpCo and its subsidiaries in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstandingSection 7.03(h); (e) investments received Investments in connection with any Trust Preferred Financing Vehicle, including any Trust Preferred Financing Vehicle established after the bankruptcy date hereof, for the purpose of facilitating a Trust Preferred Securities Transaction; provided, that such Investment, vehicle and transaction do not involve the issuance of any debt, securities or reorganization ofother obligations that are not subordinated to the repayment of the Loans, or settlement of delinquent accounts and disputes with, customers and supplies, in each case including in the ordinary course event of businessa bankruptcy of any Borrower, Subsidiary or Affiliate; and provided, further, that such Investment, vehicle and transaction do not involve the issuance of any securities, debt or other obligations that have scheduled principal payments due thereon or mature earlier than five (5) years following the Maturity Date; (f) extensions Investments in any Financing SPE, including any Financing SPE established after the date hereof, for the purpose of trade credit by facilitating a Securitization, subject to Section 7.15; provided, that such Investment does not involve the Borrower Group Members issuance of any debt, securities or other obligations that are not subordinated to the repayment of the Loans, including in the ordinary course event of businessa bankruptcy of any Borrower, Subsidiary or Affiliate; (g) investments made as a result Investments in total rate of the receipt of non‑cash consideration from dispositions in compliance with return Swap Contracts and other Swap Contracts permitted under Section 6.01;7.03(e); and (h) loans and advances other Investments made by any Borrower or any Subsidiary in the ordinary course of business to the such Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; (i) Permitted Acquisitions by the Borrower Group Members; (j) additional investments by the Borrower Group Members so long as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before such Subsidiary’s business and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance consistent with the financial covenant description of business in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test Period; and (l) KKR Financial Form 10-K, subject to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06any other limitations and conditions set forth in this Agreement.

Investments. The Borrower shall notMake or hold any Investments, nor shall it permit any of its Subsidiaries to, make any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”):except: (a) Investments held by the Borrower and its Subsidiaries in the form of Cash Equivalents; (bi) Hedging Arrangements Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the Closing 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, including Investments by Hill N.V. and Gerens (each as defined in Section 7.03(l)) made by honoring the underlying obligations described in clauses (i), (ii) and (iii) of Section 7.03(l) and (iv) so long as (x) no Default has occurred and is continuing or would result from such Investment and (y) immediately before and immediately after giving effect to such Investment, Borrower shall have satisfied the Minimum Liquidity Requirement, additional Investments by the Loan Parties in wholly-owned Subsidiaries that are not Loan Parties (but not for the purposes described in clause (l) of this Section) in an aggregate amount made from and after the Closing Date not to exceed $4,000,000 at any time outstanding; (c) 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) Guarantees permitted by Section 7.02; (e) Investments existing on the Closing Date (other than those referred to in Section 7.03(b)(i)) and set forth on Schedule 7.03; (f) 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 Borrower or one or more of its wholly-owned Subsidiaries (including as a result of a merger or consolidation); provided that, (1) unless and until the Consolidated Leverage Ratio is less than or equal to 3.75 to 1.00, the Borrower and its Subsidiaries shall be prohibited from making any Investment described in this Section 7.03(f) without the prior written consent of the Required Lenders, (2) notwithstanding the foregoing, the Borrower shall be permitted to make acquisitions of up to an aggregate amount of $10,000,000 under, and subject to meeting the other requirements set forth in, this Section 7.03(f) without satisfying such Consolidated Leverage Ratio test, so long as the sole forms of consideration provided by the Borrower consist of Equity Interests in the Borrower and the assumption of future obligations under ordinary course contracts to which such Person is a party prior to the applicable transaction (such acquisitions, “Stock-Based Acquisitions”), (3) notwithstanding anything to the contrary contained herein, Investments by the Borrower and its Subsidiaries under this Section 7.03(f) on and after the Closing Date, when combined with Investments by the Borrower and its Subsidiaries under Section 7.03(m) on and after the Closing Date, not including Investments relating to Stock-Based Acquisitions, shall not exceed $10,000,000 (cumulative) without the prior written consent of the Required Lenders, and (4) with respect to each purchase or other acquisition made pursuant to this Section 7.03(f): (i) any such newly-created or acquired Subsidiary shall comply with the requirements of Section 6.12; (cii) investments by 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 or any of and its Subsidiaries in the ordinary course; (iii) the total consideration paid by or on behalf of the Borrower and its Subsidiaries for any Subsidiary such purchase or other acquisition shall not exceed $10,000,000; (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, (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 7.11; provided that, in the event Indebtedness is incurred in connection with such purchase or acquisition the Consolidated Leverage Ratio, on a pro forma basis, shall be less than the then-applicable ratio required by Section 7.11(b) minus 0.25 (the “Additional Leverage Requirement”); provided further that, for the purpose of the calculations set forth above, Consolidated EBITDA attributable to such purchase or acquisition shall only be permitted to be included in the calculation of the Additional Leverage Requirement; in each case, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders 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 giving effect to any other material purchases or acquisitions that have occurred during such fiscal period, and (C) immediately before and immediately after giving effect to any such purchase or other acquisition, the Borrower shall have satisfied the Minimum Liquidity Requirement; 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, (A) a Compliance Certificate (signed by at least two of the following: the chief executive officer, chief financial officer or chief operating officer of the Borrower;) evidencing pro forma compliance with the financial covenants as described in clauses (f)(l) (if applicable) and (iv)(B) above, together with all relevant financial information with respect to such purchase or acquisition (including, without limitation, historical financial information, internally prepared projections and business plans) and such other information as reasonably requested by the Administrative Agent; and (B) a certificate signed by at least two of the following: the chief executive officer, chief financial officer or chief operating 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(f) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition; and (dg) investments by OpCo and its subsidiaries (i) advances of payroll payments to employees in the equity ordinary course of any Receivables Entitybusiness and consistent with past practice and (ii) other loans and advances to officers, pursuant to a Permitted Receivables Financing directors and employees of the Loan Parties and Subsidiaries in the ordinary course of business in an aggregate amount not to exceed $75,000,000 100,000 at any one time outstanding; (eh) investments Investments of any Person existing at the time such Person becomes a Subsidiary of any Loan Party or consolidates or merges with the Borrower or any of its Subsidiaries (including in connection with an Investment permitted under Section 7.03(f)), so long as such Investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (i) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (j) to the bankruptcy extent constituting Investments, lease, utility and other similar deposits made in the ordinary course of business consistent with past practices; (k) Investments in the ordinary course of business consisting of endorsements for collection or reorganization of, or settlement deposit pursuant to Article 3 of delinquent accounts the UCC and disputes with, customers and suppliescustomary trade arrangements with clients pursuant to Article 4 of the UCC, in each case in the ordinary course of businessbusiness consistent with past practices; (fl) extensions of trade credit by the Borrower Group Members in the ordinary course of business; (g) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans and advances made in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; (i) Permitted Acquisitions by the Borrower Group Members; (j) additional investments by the Borrower Group Members so So long as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a)or would result therefrom, Article VII(b)Investments by the Borrower in Hill International N.V. (“Hill N.V.”) in an aggregate amount not to exceed $23,000,000 in cash (with no restriction on any such Investments paid by delivery of the Borrower’s Equity Interests) made for the purposes of (i) permitting Hill N.V. to purchase the shares of minority shareholders of Gerens Hill International, Article VII(f)S.A. (“Gerens”) to the extent Hill N.V. is obligated to do so pursuant to an agreement entered into with said minority shareholders at the time of Hill N.V.’s acquisition of 60% of the outstanding capital stock of Gerens on or about February 15, Article VII(g)2008, Article VII(h(ii) permitting Gerens to purchase the shares of minority shareholders of Engineering S.A. Servicos Tecnicos (“S.A.”) to the extent Gerens is obligated to do so pursuant to an agreement entered into with said minority shareholders at the time of Gerens’ acquisition of 60% of the outstanding capital stock of S.A. on or Article VII(labout February 28, 2011 (the “Original ESA Acquisition”) and (iii) permitting Gerens to fulfill its remaining payment obligations owing in connection with the Original ESA Acquisition; provided that the aggregate amount of cash Investments for the purposes set forth in clauses (i), (ii) and (iii) above shall not exceed $13,000,000, $10,000,000 and $6,000,000, respectively (each of which shall be reduced whenever an obligation described in clause (i), (ii) or (iii), as applicable, is paid from a source other than a cash Investment that is the subject of this subsection as follows: with respect to any payment made for an obligation described in clause (i) or (ii), 50% of such payment; and with respect to any payment made for an obligation described in clause (iii), 100% of such payment); provided further that the obligations described in clauses (i), (ii) and (iii) above shall first be satisfied using Gerens’ and its Subsidiaries’ cash and cash equivalents to the extent said cash (or cash equivalents) exceeds $1,000,000 at the time such obligations are payable, but payment from such cash and cash equivalents shall be required only after such time as and to the extent that the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis is able, directly or indirectly, to control distributions and dividends by Gerens or any such Subsidiaries, as of the relevant Test Period as though such investments had been consummated as of the first day of such Test Periodapplicable; and (lm) other Investments (not described in any other clause of this Section, as to which such clause shall govern the Investment and this clause (m) shall not be additive thereto) at any time outstanding not exceeding $5,000,000 in the aggregate, provided that, unless and until the Consolidated Leverage Ratio is less than or equal to 3.75 to 1.00, the Borrower and its Subsidiaries shall be prohibited from making any Investment described in this Section 7.03(m) without the prior written consent of the Required Lenders, provided, further, that, notwithstanding anything to the contrary contained herein, Investments by the Borrower and its Subsidiaries under this Section 7.03(m) on and after the Closing Date, when combined with Investments by the Borrower and its Subsidiaries under Section 7.03(f) on and after the Closing Date, not including Investments relating to Stock-Based Acquisitions, shall not exceed $10,000,000 (cumulative) without the prior written consent of the Required Lenders; provided, however, that notwithstanding the foregoing, the Investments specified in clauses (a) or (k) shall be subject to Account Control Agreements to the extent constituting investmentsrequired by the Guarantee and Collateral Agreement, transactions permitted under Section 6.01provided further (for the sake of clarity), Section 6.03that if an Investment meets the criteria of more than one of the types of Investments described in the subsections above, Section 6.04 the Borrower in its sole discretion may elect the subsection in which to classify such action or Section 6.06event.

Investments. The Borrower shall notMake any Investments, nor shall it permit any of its Subsidiaries to, make any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”):except: (ai) Cash Equivalents; (b) Hedging Arrangements permitted under Section 6.12; (c) investments by the Borrower or any extensions of its Subsidiaries in any Subsidiary of the Borrower; (d) investments by OpCo and its subsidiaries in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstanding; (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and supplies, in each case trade credit in the ordinary course of business; (fii) extensions investments in cash and Cash Equivalents; (iii) Contingent Obligations permitted by Section 5.02(b); (iv) loans and advances to employees of trade credit any Loan Party or Restricted Subsidiary in ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate amount not to exceed $2,000,000 at any one time outstanding; (v) intercompany Investments by the Borrower Group Members or any Restricted Subsidiary in Holdings (provided, that such Investments shall constitute Restricted Payments permitted hereunder), the Borrower or any Person that, prior to such investment, is a Wholly-Owned Subsidiary Guarantor; (vi) Investments (i) (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 (ii) constituting deposits, prepayments and other credits to suppliers make in the ordinary course of business; (gvii) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance with Rate Contracts permitted by Section 6.015.02(k); (hviii) loans Permitted Acquisitions and advances any Investments owned by a Person acquired in a Permitted Acquisition; (ix) customary deposits made in by any Loan Party for the ordinary course purpose of business facilitating the purchase, acquisition or lease of any real property or other assets, to the Borrower’s extent such purchase, acquisition or any lease is permitted hereunder; (x) existing Investments described on Schedule 5.02(g); (xi) Investments received from purchasers of its Subsidiaries’ assets pursuant to Dispositions permitted hereunder; (xii) to the extent permitted by applicable law, notes from officers and employees in exchange for Equity Securities of Parent purchased by such officers or employees pursuant to a stock ownership or purchase plan or compensation plan; (xiii) xxxxxxx money required in connection with Permitted Acquisitions and Investments permitted hereunder; (xiv) Investments in Foreign Subsidiaries in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; (i) Permitted Acquisitions by the Borrower Group Members; (j) additional investments by the Borrower Group Members so long as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any 2,000,000 per fiscal year; (kxv) additional investments so long as both before and after giving effect thereto to such Investment (i) no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) would be caused thereby and (ii) the Borrower would be in compliance with Consolidated Senior Leverage Ratio is equal to or less than the financial covenant in Section 5.12(alesser of (A) on a Pro Forma Basis 3.5:1 and (B) the maximum Consolidated Senior Leverage Ratio permitted as of the relevant Test Period most recent fiscal period for which financial statements have been delivered to the Administrative Agent and Lenders pursuant to Section 5.01(a)(i) or (ii), as though applicable, Investments made with the Available Amount; provided, that without the prior written consent of the Administrative Agent, no such investments had been consummated Investment (by acquisition or otherwise) may result in the Group Members, taken as a whole, being engaged in any material respect in any business other than a business in which the Group Members are engaged as of the first day date of such Test Periodthis Agreement and activities incident thereto; and (lxvi) in addition to Investments otherwise expressly permitted by this Section, Investments by the extent constituting investmentsBorrower or any Restricted Subsidiary in an aggregate amount not to exceed $10,000,000 at any time outstanding; provided, transactions permitted under Section 6.01that, Section 6.03notwithstanding the foregoing, Section 6.04 no Loan Party shall make Investments (other than pursuant to clause (xv) above) in any joint ventures, Non-Wholly Owned Subsidiaries or Section 6.06Unrestricted Subsidiaries following the Closing Date in an aggregate amount in excess of $10,000,000.

Investments. The Borrower shall notMake or hold any Investments, nor shall it permit any of its Subsidiaries to, make any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”):except: (a) Investments held by the Loan Parties in the form of Cash Equivalents, provided that such Cash Equivalents are maintained in an account with the Administrative Agent, or an account permitted to exist pursuant to Section 6.20; (b) Hedging Arrangements permitted under Section 6.12; (c) investments by advances to officers, directors and employees of the Borrower or any of its and Subsidiaries in any Subsidiary of the Borrower; (d) investments by OpCo and its subsidiaries in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 100,000 at any one time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (ei) investments received Investments by the Borrower and its Domestic Subsidiaries in connection with their respective Domestic Subsidiaries outstanding on the bankruptcy or reorganization ofdate hereof, or settlement (ii) additional Investments by a Loan Party in another Loan Party that is a wholly owned Domestic Subsidiary and (iii) Investments not to exceed $15,000 to repurchase any Minority Interests; provided that Investments permitted by this clause (iii) shall not exceed $250,000 in the aggregate over the term of delinquent this Agreement; (d) Investments consisting of accounts and disputes with, customers and supplies, in each case receivable from credit card companies in the ordinary course of business; (e) Guarantees permitted by Section 7.02; (f) extensions of trade credit by Investments existing on the Borrower Group Members date hereof (other than those referred to in the ordinary course of businessSection 7.03(c)(i)) and set forth on Schedule 7.03(f); (g) investments made as a result of the receipt of non‑cash consideration from dispositions Investments by any Loan Party in compliance with Swap Contracts permitted under Section 6.017.02(a); (h) loans and advances Investments made in the ordinary course of business in connection with security deposits and prepayments of rents under Leases or prepayments of suppliers in the ordinary course of business, provided that in any case not more than one month’s security deposit, rent or amounts paid to such suppliers in the Borrower’s or any ordinary course of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstandingbusiness shall be so paid; (i) Permitted Acquisitions by Investments of any Person in existence at the Borrower Group Memberstime such Person becomes a Loan Party; provided such Investment was not made in connection with or anticipation of such Person becoming a Subsidiary of the Borrower; (j) additional investments by Subsidiaries may be established or created, if the Borrower Group Members 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 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 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 long as comply within ten Business Days); (k) Investments that constitute a Permitted Acquisition; (l) Investments that constitute Permitted Seller Notes; (m) Investments that constitute loans to employees of the Borrower or its Subsidiaries, the proceeds of which are used to purchase Equity Interests in the Borrower; provided that the amount of such loans at any time outstanding shall not exceed $1,000,000; (n) other Investments; provided, however, that the aggregate amount investedof Investments permitted under this Section 7.03(n) does not exceed $5,000,000 at any time outstanding; and (o) Investments in non-Guarantor Subsidiaries and Joint Venture Entities, loaned or advanced does provided, that (I) such Investments shall not exceed $10,000,000 in any fiscal year; the aggregate and (k) additional investments so long as both before and after giving effect thereto (iI) no Default or Event of Default has occurred and is shall be continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) this Agreement at the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day time of such Test Period; and (l) to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 Investment or Section 6.06would result from such Investment.

Investments. The (i) by the Parent Borrower shall not, nor shall it permit or any of its Subsidiaries to, make any investments Restricted Subsidiary in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”): (a) Cash EquivalentsU.S. Credit Party; (bii) Hedging Arrangements permitted under Section 6.12between or among Restricted Domestic Subsidiaries that are not Credit Parties; (ciii) investments between or among Restricted Non-Domestic Subsidiaries; (iv) by the Borrower or any of its Restricted Non-Domestic Subsidiaries in any Subsidiary of Restricted Domestic Subsidiaries or the Parent Borrower; (dv) investments by OpCo and its subsidiaries in the equity consisting of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstanding; (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and supplies, in each case in the ordinary course of business; (f) extensions of trade credit intercompany Investments by the Parent Borrower Group Members or any Restricted Domestic Subsidiary in the ordinary course of business; (g) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans and advances made any Restricted Non-Domestic Subsidiary incurred in the ordinary course of business in connection with cash management operations (including with respect to intercompany self-insurance arrangements), or in connection with or for use for general working capital purposes, capital expenditures, to service Indebtedness, to finance acquisitions or Investments or to fund losses at Restricted Subsidiaries; provided that: (A) any intercompany Investment being made by a Credit Party in a Restricted Non-Domestic Subsidiary shall be in the form of a loan or advance, and shall be evidenced by a promissory note (other than such intercompany Investments, including Investments consisting of Stock or Stock Equivalents of such U.S. Credit Party (other than Disqualified Stock), valued at the fair value (determined by the Parent Borrower acting in good faith) of each such Investment at the time each such Investment was made, which, when taken together with all other intercompany Investments made pursuant to this clause (v), shall not exceed 20% of the intercompany Investments permitted to be made pursuant to this clause (v)); (B) the Parent Borrower or such Restricted Subsidiary making such loan or advance shall comply with Section 9.12 to the Borrower’s extent applicable, and with Section 10.1(b); and (C) the gross aggregate amount of such intercompany Investments shall not exceed the sum of (i) $100,000,000, plus (ii) with respect to any Investments from the Parent Borrower or any Restricted Domestic Subsidiary to a Restricted Non-Domestic Subsidiary, (a) such amounts that may from time to time after the Restatement Effective Date be paid from Restricted Non-Domestic Subsidiaries to the Parent Borrower and Restricted Domestic Subsidiaries (whether in the form of its Subsidiaries’ employees intercompany loan repayments, dividends, or payments of management fees, royalties or other charges), less (b) amounts of intercompany Investments made by the Parent Borrower or any Restricted Domestic Subsidiary in an aggregate principal amount not any Restricted Non-Domestic Subsidiary pursuant to exceed $3,000,000 at any time outstandingthis Section 10.5(g)(v)(C)(ii); (ivi) Permitted Acquisitions by Credit Parties in any Restricted Subsidiary that is not a Credit Party, to the Borrower Group Members; (j) additional investments by the Borrower Group Members so long as extent that the aggregate amount investedof all Investments made on or after the Restatement Effective Date pursuant to this clause (vi), loaned or advanced does valued at the fair market value (determined by the Parent Borrower acting in good faith) of each such Investment at the time each such Investment was made, is not exceed in excess of (w) $10,000,000 in any fiscal year; 20,000,000 plus (kx) additional investments so long as the Applicable Equity Amount at such time plus (y) to the extent the Consolidated Total Debt to Consolidated EBITDA Ratio is not greater than 4.75 to 1.00, both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a)effect, Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of Basis, to the relevant Test Period as though such investments had been consummated as of the first day making of such Test PeriodInvestment, the Applicable Amount at such time; and (lvii) by Credit Parties in any Restricted Subsidiary that is not a Credit Party so long as such Investment is part of a series of simultaneous Investments by Restricted Subsidiaries in other Restricted Subsidiaries that result in the proceeds of the initial Investment being invested in one or more Credit Parties; provided, however, that notwithstanding anything to the extent constituting investmentscontrary in this clause (g), transactions permitted under Section 6.01, Section 6.03, Section 6.04 this clause (g) shall not permit a direct or Section 6.06.indirect Investment by a U.S. Credit Party in a Non-Domestic Subsidiary except pursuant to clause (g)(v);

Investments. The Borrower shall not, nor shall it permit Make or own any of its Subsidiaries to, make any investments Investment in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”): except: (a) Investments in cash and Cash Equivalents; ; (b) Hedging Arrangements equity Investments made prior to the Closing Date in any Subsidiary; (c) Investments by a Credit Party in any other Credit Party; (d) guarantees, to the extent permitted under Section 6.12; 8.1(c); (ce) investments Investments by any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party; (f) Investments existing on the Borrower Closing Date and described on Schedule 8.5; (g) Investments constituting accounts receivable, trade debt and deposits for the purchase of goods, in each case made in the ordinary course of business; (h) Investments made by any Credit Party orRegulated Subsidiary in its own portfolio in the ordinary course of business in accordance with its investment policy (as approved by its board of directors or equivalent governing body from time to time); provided, however, that that any of its Subsidiaries such Investment shall not (x) constitute an Acquisition, and (y) be an Investment by a Credit Party in any Subsidiary of the Borrower; that is not a Credit Party (dwithit being understood and agreed that any Investment by a Credit Party in any Subsidiary that is not a Credit Party beingshall be governed by clause (l) investments by OpCo and its subsidiaries in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstanding; below); (ei) investments Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliessuppliers, in each case in or upon the ordinary course foreclosure with respect to any secured Investment or other transfer of business; (f) extensions of trade credit by the Borrower Group Members in the ordinary course of business; (g) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance title with Section 6.01; (h) loans and advances made in the ordinary course of business respect to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; (i) Permitted Acquisitions by the Borrower Group Members; secured Investment; (j) additional investments by the Borrower Group Members so long as the aggregate amount invested, loaned Investments resulting from pledges or advanced does not exceed $10,000,000 deposits described in any fiscal year; Section 8.2(d); (k) additional investments Investments consisting of xxxx xxxxxxx money deposits in connection with any other Investment permitted hereunder; (l) Investments by the Credit Parties (including, without limitation, the provision of a letter of credit for the benefit of any Regulated Subsidiary) in Subsidiaries that are not Credit Parties, so long as both before and after giving effect thereto as: 56 LEGAL02/44107030v1 (i) no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) exists or Article VII(l) would result from such Investment; and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of after giving effect to any such Investment, the relevant Test Period as though such investments had been consummated as of Credit Parties are in compliance with the first day of such Test Periodfinancial covenants set forth in Section 8.6; and (lm) Investments by Regulated Subsidiaries in any Credit Party or Subsidiary (other than a Regulated Subsidiary); and (n) Investments related to the extent constituting investmentsSpecified Disposition; and (n) (o) other Investments not listed above and not otherwise prohibited by this Agreement in an aggregate amount outstanding at any time (on a cost basis) not to exceed One Million Dollars ($1,000,000). Notwithstanding the foregoing, transactions in no event shall any Credit Party make any Investment which results in or facilitates in any manner any Restricted Payment not otherwise permitted under the terms of Section 6.01, Section 6.03, Section 6.04 or Section 6.068.3.

Investments. The Except as otherwise permitted under Section 6.04, the Borrower shall will not, nor shall it and will not permit any of its Subsidiaries or any Holdco Entity to, make or permit to exist any investments in any equity loans, advances or debt securities (issued by Persons other than the Borrower) capital contributions to, or make any loan investment in, or advance purchase or commit to purchase any Person, stock or other than securities or evidences of indebtedness of or interests in any Person (collectively, each an “Permitted InvestmentsInvestment”):) except the following: (a) Cash Equivalentsthe purchase of Liquid Investments; (b) Hedging Arrangements permitted under Section 6.12current trade and customer accounts receivable or notes receivable which are for goods furnished or services rendered in the ordinary course of business and are payable in accordance with customary trade terms; (c) investments Acquisitions (other than Acquisitions or Investments made with respect to any JV Entity or any other joint venture or other similar arrangement that is not a Subsidiary) to the extent made in compliance with Section 6.04 including, in the case of a Person that is acquired, all Investments in joint ventures made by such Person prior to such Person’s Acquisition by the Borrower, any of its Subsidiaries or any Holdco Entity; provided that such Person’s Investments in joint ventures was not made in contemplation of such Person being acquired by the Borrower or any of its Subsidiaries or any Holdco Entity; (d) [Intentionally deleted]; (e) [Intentionally deleted]; (f) Investments by the Borrower or any of its Subsidiaries in any Subsidiary the JV Entities existing on the Amendment No. 2 Closing Date; provided, that the amount of the Borrower; such Investments may not be increased (d) investments by OpCo and its subsidiaries in the equity of any Receivables Entity, other than through natural appreciation or through cash Investments made pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstanding; (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and supplies, in each case in the ordinary course of business; (f) extensions of trade credit by the Borrower Group Members in the ordinary course of business; clauses (g) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans and advances made in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; (i) Permitted Acquisitions by the Borrower Group Members; (j) additional investments by the Borrower Group Members so long as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test Period; and (l) to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or (m) of this Section 6.06.);

Investments. The Borrower shall notMake or hold any Investments, nor shall it permit any of its Subsidiaries to, make any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”):except: (a) Investments held by the Borrower or a Subsidiary in the form of cash or Cash Equivalents; provided that any Subsidiary serving as a captive insurance subsidiary may also hold any other reasonable Investments in the ordinary course of its operations; (b) Hedging Arrangements permitted (i) Investments of the Borrower in any Guarantor, (ii) Investments of any Guarantor in the Borrower or another Guarantor, (iii) Investments by Subsidiaries that are not Credit Parties in the Borrower or any other Subsidiary and (iv) Investments by any Credit Party in any Subsidiary that is not a Guarantor; provided that Investments under this clause (b)(iv) shall not at any time exceed $100,000,000 in the aggregate less an amount equal to the aggregate fair market value of any Guarantors that have been merged into any Subsidiaries that are not Guarantors pursuant to the proviso to Section 6.129.4(a)(ii) (with such fair market value to be determined at the time of the applicable merger); (c) investments by Investments consisting of extensions of credit in the Borrower nature of accounts receivable or any notes receivable arising from the grant of its Subsidiaries trade credit in any Subsidiary the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary or desirable, in the reasonable business judgment of the Borrower, in order to prevent or limit loss; (d) investments Investments existing on the date hereof and, to the extent involving an amount individually in excess of $2,500,000, set forth on Schedule 9.2(d) and any modification, replacement, renewal, reinvestment or extension thereof; provided that the amount of the original Investment is not increased except by OpCo the terms of such Investment or as otherwise permitted by this Section 9.2; (e) Investments in Hedge Agreements in the ordinary course of business not prohibited under Section 9.16; and (f) Investments by Credit Parties consisting of Permitted Acquisitions; provided that each applicable Credit Party and any such newly created or acquired Subsidiary shall, or will within the times specified therein, have complied with the applicable requirements of Section 8.12 to the extent required thereby; provided further that the aggregate amount of cash or property provided by Credit Parties to make any such purchase or acquisition that is attributable to assets that are not purchased or acquired (or do not become owned) by a Credit Party or in Equity Interests in Persons that do not become Credit Parties within the time periods permitted by Section 8.12 shall not exceed $150,000,000; (g) Investments by the Borrower and its subsidiaries Subsidiaries not otherwise permitted under this Section 9.2 in an aggregate amount not to exceed 10% of the consolidated total assets of the Borrower and its Subsidiaries (determined as of the end of the prior Fiscal Year); provided that, with respect to each Investment made pursuant to this Section 9.2(g): (A) Investments under this Section 9.2(g) shall be permitted only if, after giving pro forma effect thereto, the Credit Parties would be in compliance with Sections 9.7 and 9.17, within the time periods permitted pursuant by Sections 8.12 and 9.17; (B) any determination of the amount of such Investment shall include all cash consideration and non-cash consideration (including the fair market value of all Equity Interests issued or transferred to the sellers thereof, all write-downs of property and assets and reserves for liabilities with respect thereto) paid by or on behalf of the Borrower and its Subsidiaries in connection with such Investment; (C) immediately before and immediately after giving pro forma effect to any such Investment, no Default or Event of Default shall have occurred and be continuing; provided that pro forma compliance with respect to Section 9.15 shall be computed for the Fiscal Quarter most recently ended for which an Officer’s Compliance Certificate has been delivered; (h) Investments by the Borrower in respect of, including by way of any contributions to, any employee benefit, pension or retirement plan, including any Pension Plan or Multiemployer Plan; (i) Investments in or relating to a Securitization Subsidiary that, in the equity good faith determination of the Borrower, are necessary or advisable to effect any Receivables Entity, Qualified Securitization Transaction or any repurchase obligation in connection therewith; (j) Investments (i) constituting non-cash consideration received in a Disposition permitted pursuant to Section 9.5 or (ii) resulting from pledges and deposits referred to Section 9.1; (k) Investments constituting loans or advances to employees in the ordinary course of business in accordance with past practices of the Borrower and its Subsidiaries, but in any event not to exceed $5,000,000 in the aggregate outstanding at any one time; (l) Investments to the extent funded with amounts permitted to be applied to Restricted Payments pursuant to Section 9.6(d) or (f) (subject to the applicable conditions set forth therein and giving pro forma effect to such Investment in lieu of such Restricted Payments referenced therein and with any Investment funded in reliance on this Section 9.2(l) with reference to Restricted Payments under Section 9.6(d) reducing the amounts available for Restricted Payments under such Section 9.6(d) on a Permitted Receivables Financing dollar-for-dollar basis); (m) Investments to the extent funded with amounts permitted to be applied to Restricted Payments pursuant to Section 9.6(e) (subject to the applicable conditions set forth therein and giving pro forma effect to such Investment in lieu of such Restricted Payments referenced therein and with any Investment funded in reliance on this Section 9.2(m) reducing the Restricted Payment Cap Amount on a dollar-for-dollar basis); and (n) Investments by the Borrower and its Subsidiaries in an aggregate amount not to exceed $75,000,000 at any one time outstanding; (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and supplies, in each case in the ordinary course of business; (f) extensions of trade credit by the Borrower Group Members in the ordinary course of business; (g) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans and advances made in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 25,000,000 at any time outstanding; (i) Permitted Acquisitions by the Borrower Group Members; (j) additional investments by the Borrower Group Members so long as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test Period; and (l) to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06.

Investments. The Borrower shall notMake or hold, nor shall it or permit any of its the Subsidiaries toto make or hold, make any investments Investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”):except: (a) Cash EquivalentsInvestments by the Loan Parties held in the form of cash equivalents or short-term marketable debt securities; (b) Hedging Arrangements permitted under Section 6.12Investments made prior to the Closing Date and set forth in Schedule 7.02; (c) investments by the Borrower Advances or any of its Subsidiaries in any Subsidiary of the Borrower; (d) investments by OpCo loans to directors, officers and its subsidiaries in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstanding; (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and supplies, in each case in the ordinary course of business; (f) extensions of trade credit by the Borrower Group Members in the ordinary course of business; (g) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans and advances made employees in the ordinary course of business to of the Borrower’s or any of its Subsidiaries’ employees Borrower and the Subsidiaries as presently conducted in an aggregate principal amount not to exceed $3,000,000 1 million in the aggregate at any one time outstanding; provided, however that any such advances or loans to directors or executive officers shall only be permitted to the extent allowable under Xxxxxxxx-Xxxxx; (d) Investments by the Borrower in and to any Loan Party in the form of contributions to capital or loans or advances; provided that (i) immediately before and after giving effect thereto, no Default exists or would result therefrom, (ii) each item of intercompany Indebtedness shall be unsecured and (iii) each item of Intercompany Indebtedness shall be evidenced by an Intercompany Note which shall be pledged as security for the Obligations of the holder thereof under the Loan Documents and delivered to the Administrative Agent pursuant to the terms of the Collateral Documents; (e) Investments by any Subsidiary in the Borrower or any other Loan Party in the form of loans or advances; (f) Investments in any HMO Subsidiaries which are not Loan Parties, and any other Subsidiaries which are not Loan Parties; provided that such Investment (other than Investments in HMO Subsidiaries required for capital adequacy requirements) shall not exceed in an aggregate amount $2.5 million at any time outstandingoutstanding (on a cost basis); (g) Investments that constitute Permitted Acquisitions and Investments that constitute the Permitted Stock Redemption/ESOP Transactions; (i) Permitted Acquisitions Required Advances and (ii) other advances to Contract Providers (and their Affiliates) in an amount not to exceed (A) with respect to any Contract Provider (and its Affiliates) individually, $1 million in the aggregate at any time outstanding (excluding Required Advances) and (B) with respect to Contract Providers collectively, $5 million in the aggregate at any time outstanding (excluding Required Advances); (i) Investments by the Borrower Group Members;in Swap Contracts permitted under Section 7.03(d); and (j) additional investments by Investments of a nature not addressed in any of the Borrower Group Members so long as foregoing subsections in an amount not to exceed $2.5 million in the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in at any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test Period; and (l) to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06time outstanding.

Investments. The Neither the Borrower nor the Restricted Subsidiaries shall not, nor shall it permit any of its Subsidiaries todirectly or indirectly, make any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any PersonInvestments, other than (collectively, “Permitted Investments”):except: (a) Cash Equivalents; (b) Hedging Arrangements permitted under Section 6.12; (c) investments Investments by the Borrower or any of its Restricted Subsidiaries in assets that were Cash Equivalents when such Investment was made; (b) loans or advances to officers, directors, managers and employees of any Subsidiary Loan Party (or any direct or indirect parent thereof) or any of its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of Holdings 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 the Borrower in cash as common equity) and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under clause (iii) above shall not exceed $2,500,000; (c) Investments by the Borrower or any of its Restricted Subsidiaries in the Borrower or any of its Restricted Subsidiaries or any Person that will, upon such Investment become a Restricted Subsidiary; provided that (i) any Investment made by any Person that is not a Loan Party in any Loan Party pursuant to this clause (c) shall be subordinated in right of payment to the Loans and (ii) any Investments in Restricted Subsidiaries which are Non-Loan Parties, or upon such Investment do not become Loan Parties, shall be permitted, together with Investments permitted pursuant to the second proviso to Section 7.02(i) below, in an amount not to exceed the greater of $75,000,000 and 6.2% of Total Assets1 (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value) (the “Non-Loan Party Investments Cap”); provided that in determining the amount of Investments in Non-Loan Parties as a result of an acquisition of several Restricted Subsidiaries that will become Loan Parties and Non-Loan Parties in a single transaction, the Borrower shall in good faith determine the amount of the BorrowerInvestment attributable to the acquired Non-Loan Parties; (d) investments by OpCo and its subsidiaries Investments consisting of extensions of credit in the equity nature of any Receivables Entityaccounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstanding; (e) investments and Investments received in connection with the bankruptcy satisfaction or reorganization of, or settlement of delinquent accounts partial satisfaction thereof from financially troubled account debtors and disputes with, customers and supplies, in each case other credits to suppliers in the ordinary course of business; (e) Investments (excluding loans and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c), (d) and (x)), 7.04 (other than 7.04(c), (d) and (e)), 7.05 (other than 7.05(e)), 7.06 (other than 7.06(e)) and 7.12, respectively; (f) extensions of trade credit Investments (i) existing or contemplated on the Closing Date and set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) existing on the Closing Date by the Borrower Group Members 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 Closing Date or as otherwise permitted by this Section 7.02; (g) Investments in Swap Contracts permitted under Section 7.03; (h) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (i) any acquisition by the Borrower or any of its Restricted Subsidiaries of all or substantially all of the assets of, or a division or line of business of, or all or the majority of the outstanding Equity Interests (including any Investment which serves to increase the Borrower’s respective equity ownership in any Restricted Subsidiary or in any Joint Venture) in, a Person (any such Person referred to herein as the “Acquired Entity”; and any acquisition of an Acquired Entity 1 All Total Assets percentages to reflect the equivalent of the relevant dollar baskets on the Closing Date. meeting all the criteria of this Section 7.02(i) being referred to herein as a “Permitted Acquisition”); provided that (i) no Default or Event of Default exists or would result therefrom and (ii) other than to the extent any such Investment is financed with the proceeds of Excluded Contributions (within 30 days of any Excluded Contribution), each Person so acquired (or the Person owning the assets so acquired) shall become a Subsidiary Guarantor and all Subsidiaries of such Acquired Entity that are required to become Loan Parties pursuant to Section 6.11 shall become Loan Parties hereunder; provided, further, that acquisitions of Acquired Entities that do not becomes Subsidiary Guarantors in accordance with clause (ii) above shall be permitted, together with Investments in compliance with clause (ii) of the of the proviso to Section 7.02(c) above, in an amount not to exceed the Non-Loan Party Investments Cap; (j) other Investments in an aggregate amount outstanding pursuant to this clause (j) (valued at the time of the making thereof) at any time not to exceed (x) the greater of $25,000,000 and 2.1% of Total Assets (in each case, net of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts); (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to the Borrower and any other direct or indirect parent of the Borrower, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to be made to such parent in accordance with Sections 7.06(g), (h) or (i); (n) other Investments in an aggregate amount outstanding pursuant to this clause (n) (valued at the time of the making thereof, and without giving effect to any write downs or write offs thereof) at any time not to exceed (y) the portion, if any, of the Cumulative Credit on such date that the Borrower elects to apply to this clause (y); plus (z) Investments (i) in an amount equal to the amount of Excluded Contributions previously received and that the Borrower elects to apply under this clause (z) or (ii) without duplication with clause (i), in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied; (o) advances of payroll payments to employees in the ordinary course of business; (gp) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans and advances made in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; (i) Permitted Acquisitions by the Borrower Group Members; (j) additional investments by the Borrower Group Members so long as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test Period; and (l) Investments to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 that payment for such Investments is made solely with Equity Interests (other than Disqualified Equity Interests) of the Borrower (or Section 6.06.any direct or indirect parent of the Borrower);

Investments. The Borrower shall not, nor and shall it not permit any of its Subsidiaries to, directly or indirectly make or maintain any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”):Investment except: (a) Investments existing on the date of this Agreement and disclosed on Schedule 8.3 (Existing Investments); (b) Investments in cash and Cash Equivalents; (b) Hedging Arrangements permitted under Section 6.12; (c) investments by Investments in Accounts, Payment Intangibles, Chattel Paper, notes receivable and similar items arising or acquired in the ordinary course of business consistent with the past practice of the Borrower or any of and its Subsidiaries in any Subsidiary of the BorrowerSubsidiaries; (d) investments by OpCo and its subsidiaries Investments received in settlement of amounts due to the Borrower or any Subsidiary of the Borrower effected in the equity ordinary course of any Receivables Entity, pursuant to a Permitted Receivables Financing business or received in an aggregate amount not to exceed $75,000,000 at any one time outstandingbankruptcy or insolvency proceedings of account debtors; (e) investments received Investments by (i) a Subsidiary of the Borrower in connection with the bankruptcy Borrower or reorganization of, any other Subsidiary of the Borrower or settlement (ii) the Borrower in a Subsidiary of delinquent accounts and disputes with, customers and suppliesthe Borrower, in each case in a manner in accordance with, and in aggregate amounts consistent with the amounts set forth in, the Budget; (f) Investments constituting Guaranty Obligations permitted by Section 8.1 (Indebtedness); (g) Investments in Hedging Contracts entered into in the ordinary course of business for non-speculative purposes; (h) bank deposits in the ordinary course of business; (fi) extensions of trade credit by the Borrower Group Members loans and advances to employees in the ordinary course of business; (g) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans and advances made in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; (i) Permitted Acquisitions by the Borrower Group Members;; and (j) additional investments by Investments not otherwise permitted hereby; provided, however, that the Borrower Group Members so aggregate outstanding amount of all such Investments shall not exceed $1,000,000 at any time. It is understood that any Investment in a foreign currency shall continue to be permitted under this Section 8.3, notwithstanding any fluctuation in the Dollar amount of such Investment, as long as the aggregate outstanding amount invested, loaned or advanced of such Investment (denominated in its original currency) does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day maximum amount of such Test Period; and Investment (ldenominated in such currency) permitted to be outstanding on the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06date such Investment was made.

Investments. The Borrower shall notMake or hold any Investments, nor shall it permit any of its Subsidiaries to, make any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”):except: (a) Investments held by the Borrower or such Restricted Subsidiary in the form of Cash Equivalents; (b) Hedging Arrangements permitted under Section 6.12; (c) investments by advances to officers, directors and employees of the Borrower or any of its Subsidiaries in any Subsidiary of the Borrower; (d) investments by OpCo and its subsidiaries in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing Restricted Subsidiaries in an aggregate amount not to exceed $75,000,000 at any one time outstanding; (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and supplies, in each case in the ordinary course of business; (f) extensions of trade credit by the Borrower Group Members in the ordinary course of business; (g) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans and advances made in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstandingoutstanding for travel, entertainment, relocation and analogous ordinary business purposes, in accordance with any applicable Laws; (c) Investments (i) in a wholly-owned Restricted Subsidiary that is a Guarantor, (ii) in a Person that becomes a wholly-owned Restricted Subsidiary and a Guarantor upon the making of such Investment or (iii) a Person that the Borrower intends to cause to become a wholly-owned Restricted Subsidiary and in whom, upon the making of such Investment, the Borrower will hold, directly or indirectly, sufficient Equity Interests to cause such Person to become a wholly-owned Restricted Subsidiary, provided that upon such Person becoming a wholly-owned Restricted Subsidiary, such Person becomes a 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 ‎7.03; (f) Investments in non-wholly-owned Restricted Subsidiaries and in Permitted Joint Ventures, provided that (i) no Default exists at the time of or as a result of such Investment, (ii) the dollar amount of such Investments made during any fiscal year shall not exceed $20,000,000 (and any portion of such permitted amount that is not expended for Investments pursuant to this paragraph in the fiscal year for which it is permitted, may be carried over for expenditure as an Investment pursuant to this paragraph in the next following fiscal year or successive fiscal years) and (iii) the aggregate dollar amount of all Investments made pursuant to this paragraph during the term of this Agreement may not exceed $80,000,000; (g) Intentionally Omitted; (h) extensions of credit described in Schedule 7.02 through and including the maturity date thereof, but not any increases or renewals; (i) Permitted Acquisitions by Investments of the Borrower Group Memberstype described in clause (c) of the definition of “Investment”, provided that no Default exists at the time of or as a result of such Investment; (j) additional investments by the Borrower Group Members so long as the aggregate amount investedsubject to Sections 7.19 and 7.05(a)(x), loaned or advanced does not exceed $10,000,000 Investments in any fiscal yearMLP Subsidiaries; (k) additional investments so long as both before and after giving effect thereto Investments in Contango Subsidiaries in an aggregate amount outstanding at any time for all such Investments not to exceed $25,000,000; (il) no Default or Event Investments to the extent that the consideration for such Investments consists of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as Equity Interests of the relevant Test Period as though such investments had been consummated as of the first day of such Test PeriodBorrower; and (lm) to other Investments not exceeding $25,000,000 in the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06aggregate during the term of this Agreement.

Investments. The Borrower shall SIHL will not, nor shall it and will not permit any of its Subsidiaries to, make make, incur, assume or suffer to exist any investments Investment in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than except (collectively, “Permitted Investments”without duplication): (a) Cash EquivalentsInvestments existing on August 12, 1997 and identified in ITEM 7.2.5(a) ("Ongoing Investments") of the Disclosure Schedule; (b) Hedging Arrangements permitted under Section 6.12Cash Equivalent Investments; (c) investments by the Borrower or any Investments permitted as Indebtedness pursuant to CLAUSE (b), CLAUSE (g), CLAUSE (h) and CLAUSE (k) of its Subsidiaries in any Subsidiary of the BorrowerSECTION 7.2.2; (d) investments by OpCo and its subsidiaries in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstanding; (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and supplies, in each case in the ordinary course of business, Investments by SIHL in the Guarantors, or by any Guarantor in any other Guarantor, by way of contributions to or purchases of capital to the extent that all capital stock of other equity interests evidencing such Investments are pledged to the Administrative Agent for the benefit of the Secured Parties pursuant to SECTION 7.1.7; (e) Investments made with Net Equity Proceeds by SIHL in an amount equal to the amount of such Net Equity Proceeds in a venture (or in a Person engaged in a venture) of the type permitted by SECTION 7.2.1, whether or not such Investment is in a Subsidiary of SIHL, or, after giving effect to such Investment, the Person in which such Investment is made becomes a Subsidiary of SIHL; and (f) extensions of trade credit by the Borrower Group Members in the ordinary course of business;subject to SECTION 7.2.1, other Investments; PROVIDED, HOWEVER, that (g) investments any Investment which when made as a result complies with the requirements of the receipt definition of non‑cash consideration from dispositions in compliance the term "Cash Equivalent Investment" may continue to be held notwithstanding that such Investment if made thereafter would not comply with Section 6.01;such requirements; and (h) loans and advances no Investment otherwise permitted by CLAUSE (f) shall be permitted to be made if, immediately before or after giving effect thereto, any Default of the type set forth in the ordinary course -80- CLAUSES (a) through (d) of business to the Borrower’s SECTION 8.1.9 or any other Event of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstanding;Default shall have occurred and be continuing or would result therefrom; and (i) Permitted Acquisitions notwithstanding anything to the contrary contained herein, an Investment or other acquisition of all or any portion of the capital stock or other equity interest in any Person permitted in this Section may be pursued or made only if such Investment or acquisition is not opposed by the Borrower Group Members; board of directors (jor equivalent managerial body) additional investments by the Borrower Group Members so long as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test Period; and (l) Person prior to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06expenditure of any funds in connection therewith.

Investments. The Borrower shall Parent will not, nor shall it and will not permit any of its Subsidiaries Restricted Subsidiary to, make any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any PersonInvestments, other than (collectively, “Permitted Investments”):except: (a) Investments in cash and Cash EquivalentsEquivalents and assets that were Cash Equivalents when such Investment was made; (b) Hedging Arrangements permitted under (i) the Transactions or Investments otherwise made in accordance with or as contemplated by the Merger Agreement and (ii) Permitted Acquisitions; provided that Acquisitions of Persons acquired by Loan Parties pursuant to this clause (b)(ii) that do not or have not become Guarantors in accordance with Section 6.125.11 or Section 5.12 (it being understood that an Acquisition of a Person and its subsidiaries shall be deemed an acquisition of Persons that become Guarantors for this purpose if the Persons so acquired that do become Guarantors constitute more than 50% of the Consolidated EBITDA of such Person and its subsidiaries) after the consummation of such Acquisition that are made in reliance on this clause (b)(ii) shall not exceed the greater of $225,000,000 and 15% of Consolidated EBITDA computed on a Pro Forma Basis as of the Applicable Date of Determination; (c) investments (i) Investments existing on the Effective Date, (ii) Investments contemplated on the Effective Date and set forth on Schedule 6.04(c), and (ii) Investments consisting of any modification, replacement, renewal, reinvestment or extension of any such Investment; provided that the amount of any Investment permitted pursuant to this Section 6.04(c) is not increased from the amount of such Investment on the Effective Date except pursuant to the terms of such Investment (including in respect of any unused commitment), plus any accrued but unpaid interest (including any portion thereof which is payable in kind in accordance with the terms of such modified, extended, renewed or replaced Investment) and premium payable by the Borrower or any terms of its Subsidiaries in any Subsidiary such Indebtedness thereon and fees and expenses associated therewith as of the BorrowerEffective Date or as otherwise permitted by this Section 6.04; (d) investments (i) Investments between and among any of the Loan Parties; and (ii) Investments by OpCo any Loan Party to any Restricted Subsidiary that is not a Loan Party provided that such Investments made after the Effective Date pursuant to this clause (d)(ii) shall (x) constitute loans and its subsidiaries advances made in the equity ordinary course of business or (y) constitute other Investments that do not at any one time exceed the greater of (A) $225,000,000 and (B) 15% of Consolidated EBITDA, as of the Applicable Date of Determination after giving effect on a Pro Forma Basis to the proposed Investment (it being understood that for purposes of calculating amounts outstanding pursuant to this clause (d)(ii), such amount shall be calculated on a net basis (without duplication of the reduction of the amount of any Receivables Entity, such Investment in respect of Returns on such Investment pursuant to a Permitted Receivables Financing the definition of “Investment”) giving effect to all Investments (I) in the Loan Parties by and Returns to the Loan Parties from Restricted Subsidiaries that are not Loan Parties and (II) in the Loan Parties by Joint Ventures and Unrestricted Subsidiaries); provided, further, that to the extent that any such Investments under this clause (d) constitute loans or advances made to any Loan Party, such loans or advances shall be subordinated in right of payment to the Obligations upon the occurrence of an Event of Default pursuant to Section 7.01(h) or (i) or upon the acceleration of the Obligations pursuant to Section 7.01 after the occurrence of any other Event of Default; (e) Investments made by the Parent or any Restricted Subsidiary in any Joint Venture or any Unrestricted Subsidiary in an aggregate amount not to exceed $75,000,000 at any one time outstandingoutstanding the greater of (A) $150,000,000 and (B) 10% of Consolidated EBITDA as of the Applicable Date of Determination after giving effect on a Pro Forma Basis to each proposed Investment (it being understood that for purposes of calculating amounts outstanding pursuant to this clause (e), such amount shall be calculated on a net basis (without duplication of the reduction of the amount of any such Investment in respect of Returns on such Investment pursuant to the definition of “Investment”) giving effect to all Investments (I) in the Loan Parties by and Returns to the Loan Parties from Restricted Subsidiaries that are not Loan Parties and in the Loan Parties by Joint Ventures and Unrestricted Subsidiaries); (ef) investments Investments made by any Restricted Subsidiary that is not a Loan Party in the Parent or any Restricted Subsidiary; provided that to the extent that any such Investments constitute loans or advances made to any Loan Party, such loans or advances shall be subordinated in right of payment to the Obligations upon the occurrence of an Event of Default pursuant to Section 7.01(h) or (i) or upon the acceleration of the Obligations pursuant to Section 7.01 after the occurrence of any other Event of Default; (g) [Reserved]; (h) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliessuppliers, or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (i) Investments in respect of Swap Agreements not entered into for speculative purposes, Cash Management Agreements and Cash Management Services; (j) Investments of any Person existing at the time such Person becomes a Restricted Subsidiary or consolidates, amalgamates or merges with the Parent or any Restricted Subsidiary (including in connection with an Acquisition or other Investment permitted hereunder); provided that such Investment was not made in contemplation of such Person becoming a Restricted Subsidiary or such consolidation or merger; (k) Investments resulting from pledges or deposits described in clause (c) or (d) of the definition of the term “Permitted Encumbrance”; (l) Investments received in connection with the disposition of any asset in accordance with and to the extent permitted by Section 6.05 (other than Section 6.05(d)); (m) receivables or other trade payables owing to the Parent or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as the Parent or such Restricted Subsidiary deems reasonable under the circumstances; (n) Investments resulting from Liens permitted under Section 6.02; (o) Investments in deposit accounts and securities accounts opened in the ordinary course of business; (p) Investments in connection with Intercompany License Agreements; (q) other Investments (including those of the type otherwise described herein) made after the Effective Date in an aggregate amount at any time outstanding not to exceed the greater of (x) $225,000,000 and (y) 15% of Consolidated EBITDA as of the Applicable Date of Determination after giving effect on a Pro Forma Basis to each such proposed Investment pursuant to this clause (q); (r) Investments consisting of xxxx xxxxxxx money deposits in connection with a Permitted Acquisition or other Investment permitted hereunder; (s) Investments solely to the extent such Investments reflect an increase in the value of Investments otherwise permitted under this Section 6.04; (t) the acquisition of additional Equity Interests of Restricted Subsidiaries from minority shareholders (it being understood that to the extent that any Restricted Subsidiary that is not a Loan Party is acquiring Equity Interests from minority shareholders then this clause (t) shall not in and of itself create, or increase the capacity under, any basket for Investments by Loan Parties in any Restricted Subsidiary that is not a Loan Party); (u) Investments consisting of endorsements for collection or deposit in the ordinary course of business; (a) Investments in any Receivables Facility or any Securitization Subsidiary in order to effectuate a Qualified Securitization Financing, including the ownership of Equity Interests in such Securitization Subsidiary and (b) distributions or payments of Securitization Fees and purchases of Securitization Assets or Receivables Assets pursuant to a Securitization Repurchase Obligation in connection with a Qualified Securitization Financing or a Receivables Facility; (w) Investments in Equity Interests in any Subsidiary resulting from any sale, transfer or other disposition by the Parent or any Subsidiary permitted by Section 6.05, including as a result of any contribution from any parent or distribution to any Subsidiary of such Equity Interests; (x) contributions to a “rabbi” trust for the benefit of employees or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (y) loans or advances to officers, partners, directors, consultants and employees of the Parent or any Restricted Subsidiary for (A) relocation, entertainment, travel expenses, drawing accounts and similar expenditures and (B) for other purposes in the aggregate amount not to exceed $15,000,000 at any time outstanding; (z) other Investments (including those of the type otherwise referred to herein) in an aggregate amount not to exceed the Available Amount; (aa) Investments consisting of or resulting from Indebtedness, Liens, Restricted Payments, fundamental changes and dispositions permitted under Section 6.01 (other than Section 6.01(a)(ii) and (a)(iii)(B)(y)), Section 6.02, Section 6.03 (other than Section 6.03(a)(vi) and (b)(viii)), Section 6.05 (other than Section 6.05(b)) and Section 6.08 (other than Section 6.08(xi)), respectively; (bb) Loans repurchased by the Parent or a Restricted Subsidiary pursuant to and in accordance with Section 2.11(i) or Section 9.04, so long as such Loans are immediately cancelled; (cc) cash or property distributed from any Restricted Subsidiary that is not a Loan Party (i) may be contributed to other Restricted Subsidiaries that are not Loan Parties, and (ii) may pass through the Parent and/or any intermediate Restricted Subsidiaries, so long as all part of a series of related transactions and such transaction steps are not unreasonably delayed and are otherwise permitted hereunder; (dd) Investments to the extent that payment for such Investments is made solely with Equity Interests (other than any Disqualified Equity Interests) of the Parent, or proceeds of an equity contribution initially made to the Parent, in each case, that have not increased the Available Amount or the Cure Amount; (ee) Guarantee obligations of the Parent or any Restricted Subsidiary in respect of letters of support, guarantees or similar obligations issued, made or incurred for the benefit of any Restricted Subsidiary to the extent required by law or in connection with any statutory filing or the delivery of audit opinions performed in jurisdictions other than within the United States; (ff) (i) loans and advances to Parent or any Parent Entity in lieu of, and not in excess of the amount of (after giving effect to any other such loans or advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to be made in accordance with Section 6.08 (other than Section 6.08(a)(xi)) or (ii)other Investments in lieu of and not in excess of the amount of (after giving effect to any other such Investments or payments, redemptions, repurchases, retirements, terminations or cancellations of Indebtedness pursuant to Section 6.08(b)(ix)), Restricted Payments to the extent permitted to be made in accordance with Section 6.08(a)(xiv); (gg) Investments by the Parent or a Restricted Subsidiary in any Restricted Subsidiary pursuant to the Permitted Tax Restructuring; (hh) asset purchases (including purchases of inventory, supplies and materials) and the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons, in each case in the ordinary course of business; (fii) extensions of trade credit Guarantees by the Borrower Group Members Parent or any Restricted Subsidiary of leases (other than Capital Lease Obligations), contracts, or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business;; and (gjj) investments made as a result other Investments; provided that at the time of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans and advances made in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; (i) Permitted Acquisitions by the Borrower Group Members; (j) additional investments by the Borrower Group Members so long as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) making such Investment no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) First Lien Leverage Ratio computed on a Pro Forma Basis as of the relevant Test Period Applicable Date of Determination is less than 3.50:1.00. For the avoidance of doubt, if an Investment would be permitted under any provision of this Section 6.04 (other than Section 6.04(b)(ii)) and as though a Permitted Acquisition, such investments had been Investment need not satisfy the requirements otherwise applicable to Permitted Acquisitions unless such Investments are consummated as of the first day of such Test Period; and (l) in reliance on Section 6.04(b)(ii). In addition, to the extent an Investment is permitted to be made by Parent or a Restricted Subsidiary directly in any Restricted Subsidiary or any other Person who is not a Loan Party (each such person, a “Target Person”) under any provision of this Section 6.04, such Investment may be made by advance, contribution or distribution directly or indirectly to the Parent and further advanced or contributed by the Parent to a Loan Party or other Restricted Subsidiary for purposes of ultimately making the relevant Investment in the Target Person without constituting investmentsan Investment for purposes of Section 6.04 (it being understood that such Investment must satisfy the requirements of, transactions permitted and shall count toward any thresholds or baskets in, the applicable clause under Section 6.01, Section 6.03, Section 6.04 or Section 6.06as if made by the applicable Restricted Subsidiary directly to the Target Person).

Investments. The Borrower Borrowers and their direct and indirect Subsidiaries shall not, nor shall it permit any of its Subsidiaries toeither directly or indirectly, make or have outstanding any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any PersonInvestment, other than (collectively, “Permitted Investments”):except: (a) Cash Equivalentscapital contributions or loans by the Borrowers to any Wholly-Owned Subsidiary, or by any Subsidiary to any other Wholly-Owned Subsidiary; (b) Hedging Arrangements Investments constituting Debt permitted under by Section 6.129.1; (c) investments Contingent Liabilities constituting Debt permitted by the Borrower Section 9.1 or any of its Subsidiaries in any Subsidiary of the BorrowerLiens permitted by Section 9.2; (d) investments by OpCo and its subsidiaries in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstandingCash Equivalent Investments; (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and supplies, in each case bank deposits in the ordinary course of business, provided that the aggregate amount of all such deposits (excluding amounts in payroll accounts or for accounts payable, in each case to the extent that checks have been issued to third parties) which are maintained with any bank other than Lender shall not at any time exceed $250,000, unless any such amount in excess of $250,000 is swept to Lender on a daily basis pursuant to Section 8.21 above; (f) extensions Investments in securities of trade credit Account Debtors received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such account debtors; (g) Permitted Acquisitions made after the date of this Agreement; (h) Investments listed on Schedule 9.3 as of the Closing Date; (i) Investments in publicly traded securities not in excess of $5,000,000 outstanding at any time, provided (a) no Event of Default exists at the time of any such Investment, and (b) no Loan proceeds are used to purchase all or any portion of such Investments. (j) bank deposits maintained by the Borrower Group Members Borrowers’ foreign Subsidiaries and Affiliates in non-United States bank accounts in the ordinary course of business; (g) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans and advances made in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; . provided, however, that (i) Permitted Acquisitions by any Investment which when made complies with the Borrower Group Members; (j) additional investments by requirements of the Borrower Group Members so long as definition of the aggregate amount invested, loaned or advanced does term “Cash Equivalent Investment” may continue to be held notwithstanding that such Investment if made thereafter would not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) comply with such requirements; and (ii) the Borrower would no Investment otherwise permitted by subsections (b) or (c) shall be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as permitted to be made if, immediately before or after giving effect thereto, any Event of the relevant Test Period as though such investments had been consummated as Default or Unmatured Event of the first day of such Test Period; and (l) to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06Default exists.

Investments. The Borrower shall notNot, nor shall it and not permit any other Loan Party or any non-domestic Subsidiary of its Subsidiaries a Loan Party to, make or permit to exist any investments Investment in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”):except the following: (ai) Cash Equivalents; (b) Hedging Arrangements permitted under Section 6.12; (c) investments contributions by the Borrower Company to the capital of any Wholly-Owned Subsidiary, or by any Subsidiary to the capital of any other domestic Wholly-Owned Subsidiary, so long as the recipient of any such capital contribution has guaranteed the Obligations and such guaranty is secured by a pledge of all of its Subsidiaries in any Subsidiary Capital Securities and substantially all of the Borrower; (d) investments by OpCo its real and its subsidiaries in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstanding; (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliespersonal property, in each case in accordance with Section 10.10; (ii) Investments constituting Debt permitted by Section 11.1; (iii) Contingent Liabilities constituting Debt permitted by Section 11.1 or Liens permitted by Section 11.2; (iv) Cash Equivalent Investments; (v) bank deposits in the ordinary course of business; (fvi) extensions of trade credit by a loan from the Borrower Group Members in Company to Vapor Management for the ordinary course of business; (g) investments made as a result consummation of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans and advances made in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees Vapor Power Sale in an aggregate principal amount outstanding not to exceed $3,000,000 567,709.52; (vii) intercompany loans or investments by domestic Loan Parties to or in domestic Loan Parties; (viii) Investments to or in Ventures or non-domestic Subsidiaries of the Company in an aggregate amount at any time outstandingof calculation not in excess of $65,000,000; (iix) Permitted Acquisitions loans by non-domestic Subsidiaries to the Borrower Group MembersCompany, provided that each such loan is subject to a subordination agreement satisfactory to Administrative Agent; (jx) additional investments Investments to consummate Acquisitions permitted by the Borrower Group Members so long as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test Period11.5; and (lxi) Investments listed on Schedule 11.11 as of the Closing Date, provided that (x) any Investment which when made complies with the requirements of the definition of the term “Cash Equivalent Investment” may continue to the extent constituting investmentsbe held notwithstanding that such Investment if made thereafter would not comply with such requirements; (y) no Investment otherwise permitted by clause (h), transactions or (j) shall be permitted under Section 6.01to be made if, Section 6.03immediately before or after giving effect thereto, Section 6.04 any Event of Default or Section 6.06Unmatured Event of Default exists.

Investments. The Not make or permit to exist any Investment in any other Person, except the following: (i) contributions by Borrower shall notto the capital of any domestic Wholly-Owned Subsidiary that is a Loan Party, nor shall it permit or by any Subsidiary to the capital of any other domestic Wholly-Owned Subsidiary that is a Loan Party, so long as the recipient of any such capital contribution has guaranteed the Obligations and such guaranty is secured by a pledge of all of its Subsidiaries to, make any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”): (a) Cash Equivalents; (b) Hedging Arrangements permitted under Section 6.12; (c) investments by the Borrower or any Capital Securities and substantially all of its Subsidiaries in any Subsidiary of the Borrower; (d) investments by OpCo real and its subsidiaries in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstanding; (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliespersonal property, in each case in accordance with Section 10.10; (ii) Investments constituting Debt permitted by Section 11.1; 73 (iii) Contingent Liabilities constituting Debt permitted by Section 11.1 or Liens permitted by Section 11.2; (iv) Cash Equivalent Investments; (v) bank deposits in the ordinary course of business; (fvi) extensions Investments in securities of trade credit by Account Debtors received pursuant to any plan of reorganization or similar arrangement upon the Borrower Group Members in the ordinary course bankruptcy or insolvency of businesssuch Account Debtors; (gvii) investments Investments consisting of loans made as a result of by Borrower to Goldline in the receipt of non‑cash consideration from dispositions in compliance with amounts and to the extent permitted under Section 6.0111.1(x); (hviii) loans and advances made Investments which constitute Repos; (ix) the ownership (direct or indirect) of the Capital Securities of AM Capital Funding; (x) Investment in CFC Loans permitted hereunder; (xi) Investments listed on Schedule 11.11 as of the ordinary course Closing Date; (xii) Investments in Excluded Subsidiaries as of business the Closing Date; (xiii) [Reserved]. (xiv) contributions by Borrower to the Borrower’s or any capital of its Subsidiaries’ employees CyberMetals in an aggregate principal amount not to exceed $3,000,000 at 2,000,000; and (xv) other Investments, together with those permitted by the other clauses of this Section 11.11 and all Permitted Acquisitions; provided, that immediately after giving effect to the consummation of any time outstandingsuch Investment or Permitted Acquisition: (A) with respect to any Permitted Acquisition or Investment where the aggregate consideration paid in connection with the Permitted Acquisition or Investment is less than $25,000,000 (for purposes hereof, consideration shall include all amounts paid or payable in connection with a Permitted Acquisition or Investment (including all transaction costs and all debt, liabilities and contingent obligations incurred or assumed in connection therewith)), the Loan Parties shall be in compliance on a pro forma basis with the covenants set forth in Section 11.14 (after (1) decreasing the then applicable compliance level by 0.25 in the case of Section 11.14(c) and (2) increasing the Fixed Charge Coverage Ratio compliance level to 1.35 to 1.00); (iB) with respect to any Permitted Acquisition or Investment where the aggregate consideration paid in connection with the Permitted Acquisition or Investment is equal to or greater than $25,000,000 (for purposes hereof, consideration shall include all amounts paid or payable in connection with a Permitted Acquisition or Investment (including all transaction costs and all debt, liabilities and contingent obligations incurred or assumed in connection therewith)), the Loan Parties shall be in compliance on a pro forma basis with the covenants set forth in Section 11.14 (after (1) decreasing the then applicable compliance level by 0.50 in the case of Section 11.14(c) and (2) increasing the Fixed Charge Coverage Ratio compliance level to 1.50 to 1.00); (C) with respect to any Permitted Acquisition or Investment where the aggregate consideration paid in connection with the Permitted Acquisition or Investment is less than $25,000,000 (for purposes hereof, consideration shall include all amounts paid or payable in connection with a Permitted Acquisition or Investment (including all transaction costs and all debt, liabilities and contingent obligations incurred or assumed in connection therewith)), Excess Availability, calculated on a pro forma basis, shall be equal to or greater than $25,000,000; 74 (D) with respect to any Permitted Acquisition or Investment where the aggregate consideration paid in connection with the Permitted Acquisition or Investment is equal to or greater than $25,000,000 (for purposes hereof, consideration shall include all amounts paid or payable in connection with a Permitted Acquisition or Investment (including all transaction costs and all debt, liabilities and contingent obligations incurred or assumed in connection therewith)), Excess Availability, calculated on a pro forma basis, shall be equal to or greater than $35,000,000; and (E) the Loan parties shall not consummate more than three (3) Permitted Acquisitions by and Investments permitted under this Section 11.11(xv) in any Fiscal Year; provided, that if the Borrower Group Members; Loan Parties consummate two (j2) additional investments by or less Permitted Acquisitions or Investments permitted under this Section 11.11(xv) in any Fiscal Year, then the Borrower Group Members so long as Loan Parties shall be permitted to consummate not more than four (4) Permitted Acquisitions and Investments permitted under this Section 11.11(xv) in the immediately following Fiscal Year; provided further that, the Loan Parties shall not consummate more than one (1) Permitted Acquisition or Investments permitted under this Section 11.11(xv) during the term of this Agreement where the aggregate amount investedconsideration paid in connection with the Permitted Acquisition or Investment is equal to or greater than $25,000,000 (for purposes hereof, loaned consideration shall include all amounts paid or advanced does payable in connection with an Acquisition (including all transaction costs and all debt, liabilities and contingent obligations incurred or assumed in connection therewith)) without the prior approval of the Required Lenders; provided further that, the aggregate consideration paid in connection with any single Permitted Acquisition (or series of related Acquisitions) shall not exceed be greater than $10,000,000 200,000,000 in the aggregate (for purposes hereof, consideration shall include all amounts paid or payable in connection with an Acquisition (including all transaction costs and all debt, liabilities and contingent obligations incurred or assumed in connection therewith). provided that (x) any fiscal year; Investment which when made complies with the requirements of the definition of the term “Cash Equivalent Investment” may continue to be held notwithstanding that such Investment if made thereafter would not comply with such requirements; (ky) additional investments so long as both no Investment otherwise permitted by this Section 11.11 shall be permitted to be made if, immediately before and or after giving effect thereto (i) no thereto, any Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test Period; and (l) to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06exists.

Investments. The Borrower shall Issuer will not, nor shall it and will not permit any of its Subsidiaries Restricted Subsidiary to, make any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any PersonInvestments, other than (collectively, “Permitted Investments”):except: (a) Investments in cash and Cash EquivalentsEquivalents and assets that were Cash Equivalents when such Investment was made; (bi) Hedging Arrangements permitted under Section 6.12[reserved] and (ii) Permitted Acquisitions and any Investments in any Restricted Subsidiary to permit the consummation of Permitted Acquisitions; (c) investments (i) Investments existing on the Closing Date, (ii) Investments contemplated on the Closing Date and set forth on Schedule 6.04(c), and (iii) Investments consisting of any modification, replacement, renewal, reinvestment or extension of any such Investment; provided that the amount of any Investment permitted pursuant to this Section 6.04(c) is not increased from the amount of such Investment on the Closing Date except pursuant to the terms of such Investment (including in respect of any unused commitment), plus any accrued but unpaid interest (including any portion thereof which is payable in kind in accordance with the terms of such modified, extended, renewed or replaced Investment) and premium payable by the Borrower or any terms of its Subsidiaries in any Subsidiary such Indebtedness thereon and fees and expenses associated therewith as of the BorrowerClosing Date or as otherwise permitted by this Section 6.04; (i) Investments between and among the Issuer and any of the Subsidiary Note Parties; (ii) [reserved]; (iii) [reserved]; and (iv) Investments by the Issuer and any Subsidiary Note Party to any Restricted Subsidiary that is not a Note Party; provided that such Investments made after the Closing Date pursuant to clause (d)(iv) shall not exceed the greater of (A) $25,000,000 and (B) 17% of Consolidated EBITDA for the most recently ended four fiscal quarter period for which financial statements are available after giving effect on a Pro Forma Basis to each proposed Investment pursuant to this clause (d)(iv) (it being understood that for purposes of calculating amounts outstanding pursuant to this clause (d)(iv), such amount shall be calculated on a net basis (without duplication of the reduction of the amount of any such Investment in respect of Returns on such Investment pursuant to the definition of “Investment”) giving effect to all Investments in the Issuer and the Subsidiary Note Parties by and Returns to the Issuer and the Subsidiary Note Parties from Restricted Subsidiaries that are not Note Parties and in the Issuer and the Subsidiary Note Parties by Joint Ventures and Unrestricted Subsidiaries); provided, further, that to the extent that any such Investments under this clause (d) investments by OpCo and its subsidiaries constitute loans or advances made to any Note Party, such loans or advances shall be subordinated in right of payment to the equity Obligations upon the occurrence of an Event of Default pursuant to Section 7.01(h) or (i) or upon the acceleration of the Obligations pursuant to Section 7.01 after the occurrence of any Receivables Entity, pursuant to a Permitted Receivables Financing other Event of Default. (e) Investments made by the Issuer or any Restricted Subsidiary in any Joint Venture or any Unrestricted Subsidiary in an aggregate amount of such Investments made after the Closing Date pursuant to this clause (e) not to exceed the greater of (A) $75,000,000 at 35,000,000 and (B) 24% of Consolidated EBITDA for the most recently ended four fiscal quarter period for which financial statements are available after giving effect on a Pro Forma Basis to each proposed Investment (it being understood that for purposes of calculating amounts outstanding pursuant to this clause (e), such amount shall be calculated on a net basis (without duplication of the reduction of the amount of any one time outstandingsuch Investment in respect of Returns on such Investment pursuant to the definition of “Investment”) giving effect to all Investments in the Issuer and the Subsidiary Note Parties by and Returns to the Issuer and the Subsidiary Note Parties from Restricted Subsidiaries that are not Note Parties and in the Issuer and the Subsidiary Note Parties by Joint Ventures and Unrestricted Subsidiaries); (ef) investments Investments made by any Restricted Subsidiary that is not a Note Party in the Issuer or any Restricted Subsidiary; provided that to the extent that any such Investments constitute loans or advances made to any Note Party, such loans or advances shall be subordinated in right of payment to the Obligations upon the occurrence of an Event of Default pursuant to Section 7.01(h) or (i) or upon the acceleration of the Obligations pursuant to Section 7.01 after the occurrence of any other Event of Default; (g) (A) non-cash loans or advances to employees, partners, officers and directors of Holdco, the Issuer or any Subsidiary in connection with such Person’s purchase of Equity Interests of Holdco or any Parent Entity (or Public Company after the consummation of an IPO) and (B) promissory notes received from stockholders of the Issuer, Holdco, any Parent Entity or any Subsidiary in connection with the exercise of stock options in respect of the Equity Interests of the Issuer, Holdco, any Parent Entity and the Subsidiaries; (h) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliessuppliers, or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment or received as a result of the settlement, compromise or resolution of litigation, arbitration or other disputes with Persons who are not Affiliates; (i) Investments in respect of Swap Agreements and Cash Management Services not entered into for speculative purposes; (j) Investments of any Person existing at the time such Person becomes a Restricted Subsidiary or consolidates, amalgamates or merges with the Issuer or any Restricted Subsidiary (including in connection with an Acquisition or other Investment permitted hereunder); provided that such Investment was not made in contemplation of such Person becoming a Restricted Subsidiary or such consolidation or merger; (k) Investments resulting from pledges or deposits described in clause (c) or (d) of the definition of the term “Permitted Encumbrances”; (l) Investments received in connection with the disposition of any asset in accordance with and to the extent permitted by Section 6.05 (other than Section 6.05(d)); (m) receivables or other trade payables owing to the Issuer or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as the Issuer or such Restricted Subsidiary deems reasonable under the circumstances; (n) Investments resulting from Liens permitted under Section 6.02; (o) Investments in deposit accounts and securities accounts opened in the ordinary course of business; (p) [Reserved]; (q) other Investments (including those of the type otherwise described herein) made after the Closing Date in an aggregate amount at any time outstanding not to exceed the greater of (x) $35,000,000 and (y) 24% of Consolidated EBITDA as of the Applicable Date of Determination after giving effect on a Pro Forma Basis to each such proposed Investment pursuant to this clause (q); (r) Investments consisting of xxxx xxxxxxx money deposits in connection with a Permitted Acquisition or other Investment permitted hereunder; (s) Investments solely to the extent such Investments reflect an increase in the value of Investments otherwise permitted under this Section 6.04; (t) the acquisition of additional Equity Interests of Restricted Subsidiaries from minority shareholders (it being understood that to the extent that any Restricted Subsidiary that is not a Note Party is acquiring Equity Interests from minority shareholders then this clause (t) shall not in and of itself create, or increase the capacity under, any basket for Investments by Note Parties in any Restricted Subsidiary that is not a Note Party); (u) Investments consisting of endorsements for collection or deposit in the ordinary course of business; (a) Investments in any Receivables Facility or any Securitization Subsidiary in order to effectuate a Qualified Securitization Financing, including the ownership of Equity Interests in such Securitization Subsidiary and (b) distributions or payments of Securitization Fees and purchases of Securitization Assets or Receivables Assets pursuant to a Securitization Repurchase Obligation in connection with a Qualified Securitization Financing or a Receivables Facility; (w) Investments in Equity Interests in any Subsidiary resulting from any sale, transfer or other disposition by the Issuer or any Subsidiary permitted by Section 6.05, including as a result of any contribution from any parent or distribution to any Subsidiary of such Equity Interests; (x) contributions to a “rabbi” trust for the benefit of employees or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Issuer; (y) loans or advances to officers, partners, directors, consultants and employees of Holdco, the Issuer or any Restricted Subsidiary for (A) relocation, entertainment, travel expenses, drawing accounts and similar expenditures and (B) for other purposes in the aggregate amount not to exceed $5,000,000 at any time outstanding; (z) other Investments (including those of the type otherwise referred to herein) in an aggregate amount not to exceed the Available Amount so long as no Specified Event of Default has occurred and is continuing or would result from the making of such Investment; (aa) Investments consisting of or resulting from Indebtedness, Liens, Restricted Payments, fundamental changes and dispositions permitted under Section 6.01 (other than Section 6.01(a)(ii) and (a)(iii)), Section 6.02, Section 6.03 (other than Section 6.03(a)(vi) and (b)(viii)), Section 6.05 (other than Section 6.05(b)) and Section 6.08 (other than Section 6.08(a)(xi)), respectively; (bb) Notes repurchased by the Issuer or a Restricted Subsidiary pursuant to and in accordance with Section 2.11(i) or Section 9.04, so long as such Notes are immediately cancelled; (cc) cash or property distributed from any Restricted Subsidiary that is not a Note Party (i) may be contributed to other Restricted Subsidiaries that are not Note Parties, and (ii) may pass through the Issuer and/or any intermediate Restricted Subsidiaries, so long as all part of a series of related transactions and such transaction steps are not unreasonably delayed and are otherwise permitted hereunder; (dd) Investments to the extent that payment for such Investments is made solely with Equity Interests (other than any Disqualified Equity Interests) of the Issuer, Holdco or any Parent Entity (or, if after an IPO, Public Company) or proceeds of an equity contribution initially made to Holdco (and Not Otherwise Applied) in each case to the extent contributed to the Qualified Equity Interests of the Issuer; (ee) Guarantee obligations of the Issuer or any Restricted Subsidiary in respect of letters of support, guarantees or similar obligations issued, made or incurred for the benefit of any Restricted Subsidiary of the Issuer to the extent required by law or in connection with any statutory filing or the delivery of audit opinions performed in jurisdictions other than within the United States; (ff) (i) loans and advances to Holdco or any Parent Entity (or Public Company after the consummation of an IPO) in lieu of, and not in excess of the amount of (after giving effect to any other such loans or advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to be made in accordance with Section 6.08 (other than Section 6.08(a)(xi)) or (ii) other Investments in lieu of and not in excess of the amount of (after giving effect to any other such Investments or payments, redemptions, repurchases, retirements, terminations or cancellations of Indebtedness pursuant to Section 6.08(b)(ix)), Restricted Payments to the extent permitted to be made in accordance with Section 6.08(a)(xiv); (gg) [reserved]; (hh) purchases and acquisitions (including purchases of inventory, equipment, supplies and materials and of services) and the licensing, sublicensing or contribution of Intellectual Property pursuant to joint marketing arrangements with other Persons, in each case in the ordinary course of business; (fii) extensions of trade credit Guarantees by the Borrower Group Members Issuer or any Restricted Subsidiary of leases (other than capital leases), contracts, or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (gjj) investments made additional Investments; provided that as of the Applicable Date of Determination after giving effect on a Pro Forma Basis to each such proposed Investment pursuant to this clause (jj), (i) the Total Net Leverage Ratio shall be no greater than 4.50:1.00 and (ii) no Event of Default shall have occurred and be continuing; and (kk) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance and similar deposits entered into as a result of the receipt operations of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans and advances made the business in the ordinary course of business business. For the avoidance of doubt, if an Investment would be permitted under any provision of this Section 6.04 (other than Section 6.04(b)) and as a Permitted Acquisition, such Investment need not satisfy the requirements otherwise applicable to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; (i) Permitted Acquisitions by the Borrower Group Members; (j) additional investments by the Borrower Group Members so long as the aggregate amount investedunless such Investments are consummated in reliance on Section 6.04(b). In addition, loaned or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test Period; and (l) to the extent an Investment is permitted to be made by a Restricted Subsidiary directly in any Restricted Subsidiary or any other Person who is not a Note Party (each such person, a “Target Person”) under any provision of this Section 6.04, such Investment may be made by advance, contribution or distribution directly or indirectly to the Issuer and further advanced or contributed by the Issuer to a Subsidiary Note Party or other Restricted Subsidiary for purposes of ultimately making the relevant Investment in the Target Person without constituting investmentsan Investment for purposes of Section 6.04 (it being understood that such Investment must satisfy the requirements of, transactions permitted and shall count toward any thresholds or baskets in, the applicable clause under Section 6.01, Section 6.03, Section 6.04 or Section 6.06as if made by the applicable Restricted Subsidiary directly to the Target Person).

Investments. The Borrower shall notNot, nor shall it and not permit any of its Subsidiaries other Loan Party to, make or permit to exist any investments Investment in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”):except the following: (a) Cash EquivalentsThe creation of any Wholly-Owned Subsidiary and contributions by Borrower to the capital of any Wholly-Owned Subsidiary of Borrower, so long as the recipient of any such contribution has guaranteed the Obligations and such guaranty is secured by a pledge of all of its equity interests and substantially all of its real and personal property, in each case in accordance with Section 6.8; (b) Hedging Arrangements permitted under Section 6.12Cash Equivalent Investments; (c) investments by bank deposits in the Borrower or any ordinary course of its Subsidiaries in any Subsidiary of the Borrowerbusiness; (d) investments by OpCo and its subsidiaries in Investments listed on Schedule 7.10 as of the equity Closing Date, together with any roll-over or reinvestment of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstandingsuch Investment(s); (e) investments any purchase or other acquisition by Borrower or any Wholly-Owned Subsidiary of Borrower of the assets or equity interests of any Subsidiary of Borrower; (f) transactions among Loan Parties permitted by Section 7.4; (g) Hedging Obligations permitted under Section 7.1(d); (h) (i) advances given to employees and directors in the ordinary course of business and (ii) other emergency or special circumstance advances given to employees not to exceed in the case of clauses (i) and (ii) taken together $100,000 in the aggregate outstanding at any time; (i) lease, utility and other similar deposits made in the ordinary course of business and trade credit extended in the ordinary course of business; (j) Investments consisting of the non-cash portion of the consideration received in respect of Dispositions permitted hereunder; (k) Investments resulting from or otherwise constituting Acquisitions not to exceed $100,000 in the aggregate during any calendar year of the term of this Loan; provided that for purposes of calculating such aggregate annual Investments during any calendar year, such calculation shall exclude (i) any payments made by or on behalf of Borrower based solely on actual sales, revenues or other income-related metrics, (ii) any payments to be made in relation to such Investment after the Maturity Date and (iii) any payments made during such calendar year in relation to Products in existence as of the Closing Date and/or Investments made by Borrower prior to the Closing Date; (l) Investments permitted by Borrower or any Loan Party as a result of the receipt of insurance and/or condemnation proceeds in accordance with the Loan Documents; and (m) Investments (i) received as a result of the bankruptcy or reorganization of any Person or taken in settlement of or other resolution of claims or disputes or (ii) in securities of customers and suppliers received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and bona fide disputes with, customers and suppliessuppliers, and, in each case in the ordinary course of business; (f) extensions of trade credit by the Borrower Group Members in the ordinary course of business; (g) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans case, extensions, modifications and advances made in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; (i) Permitted Acquisitions by the Borrower Group Members; (j) additional investments by the Borrower Group Members so long as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test Period; and (l) to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06renewals thereof.

Investments. The Borrower shall will not, nor shall will it permit any of its Subsidiaries to, acquire, make or enter into, or hold, any investments Investments except: operating deposit accounts with banks; Investments by the Borrower and the Subsidiary Guarantors in the Borrower and the Subsidiary Guarantors; Hedging Agreements entered into in the ordinary course of the Borrower’s business for financial planning and not for speculative purposes; Portfolio Investments by the Borrower and its Subsidiaries to the extent such Portfolio Investments are permitted under the Investment Company Act (to the extent such applicable Person is subject to the Investment Company Act) and the Investment Policies (as amended by Permitted Policy Amendments); provided, however, that no Investment in any equity or debt securities Joint Venture (issued by Persons other than the BorrowerI-45 Entities, the Investments in which are addressed in Section 6.04(i) below) shall be permitted unless (i) immediately prior to, and immediately after giving effect to such contribution, (A) no Default or make Event of Default exists, (B) the Obligors’ Net Worth exceeds $225,000,000 and the Borrower is in pro forma compliance with each of the covenants set forth in Sections 6.07(a), (b), (d) and (e) and (C) prior to and immediately after giving effect to the contribution, the Covered Debt Amount does not or would not exceed the Borrowing Base then in effect and (ii) on the date of such contribution, the Borrower delivers to the Administrative Agent and each Lender (x) a Borrowing Base Certificate as at such date demonstrating compliance with subclause (C) after giving effect to such contribution and (y) a certification from a Financial Officer certifying to subclauses (A) and (B); Equity Interests in (or capital contribution to) SBIC Subsidiaries to the extent not prohibited by Section 6.03(e); Investments by any loan or advance to any Person, other than (collectively, “Permitted Investments”): (a) SBIC Subsidiary; Investments in Cash and Cash Equivalents; (b; Investments described on Schedule 3.12(b) Hedging Arrangements permitted under Section 6.12; (c) investments hereto; Investments in I-45 Entities; provided that, after the aggregate amount of all contributions made by the Borrower or any of its Subsidiaries (whether individually or collectively) to I-45 Entities exceeds or will exceed, after giving effect to such contribution, $68,000,000, no Investment in any Subsidiary of the Borrower; (d) investments by OpCo and its subsidiaries in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstanding; (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and supplies, in each case in the ordinary course of business; (f) extensions of trade credit by the Borrower Group Members in the ordinary course of business; (g) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans and advances made in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; I-45 Entity shall be permitted unless (i) Permitted Acquisitions by the Borrower Group Members; (j) additional investments by the Borrower Group Members so long as the aggregate amount investedimmediately prior to, loaned or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and immediately after giving effect thereto to such contribution, (iA) no Default or Event of Default has occurred exists, (B) the Obligors’ Net Worth exceeds $225,000,000 and the Borrower is continuing under Article VII(ain pro forma compliance with each of the covenants set forth in Sections 6.07(a), Article VII(b(b), Article VII(f)(d) and (e) and (C) prior to and immediately after giving effect to the contribution, Article VII(g), Article VII(h) the Covered Debt Amount does not or Article VII(l) would not exceed the Borrowing Base then in effect and (ii) on the date of such contribution, the Borrower would be in delivers to the Administrative Agent and each Lender (x) a Borrowing Base Certificate as at such date demonstrating compliance with subclause (C) after giving effect to such contribution and (y) a certification from a Financial Officer certifying to subclauses (A) and (B); and additional Investments up to but not exceeding $5,000,000 in the financial covenant aggregate (for purposes of this clause (j), the aggregate amount of an Investment at any time shall be deemed to be equal to (A) the aggregate amount of cash, together with the aggregate fair market value of property loaned, advanced, contributed, transferred or otherwise invested that gives rise to such Investment (calculated at the time such Investment is made), minus (B) the aggregate amount of dividends, distributions or other payments received in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day cash in respect of such Test PeriodInvestment; and (l) to provided that in no event shall the extent constituting investmentsaggregate amount of any Investment be less than zero; and provided further that the amount of any Investment shall not be reduced by reason of any write-off of such Investment, transactions permitted under Section 6.01nor increased by way of any increase in the amount of earnings retained in the Person in which such Investment is made that have not been dividend, Section 6.03, Section 6.04 distributed or Section 6.06otherwise paid out).

Investments. The Borrower shall notMake any advance, nor shall it permit any loan, extension of its Subsidiaries credit (by way of guaranty, pledging of assets or otherwise) or capital contribution to, make or purchase any investments in any equity Capital Stock, bonds, notes, debentures or other debt securities (issued by Persons other than the Borrower) of, or any assets constituting a business line or unit of, or a division of, or make any loan or advance to other investment in, any Person, other than Person (collectivelyall of the foregoing, “Permitted Investments”):), except: (a) extensions of trade credit in the ordinary course of business; (b) Investments in cash and Cash Equivalents; (b) Hedging Arrangements permitted under Section 6.12; (c) investments Guarantee Obligations expressly permitted by the Borrower or any of its Subsidiaries in any Subsidiary of the BorrowerSection 8.2; (d) investments by OpCo loans and its subsidiaries advances to employees of any Group Member in the equity ordinary course of any Receivables Entitybusiness (including for travel, pursuant to a Permitted Receivables Financing entertainment and relocation expenses) in an aggregate amount not to exceed $75,000,000 500,000 in the aggregate at any one time outstanding; (e) investments subject to the last paragraph of this Section 8.8, Investments by any BA Loan Party in BA or any of BA’s Subsidiaries; provided that (i) any such Investments made pursuant to this clause (e) in a Domestic Subsidiary shall be in a Wholly Owned Subsidiary and (ii) any such Investments made pursuant to this clause (e) in a Foreign Subsidiary shall not exceed $5,000,000 in the aggregate at any one time outstanding; (f) subject to the last paragraph of this Section 8.8, Investments by any Group Member that is not a BA Loan Party in any other Group Member (including in any BA Loan Party); provided that any such Investments made pursuant to this clause (f) in a Domestic Subsidiary shall be in a Wholly Owned Subsidiary; (g) Investments in the ordinary course of business consisting of endorsements for collection or deposit; (h) subject to the last paragraph of this Section 8.8, Permitted Acquisitions; provided that any such Permitted Acquisitions resulting in the acquisition or formation of a Domestic Subsidiary shall be a Wholly Owned Subsidiary; (i) Investments consisting of Hedge Agreements permitted by Section 8.12; (j) Investments existing as of the Closing Date and set forth in Schedule 8.8 and any extension or renewal thereof; provided that the amount of any such Investment is not increased at the time of such extension or renewal except as otherwise permitted by this Section 8.8; (k) Investments received in connection with the bankruptcy or reorganization of, of suppliers or customers and in settlement of delinquent accounts obligations of, and other disputes with, suppliers or customers arising in the ordinary course of business; (l) Investments received as consideration in connection with Dispositions permitted under Section 8.5; (m) subject to the last paragraph of this Section 8.8, in addition to Investments otherwise expressly permitted by this Section, Investments in an aggregate amount (valued at cost) not to exceed $10,000,000 outstanding at any time; (n) subject to the last paragraph of this Section 8.8, Investments by BA or any of its Subsidiaries in an aggregate amount not to exceed the portion, if any, of the Available Basket Amount on the date of the making of such Investment that BA elects to apply to this Section 8.8(n); provided that (i) the Borrowers and suppliestheir Subsidiaries shall have Liquidity of at least $10,000,000 immediately prior to, and after giving effect to, any such Investment made pursuant to this clause (n) and (ii) any such Investments made pursuant to this clause (n) in a Domestic Subsidiary of BA shall be in a Wholly Owned Subsidiary; (o) Investments constituting (i) accounts receivable arising or (ii) deposits made in connection with the purchase price of goods or services, and lease, utility and other similar deposits, in each case in the ordinary course of business; (fp) extensions advances of trade credit by the Borrower Group Members payroll payments to employees of Holdings or its Subsidiaries in the ordinary course of business; (gq) investments made as existing Investments of a result Subsidiary of Holdings acquired after the receipt Closing Date or of non‑cash consideration from dispositions a Person merged or consolidated with or into a Subsidiary of Holdings in compliance accordance with Section 6.018.4 after the Closing Date 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; (hr) loans the acquisition of the Airfone radiotelephone service unit from LiveTV, LLC (the “Airfone Acquisition”) pursuant to the Purchase Agreement dated as of April 20, 2012 among BA, LiveTV, LLC and advances LiveTV Airfone, LLC, as in effect on the Closing Date; and (s) Investments made in lieu of any Restricted Payment expressly permitted by Section 8.6(b) or Section 8.6(c). With respect to Sections 8.8(e), (f), (h), (m) and (n), Investments by the ordinary course of business Loan Parties in Subsidiaries that are not Loan Parties, and (with respect only to the Borrower’s Section 8.8(n)) Investments by BA or any of its Subsidiaries’ employees Subsidiaries in Persons that are not Group Members: (1) shall not exceed an aggregate principal amount (valued at cost) for the term of this Agreement (commencing on July 1, 2014) equal to the sum of (x) (i) in the case of all such Investments other than Investments by the Loan Parties in Parent’s “Commercial Aviation Rest of World” operating segment (or any successor operating segment or segments that perform a similar business function as the “Commercial Aviation Rest of World” operating segment performs as of the Restatement Effective Date) (“CARW Investments”), $325,000,000 and (ii) in the case of CARW Investments, $400,000,000 minus the amount of Investments then outstanding under the immediately preceding clause (i), plus (y) an amount equal to the net cash proceeds of any issuance or sale after the Restatement Effective Date of Qualified Capital Stock of Parent that are contributed to Holdings up to a maximum aggregate amount (valued at cost) not to exceed $3,000,000 100,000,000; (2) shall not be permitted if, at the time of any time outstanding; (i) Permitted Acquisitions by the Borrower Group Members; (j) additional investments by the Borrower Group Members so long as the aggregate amount investedsuch Investment, loaned or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or thereto, a Specified Event of Default has shall have occurred and be continuing or would result therefrom; (3) if consisting of Indebtedness, shall be evidenced by, and subject to the provisions of, the Intercompany Note; (4) if consisting of an Investment that is continuing under Article VII(ain (or that results in the acquisition or formation of) a Foreign Subsidiary and that is made in reliance on Section 8.8(f), Article VII(b(h) or (n), Article VII(f)shall be in a direct or indirect Foreign Subsidiary of Holdings, Article VII(g)including any Subsidiary of CA, Article VII(h) or Article VII(l) and (ii) shall be used for the Borrower would be purpose of extending CA’s line of business to foreign markets in compliance with Section 8.16 and (5) shall not be permitted if the financial covenant in Section 5.12(a) on a Pro Forma Basis as Borrowers and their Subsidiaries do not have Liquidity of the relevant Test Period as though at least $10,000,000 immediately prior to, and after giving effect to, any such investments had been consummated as of the first day of such Test Period; and (l) to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06Investment.

Investments. The Borrower shall notMake or hold any Investments, nor shall it permit any of its Subsidiaries to, make any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”):except: (a) Investments held by the Borrower and its Subsidiaries in the form of Cash and Cash Equivalents; (b) Hedging Arrangements permitted under (i) Investments made on or prior to the Closing Date by the Borrower and its Subsidiaries, (ii) additional Investments by Subsidiaries in other Subsidiaries, (iii) Investments made on or prior to the Closing Date in Joint Ventures and (iv) additional Investments by the Borrower in Subsidiaries and Joint Ventures; provided that (A) no Default has occurred and is continuing or would result from such Investment and (B) taking into account the making of such Investment, the Borrower shall be in compliance, on a pro forma basis, with the provisions of Section 6.127.11; (c) investments Guarantees permitted by the Borrower or any of its Subsidiaries in any Subsidiary of the BorrowerSection 7.02; (d) investments by OpCo Investments existing on the date hereof (other than those referred to in Section 7.03(b)(i) and its subsidiaries in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstanding(iv)); (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and supplies, in each case in the ordinary course of business; (f) extensions of trade credit by the Borrower Group Members in the ordinary course of business; (g) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans and advances made to employees in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 2,500,000 in the aggregate at any time outstanding; (if) Permitted Acquisitions Investments by the Borrower Group Membersand its Subsidiaries not otherwise permitted under this Section 7.03; provided that, with respect to each Investment made pursuant to this Section 7.03(g): (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 the Borrower and its Subsidiaries, taken as a whole (as determined in good faith (A) by the board of directors (or persons performing similar functions) of the Borrower or such Subsidiary if such board of directors is otherwise approving such transaction and (B) in each other case, by a Responsible Officer); (jii) additional investments by 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 Group Members so long as and its Subsidiaries in the aggregate amount invested, loaned ordinary course or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though Persons that own such investments had been consummated as of the first day of such Test Periodproperty; and (liii) (A) immediately before and immediately after giving pro forma effect to any such Investment, no Default shall have occurred and be continuing or would result and (B) immediately after giving effect to such Investment, the extent constituting investmentsBorrower and its Subsidiaries shall be in compliance, transactions permitted under on a pro forma basis, with the provisions of Section 6.01, Section 6.03, Section 6.04 or Section 6.067.11.

Investments. The Borrower No Lincoln Party shall not, nor shall it permit make or have outstanding any of its Subsidiaries to, make any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any PersonInvestment, other than (collectively, “Permitted Investments”):than: (a) Investments by a Lincoln Party in and to its Subsidiaries on the date hereof, and after the date hereof, (i) any Investment in assets that is a Permitted Acquisition and (ii) any Investment in any Person which, after giving effect to such Investment, becomes a Subsidiary of such Lincoln Party under a Permitted Acquisition, so long as such Lincoln Party causes such Subsidiary to comply with the requirements of Section 8.7, above; (b) Investments of the Lincoln Parties existing as of the Restatement Date and described on Schedule 9.2 hereto; (c) Investments in Cash Equivalents; (bd) Hedging Arrangements permitted Investments in mutual funds registered under the Investment Company Act of 1940, as amended, which invest only in either money market securities or United States Governmental Securities, in either case, maturing within three years from the date of acquisition thereof by such mutual fund; ​ ​ (e) Subject to the limitations provided for under Section 6.129.3(c) hereof, Investments in Special Purpose Companies incidental to the consummation of Qualifying Securitization Transactions; (cf) investments by Investments in property to be used in the Borrower or any ordinary course of its Subsidiaries in any Subsidiary business of the BorrowerBorrowers and their Subsidiaries; (dg) investments by OpCo Advances to officers, directors and its subsidiaries in employees of the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing Lincoln Parties in an aggregate amount not to exceed $75,000,000 1,000,000 at any one time outstanding; (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts for travel, entertainment, relocation and disputes with, customers and supplies, in each case in the analogous ordinary course of business; (f) extensions of trade credit by the Borrower Group Members in the ordinary course of business; (g) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01business purposes; (h) loans Mergers and advances made acquisitions permitted by Section 9.3; (i) Investments received in settlement of amounts due to any Lincoln Party effected in the ordinary course of business or owing to any Lincoln Party as a result of insolvency proceedings involving an account debtor or upon the Borrower’s foreclosure or enforcement of any lien in favor of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; (i) Permitted Acquisitions by the Borrower Group Membersa Lincoln Party; (j) additional investments by capital stock or other securities acquired in connection with the Borrower Group Members so long satisfaction or enforcement of Indebtedness or claims due or owing to a Lincoln Party (in bankruptcy of customers or suppliers or otherwise outside the ordinary course of business) or as the aggregate amount invested, loaned security for any such Indebtedness or advanced does not exceed $10,000,000 in any fiscal yearclaims; (k) additional investments so long as both before Investments in current assets arising from the sale of goods and after giving effect thereto (i) no Default or Event services in the ordinary course of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as business of the relevant Test Period as though such investments had been consummated as of the first day of such Test PeriodBorrowers and their Subsidiaries; and (l) Investments of the Lincoln Parties not described in the foregoing clauses (a) through (k); provided that the aggregate amount of all such Investments, on a Consolidated basis, outstanding under this clause (l) shall not at any time exceed an amount equal to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06fifteen percent (15%) of Consolidated Net Worth at such time.

Investments. The Borrower shall and the Guarantors will not, nor shall it and PXRE Group will not permit or cause any of its Subsidiaries to, make directly or indirectly, purchase, own, invest in or otherwise acquire any investments Capital Stock, evidence of indebtedness or other obligation or security or any interest whatsoever in any equity or debt securities (issued by Persons other than the Borrower) Person, or make or permit to exist any loan loans, advances or advance to extensions of credit to, or any investment in cash or by delivery of property in, any other Person, other than or purchase or otherwise acquire (whether in one or a series of related transactions) any portion of the assets, business or properties of another Person (including pursuant to an Acquisition), or create or acquire any Subsidiary, or become a partner or joint venturer in any partnership or joint venture (collectively, “Permitted "Investments”):"), or make a commitment or otherwise agree to do any of the foregoing, other than: (ai) Cash Equivalents; (bii) Hedging Arrangements permitted under Section 6.12; (c) investments by the Borrower Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or any licenses or leases of its Subsidiaries in any Subsidiary of the Borrower; (d) investments by OpCo intellectual property and its subsidiaries in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstanding; (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliesother assets, in each case in the ordinary course of business; (fiii) Investments consisting of loans and advances to employees for reasonable travel, relocation and business expenses in the ordinary course of business, extensions of trade credit by in the Borrower Group Members ordinary course of business, and prepaid expenses incurred in the ordinary course of business; (giv) investments made as a result without duplication, Investments consisting of intercompany Indebtedness permitted under clause (iv) of SECTION 7.2; (v) Investments existing on June 30, 1999 and set forth in SCHEDULE 7.5(a); (vi) Investments consisting of the receipt making of non‑cash consideration from dispositions capital contributions or the ownership or purchase of Capital Stock (a) by PXRE Group or any Subsidiary in any other Wholly Owned Subsidiary and (b) by any Subsidiary in the Borrower or PXRE Group; (vii) Permitted Acquisitions; (viii) other Investments by the Borrower and its Subsidiaries to the extent permitted under applicable Requirements of Law and in compliance with Section 6.01;the following restrictions: (ha) loans and advances made all investments shall be in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 compliance at any time outstanding; all times with (i) Permitted Acquisitions by the Borrower Group Members; (j) additional investments by the Borrower Group Members so long as the aggregate amount investedInsurance Code, loaned or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a)if applicable, Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as requirements of the Lloyd's insurance Market, if applicable, (iii) all applicable insurance laws and regulations of any other relevant Test Period as though such jurisdictions relating to investments had been consummated as by an Insurance Subsidiary, and (iv) the limitations set forth in the Investment Policy; (b) the amount equal to forty percent (40%) of the first carrying value of the aggregate admitted assets of the Borrower's Insurance Subsidiaries (determined in accordance with SAP) and the aggregate investment assets of the Borrower and its non-Insurance Subsidiaries (determined in accordance with GAAP) that comprise the "Excess Capital and Surplus Portfolio," as defined in the Investment Policy, shall be less than one-third of the Combined Statutory Capital and Surplus of the Borrower's Insurance Subsidiaries at any time; (c) with respect to the Insurance Subsidiaries' Investments, other than those issued or unconditionally guaranteed by the United States Government, the aggregate Investments of such Insurance Subsidiaries in the securities of any single issuer shall not constitute on any date during the term of this Agreement more than five percent (5%) of the Average Combined Invested Assets of such Insurance Subsidiaries, it being understood that any securities held on the last day of a fiscal quarter shall, for purposes of this clause (c), be measured against the Average Combined Invested Assets for the four quarters ending prior to such Test Periodquarter; provided that, the failure of the Borrower to comply with this clause (c) shall not constitute a Default under this Agreement if each failure to comply during any fiscal quarter shall have been cured within forty-five (45) days following the end of such fiscal quarter (or, with respect cure by the Borrower through disposition of a limited partnership interest requiring disposition in accordance with such limited partnership's partnership agreement or other organizational documents, definitive instruction to sell such partnership interest has been given as soon as practicable (but in no event later than five (5) Business Days) after the Borrower obtains knowledge of noncompliance hereunder and such interest is sold at the earliest possible date in accordance with such partnership agreement and organizational documents); and (ld) with respect to the extent constituting investmentsInvestments of the Borrower and its non-Insurance Subsidiaries (other than (A) Borrower's Investments of cash and Cash Equivalents and (B) Borrower's Investments of up to $10,000,000 equity in Cat Bond Investors, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06.L.L.

Investments. (a) The Borrower shall will not, nor shall it and will not permit any of its Subsidiaries to, make make, incur, assume or suffer to exist any investments Investment in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than except: (collectively, “Permitted Investments”): i) Investments existing on the Effective Date and identified in ITEM 7.2.5(a) (a"ONGOING INVESTMENTS") of the Disclosure Schedule; (ii) Cash Equivalents; Equivalent Investments; (biii) Hedging Arrangements without duplication, Investments permitted under Section 6.12; as Indebtedness pursuant to SECTION 7.2.2; (civ) investments Investments permitted by SECTION 7.2.8; (v) in the ordinary course of business, Investments by the Borrower or any of its Subsidiaries in any Subsidiary Subsidiaries, by way of contributions to capital or loans or advances, subject to SECTION 7.2.2 in the case of loans or advances; or (vi) Investments incurred in order to consummate Acquisitions otherwise permitted herein, PROVIDED, THAT such Acquisition shall have been approved or consented to by the board of directors or similar governing entity of the Person being acquired; and (vii) acquisition of not more than 5% of the outstanding equity securities of any Person (other than the Borrower); PROVIDED, HOWEVER, that (A) any Investment which when made complies with the requirements of the definition of the term "CASH EQUIVALENT INVESTMENT" may continue to be held notwithstanding that such Investment if made thereafter would not comply with such requirements; (B) no Investment otherwise permitted by CLAUSE (vii) shall be permitted to be made if, immediately before or after giving effect thereto, any Default shall have occurred and be continuing; (C) any Investment otherwise permitted by CLAUSES (iv), (v), (vi) or (vii) in an entity engaged in or to be engaged in the natural gas, natural gas liquids or crude oil or other energy marketing business shall be structured in a manner acceptable to the Required Lenders; and (D) Investments made after August 10, 2001 in Foreign Subsidiaries or in assets located outside the United States shall not exceed an aggregate amount equal to ten percent (10%) of the Borrower; (d) investments by OpCo and its subsidiaries in 's consolidated assets at the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstanding; (e) investments received in connection with that the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and supplies, in each case in the ordinary course of business; (f) extensions of trade credit by the Borrower Group Members in the ordinary course of business; (g) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans and advances made in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; (i) Permitted Acquisitions by the Borrower Group Members; (j) additional investments by the Borrower Group Members so long as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and Investment is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test Period; and (l) to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06made.

Investments. The Borrower shall not, nor shall it permit Make or own any of its Subsidiaries to, make any investments Investment in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectivelyincluding any Joint Venture, “Permitted Investments”):except: (a) Investments in cash and Cash EquivalentsEquivalents and Investments that were Cash Equivalents when made; (b) Hedging Arrangements (i) Investments owned as of the Closing Date in any Restricted Subsidiary, (ii) Investments made after the Closing Date in any Loan Party (other than, in the case of this clause (ii), Investments made by any U.S. Loan Party in a European Loan Party or an Ancillary Borrower) and (iii) guarantees by the U.S. Borrower of Indebtedness of any Foreign Subsidiary permitted under Section 6.126.01(j); (c) investments by deposits, prepayments, advances in the Borrower or any form of its Subsidiaries a prepayment of expenses and other credits to suppliers made in any Subsidiary the ordinary course of business consistent with the past practices of the BorrowerGroup; (d) investments by OpCo and its subsidiaries in Investments to the equity extent that payment for such Investments is made with Equity Interests of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstandingthe U.S. Borrower; (e) investments received Investments that are acquired after the Closing Date by any Group Member as a result of (i) a Permitted Acquisition; provided that such Investments existed at the time of the Permitted Acquisition and were not made in connection with contemplation thereof or (ii) a sale or disposition of NY\5627635.16 assets by a Group Member to another Group Member (to the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and supplies, in each case in the ordinary course of businessextent such disposition is not prohibited by Section 6.08 hereof); (f) extensions of trade credit by to the Borrower Group Members extent constituting an Investment, Consolidated Capital Expenditures in the ordinary course of business; (g) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans and advances to employees, consultants or directors (managing or otherwise) of the Group made in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount at any one time outstanding not to exceed $3,000,000 at any time outstanding15,000,000; (h) Permitted Acquisitions permitted pursuant to Section 6.08; (i) Permitted Acquisitions by Investments in existence on, or pursuant to legally binding written commitments in existence on, the Borrower Group MembersClosing Date as described in Schedule 6.06 and, in each case, any extensions, modifications or renewals thereof so long as the amount of any Investment made pursuant to this Section 6.06(i) is not increased at any time above the amount of such Investment existing or committed, as applicable, on the Closing Date; (j) additional investments by the Borrower Group Members so long as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal yearHedge Agreements and Treasury Transactions which constitute Investments; (k) additional investments so long as both before accounts, chattel paper and after giving effect thereto notes receivable arising from the sale or lease of goods or the performance of services in the ordinary course of business; (l) Investments received by any Group Member in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary course of business; (m) other Investments in an aggregate amount not to exceed at any one time outstanding (i) $275,000,000 (or 2.50% of Consolidated Total Assets, if greater), plus (ii) to the extent not included in the Available Amount, 100.0% of the aggregate cash dividends and distributions received by any Group Member from such Investments, plus (iii) an amount equal to the Available Amount at such time; provided that no Default or Investment may be made pursuant to this Section 6.06(m) if, at the time such Investment is made, an Event of Default has shall have occurred and is be continuing under Article VII(aor shall be caused thereby; (n) Investments in Joint Ventures in an aggregate amount not to exceed at any one time outstanding (i) $100,000,000 (or 1.00% of Consolidated Total Assets, if greater), Article VII(b)plus, Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) to the Borrower would be extent not included in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as Available Amount, 100.0% of the relevant Test Period as though such investments had been consummated as aggregate cash dividends and distributions received by any Group Member from the Joint Ventures; (o) Investments arising out of the first day receipt by any Group Member of noncash consideration for the sale of assets permitted under Section 6.08; (p) guaranties by any Group Member of operating leases (other than obligations with respect to Capital Leases) or of other obligations, that do not constitute Indebtedness, in each case entered into by the applicable Group Member in the ordinary course of business; NY\5627635.16 (q) guaranties permitted under Section 6.01 (except to the extent such Test Periodguaranty is expressly subject to this Section 6.06); (r) Investments made pursuant to the CKI Trust Agreement; (s) Investments consisting of the redemption, purchase, repurchase or retirement of any Equity Interests permitted under Section 6.04; (t) the Acquisition; (u) Investments by any Foreign Subsidiary in any other Group Member; and (lv) to Investments as part of the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06Post-Closing Restructuring Transactions.

Investments. The Borrower shall notMake any Investments, nor shall it permit any of its Subsidiaries to, make any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”):except: (a) Investments held by a Note Party or a Subsidiary in the form of cash or Cash Equivalents;; \DC - 031561/000013 - 10875187 v5 \DC - 031561/000013 - 10875187 v7 \DC - 031561/000013 - 10875187 v9 (b) Hedging Arrangements permitted under Section 6.12Investments existing as of the Closing Date and set forth in Schedule 8.02 to the Disclosure Letter; (c) investments by the Borrower or any of its Subsidiaries Investments in any Subsidiary of the BorrowerPerson that is a Note Party prior to giving effect to such Investment; (d) investments Investments by OpCo and its subsidiaries any Subsidiary of Parent that is not a Note Party in the equity any other Subsidiary of any Receivables Entity, pursuant to Parent that is not a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstandingNote Party; (e) investments received Investments consisting of extensions of credit in connection with the bankruptcy nature of accounts receivable or reorganization of, or settlement notes receivable arising from the grant of delinquent accounts and disputes with, customers and supplies, in each case trade credit in the ordinary course of business; (f) extensions Permitted Acquisitions and xxxxxxx money deposits in connection therewith and Investments acquired as a result of trade credit 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 prior to the date of such Permitted Acquisition; (g) (i) loans and advances to officers, directors and employees of Parent and/or its Subsidiaries in an aggregate amount not to exceed $1,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes and (ii) Investments in an aggregate amount not to exceed $1,000,000 consisting of non-cash loans to employees, officers, or directors relating to the purchase of equity securities of Parent or its Subsidiaries pursuant to employee stock purchase plans or agreements approved by Parent’s board of directors; (h) Investments (including Indebtedness obligations) received in connection with the Borrower Group Members bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of business; (gi) investments made as a result Investments consisting of the receipt non-cash portion of non‑cash the sales consideration from dispositions received by Parent or any of its Subsidiaries in compliance connection with any Disposition permitted under Section 6.018.05; (hj) loans Investments consisting of security deposits with utilities, landlords and advances other like Persons made in the ordinary course of business to business; (k) Investments consisting of the Borrower’s endorsement of negotiable instruments for deposit or any collection or similar transactions in the ordinary course of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstandingbusiness; (i) Permitted Acquisitions by Joint Ventures or strategic alliances consisting of the Borrower Group Members; (j) additional investments by non-exclusive licensing of technology, the Borrower Group Members so long as development of technology or the aggregate amount investedproviding of technical support, loaned or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) other Joint Ventures; provided that any capital contribution or other Investment in any such Joint Ventures by Parent and its Subsidiaries in reliance on this Section 8.02(l) shall be limited to the Borrower would be in compliance entering into a Permitted License with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test Period; andJoint Venture; (lm) Investments in respect of obligations under Swap Contracts permitted under Section 8.03; (n) to the extent constituting investmentsInvestments, transactions Guarantees of Indebtedness, which Guarantees are expressly permitted under Section 6.018.03; \DC - 031561/000013 - 10875187 v5 \DC - 031561/000013 - 10875187 v7 \DC - 031561/000013 - 10875187 v9 (o) to the extent constituting Investments, Investments in the form of Permitted Bond Hedge Transactions and Permitted Warrant Transactions, in each case, entered into in connection with Permitted Convertible Bond Indebtedness permitted by Section 6.03, Section 6.04 or Section 6.06.8.03(q); and

Investments. The Borrower shall will not, nor shall it and will not permit any of its Subsidiaries to, directly or indirectly, make or commit to make any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any PersonInvestment, other than (collectively, “Permitted Investments”):except: (a) Investments held in the form of Cash Equivalents; (b) Hedging Arrangements permitted under Section 6.12; (c) investments by Investments consisting of advances to officers, directors and employees of the Borrower or any of its and Subsidiaries in any Subsidiary of the Borrower; (d) investments by OpCo and its subsidiaries in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 500,000 at any one time outstanding, for travel, entertainment, relocation and other ordinary business purposes; (ei) investments received Investments by the Borrower and its Subsidiaries in connection with their respective Subsidiaries outstanding on the bankruptcy date hereof, and (ii) additional Investments by the Borrower and its Subsidiaries in Credit Parties (other than the Parent); (d) Investments consisting of extensions of credit in the nature of accounts receivable or reorganization of, or settlement notes receivable arising from the grant of delinquent accounts and disputes with, customers and supplies, in each case 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 7.04(f); (f) extensions Investments existing as of trade credit by the Borrower Group Members Closing Date (in addition to those referred to in Section 7.05(c)(i)), or with respect to Gopher, the ordinary course Gopher Effective Date and, in each case, set forth in Schedule 5.08(e), as of businessthe applicable date; (g) investments made as a result of Investments by the receipt of non‑cash consideration from dispositions Borrower in compliance with Swap Agreements permitted under Section 6.017.04(d); (h) loans any reinvestment of the proceeds of any Recovery Event and/or Asset Sale as contemplated by Section 7.02, and advances made Investments consisting of promissory notes and other non-cash consideration received in the ordinary course of business connection with Asset Sales to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstandingextent permitted by Section 7.02; (i) Permitted Acquisitions Investments consisting of an Acquisition (other than the Gopher Acquisition) by the Borrower Group Members; (j) additional investments by the Borrower Group Members so long as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test PeriodSubsidiary; and (l) to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06.provided that:

Investments. The Borrower shall notMake any Investment, nor shall it permit any of its Subsidiaries toexcept Investments in the following, make any investments in any equity or debt securities (issued by Persons other than subject to the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”):limitations set forth below: (aA) Investments in cash and Cash Equivalents; (bB) Hedging Arrangements permitted under Investments made by a Transaction Party (other than in the Mortgaged Real Property) in the Ordinary Course of Business, provided that (i) construction, development, renovation, and other similar capital expenditure programs (“Development Investments”) with respect to any Real Property shall be deemed in the Ordinary Course of Business for purposes of this Section 6.127.2(21) so long as either (A) such Development Investment is made pursuant to projects or contracts that have already been initiated or executed, respectively, as of the Closing Date; or (B) the amount of such Investment with respect to any individual Real Property does not exceed 10% of the gross revenues generated by such Real Property; and (ii) any Indebtedness incurred in respect of such Investment, including any Capitalized Lease Obligations, shall be limited as provided in Section 7.5; (cC) investments by the Borrower or any of its Subsidiaries in any Subsidiary Investments consisting of the Borrower; (d) acquisition of Projects, and investments by OpCo in subsidiaries and its subsidiaries in joint ventures for the equity acquisition of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstanding; (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliesProjects, in each case in the ordinary course of business; (f) extensions of trade credit made by the Borrower Group Members in the ordinary course of business; (g) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans and advances made in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; (i) the Borrower, or (ii) any other Transaction Party other than any Mortgaged Property Owner; provided that the cash invested in excess of any acquisition debt which is Permitted Acquisitions by Debt in any such acquisition as equity may only be obtained from cash available to the Borrower Group Members;Parties and not otherwise required to be applied or retained pursuant to the Loan Documents; and (jD) additional investments Investment in the acquisition, whether directly or by merger or similar corporate transaction, of the Borrower Group Members so long as Advisor; provided that (i) such transaction is recommended by a committee of independent directors of the aggregate amount investedBoard of Directors of CNL REIT, loaned or advanced (ii) the purchase price for the Advisor (a) does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a)309 million, Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (iib) does not include the Borrower would be payment of cash or any other property (other than Capital Stock of CNL REIT or Borrower) by any CNL Entity in compliance excess of $30.3 million, and (iii) Xxxxxx Brothers or another internationally recognized investment banking firm has rendered a fairness opinion indicating that the compensation paid to Advisor in connection with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test Period; and (l) transaction is fair to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06purchaser from a financial point of view.

Investments. The Borrower shall notMake any Investments, nor shall it permit any of its Subsidiaries to, make any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”):except: (a) Investments held by the Parent or such Subsidiary in the form of Cash Equivalents; (b) Hedging Arrangements permitted under Section 6.12Investments existing on the date hereof and listed on Schedule 7.02 and any modifications or extensions of any intercompany loans comprising such Investments; provided, that the principal amount thereof is not increased and the parties thereto remain unchanged; (c) investments by the Borrower or Investments of any of its Subsidiaries Loan Party in any Subsidiary of the Borroweranother Loan Party; (d) investments by OpCo and its subsidiaries Investments of any Loan Party in a Subsidiary that is not a Loan Party, not exceeding $25,000,000 in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 for all such Investments at any one time outstanding; (e) investments received Investments consisting of extensions of credit in connection with the bankruptcy nature of accounts receivable or reorganization of, or settlement notes receivable arising from the grant of delinquent accounts and disputes with, customers and supplies, in each case trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (f) extensions of trade credit Guarantees permitted by the Borrower Group Members in the ordinary course of businessSection 7.03; (g) investments made as a result Acquisitions with respect to which each of the receipt of non‑cash consideration from dispositions following conditions is satisfied (each Acquisition satisfying the conditions in compliance with Section 6.01; clauses (hi) loans and advances made in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstanding;through (iii) below, a “Permitted Acquisition”): (i) Permitted Acquisitions by at the Borrower Group Members; (j) additional investments by the Borrower Group Members so long as the aggregate amount investedtime of such Acquisition, loaned or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(acontinuing, and such Acquisition will not otherwise create a Default or an Event of Default hereunder; (ii) such Acquisition is not hostile; (iii) (A) in the case of an asset Acquisition, all of the assets acquired shall be acquired by a Loan Party or by a newly-created Domestic Subsidiary, and such Domestic Subsidiary shall become a Borrower or Guarantor in accordance with Section 6.14, or (B) in the case of an Acquisition of the Equity Interests of the acquired Person, such Person shall become a Borrower or Guarantor in accordance with Section 6.14, or such acquired company shall be merged or amalgamated with and into a Loan Party (which shall be the surviving entity, except that, with respect to a Loan Party other than any Borrower, the surviving Person in such merger or amalgamation may be the other Person; provided, however, that (x) no Default or Event of Default exists immediately prior thereto or will exist upon the consummation of such merger or amalgamation and (y) such Person becomes a Borrower or Guarantor in accordance with Section 6.14); (iv) prior to any Acquisition with respect to which the aggregate cash and non-cash consideration paid by the Borrowers and their Subsidiaries (including any Seller Indebtedness and any Assumed Indebtedness used to finance the purchase price of such Acquisition) exceeds $30,000,000, the Administrative Agent and the Lenders shall have received computations from the Borrowers demonstrating compliance, on a pro forma basis, with the Consolidated Funded Debt Ratio covenant contained in Section 7.11(b) (provided that the Consolidated Funded Debt Ratio shall be at least 0.25 below the then applicable requirement, after giving effect to the proviso to Section 7.11, if applicable), Article VII(busing Consolidated EBITDA as at the end of the most recently completed fiscal quarter and Consolidated Funded Indebtedness as of the date of the Acquisition, after giving effect to any Indebtedness (including any Seller Indebtedness and any Assumed Indebtedness) incurred in connection with such Acquisition; and (v) the aggregate cash and non-cash consideration (including any Seller Indebtedness and any Assumed Indebtedness used to finance the purchase price of such Acquisitions) paid by the Borrowers and their Subsidiaries after the Closing Date for Acquisitions under this Section 7.02(g) shall not exceed $50,000,000 (less the aggregate amount of all other Investments outstanding under Section 7.02(j)); (h) other Permitted Acquisitions with respect to which each of the following conditions is satisfied as of the date of consummation of such Acquisition: (i) after giving effect to such Acquisition, the Borrowers shall be in compliance, on a pro forma basis, with the financial covenants contained in Section 7.11 (provided that the Consolidated Funded Debt Ratio shall be at least 0.25 below the then applicable requirement, after giving effect to the proviso to Section 7.11, if applicable), Article VII(f)using Consolidated EBITDA as at the end of the most recently completed fiscal quarter and Consolidated Funded Indebtedness as of the date of the Acquisition, Article VII(g)after giving effect to any Indebtedness (including any Seller Indebtedness and any Assumed Indebtedness) incurred in connection with such Acquisition; and (ii) on the date of such Acquisition, Article VII(hafter giving effect to any Committed Borrowings made on such date, there is sufficient availability under the Aggregate Commitments for the Borrowers to make a Committed Borrowing under Section 2.01 in an amount exceeding $25,000,000; (i) loans and advances to employees of the Borrowers and Subsidiaries, made in the ordinary course of business and consistent with past practices, not to exceed $2,000,000 in the aggregate; provided that such loans and advances to any single employee shall not exceed $1,000,000 in the aggregate; and (j) other Investments (not of the nature or type specified in clauses (d) or Article VII(l(i) of this Section 7.02 and excluding Acquisitions) in an aggregate amount at any time outstanding not to exceed (i) $50,000,000 less (ii) the Borrower would be in compliance with aggregate amount of all cash and non-cash consideration (including any Seller Indebtedness and any Assumed Indebtedness used to finance the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day purchase price of such Test Period; and (lAcquisitions) paid by the Borrowers and their Subsidiaries for the purchase price of Permitted Acquisitions made at any time pursuant to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.067.02(g).

Investments. The Borrower shall Company will not, nor shall it permit and will not allow any of its Subsidiaries toto make or hold any Investments, make any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”):except: (a) Investments by the Company or a Subsidiary in cash and Cash Equivalents; (b) Hedging Arrangements permitted under Section 6.12Investments in the Company or any Subsidiary and the reclassification or conversion of any such Investments to debt or equity or any combination thereof; (c) investments by the Borrower or any of its Subsidiaries Investments in any Subsidiary joint venture so long as (i) on a Pro Forma Basis the Company is in compliance with the covenants set forth in Section 6.09 as of the Borrowerdate of the most recent balance sheet delivered pursuant to Section 5.01(a) or (b) and (ii) at the time of and immediately after giving effect to such Investment, no Default shall have occurred and be continuing; (d) investments Investments by OpCo and its subsidiaries in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstandingjoint venture; (e) investments Permitted Acquisitions; (i) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and (ii) Investments (including debt obligations and Equity Interests) received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business or received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or settlement of delinquent accounts and other disputes with, customers and suppliessuppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (i) Investments existing or contemplated on the Original Execution Date and, to the extent in each case excess of $10,000,000 individually or $25,000,000 in the aggregate, set forth on Schedule 6.05(g) hereto on the Original Execution Date and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the Restatement Effective Date by the Company or any Subsidiary in the Company or any other Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment or as otherwise permitted by this Section 6.05; (h) Investments in Swap Agreements permitted under Section 6.01(i); (i) Investments in the ordinary course of business in prepaid expenses, negotiable instruments held for collection and lease, utility and worker’s compensation, performance and other similar deposits provided to third parties; (j) Investments in the ordinary course of business consisting of endorsements for collection or deposit; (k) Investments in the ordinary course of business consisting of the licensing or contribution of intellectual property pursuant to development, marketing or manufacturing agreements or arrangements or similar agreements or arrangements with other Persons; (l) advances of payroll payments, fees or other compensation to officers, directors, consultants or employees, in the ordinary course of business; (fm) extensions Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of trade credit by the Borrower Group Members in the ordinary course of businessCompany; (gn) investments made so long as a result of no Default has occurred and is continuing, the receipt of non‑cash consideration from dispositions Company and its Subsidiaries may make Investments in compliance with Section 6.01an amount not to exceed the Available Amount; (ho) loans the Company and advances made its Subsidiaries may make other Investments so long as on a Pro Forma Basis, (i) no Default has occurred and is continuing and (ii) the Consolidated Net Leverage Ratio is no greater than 4.50 to 1.0 as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b); (p) customary Investments in connection with Permitted Receivables Facilities; (q) other Investments in an aggregate amount not to exceed $100,000,000; (r) the Company and its Subsidiaries may purchase inventory and other Property to be used or sold in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstandingand make capital expenditures; (is) Permitted Acquisitions by loans or advances to officers, directors, consultants and employees of the Borrower Group Membersand its Subsidiaries for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes and in connection with such Person’s purchase of Equity Interests of the Borrower; (jt) additional investments Investments held by a Subsidiary acquired after the Borrower Group Members Original Closing Date or of a corporation merged into the Company or merged or consolidated with any Subsidiary after the Original Closing Date that were not made in contemplation of such acquisition or merger; (u) the Farm Credit Equities and any other stock or securities of, or Investments in, a Farm Credit Lender or its investment services or programs; (v) the transfer of Equity Interests or Investments in the nature of Indebtedness of any Foreign Subsidiary, to the Company or any Subsidiary of the Company; (w) the Acquisition; and (x) Investments during a Covenant Suspension Period so long as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis the Company is in compliance with the covenants set forth in Section 6.09 as of the relevant Test Period as though such investments had been consummated as date of the first day of such Test Period; and most recent balance sheet delivered pursuant to Section 5.01(a) or (l) to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06b).

Investments. The Borrower shall notMake any Investments, nor shall it permit any of its Subsidiaries to, make any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”):except: (a) Investments held by the Borrower or such Subsidiary in the form of Cash Equivalents; (b) Hedging Arrangements permitted under Section 6.12Investments existing on the date hereof and listed on Schedule 7.02 hereto; (c) investments by Investments made in connection with the Borrower’s Investment Policy Guideline, provided, notwithstanding such Investment Policy Guidelines, the Borrower or shall not be permitted to make any of its Subsidiaries Investment in any Subsidiary of the Borrowerwhich is not a Guarantor unless expressly permitted by Section 7.02(d)(iv) and Section 7.02(e) hereof); (d) investments Investments with respect to (i) Indebtedness permitted by OpCo Section 7.03(f)(i) and its subsidiaries (ii) so long as such entities remain Subsidiaries of the Borrower and are also Guarantors hereunder; (ii) Indebtedness permitted by Section 7.03(f)(iii); (iii) Indebtedness permitted by Section 7.03(g) and (iv) Indebtedness permitted by Section 7.03(h); (e) Investments in Subsidiaries which are not Guarantors hereunder, provided that the equity aggregate amount of any Receivables Entity, all such Investments made pursuant to this Section 7.02(e) plus any Investments made in such Subsidiaries pursuant to Section 7.03(h) shall not exceed $35,000,000; (f) Investments consisting of promissory notes received as proceeds of asset dispositions permitted by Section 7.05 and Investments consisting of a Permitted Receivables Financing Acquisition to the extent made in accordance with Section 7.04; (g) Investments consisting of Restricted Payments to the extent permitted by Section 7.06; (h) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $75,000,000 2,000,000 at any one time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (ei) investments received Investments of the Borrower in connection with any Guarantor and Investments of any Guarantor in the bankruptcy Borrower or reorganization of, in another Guarantor; (j) Investments consisting of extensions of credit in the nature of accounts receivable or settlement notes receivable arising from the grant of delinquent accounts and disputes with, customers and supplies, in each case trade credit in the ordinary course of business; (f) extensions of trade credit by the Borrower Group Members , and Investments received in the ordinary course of business; (g) investments made as a result of the receipt of non‑cash consideration satisfaction or partial satisfaction thereof from dispositions in compliance with Section 6.01; (h) loans and advances made in the ordinary course of business financially troubled account debtors to the Borrower’s extent reasonably necessary in order to prevent or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; (i) Permitted Acquisitions by the Borrower Group Members; (j) additional investments by the Borrower Group Members so long as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal yearlimit loss; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Guarantees permitted by Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test Period7.03; and (l) to other Investments not exceeding $10,000,000 in the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06aggregate in any fiscal year of the Borrower.

Investments. The Borrower Issuer and the Guarantors shall not, nor shall it they permit any of its their Restricted Subsidiaries to, to make or own any investments Investment in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”):Person except: (a) Cash or Cash Equivalents; (b) Hedging Arrangements permitted under Section 6.12(i) equity Investments owned as of the Issue Date in any Restricted Subsidiary, (ii) Investments made after the Issue Date in Restricted Subsidiaries that are Notes Parties and (iii) equity Investments by a Notes Party in a non-Notes Party consisting of the Capital Stock of any Person which is not a Notes Party; (c) investments by Investments (i) constituting deposits, prepayments and other credits to suppliers, (ii) made in connection with obtaining, maintaining or renewing client and customer contracts and (iii) in the Borrower or any form of its Subsidiaries advances made to distributors, suppliers, licensors and licensees, in any Subsidiary each case, in the ordinary course of the Borrowerbusiness; (d) investments Investments (i) by OpCo any Restricted Subsidiary that is not a Notes Party in any other Restricted Subsidiary that is not a Notes Party and its subsidiaries (ii) subject to Section 4.19(c), by the Issuer or any other Notes Party in any Restricted Subsidiary that is not a Notes Party so long as, in the equity case of this clause (ii), the aggregate amount of any Receivables Entitysuch Investments outstanding at any time does not exceed $57,500,000 or, after the date that the audited financial statements have been received by the Trustee pursuant to Section 4.15, if greater, 3.45% of the Consolidated Total Assets as of the last day of the last Test Period for which financial statements have been delivered pursuant to Section 4.02; (e) (i) Permitted Acquisitions and (ii) Investments in any Restricted Subsidiary that is not a Notes Party in an amount required to permit such Restricted Subsidiary to consummate a Permitted Receivables Financing Acquisition (so long as the consideration for such Permitted Acquisition shall be included for the purposes of calculating any amount available for Permitted Acquisitions pursuant to clause (d) of the proviso to the definition of “Permitted Acquisition” (without regard to the proviso contained in such clause (d))); (f) Investments existing on, or contractually committed to as of, the Issue Date and any modification, replacement, renewal or extension thereof so long as any such modification, renewal or extension thereof does not increase the amount of such Investment except by the terms thereof or as otherwise permitted by this Section 4.08; (g) Investments received in lieu of Cash in connection with any Asset Sale permitted by Section 4.09; (h) loans or advances to officers, directors, employees, consultants or independent contractors of the Issuer, any other Parent Company, or any of its Restricted Subsidiaries to the extent permitted by Requirements of Law, in connection with such Person’s purchase of Capital Stock of any Parent Company or the Parent Borrower, in an aggregate principal amount not to exceed $75,000,000 11,500,000 at any one time outstanding; (ei) investments Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business; (j) Investments consisting of Indebtedness permitted under Section 4.03 (other than Indebtedness permitted under Sections 4.03(b) and (h)), Permitted Liens, Restricted Payments permitted under Section 4.06 (other than Section 4.06(a)(i)), Restricted Debt Payments permitted by Section 4.06 and mergers, consolidations or Asset Sales or dispositions permitted by Section 4.09; (k) Investments in the ordinary course of business consisting of endorsements for collection or deposit and customary trade arrangements with customers; (l) Investments (including debt obligations and Capital Stock) received (i) in connection with the bankruptcy or reorganization of any Person, (ii) in settlement of delinquent obligations of, or settlement of delinquent accounts and other disputes with, customers customers, suppliers and suppliesother financially troubled account debtors arising in the ordinary course of business and/or (iii) upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances of payroll payments or other compensation to employees, officers, directors, consultants or independent contractors of the Issuer, any other Parent Company or any Restricted Subsidiary in the ordinary course of business, in an aggregate principal amount not to exceed $2,875,000 at any one time outstanding; (n) Investments to the extent that payment for such Investments is made solely with Capital Stock (other than Disqualified Capital Stock) of PC Intermediate or of any Parent Company in each case, to the extent not resulting in a Change of Control; (o) Investments of any Person acquired by, or merged into or consolidated or amalgamated with, any “Borrower” under the ABL Credit Agreement or any Restricted Subsidiary pursuant to an Investment otherwise permitted by this Section 4.08 after the Issue Date to the extent that such Investments of such Person were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation and any modification, replacement, renewal or extension thereof so long as any such modification, renewal or extension thereof does not increase the amount of such Investment except as otherwise permitted by this Section 4.08 (it being understood that the “grandfathering” of Investments pursuant to this clause (o) is not intended to limit the application of clause (d) of the definition of “Permitted Acquisition” to existing Investments in non-Notes Parties acquired pursuant to a Permitted Acquisition); (p) the Transactions; (q) Investments made after the Issue Date by, subject to Section 4.19(c), the Issuer and its Restricted Subsidiaries in an aggregate principal amount at any time outstanding not to exceed $28,750,000 or, after the date that the audited financial statements have been received by the Trustee pursuant to Section 4.15(a), if greater, 1.725% of the Consolidated Total Assets as of the last day of the last Test Period for which financial statements have been delivered pursuant to Section 4.02; (r) Investments made after the Issue Date by, subject to Section 4.19(c), the Issuer and its Restricted Subsidiaries (other than any acquisition); provided that as of the date of such Investment and after giving effect thereto, as to any such Investment, the Payment Conditions are satisfied; (s) Guarantees of leases (other than Capital Leases) or of other obligations not constituting Indebtedness, in each case in the ordinary course of business; (ft) extensions of trade credit by the Borrower Group Members Investments in the ordinary course Issuer or PC Intermediate in amounts and for purposes for which Restricted Payments to the Issuer or PC Intermediate are permitted under Section 4.06(a); provided that any such Investments made as provided above in lieu of businesssuch Restricted Payments shall reduce availability under any applicable Restricted Payment basket under Section 4.06(a); (gu) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01[reserved]; (hv) Investments under any Derivative Transactions permitted to be entered into under Section 4.03; and (w) loans or advances in favor of franchisees of any “Borrower” under the ABL Credit Agreement and advances its Restricted Subsidiaries made in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 17,250,000 at any one time outstanding;. (x) Notwithstanding anything in this Section 4.08 or in any other Notes Document to the contrary, from and after the Issue Date, neither the Issuer, any other Parent Company, nor any Restricted Subsidiary shall exclusively license any Material Intellectual Property to any Unrestricted Subsidiary or other Affiliate, or transfer (including, for the avoidance of doubt, by way of Investment or designation of a Restricted Subsidiary as an Unrestricted Subsidiary), assign, sell, or otherwise dispose of ownership of any Material Intellectual Property to any Unrestricted Subsidiary or other Affiliate; provided that nothing contained in this paragraph shall restrict or prohibit (i) Permitted Acquisitions by any license or other arrangement existing on the Borrower Group Members; (j) additional investments by Issue Date and, solely with respect to any Material Intellectual Property subject to such license or other arrangement as of the Borrower Group Members so long Issue Date, any amendments, modifications, restatements, renewals, or replacements of such license or other arrangement in the ordinary course of business that do not materially expand the scope of such Unrestricted Subsidiary’s or other Person’s, as the aggregate amount investedapplicable, loaned or advanced does not exceed $10,000,000 rights in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and such Material Intellectual Property (ii) any jointly held intellectual property licenses from third parties existing on the Borrower would be Issue Date or any transfer, assignment, sale or other disposition of any rights with respect thereto, in compliance with the financial covenant in Section 5.12(a) on any such case, for a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test Period; and (l) to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06bona fide business purpose.

Investments. The Borrower shall notNo Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, make or own any investments Investment in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”):except: (a) Investments in cash and Cash Equivalents; (b) Hedging Arrangements permitted under Section 6.12Investments owned as of the Closing Date (and any renewals, replacements, refinancing, refundings and reinvestments thereof that do not increase the principal amount of such Investment) in any Subsidiary of Holdings; provided, that any renewal, replacement, refinancing or refunding of Investments in the form of intercompany loans in existence as of the Closing Date (other than among non-Loan Parties) shall be evidenced by the Intercompany Note and in the case of a loan or advance by a Loan Party, shall be subject to a perfected First Priority Lien pursuant to the Security Documents; (c) investments by the Borrower or any of its Subsidiaries Investments (i) in any Subsidiary of the Borrower; (d) investments by OpCo and its subsidiaries in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstanding; (e) investments Securities received in connection satisfaction or partial satisfaction thereof from financially troubled account debtors or on account of an Asset Sale made in compliance with the bankruptcy or reorganization ofSection 6.08; and (ii) deposits, or settlement of delinquent accounts prepayments and disputes with, customers and supplies, in each case other credits to suppliers made in the ordinary course of business; (fd) extensions of trade credit Investments (i) by Holdings or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is also not a Loan Party and (iii) by the Borrower Group Members or any Restricted Subsidiary in any Restricted Subsidiary; provided that the aggregate outstanding amount of such Investments (other than any ordinary course Investments) made by Loan Parties after the Closing Date in Restricted Subsidiaries that are not Loan Parties in reliance on this clause (iii), shall not exceed, at the time of incurrence thereof and after giving Pro Forma Effect thereto, the greater of $40,000,000 and 5.0% of Consolidated Adjusted EBITDA for the most recently ended Test Period as of such time; (e) additional Investments and other acquisitions; provided that at the time any such Investment or other acquisition is made, the aggregate outstanding amount of such Investment or acquisition made in reliance on this clause (e) (including the aggregate outstanding amount of all consideration paid in connection with all other Investments and acquisitions made in reliance on this clause (e), whether in the ordinary course form of businessIndebtedness assumed or otherwise), shall not exceed the greater of $20,000,000 and 2.5% of Consolidated Adjusted EBITDA for the most recently ended Test Period as of such time; (f) Investments in joint ventures, or in any Restricted Subsidiary to enable such Restricted Subsidiary to make substantially concurrent Investments in joint ventures, in an aggregate outstanding amount not to exceed the greater of $30,000,000 and 3.75% of Consolidated EBITDA for the most recently ended Test Period; (g) investments loans or advances to present or former officers, directors, managers, members of management, consultants, independent contractors and employees of Holdings, any Parent Entity and the Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests in Holdings (or any Parent Entity) (provided that the amount of such loans and advances made in cash to such Person shall be contributed to Holdings or any Restricted Subsidiary in cash as a result common equity or Qualified Capital Stock) and (iii) for purposes not described in the foregoing clauses (i) and (ii); provided that at the time of incurrence thereof and after giving Pro Forma Effect thereto, the receipt of non‑cash consideration from dispositions aggregate principal amount outstanding in compliance with Section 6.01reliance on this clause (iii) shall not exceed $25,000,000; (h) loans and advances made in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstandingPermitted Acquisitions; (i) Permitted Acquisitions by the Borrower Group Members; (jeach Investment described in Schedule 6.06(i) additional investments by the Borrower Group Members so long as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though Closing Date, and any renewals, replacements, refinancings or refundings thereof that do not increase the amount of, or require an increase in the amount of, such investments had been consummated as Investment; provided however that, for the avoidance of doubt, any increase in the first day amount of any Investment referenced in this Section 6.06(i) (whether such Test Period; and increased Investment is voluntary or committed) shall not be permitted pursuant to this Section 6.06(i) (l) without limiting the availability of other applicable sections of this Section 6.06 to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06.make such increased Investment);

Investments. The Borrower shall notMake any Investments, nor shall it permit any of its Subsidiaries to, make any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”):except: (a) Investments in securities of any Person acquired in an Acquisition permitted hereunder; (b) Investments in Eligible Securities and other marketable securities in the ordinary course of management of the investment portfolio of SEI and its Subsidiaries; (c) Investments existing as of the date hereof and as set forth in Schedule 5.04, Schedule 5.05 or Schedule 7.07(c), provided that this Section 7.07(c) shall continue to apply to any Investments identified on any such schedule that are transferred from the holder thereof on the Closing Date to the Borrower or one or more of its Subsidiaries in compliance with Section 7.06(g); (d) accounts receivable arising and trade credit granted in the ordinary course of business (including loans or advances made to customers to finance the purchase of goods and services sold or provided by SEI and its Subsidiaries) and any securities received in satisfaction or partial satisfaction thereof in connection with accounts of financially troubled Persons to the extent reasonably necessary in order to prevent or limit loss; (e) Investments (including loans, advances and equity investments) (i) by SEI or any SEI Guarantor in SEI or any SEI Guarantor, (ii) by any PR Borrower or any PR Guarantor in SEI, any SEI Guarantor, any PR Guarantor or any PR Borrower, (iii) by any Subsidiary that is not a Borrower or a Guarantor in any other Subsidiary, and (iv) by SEI or any SEI Guarantor in any PR Borrower or any PR Guarantor, subject to the PR Downstream Limit; (f) to the extent not otherwise permitted by the other subsections of this Section 7.07, Investments consisting of loans, advances, equity interests and debt securities owned by any Person acquired in an Acquisition permitted hereunder (but excluding Investments acquired by such Person in contemplation of such Acquisition); provided that (i) within one hundred eighty (180) days of the consummation of the related Acquisition such Investments shall be liquidated by SEI or the applicable Subsidiary, as appropriate, so that the aggregate outstanding book value or fair market value, whichever is greater, of all Investments acquired in all Acquisitions shall not then exceed $15,000,000, and (ii) with respect to any such Investments that remain in place on the day that is one hundred eighty (180) days after the consummation of the related Acquisition, SEI or the applicable Subsidiary, as appropriate, shall have executed and delivered all documents and taken all such other action as the Administrative Agent and the Collateral Agent shall reasonably deem to be necessary and sufficient to confer on the Collateral Agent for the benefit of the Senior Secured Parties (as defined in the applicable Security Agreement) a duly perfected Lien thereon subject only to Permitted Liens; (g) other Investments in an aggregate principal amount during any fiscal year of SEI not to exceed $15,000,000 plus amounts previously invested pursuant to this Section 7.07(g) and returned to the applicable Person (either as a repayment of a loan or advance or return of equity capital) during such fiscal year; provided, that any portion of an amount that is permitted to be invested in a fiscal year, if not invested in such fiscal year, may be carried over for investment in successive fiscal years; (h) any investment by a Subsidiary that is not a Domestic Subsidiary in Foreign Cash Equivalents; (bi) Hedging Arrangements permitted under Section 6.12; (c) investments by the Borrower or any of its Subsidiaries in any Subsidiary investment made as a result of the Borrower; (d) investments by OpCo and its subsidiaries in the equity receipt of any Receivables Entity, pursuant to a Permitted Receivables Financing in non-cash consideration from an aggregate amount not to exceed $75,000,000 at any one time outstanding; (e) investments received Asset Disposition in connection with Section 7.06(f); and (j) funds placed in escrow accounts or trust funds (including the bankruptcy deposit of the amount of the Florida Bond Obligation in a trust fund in lieu of the Florida Bond Obligation) for purposes of future delivery of property, merchandise or reorganization of, services or settlement care and maintenance of delinquent accounts and disputes with, customers and suppliescemetery property, in each case in the ordinary course of business; (f) extensions of trade credit by the Borrower Group Members in the ordinary course of business; (g) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans and advances made in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; (i) Permitted Acquisitions by the Borrower Group Members; (j) additional investments by the Borrower Group Members so long as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test Period; and (l) to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06.

Investments. The Borrower shall will not, nor shall it and will not permit any of its Subsidiaries to, directly or indirectly, make or own any investments Investment in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”):Person except: (aA) Borrower and its Subsidiaries may make and own Investments in Cash Equivalents, provided that such Cash Equivalents are not subject to set off rights; (bB) Hedging Arrangements permitted under Section 6.12obligations of or equities in CoBank, as set forth in Subsection 2.8; (cC) investments by the Borrower or any of its Subsidiaries in any Subsidiary of the Borrowerexisting Investments set forth on Schedule 3.3(c); (dD) investments by OpCo the Acquisition and its subsidiaries Permitted Acquisitions; (E) exercise of the Put-Call; (F) purchases after the Closing Date of additional ownership interests in the equity of any Receivables EntityBDC, pursuant to a Permitted Receivables Financing in an aggregate amount during each fiscal year of Borrower not to exceed $75,000,000 at any one time outstanding250,000; (eG) investments received in connection with addition to Subsection 3.3(F), within one year of the bankruptcy Amendment Date, purchases of additional ownership interests in BDC, and Investments in BDC made to allow BDC to redeem such interests, provided, that (i) the aggregate amount of the Investments made in reliance on this Subsection (G) may not exceed $20,000,000 and (ii), subject to the last sentence of Section 2.3 of the Security Agreement, all of the ownership interests of the Borrower in BDC are pledged to the Administrative Agent and the Borrower has delivered to the Administrative Agent the stock certificates evidencing such ownership interest and all other documents required by Section 2.3(i) or reorganization of, or settlement Article V of delinquent accounts and disputes with, customers and supplies, in each case in the ordinary course of businessSecurity Agreement; (fH) extensions of trade credit advances to Subsidiaries, provided that such advances are evidenced by the Borrower Group Members in the ordinary course of business; (g) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans written promissory notes, such notes are demand notes and advances made in the ordinary course of business contain terms and provisions, including applicable interest rates, reasonable acceptable to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not Administrative Agent, and such notes have been delivered to exceed $3,000,000 at any time outstanding; (i) Permitted Acquisitions by the Borrower Group Members; (j) additional investments by the Borrower Group Members so long as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test PeriodAdministrative Agent; and (lI) other Investments in the Communications industry, the aggregate amount of which shall not exceed for any fiscal year (X) 5% of Borrower’s consolidated assets for the prior fiscal year plus (Y) the excess, if any, of the amount that Borrower was permitted in the prior fiscal year to dividend or distribute pursuant to clause (i) of the extent constituting investmentsfirst proviso in Subsection 3.5 over the aggregate amount of dividends and distributions actually made by Borrower during such fiscal year pursuant to clause (i) of the first proviso in Subsection 3.5, transactions permitted under Section 6.01, Section 6.03, Section 6.04 minus (Z) the aggregate amount of assets or Section 6.06business acquired in reliance on the proviso of Subsection 3.6(iv) for the fiscal year of the Investment.

Investments. The Borrower shall notMake or hold any Investments, nor shall it permit any of its Subsidiaries to, make any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”):except: (a) Investments held by the Borrower or such Restricted Subsidiary in the form of Cash Equivalents; (b) Hedging Arrangements permitted under Section 6.12loans or advances to officers, directors and employees of the Borrower and Restricted Subsidiaries (i) for travel, entertainment, relocation and analogous ordinary business purposes (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 Investments (i) by the Borrower or any of its Restricted Subsidiaries in any Loan Party (excluding Holdings but including any new Restricted Subsidiary which becomes a Loan Party), and (ii) by any Restricted Subsidiary of the BorrowerBorrower that is not a Loan Party in any other such Restricted Subsidiary that is also not a Loan Party; (d) investments 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, Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors, and Investments consisting of prepayments to suppliers in the ordinary course of business and consistent with past practice; (e) Investments arising out of transactions permitted under Sections 7.01, 7.03, 7.04, 7.05, 7.06; and 7.14. (f) Investments existing on the FourthEighth Amendment Effective Date and set forth on Schedule 7.02 and any modification, replacement, renewal or extension thereof; provided, that the amount of the original Investment is not increased except by OpCo the terms of such Investment or as otherwise permitted by this Section 7.02; (g) Investments in Swap Contracts permitted under Section 7.03; (h) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (i) 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 ​ ​ US\OMARAR\2185v1621.23 9947677.1410 ​ 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 subsidiaries in 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 equity total cash and noncash consideration paid by or on behalf of any Receivables Entitythe 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 Permitted Receivables Financing 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 an aggregate amount 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 ​ ​ US\OMARAR\2185v1621.23 9947677.1410 ​ 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 to exceed $75,000,000 10,000,000 in the aggregate at any 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; (ek) investments 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, or of suppliers and customers and in settlement of delinquent accounts obligations of, and other disputes with, customers and supplies, in each case in the ordinary course of business; (f) extensions of trade credit by the Borrower Group Members in the ordinary course of business; (g) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans and advances made suppliers arising in the ordinary course of business and upon the foreclosure with respect to the Borrower’s any secured Investment or other transfer of title with respect to any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstandingsecured Investment; (im) Permitted Acquisitions by the Borrower Group Memberslicensing, sublicensing or contribution of IP Rights pursuant to joint marketing arrangements with Persons other than Holdings and its Restricted Subsidiaries; (jn) additional investments by loans and advances to Holdings in lieu of, and not in excess of the Borrower Group Members 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 the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and immediately after giving effect thereto (i) to any such Investment, no Default or Event of Default has occurred and is continuing under Article VII(a)continuing, Article VII(b)other Investments after the Third Amendment Effective Date not exceeding $30,000,000 in the aggregate; provided, Article VII(f)however, Article VII(g)that, Article VII(h) or Article VII(l) and (ii) such amount may be increased by the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as net cash proceeds of the relevant Test Period as though such investments had been consummated as of the first day of such Test Period; andPermitted Equity Issuances; (lp) 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 extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06.seller of such Investments;

Investments. The Borrower shall notMake any Investments, nor shall it permit any of its Subsidiaries to, make any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”):except: (a) Cash EquivalentsInvestments held by such Borrower or such Restricted Subsidiary in the form of cash, cash equivalents or short-term marketable debt securities; (b) Hedging Arrangements (i) Investments by any Borrower or any Restricted Subsidiary in their respective Restricted Subsidiaries outstanding on the Amendment No. 8 Effective Date and (ii) additional Investments by any Borrower or any Restricted Subsidiary in another Restricted Subsidiary; provided that immediately after giving effect to such Investment in this clause (ii), the 70% Guaranty Threshold is satisfied; (c) 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) Guarantees permitted by Section 7.03 and, to the extent constituting Investments, transactions permitted under Section 7.04; (e) Investments existing on the Amendment No. 8 Effective Date and set forth on Parts (a) and (b) of Schedule 5.13 and on Part (b) of Schedule 7.03; (f) Investments constituting Acquisitions; provided that, with respect to each Acquisition made pursuant to this Section 7.02(f) and subject to, in the case of an Acquisition that is a Limited Condition Transaction, Section 1.13: (i) any Restricted Subsidiary created to consummate, or acquired as a result of, such Acquisition shall comply with the applicable requirements of Section 6.12; (cii) investments by the Borrower or any lines of its Subsidiaries in any Subsidiary business of the BorrowerPerson to be (or the property of which is to be) so purchased or otherwise acquired shall not be substantially different from the marketing, sale, financing, distribution or brokerage of fuel and/or energy products or the provision of ancillary services related or incidental thereto; (diii) investments by OpCo immediately before and its subsidiaries immediately after giving effect to any such Acquisition no Default shall have occurred and be continuing, (iv) after giving Pro Forma Effect to such Acquisition and any indebtedness related thereto, the Borrowers shall be in Pro Forma Compliance with Section 7.11 (after giving effect to any permitted increase in the equity then applicable level as provided in Section 7.11(b)) (provided that, in the case of any Receivables EntityAcquisition (i) consummated after the end of the fourth fiscal quarter of a fiscal year and prior to the delivery of audited financials for such fiscal year, such pro forma calculations may be based, to the extent approved by Administrative Agent, on financial information that complies with the requirements of Section 6.01(b) and (ii) that is a Limited Condition Transaction, compliance with the Consolidated Total Leverage Ratio requirement set forth above shall be measured as of the date elected by the Borrowing Agent pursuant to Section 1.13(c) (but giving prospective effect to any permitted increase in the then applicable level as provided in Section 7.11(b))) and, in the case of any Acquisition having a Permitted Receivables Financing Cost of Acquisition in excess of the Threshold Amount, WFS shall have delivered to the Administrative Agent a Compliance Certificate demonstrating compliance with the requirements of this clause (iv); (v) on the date of the certificate delivered pursuant to clause (vi) of this Section 7.02(f) and after giving effect to any such Acquisition (and any incurrence of Indebtedness in connection therewith) Available Liquidity shall not be less than $200,000,000; and (vi) if the Cost of Acquisition of such Acquisition is in excess of the Threshold Amount, the Borrowing Agent shall have delivered to the Administrative Agent, on or prior to the date on which such Acquisition is to be consummated (or, in the case of an Acquisition that is a Limited Condition Transaction, no later than three (3) Business Days (or such longer period as may be agreed to by the Administrative Agent) following the date of execution of the definitive agreement for such Acquisition), a certificate of a Responsible Officer certifying that all of the requirements set forth in this subsection (f) (other than clause (i) of this subsection (f)) have been satisfied or will be satisfied on or prior to the consummation of such Acquisition; (g) Investments in the form of loans or other similar credit arrangements made to customers in consideration for the receipt of a commercial contract for the marketing, sale, financing, distribution or brokerage of fuel and/or energy products or the provision of ancillary services related or incidental thereto; (h) Investments in securities of Account Debtors received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such Account Debtors; (i) Investments in Unrestricted Subsidiaries in an aggregate amount not to exceed $75,000,000 150,000,000 outstanding at any one time outstanding; (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and supplies, in each case in the ordinary course of business; (f) extensions of trade credit by the Borrower Group Members in the ordinary course of business; (g) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans and advances made in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; (i) Permitted Acquisitions by the Borrower Group Memberstime; (j) additional investments by the Borrower Group Members so long as Investments consisting of sustainability and/or green energy related Investments; provided that the aggregate amount invested, loaned or advanced does book value thereof shall not exceed $10,000,000 in 5% of the aggregate book value of the assets (tangible and intangible) of WFS and its Restricted Subsidiaries, on a consolidated basis, without giving effect to any fiscal year;such Investment; and (k) additional investments so long as both before other Investments, including Investments in excess of amounts permitted by Section 7.02(i), provided that the aggregate book value thereof, together with Investments in Unrestricted Subsidiaries made pursuant to Section 7.02(i), shall not exceed 13% of the aggregate book value of the assets (tangible and after intangible) of WFS and its Restricted Subsidiaries, on a consolidated basis, without giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though to any such investments had been consummated as of the first day of such Test Period; and (l) to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06Investment.

Investments. The Borrower shall notMake any Investments, nor shall it permit any of its Subsidiaries to, make any investments in any equity or debt securities except the following (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”): (a) Investments held by the Borrower or such Subsidiary in the form of cash or Cash Equivalents; (b) Hedging Arrangements permitted under Section 6.12Investments existing as of the Closing Date and set forth in Schedule 7.02; (c) investments Guarantees permitted by Section 7.03; (d) (x) Acquisitions by the Borrower or any of its Subsidiaries in any Subsidiary of the Borrower; (d) investments by OpCo and its subsidiaries in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 10,000,000 in the aggregate so long no Event of Default shall have occurred and be continuing, or would occur after giving effect thereto, and (y) to the extent not covered under the preceding clause (x), other Acquisitions by a Loan Party with respect to which the following conditions have been satisfied (“Permitted Acquisitions”): (i) the property acquired (or the property of the Person acquired) in such Acquisition is used or useful in the same or a similar line of business as the Borrower and its Subsidiaries were engaged in on the Closing Date (or any reasonable extensions or expansions thereof) and after giving effect to such Acquisition, such property will not be encumbered by any Lien other than a Permitted Lien; (ii) in the case of an Acquisition of the Voting Interests of another Person, the board of directors (or other comparable governing body) and the shareholders (if required by applicable Law) of such other Person shall have duly approved such Acquisition; (iii) the representations and warranties made by the Loan Parties in each Loan Document shall be true and correct in all material respects at and as if made as of the date of such Acquisition (after giving effect thereto) and no Event of Default shall have occurred and be continuing, or would occur after giving effect thereto; (iv) immediately after giving effect to such Acquisition, there shall be at least $15,000,000 of Availability; (v) the Purchase Price (which specifically includes any one time outstandingso-called “earn out” payments) paid by such Loan Party for any such Acquisition under this clause (d)(y) shall not exceed $250,000,000 in the aggregate for all such Acquisitions occurring during the term of this Agreement, or, if the Purchase Price is greater than such dollar amount, the prior written approval of the Required Lenders shall have been obtained; and (vi) at least five Business Days prior to the consummation of any such Acquisition, the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such Acquisition, the Loan Parties would be in compliance with the financial covenants set forth in Section 7.11 on a Pro Forma Basis and reflecting a Consolidated Net Leverage Ratio at least 0.5 below the then applicable Consolidated Net Leverage Ratio required by Section 7.11(a); (e) investments received Investments in connection any Joint Venture, to the extent that the aggregate amount of all Investments made pursuant to this Section 7.02(e), together with such other Investments made pursuant to Section 7.02(f), shall not exceed the bankruptcy or reorganization of, or settlement greater of delinquent accounts and disputes with, customers and supplies, in each case (x) $275,000,000 in the ordinary course aggregate and (y) 15.00% of business; (f) extensions the combined Consolidated Tangible Net Worth of trade credit by the Borrower Group Members in the ordinary course of business; and its Subsidiaries (gprovided that (x) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans and advances made intercompany current liabilities incurred in the ordinary course of business to and consistent with past practice in connection with the Borrower’s cash management operations of the Borrower shall not be included in calculating such limitation and (y) such limitation shall be net of (1) any return or distribution of capital or repayments of principal in respect of any Investment made under Section 7.02(e) and Section 7.02(f) (but in the case of its Subsidiaries’ employees any Investments made in an aggregate principal amount any single Joint Venture, not to exceed $3,000,000 at any time outstanding; (i) Permitted Acquisitions by the Borrower Group Members; (j) additional investments by the Borrower Group Members so long as the aggregate amount investedof such Investments made in such Joint Venture pursuant to this clause (e)) and (2) any loss recognized on the income statement of the Borrower in respect of an Investment made in a Joint Venture to the extent such Investment was made pursuant to this Section 7.02(e)); provided, loaned further, that at the time of each such Investment, no Default shall have occurred or advanced does not exceed $10,000,000 in any fiscal year; result therefrom. Notwithstanding the foregoing, if (k) additional investments so long as both before and after giving effect thereto (iA) no Default or Event of Default has occurred and is continuing under Article VII(aand (B)(1) for two consecutive fiscal quarters of the Borrower, Compliance Certificates are delivered pursuant to Section 6.02(b) that include calculations demonstrating the Consolidated Senior Secured Leverage Ratio is equal to or less than 1.25 to 1.00 as of the end of each period covered by each such Compliance Certificate or (2) the Compliance Certificate delivered pursuant to Section 4.01(a)(xi) includes calculations demonstrating the Consolidated Senior Secured Leverage Ratio is equal to or less than 1.25 to 1.00 as of December 31, 2016, the Borrower and its Subsidiaries shall no longer be subject to the restrictions on Investments in Joint Ventures pursuant to this clause (e) (the “Covenant Suspension”), Article VII(bin the case of clause (B)(1) above, commencing on the date that such second Compliance Certificate is delivered and, in the case of clause (B)(2) above, commencing on the Closing Date; provided, however, if for any two consecutive fiscal quarters of the Borrower after a Covenant Suspension has become effective, Compliance Certificates are delivered pursuant to Section 6.02(b) demonstrating the Consolidated Senior Secured Leverage Ratio is greater than 1.25 to 1.00 as of the end of each period covered by each such Compliance Certificate (such second Compliance Certificate, a “Subsequent Compliance Certificate”), Article VII(fthe ability of the Borrower and its Subsidiaries to make Investments in Joint Ventures pursuant to this clause (e) shall, with respect to Investments made on and after the date such Subsequent Compliance Certificate is delivered, be calculated in accordance with the terms of this Section 7.02(e) (without excluding any Investments made pursuant to this clause (e) during the period of the Covenant Suspension). (f) Investments in CIS not to exceed $5,000,000 in the aggregate, Article VII(g), Article VII(hplus any and all letters of credit required by any Governmental Authority to be issued for the account of CIS up to an amount not to exceed $25,000,000 in the aggregate; (g) or Article VII(l(i) equity interests in Subsidiaries existing as of the Closing Date and identified on Schedule 5.13; and (ii) Investments in any Guarantor; (h) Investments consisting of Indebtedness permitted under Section 7.03(l); and (i) Investments in infrastructure funds and other equity investments related to public private partnerships not to exceed $100,000,000 in the aggregate outstanding on and after the Closing Date, so long as: (i) immediately after giving effect to such investment, there shall be at least $15,000,000 of Availability; and (ii) at least five Business Days prior to the any such investment, the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such investment, the Loan Parties would be in compliance with the financial covenant covenants set forth in Section 5.12(a) 7.11 on a Pro Forma Basis as of and reflecting a Consolidated Net Leverage Ratio at least 0.5 below the relevant Test Period as though such investments had been consummated as of the first day of such Test Period; and (l) to the extent constituting investments, transactions permitted under then applicable Consolidated Net Leverage Ratio required by Section 6.01, Section 6.03, Section 6.04 or Section 6.067.11(a).

Investments. The Borrower None of the Covenant Parties or any their Restricted Subsidiaries shall not, nor shall it permit any of its Subsidiaries todirectly or indirectly, make or hold any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any PersonInvestments, other than (collectively, “Permitted Investments”):except: (a) Investments by any Covenant Party or any of its Restricted Subsidiaries in assets that were Cash EquivalentsEquivalents when such Investment was made; (b) Hedging Arrangements permitted under Section 6.12loans or advances to officers, directors and employees of any Loan Party 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 Company (or any direct or indirect parent thereof) (provided that the amount of such loans and advances shall be contributed to the Company in cash as common equity) and (iii) for purposes not described in the foregoing clauses (i) and (ii), in an aggregate principal amount outstanding not to exceed $10,000,000; (c) investments Investments by the Borrower any Covenant Party or any of its Subsidiaries Restricted Subsidiary in any Subsidiary of the BorrowerCovenant Party or any Restricted Subsidiary; (d) investments by OpCo and its subsidiaries Investments consisting of extensions of credit in the equity nature of any Receivables Entityaccounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstanding; (e) investments and Investments received in connection with the bankruptcy satisfaction or reorganization of, or settlement of delinquent accounts partial satisfaction thereof from financially troubled account debtors and disputes with, customers and supplies, in each case other credits to suppliers in the ordinary course of business; (e) Investments consisting of Liens, Indebtedness, fundamental changes, Dispositions and Restricted Payments permitted under Sections 7.01, 7.03, 7.04, 7.05 and 7.06, respectively; (f) extensions Investments existing or contemplated on the 2020 Credit Agreement Closing Date set forth on Schedule 7.02(f) and, in each case, any modification, replacement, renewal, reinvestment or extension thereof; (g) Investments in Swap Contracts permitted under Section 7.03; (h) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (i) any acquisition of all or substantially all the assets of, or all the Equity Interests (other than directors’ qualifying shares) in, a Person or division or line of business of a Person (or any subsequent investment made in a Person, division or line of business previously acquired in a Permitted Acquisition), if immediately after giving effect thereto: (i) no Default shall have occurred and be continuing or would result therefrom; (ii) all transactions related thereto shall be consummated in accordance with applicable Laws; (iii) solely to the extent any Class A Term Loans or Revolving Credit Commitments, or in each case any refinancing thereof, are outstanding, with respect to any such acquisition or investment with a fair market value in excess of $25,000,000, the Covenant Parties and their Restricted Subsidiaries shall be in Pro Forma Compliance with the covenants set forth in Section 7.11 after giving effect to such acquisition or investment and any related transactions; (iv) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness permitted by Sections 7.03(g) or (t); (v) to the extent required by Section 6.11(b) and Section 7.04, any Person acquired in such acquisition if such Person is not an Excluded Subsidiary or a Unrestricted Subsidiary, shall be merged into a Covenant Party or a Restricted Subsidiary which is a Guarantor or become upon consummation of such acquisition a Loan Party; and (vi) in the case of such investments following the 2020 Credit Agreement Closing Date, the aggregate amount of such investments by Loan Parties in assets that are not (or do not become) owned by a Loan Party or in Equity Interests in Persons that do not become Loan Parties upon consummation of such acquisition shall not exceed $475,000,000 (and together with, but without duplication of, the aggregate amount of Investments made pursuant to Sections 7.02(n)(x) and 7.02(s)(x) shall not exceed $1,000,000,000) (net of any return representing a return of capital in respect of any such Investment) (any such acquisition, a “Permitted Acquisition”); (j) [Reserved]; (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade credit arrangements with customers consistent with past practices; (l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to the Company and any other direct or indirect parent of a Covenant Party, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(g), (h) or (i); (n) other Investments made following the 2020 Credit Agreement Closing Date, in an aggregate amount outstanding pursuant to this clause (n) (valued at the time of the making thereof, and without giving effect to any write downs or write offs thereof) not to exceed (x) $475,000,000 (and together with, but without duplication of, the aggregate amount of Investments made pursuant to Section 7.02(s)(x) and the aggregate consideration paid in respect of assets that are not (or do not become) owned by a Loan Party or in Equity Interests in Persons that do not become Loan Parties upon consummation of such acquisition pursuant to Section 7.02(i)(vi) not to exceed $1,000,000,000) plus (y) the Borrower Group Members portion, if any, of the Cumulative Credit on the date of such election that Xxxxxxx elects to apply to this subsection (y), such election to be specified in a written notice of a Responsible Officer of Xxxxxxx calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied; (o) advances of payroll payments to employees in the ordinary course of business; (gp) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans and advances made in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; (i) Permitted Acquisitions by the Borrower Group Members; (j) additional investments by the Borrower Group Members so long as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test Period; and (l) Investments to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 that payment for such Investments is made solely with Equity Interests of the Company (or Section 6.06.any direct or indirect parent of the Company);

Investments. The Borrower Each of the Loan Parties shall not, nor and shall it not permit any of its Subsidiaries to, make any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”): (a) Cash Equivalents; (b) Hedging Arrangements permitted under Section 6.12; (c) investments by the Borrower Loan Party or any of its Subsidiaries non-domestic Subsidiaries, to make or permit to exist any Investment in any Subsidiary of other Person, except the Borrower;following: (di) investments contributions by OpCo and its subsidiaries in a Borrower to the equity capital of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstanding; (e) investments received in connection with the bankruptcy or reorganization ofWholly-Owned Subsidiary, or settlement by any Subsidiary to the capital of delinquent accounts and disputes withany other domestic Wholly-Owned Subsidiary, customers and suppliesso long as the recipient of any such capital contribution has guaranteed the Obligations, in each case in accordance with Section 8.1.8 [Further Assurances; Joinder of Loan Parties]; (ii) Investments constituting Indebtedness permitted by Section 8.2.1 [Indebtedness]; (iii) Contingent Liabilities constituting Indebtedness permitted by Section 8.2.1 [Indebtedness] or Liens permitted by Section 8.2.2 [Liens]; (iv) Cash Equivalent Investments; (v) bank deposits in the ordinary course of business; (fvi) extensions intercompany investments (a) by domestic Loan Parties to or in domestic Loan Parties or non-domestic Subsidiaries of trade credit the Company, and (b) by the Borrower Group Members non-domestic Subsidiaries to or in the ordinary course of businessnon-domestic Subsidiaries; (gvii) investments made as a result In addition to the Investments permitted by other clauses of the receipt this Section 8.2.11 (including Investments permitted by clause (ix) below) Investments in or to Ventures in an aggregate amount at any time of non‑cash consideration from dispositions calculation not in compliance with Section 6.01excess of $100,000,000; (hviii) loans and advances made in the ordinary course of business by non-domestic Subsidiaries to the a Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not , provided that each such loan is subject to exceed $3,000,000 at any time outstandinga subordination agreement satisfactory to Administrative Agent; (iix) Permitted Investments to consummate Acquisitions permitted by the Borrower Group Members; (j) additional investments by the Borrower Group Members so long as the aggregate amount investedSection 8.2.5 [Acquisitions, loaned or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a)Mergers, Article VII(b)Consolidations, Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test PeriodSales]; and (lx) Investments listed on Schedule 8.2.11 as of the Closing Date, provided that (x) any Investment which when made complies with the requirements of the definition of the term “Cash Equivalent Investment” may continue to the extent constituting investmentsbe held notwithstanding that such Investment if made thereafter would not comply with such requirements; (y) no Investment otherwise permitted by clause (vii) or (ix) shall be permitted to be made if, transactions permitted under Section 6.01immediately before or after giving effect thereto, Section 6.03, Section 6.04 any Event of Default or Section 6.06Potential Default exists.

Investments. The Borrower shall notMake any Investments, nor shall it permit any of its Subsidiaries to, make any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”):except: (a) Cash EquivalentsInvestments held by the Company or such Subsidiary in the form of cash equivalents or short-term marketable securities; (b) Hedging Arrangements permitted under Section 6.12; (c) investments by the Borrower or any of its Subsidiaries in any Subsidiary advances to officers, directors and employees of the Borrower; (d) investments by OpCo Company and its subsidiaries in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing Subsidiaries in an aggregate amount not to exceed $75,000,000 5,000,000 at any one time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (ec) investments received Investments of the Company in connection with any Revolving and Floorplan Facility Subsidiary Guarantor and Investments of any Revolving and Floorplan Facility Subsidiary Guarantor in the bankruptcy Company or reorganization of, in another Revolving and Floorplan Facility Subsidiary Guarantor; (d) Investments consisting of extensions of credit in the nature of accounts receivable or settlement notes receivable arising from the grant of delinquent accounts and disputes with, customers and supplies, in each case 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 7.03; (f) extensions of trade credit Acquisitions permitted by Section 7.12; (g) Buyer Notes obtained by the Borrower Group Members Company or a Subsidiary in connection with a Disposition permitted by Section 7.05(h), provided, however, that the aggregate amount of all such Investments at any one time shall not exceed $10,000,000; (h) Investments made in connection with the Company’s supplemental executive retirement plan, as the same may be amended, so long as such Investments do not exceed $5,000,000 in any given calendar year; (i) Investments in Special Purpose Insurance Captives, such Investments not to exceed $50,000,000 in the aggregate over the term of the Obligations hereunder; and (j) other Investments not exceeding $50,000,000 in the aggregate in any fiscal year of the Company; provided, however, that, other than with respect to obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business; (g) investments made as , no Investment shall result in the transfer of any Collateral from the Loan Parties except with respect to a result Release Property, subject to the satisfaction of the receipt of non‑cash consideration from dispositions conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in compliance accordance with Section 6.01; (h) loans and advances made in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; (i) Permitted Acquisitions by the Borrower Group Members; (j) additional investments by the Borrower Group Members so long as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test Period; and (l) to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.062.19.

Investments. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, make or hold any direct or indirect investment in any Person, including capital contributions to the Person, investments in or the acquisition of the debt or equity securities of the Person, or any equity loans, guaranties, trade credit, or debt securities (issued by Persons other than the Borrower) or make any loan or advance extensions of credit to any Person, other than the following (collectively, the “Permitted Investments”): (a) Cash Equivalentsinvestments in the form of trade credit to customers of a Credit Party arising in the ordinary course of business and represented by accounts from such customers; (b) Hedging Arrangements permitted under Section 6.12Liquid Investments; (c) loans, advances, or capital contributions to, or investments in, or purchases or commitments to purchase any stock or other securities or evidences of indebtedness of, or interests in, any Person existing on the Effective Date, in each case as specified in the attached Schedule 6.3 and made on or prior to the Effective Date; provided that, the respective amounts of such loans, advances, capital contributions, investments, purchases and commitments shall not be increased (other than appreciation), except as may be permitted by the Borrower or any other clause of its Subsidiaries in any Subsidiary of the Borrowerthis Section 6.3; (d) investments loans, advances and equity contributions by OpCo and its subsidiaries in a Credit Party to any other Credit Party; provided that the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount of equity contributions to non-wholly owned Restricted Subsidiaries shall not to exceed $75,000,000 at any one time outstanding50,000,000; (e) investments received creation of any additional Subsidiaries in connection compliance with the bankruptcy or reorganization of, or settlement of delinquent accounts Section 5.6 and disputes with, customers and supplies, in each case in the ordinary course of businessSchedule III; (f) extensions of trade credit by the Borrower Group Members in the ordinary course of businessCapital Expenditures permitted under Section 6.19; (g) investments made as a result Permitted Acquisitions and any acquisition of equity securities in connection with the receipt of non‑cash consideration from dispositions Rough Rider Acquisition (other than the Equity Interests in compliance with Section 6.01Dodge Water Depot) or the AWS Acquisition; (hi) loans investments in any Equity Interest received in satisfaction or partial satisfaction thereof from financially troubled account debtors, and advances (ii) deposits, prepayments and other credits to suppliers and vendors made in the ordinary course of business to of the Borrower’s or any of Borrower and its Restricted Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; (i) Permitted Acquisitions by Investments in Unrestricted Subsidiaries, Foreign Subsidiaries and joint ventures in an aggregate amount outstanding at any time (on a cost basis) which, when combined with (without duplication) the Borrower Group Membersaggregate amount of consideration paid for any Equity Interests in Unrestricted Subsidiaries under Section 6.4(b)(ii), would not exceed $40,000,000; (j) additional investments by the Borrower Group Members so long Investments received as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 non-cash portion of consideration received in connection with the sale of disposition of any fiscal yearProperty permitted by Section 6.8; (k) additional to the extent permitted under applicable laws, investments so long as both before consisting of loans and advances to officers, directors and other employees of the Borrower and its Restricted Subsidiaries for travel, entertainment, relocation and analogous ordinary business purposes in an aggregate amount outstanding at any time (on a cost basis) not to exceed $500,000; (l) Investments in Dodge Water Depot existing on the First Amendment Effective Date, provided that the amount of such Investments shall not increase after giving effect thereto the First Amendment Effective Date (i) no Default or Event of Default has occurred and is continuing under Article VII(aother than appreciation), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would except as may be in compliance with the financial covenant in permitted by any other clause of this Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test Period6.3; and (lm) other Investments not listed above and not otherwise prohibited by this Agreement in an aggregate amount outstanding at any time (on a cost basis) not to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06exceed $10,000,000.

Investments. The No Borrower shall notshall, nor shall it permit any of its Subsidiaries toeither directly or indirectly, make or have outstanding any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any PersonInvestment, other than (collectively, “Permitted Investments”):except: (a) Cash Equivalentsequity Investments by any Borrower in any other Borrower; (b) Hedging Arrangements guarantees by Borrower(s) of the Debts or other obligations of other Borrower(s) permitted under Section 6.129.1(h) above; (c) investments by the Borrower or any of its Subsidiaries in any Subsidiary of the BorrowerCash Equivalent Investments; (d) investments Equity and/or debt securities issued by OpCo and its subsidiaries any Account Debtors of Borrowers in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstanding; (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and supplies, in each case in the ordinary course of business; (f) extensions of trade credit by the Borrower Group Members in the ordinary course of business; (g) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans and advances made Accounts in the ordinary course of business to consistent with past practices or in the Borrower’s or course of any proceedings regarding such Account Debtors under the Bankruptcy Code in satisfaction of its SubsidiariesBorrowers’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstandingclaims against such Account Debtors; (ie) Permitted Acquisitions by Investments listed on Schedule 9.3 as of the Borrower Group Membersdate of the Eleventh Amendment to this Agreement, including Investments in the Foreign Subsidiaries of Borrowers existing as of the date of the Eleventh Amendment to this Agreement; (jf) additional investments by the Borrower Group Members so long as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal year;Investments permitted under Section 9.7; and (kg) additional investments so long as both other Investments in businesses related to the core business activities of the Borrowers (including Investments in the Foreign Subsidiaries of Borrowers) made on or after the date of the Eleventh Amendment to this Agreement, provided that (i) immediately before and immediately after giving effect thereto (i) to any such Investment, no Unmatured Event of Default or Event of Default has shall have occurred and is be continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance aggregate amount of such Investments (net of all repayments, returns of capital, interest payments, dividends and distributions received after the date of the Eleventh Amendment to this Agreement) permitted pursuant to this clause (g) shall not exceed $4,000,000 at any time; provided, however, that any Investment which when made complies with the financial covenant in Section 5.12(a) on a Pro Forma Basis as requirements of the relevant Test Period as though such investments had been consummated as definition of the first day of term “Cash Equivalent Investment” may continue to be held notwithstanding that such Test Period; and (l) to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06Investment if made thereafter would not comply with such requirements.

Investments. The Borrower shall notNo Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, make or own any investments Investment in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”):except: (a) Investments in cash and Cash EquivalentsEquivalents and deposit accounts or securities accounts in connection therewith; (b) Hedging Arrangements permitted (i) equity Investments owned as of the Tenth Amendment Effective Date in any Subsidiary; (ii) any Investment in any Credit Party (other than Parent); (iii) Investments by any Credit Parties in Subsidiaries which are not Credit Parties (provided that the aggregate amount of all such Investments under Section 6.12this clause (iii) does not exceed $250,000 at any time outstanding); and (iv) Investments by Subsidiaries which are not Credit Parties in other Subsidiaries which are not Credit Parties; (c) investments by intercompany loans to the Borrower or any of its Subsidiaries in any Subsidiary of the Borrowerextent permitted under Section 8.1(b); (d) investments Investments existing on the Tenth Amendment Effective Date and described on Schedule 8.6; (e) Investments constituting Swap Agreements permitted by OpCo and its subsidiaries Section 8.1(e); (f) Permitted Acquisitions; (g) guarantees by any Credit Party of leases or other obligations that do not constitute Indebtedness, in each case entered into in the equity ordinary course of business; (h) loans or advances to officers, directors, employees, consultants and independent contractors of any Receivables EntityCredit Party for travel, pursuant to a Permitted Receivables Financing entertainment, relocation and analogous ordinary business purposes in an aggregate amount not to exceed $75,000,000 at 375,000 in any one time outstandingFiscal Year; (ei) investments to the extent constituting Investments, transactions expressly permitted (other than by reference to Section 8.6) under Sections 8.1, 8.2, 8.4, and 8.10; (j) promissory notes and other noncash consideration received in connection with Asset Sales permitted under Section 8.10(c); (k) Investments in the ordinary course of business consisting of (i) endorsements for collection or deposit and (ii) customary trade arrangements with customers; (l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of, or of suppliers and customers and in settlement of delinquent accounts obligations of, and other disputes with, customers and suppliessuppliers 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 Intellectual Property pursuant to joint marketing arrangements with Persons other than the Credit Parties in the ordinary course of business; (n) advances of payroll payments to employees, consultants or independent contractors or other advances of salaries or compensation to employees, consultants or independent contractors, in each case in the ordinary course of business; (f) extensions of trade credit by the Borrower Group Members in the ordinary course of business; (g) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans and advances made in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; (i) Permitted Acquisitions by the Borrower Group Members; (j) additional investments by the Borrower Group Members so long as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test Period; and (l) to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06.

Investments. The Borrower shall not, nor shall it permit Make or hold any of its Subsidiaries to, make any investments Investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”):except: (a) Investments held in the form of Cash Equivalents; (b) Hedging Arrangements permitted under Section 6.12Investments made on or prior to the Closing Date, including Investments in the Wireless Partnerships, Investments in the SCCs and other Investments in non-voting participation certificates of any Senior Lender, in each case, as set forth in Schedule 5.08 as of the Closing Date (and in respect of any such scheduled non-voting participation certificates of a Senior Lender, additional Investments made after the Closing Date in such non-voting certificates including accruals on such certificates made by such Senior Lender in accordance with its bylaws and capital plan); (c) investments by the Borrower Advances or any of its Subsidiaries in any Subsidiary of the Borrower; (d) investments by OpCo loans to directors, officers and its subsidiaries in the equity employees of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 at any one time outstanding; (e) investments received in connection with the bankruptcy Loan Party or reorganization of, or settlement of delinquent accounts and disputes with, customers and supplies, in each case in the ordinary course of business; (f) extensions of trade credit by the Borrower Group Members in the ordinary course of business; (g) investments made as a result of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans and advances made in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees as presently conducted in an aggregate a principal amount not to exceed $3,000,000 2,500,000 in the aggregate at any one time outstanding; provided, however that any such advances or loans to directors or executive officers shall only be permitted to the extent allowable under Xxxxxxxx-Xxxxx; (d) Investments by any Loan Party in the form of contributions to capital or loans or advances (i) outstanding or made on the Closing Date in any other Consolidated Party and (ii) made in any Consolidated Borrower Party at any time outstanding; after the Closing Date (i) Permitted Acquisitions by the Borrower Group Members; (j) additional investments by the Borrower Group Members so long as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 made in any fiscal year; other Consolidated Party for the sole purpose of funding a substantially contemporaneous Investment in a Consolidated Borrower Party by such other Consolidated Party); provided that (kA) additional investments so long as both immediately before and after giving effect thereto (i) thereto, no Default exists or Event would result therefrom, (B) each item of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) intercompany Indebtedness shall be unsecured and (iiC) each item of intercompany Indebtedness shall be evidenced by an Intercompany Note which shall be pledged as security for the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as Second Lien Obligations of the relevant Test Period as though such investments had been consummated as holder thereof under the Second Lien Loan Documents and, if prior to the Final Senior Termination Date, delivered to the Senior Administrative Agent pursuant to the Senior Pledge and Security Agreement and the Intercreditor Agreement, and thereafter, delivered to the Second Lien Administrative Agent pursuant to the terms of the first day of such Test Period; and (l) to the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06.Second Lien Collateral Documents;

Investments. The Borrower shall notMake or hold any Investments, nor shall it permit any of its Subsidiaries to, make any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”):except: (a) Investments held by Holdings and its Subsidiaries in the form of Cash Equivalents; (b) Hedging Arrangements permitted under Section 6.12; (c) investments by the Borrower or any advances to officers, directors and employees of Holdings and its Subsidiaries in any Subsidiary of the Borrower; (d) investments by OpCo and its subsidiaries in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 2,000,000 at any one time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (ei) investments received Investments by Holdings and its Subsidiaries in connection with their respective Subsidiaries outstanding on the bankruptcy Amendment and Restatement Effective Date, (ii) additional Investments by Holdings and its Subsidiaries in Loan Parties (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 reorganization ofwould result from such Investment, additional Investments by the Loan Parties in wholly-owned Subsidiaries that are not Loan Parties in an aggregate amount invested from the Amendment and Restatement Effective Date not to exceed $25,000,000; provided that each such Investment that consists of intercompany Indebtedness owing to a Loan Party shall be evidenced by an intercompany note which shall be delivered to, and in form reasonably acceptable to, the Administrative Agent and shall constitute “Pledged Debt” pursuant to the terms of the Security Agreement; (d) Investments consisting of extensions of credit in the nature of accounts receivable or settlement notes receivable arising from the grant of delinquent accounts and disputes with, customers and supplies, in each case 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) extensions of trade credit by Investments existing on the Borrower Group Members Amendment and Restatement Effective Date (other than those referred to in the ordinary course of businessSection 7.03(c)(i)) and set forth on Schedule 5.08(e); (g) investments made as a result of Investments by the receipt of non‑cash consideration from dispositions Borrower in compliance with Swap Contracts permitted under Section 6.017.02(a); (h) loans any Acquisition; provided that each of the following conditions shall be satisfied: (i) any Subsidiary created or acquired in connection with such Acquisition 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 Acquired shall be substantially similar or related to one or more of the principal businesses of the Borrower and advances made its Subsidiaries in the ordinary course course; (iii) (A) immediately before and immediately after giving effect to any such Acquisition, no Default shall have occurred and be continuing and (B) immediately after giving effect to such Acquisition, Holdings and its Subsidiaries shall be in compliance with all of business the covenants set forth in Section 7.11 on a Pro Forma Basis, such compliance to be determined on the basis of the financial information most recently delivered to the Borrower’s Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b); and (iv) the Borrower shall have delivered to the Administrative Agent and each Lender, at least two Business Days prior to the date on which any such 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 Acquisition; and (i) Investments by the Borrower and its Subsidiaries’ employees Subsidiaries not otherwise permitted under this Section 7.03 in an aggregate principal amount not to exceed (i) so long as the Consolidated Leverage Ratio determined on the basis of the financial statements most recently delivered in accordance with Section 6.01 is greater than to 3.50 to 1.0, $3,000,000 at 25,000,000 and (ii) so long as such Consolidated Leverage Ratio is less than or equal to 3.50 to 1.0, $50,000,000 (it being understood that in each case fluctuations in the Consolidated Leverage Ratio after the incurrence of any time outstanding;Investment shall not retroactively create a Default); provided that, with respect to each Investment made pursuant to this Section 7.03(i): (i) Permitted Acquisitions such Investment shall not include or result in any contingent liabilities that could reasonably be expected to be material to the business, financial condition, operations or prospects of the Borrower and its Subsidiaries, taken as a whole (as determined in good faith by the board of directors (or persons performing similar functions) of the Borrower Group Membersor such Subsidiary if the board of directors is otherwise approving such transaction and, in each other case, by a Responsible Officer); (jii) additional investments by such Investment shall be in property that is part of, or in lines of business that are, substantially similar or related to one or more of the principal businesses of the Borrower Group Members so long as and its Subsidiaries in the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal year;ordinary course; and (kiii) additional investments so long as both (A) immediately before and immediately after giving effect thereto (i) to any such Investment, no Default or Event of Default has shall have occurred and is be continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (iiB) the Borrower would immediately after giving effect to such Investment, Holdings and its Subsidiaries shall be in compliance with all of the financial covenant covenants set forth in Section 5.12(a) 7.11 on a Pro Forma Basis as Basis, such compliance to be determined on the basis of the relevant Test Period as though such investments had been consummated as of the first day of such Test Period; and (l) financial information most recently delivered to the extent constituting investments, transactions permitted under Administrative Agent and the Lenders pursuant to Section 6.01, Section 6.03, Section 6.04 6.01(a) or Section 6.06(b).

Investments. The Borrower shall notMake any Investments, nor shall it permit any of its Subsidiaries to, make any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”):except: (a) Investments held by the Borrower or such Restricted Subsidiary in the form of Cash Equivalents; (b) Hedging Arrangements permitted under Section 6.12; (c) investments by advances to officers, directors and employees of the Borrower or any of its and Restricted Subsidiaries in any Subsidiary of the Borrower; (d) investments by OpCo and its subsidiaries in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount not to exceed $75,000,000 500,000 at any one time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (c) Investments of the Borrower in any now existing or hereafter acquired wholly-owned Restricted Subsidiary and Investments of any Restricted Subsidiary in the Borrower or in another now existing or hereafter acquired wholly-owned Restricted Subsidiary; provided, however, that (i) in the case of any Investments in Lariat, the aggregate amount of such Investment shall not exceed (x) $1,000,000 less (y) the aggregate amount of Restricted Payments made to Lariat pursuant to Section 7.06(a) and (ii) in the case of an Investment constituting the acquisition from a third party of a Person which thereby becomes a wholly-owned Restricted Subsidiary, such Investment is permitted pursuant to another clause of this Section 7.02; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) investments Investments in Oil and Gas Properties (or in Persons at least 60% of whose assets consist of Oil and Gas Properties and which become wholly-owned Restricted Subsidiaries pursuant to such Investment); (f) Guarantees permitted by Section 7.03; (g) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliessuppliers, in each case in the ordinary course of business; (fh) extensions Investments (including, without limitation, capital contributions) in general or limited partnerships or other types of trade credit entities (each a “venture”) entered into by the Borrower Group Members or a Restricted Subsidiary with others in the ordinary course of business; ; provided that (gi) investments made as a result of any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the receipt of non‑cash consideration from dispositions interest in compliance with Section 6.01; (h) loans and advances made such venture is acquired in the ordinary course of business to and on fair and reasonable terms and (iii) the Borrower’s or any aggregate net amount of its Subsidiaries’ employees in an aggregate principal amount such Investments does not to exceed $3,000,000 at 25,000,000 in any time outstandingfiscal year of the Borrower (exclusive of the value of Oil and Gas Properties contributed as contemplated by Section 7.05(l)); (i) Permitted Acquisitions by Investments under clause (a) or (c) of the Borrower Group Membersdefinition thereof in Persons (which become wholly-owned Restricted Subsidiaries pursuant to such Investment) or business units, respectively, in each case whose assets consist solely of oil and gas service business assets, including drilling rigs, workover rigs, drilling fluids and other assets involved in providing services to the oil and gas upstream and midstream segments, which Investments shall not exceed $50,000,000 in the aggregate in any fiscal year of the Borrower; (j) additional investments by the Borrower Group Members so long as other Investments not exceeding $50,000,000 in the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal yearyear of the Borrower; (k) additional investments so long as both before Investments for consideration consisting of common stock of the Borrower; (l) capital stock, promissory notes, and after giving effect thereto other similar non-cash consideration received by the Borrower or any of its Restricted Subsidiaries in connection with any transaction permitted by Section 7.05; (m) Investments expressly permitted by Section 7.06; (n) Investments in existence on the Closing Date and, in the case of any Investment in excess of $5,000,000, listed on Schedule 7.02(n), and extensions, renewals, modifications, or restatements or replacements thereof, provided that no such extension, renewal, modification, restatement or replacement shall (i) no Default increase the amount of the original Investment or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) adversely affect the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as interest of the relevant Test Period as though Lenders with respect to such investments had been consummated as original Investment or the interests of the first day of such Test PeriodLenders under this Agreement and the other Loan Documents in any material respect; (o) Investments in Royalty Trusts; and (lp) subject to satisfaction of the extent constituting investmentsAvailable Amount Conditions, transactions other Investments not permitted under by the foregoing provisions of this Section 6.01, Section 6.03, Section 6.04 or Section 6.067.02 in an amount not to exceed the Available Amount at such time.

Investments. The Borrower shall will not, nor shall it will the Borrower permit any of its Subsidiaries Restricted Subsidiary to, make any investments in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any PersonInvestments, other than (collectively, “Permitted Investments”):except: (a) Investments in cash and Cash EquivalentsEquivalents and assets that were Cash Equivalents when such Investment was made; (b) Hedging Arrangements permitted under Section 6.12(i) the Transactions or Investments otherwise made in accordance with and as contemplated by the Acquisition Agreement and (ii) Permitted Acquisitions1; (c) investments (i) Investments existing on the Closing Date and (ii) Investments consisting of any modification, replacement, renewal, reinvestment or extension of any such Investment; provided that the amount of any Investment permitted pursuant to this Section 6.04(c) is not increased from the original amount of such Investment on the Closing Date (determined without reducing such amount to reflect to any Return received on such Investment from and after the Closing Date) except pursuant to the terms of such Investment (including in respect of any unused commitment), plus any accrued but unpaid interest (including any portion thereof which is payable in kind in accordance with the terms of such modified, extended, renewed or replaced Investment) and premium payable by the terms of such Indebtedness thereon and fees and expenses associated therewith as of the Closing Date or as otherwise permitted by this Section 6.04; (d) Investments (i) between and among any of the Restricted Subsidiaries that are non-Loan Parties, (ii) between and among any of the Loan Parties and (iii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that in the case of this clause (iii) such Investments made after the Closing Date shall not exceed the greater of (x) $100,000,000 and (y) 15% of LTM EBITDA computed on a Pro Forma Basis as of the Applicable Date of Determination (it being understood that for purposes of calculating amounts outstanding pursuant to this clause (d)(iii), such amount shall be calculated on a net 1 NTD: Duplicative with definition of “Permitted Acquisition”. 159 basis (without duplication of the reduction of the amount of any such Investment in respect of Returns on such Investment pursuant to the definition of “Investment”) giving effect to all Investments (I) in the Loan Parties by and Returns to the Loan Parties from Restricted Subsidiaries that are not Loan Parties and (II) in the Loan Parties by Joint Ventures and Unrestricted Subsidiaries); provided, further, that to the extent that any such Investments under this clause (d) constitute loans or advances made to any Loan Party, such loans or advances shall be subordinated in right of payment to the Obligations upon the occurrence of an Event of Default pursuant to Section 7.01(h) or (i) or upon the acceleration of the Obligations pursuant to Section 7.01 after the occurrence of any other Event of Default; (e) Investments made by the Borrower or any of its Subsidiaries Restricted Subsidiary in any Joint Venture or any Unrestricted Subsidiary of the Borrower; (d) investments by OpCo and its subsidiaries in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount of such Investments made after the Closing Date pursuant to this clause (e) by (x) Loan Parties and Restricted Subsidiaries in Joint Ventures and (y) the Borrower and its Restricted Subsidiaries in Unrestricted Subsidiaries shall not exceed the greater of (A) $100,000,000 and (B) 20% of LTM EBITDA as of the Applicable Date of Determination after giving effect computed on a Pro Forma Basis to exceed $75,000,000 at each proposed Investment (it being understood that for purposes of calculating amounts outstanding pursuant to this clause (e), such amount shall be calculated on a net basis (without duplication of the reduction of the amount of any one time outstandingsuch Investment in respect of Returns on such Investment pursuant to the definition of “Investment”) giving effect to all Investments (I) in the Loan Parties by and Returns to the Loan Parties from Restricted Subsidiaries that are not Loan Parties and (II) in the Loan Parties by Joint Ventures and Unrestricted Subsidiaries); (ef) investments Investments made by any Restricted Subsidiary that is not a Loan Party in the Borrower or any Restricted Subsidiary; provided that to the extent that any such Investments constitute loans or advances made to any Loan Party, such loans or advances shall be subordinated in right of payment to the Obligations upon the occurrence of an Event of Default pursuant to Section 7.01(h) or (i) or upon the acceleration of the Obligations pursuant to Section 7.01 after the occurrence of any other Event of Default; (g) (A) non-cash loans or advances to employees, partners, officers and directors of the Borrower or any Subsidiary in connection with such Person’s purchase of Equity Interests of the Borrower and (B) promissory notes received from stockholders of the Borrower or any Subsidiary in connection with the exercise of stock options in respect of the Equity Interests of the Borrower and the Subsidiaries; (h) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliessuppliers, or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (i) Investments in each case respect of Swap Agreements, Cash Management Agreements and Cash Management Services not entered into for speculative purposes; (j) Investments of any Person existing at the time such Person becomes a Restricted Subsidiary or consolidates, amalgamates or merges with the Borrower or any 160 Restricted Subsidiary (including in connection with an Acquisition or other Investment permitted hereunder); provided that such Investment was not made in contemplation of such Person becoming a Restricted Subsidiary or such consolidation or merger; (k) Investments resulting from pledges or deposits described in clause (c) or (d) of the definition of the term “Permitted Encumbrance”; (l) Investments received in connection with the disposition of any asset in accordance with and to the extent permitted by Section 6.05 (other than Section 6.05(d)); (m) receivables or other trade payables owing to the Borrower or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as the Borrower or such Restricted Subsidiary deems reasonable under the circumstances; (n) Investments resulting from Liens permitted under Section 6.02; (o) Investments in deposit accounts and securities accounts opened in the ordinary course of business; (fp) extensions Investments in connection with Intercompany License Agreements; (q) other Investments (including those of trade credit the type otherwise described herein) made after the Closing Date in an aggregate amount at any time outstanding not to exceed the greater of (x) $100,000,000 and (y) 15% of LTM EBITDA as of the Applicable Date of Determination after giving effect thereto computed on a Pro Forma Basis to each such proposed Investment pursuant to this clause (q); (r) Investments consisting of xxxx xxxxxxx money deposits in connection with a Permitted Acquisition or other Investment permitted hereunder; (s) Investments solely to the extent such Investments reflect an increase in the value of Investments otherwise permitted under this Section 6.04; (t) the acquisition of additional Equity Interests of Restricted Subsidiaries from minority shareholders (it being understood that to the extent that any Restricted Subsidiary that is not a Loan Party is acquiring Equity Interests from minority shareholders then this clause (t) shall not in and of itself create, or increase the capacity under, any basket for Investments by the Borrower Group Members Loan Parties in any Restricted Subsidiary that is not a Loan Party); (u) Investments consisting of endorsements for collection or deposit in the ordinary course of business; (ga) investments made Investments in any Receivables Facility or any Securitization Subsidiary in order to effectuate a Qualified Securitization Financing, including the ownership of Equity Interests in such Securitization Subsidiary and (b) distributions or payments of Securitization Fees and purchases of Securitization Assets or Receivables Assets pursuant to a Securitization Repurchase Obligation in connection with a Qualified Securitization Financing or a Receivables Facility; 161 (w) Investments in Equity Interests in any Subsidiary resulting from any sale, transfer or other disposition by the Borrower or any Subsidiary permitted by Section 6.05, including as a result of the receipt any contribution from any parent or distribution to any Subsidiary of non‑cash consideration from dispositions in compliance with Section 6.01such Equity Interests; (hx) contributions to a “rabbi” trust for the benefit of employees or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (y) loans or advances to officers, partners, directors, consultants and advances made employees of the Borrower or any Restricted Subsidiary for (A) relocation, entertainment, travel expenses, drawing accounts and similar expenditures and (B) for other purposes in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 25,000,000 at any time outstanding; (iz) Permitted Acquisitions by other Investments (including those of the Borrower Group Members; (jtype otherwise referred to herein) additional investments by in an aggregate amount not to exceed the Borrower Group Members Available Amount so long as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing or would result from the making of such Investment; (aa) Investments consisting of or resulting from Indebtedness, Liens, fundamental changes and dispositions permitted under Article VII(aSection 6.01 (other than Section 6.01(b) and (c), Article VII(bSection 6.02, Section 6.03 (other than Section 6.03(a)(iv) and (b)(vi)), Article VII(fSection 6.05 (other than Section 6.05(b)) and Section 6.06 (other than Section 6.06(a)(viii)), Article VII(g), Article VII(hrespectively; (bb) Loans repurchased by the Borrower or a Restricted Subsidiary pursuant to and in accordance with Section 2.11(i) or Article VII(lSection 9.04, so long as such Loans are immediately cancelled; (cc) cash or property distributed from any Restricted Subsidiary that is not a Loan Party (i) may be contributed to other Restricted Subsidiaries that are not Loan Parties, and (ii) may pass through the Borrower would be in compliance with the financial covenant in Section 5.12(a) on and/or any intermediate Restricted Subsidiaries, so long as part of a Pro Forma Basis as series of the relevant Test Period as though related transactions and such investments had been consummated as of the first day of such Test Period; andtransaction steps are not unreasonably delayed and are otherwise permitted hereunder; (ldd) Investments to the extent constituting investmentsthat payment for such Investments is made solely with Equity Interests (other than Disqualified Equity Interests) of the Borrower; (ee) Guarantee obligations of the Borrower or any Restricted Subsidiary in respect of letters of support, transactions permitted under Section 6.01guarantees or similar obligations issued, Section 6.03made or incurred for the benefit of any Restricted Subsidiary of the Borrower to the extent required by law or in connection with any statutory filing or the delivery of audit opinions performed in jurisdictions other than within the United States; (ff) Investments by the Borrower or a Restricted Subsidiary in any Restricted Subsidiary pursuant to a Permitted Tax Restructuring; 162 (gg) asset purchases (including purchases of inventory, Section 6.04 or Section 6.06.supplies and materials) in the ordinary course of business;

Investments. The Borrower shall not, nor shall it permit any of its Subsidiaries toDirectly or indirectly, make or own any investments Investment in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectivelyincluding any Joint Venture, “Permitted Investments”):except: (a) Investments in cash and Cash EquivalentsEquivalents and Investments that were Cash Equivalents when made; (b) Hedging Arrangements permitted under Section 6.12equity Investments owned as of the Closing Date in any Subsidiary and Investments made after the Closing Date in any Borrower or any Wholly-Owned Subsidiary Guarantor, including any entity that becomes a Wholly-Owned Subsidiary Guarantor prior to the making of such Investment; provided, that this clause (b) shall not apply to Investments constituting Permitted Acquisitions; (c) investments by deposits, prepayments and other credits to suppliers in the Borrower or any ordinary course of its Subsidiaries in any Subsidiary business consistent with the past practices of the BorrowerGroup; (d) investments (i) Investments made by OpCo and its subsidiaries the Parent, any Borrower or a Subsidiary in the equity Parent, any Borrower or any other Subsidiary (including through intercompany loans); provided, that with respect to any such Investment, the Borrowers shall have complied with the requirements of clauses (a), (b), (d), (e) and (f)(A) set forth in the definition of “Permitted Acquisitions” (treating any Receivables Entityreference therein to an “acquisition” (or similar term) as a reference to such Investment) and (ii) Investments in Joint Ventures; provided, pursuant that (x) after giving effect to any such Investment under this clause (ii), (I) the Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered in accordance with Section 5.01(c) hereof) shall not be greater than 4.00:1.00 as of the last day of the most recently ended fiscal quarter calculated on a Permitted Receivables Financing in pro forma basis after giving effect to such Investment plus an aggregate additional amount not to exceed $75,000,000 at 250,000,000 (“Additional JV Investments Basket”), with respect to which the amount of such Investment shall be reduced by any one time outstandingamounts received in cash by the Loan Parties in respect of the sale, transfer or other disposition of Investments in Joint Ventures made pursuant to the Additional JV Investments Basket and (II) no Default or Event of Default shall have occurred and be continuing and (y) such Joint Venture is in the same line of business as the Group; (e) investments received Consolidated Capital Expenditures with respect to the Loan Parties; (f) loans and advances to employees, consultants or directors of the Group made in connection with the bankruptcy or reorganization ofordinary course of business in an aggregate principal amount not to exceed $10,000,000; (g) the Acquisition and Permitted Acquisitions permitted pursuant to Section 6.08; (h) Investments in existence on, or settlement of delinquent accounts and disputes withpursuant to legally binding written commitments in existence on, customers and suppliesthe Closing Date as described in Schedule 6.06 and, in each case case, any extensions or renewals thereof so long as the amount of any Investment made pursuant to this clause (h) is not increased at any time above the amount of such investment set forth on Schedule 6.06; (i) Hedge Agreements entered into for purposes other than speculative purposes; (j) accounts, chattel paper and notes receivable arising from the sale or lease of goods or the performance of services in the ordinary course of business; (fk) extensions Investments received in the ordinary course of trade credit business by any Group Member in connection with the Borrower Group Members bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary course of business; (gl) investments made as a result of the receipt of non‑cash promissory notes and other non-cash consideration from dispositions received in compliance connection with Asset Dispositions permitted by Section 6.016.08; (hm) loans Investments representing amounts held for employees of the Parent and advances made the Subsidiaries under Employee Benefit Plans or related trusts; (n) 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; (o) Investments of a Subsidiary acquired after the Closing Date or of a corporation merged or amalgamated or consolidated into a Borrower or merged, amalgamated or consolidated with a Subsidiary in accordance with Section 6.08 after the Closing Date to the Borrower’s extent that such Investments were not made in contemplation of or any of its Subsidiaries’ employees in connection with such acquisition, merger or consolidation; and (p) other Investments in an aggregate principal amount not to exceed $3,000,000 at 300,000,000 during the term of this Agreement. Notwithstanding the foregoing, in no event shall any time outstanding; (i) Permitted Acquisitions by the Borrower Group Members; (j) additional investments by the Borrower Group Members so long as the aggregate amount invested, loaned Loan Party make any Investment which results in or advanced does not exceed $10,000,000 facilitates in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test Period; and (l) to the extent constituting investments, transactions manner any Restricted Payment not otherwise permitted under the terms of Section 6.01, Section 6.03, Section 6.04 or Section 6.066.04.

Investments. The Borrower shall Each of Holdco and the Company will not, nor shall it and will not permit any of its Subsidiaries other Restricted Subsidiary to, make make, incur, assume or suffer to exist any investments Investment in any equity or debt securities (issued by Persons other than the Borrower) or make any loan or advance to any Person, other than (collectively, “Permitted Investments”):except: (a) Cash EquivalentsInvestments existing on the Closing Date and identified in ITEM 7.2.5(a) ("Ongoing Investments") of the Disclosure Schedule and extensions or renewals thereof, PROVIDED that no such extension or renewal shall be permitted if it would (x) increase the amount of such Investment at the time of such extension or renewal or (y) result in a Default hereunder; (b) Hedging Arrangements permitted under Section 6.12Cash Equivalent Investments; (c) investments by without duplication, Investments permitted as Indebtedness (including without limitation the Borrower or any of its Subsidiaries in any Subsidiary of the BorrowerIntercompany Loan) pursuant to SECTION 7.2.2; (d) investments without duplication, Investments permitted as Capital Expenditures pursuant to SECTION 7.2.7 (including any such Investments which would otherwise constitute Capital Expenditures but for the operation of CLAUSE (i) of the proviso to the definition of "CAPITAL EXPENDITURES"); (e) Investments made by OpCo the Company or any other Restricted Subsidiary from capital contributions by Holdco to the Company, sales of Capital Stock by Holdco or repayments of the Intercompany Loan by Holdco to the Company to the extent the proceeds used for such repayments of the Intercompany Loan were generated from the issuance by Holdco of its Capital Stock, in each case only to the extent proceeds from such capital contribution, sale or repayment (x) are not required to be applied as Net Equity Proceeds pursuant to CLAUSE (e) of SECTION 3.1.1, and (y) are received after the Closing Date for the purpose of making an Investment identified in a notice delivered to the Agents on or prior to the date such capital contribution, sale or repayment is made, which Investments shall result in the Company or such other Restricted Subsidiary acquiring a majority controlling interest in the Person in which such Investment was made or increasing any such controlling interest already maintained by it; (f) Investments to the extent the consideration received pursuant to CLAUSE (c)(i) of SECTION 7.2.9 is not all cash; (g) Investments in the form of loans by Holdco or the Company to officers, directors, employees and Independent Contractors of Holdco and its subsidiaries Restricted Subsidiaries for the sole purpose of purchasing Holdco common stock (or purchases of such loans made by others) PROVIDED that the proceeds, if any, of such stock purchases have been contributed to the Company by Holdco; (h) Letters of Credit issued in support of, and guarantees by Holdco or any Restricted Subsidiary of, Indebtedness permitted under CLAUSES (b), (c), (d) and (j) of SECTION 7.2.2; (i) Investments made or held by any Non-U.S. Subsidiary of Holdco that is a Restricted Subsidiary in any other Non-U.S. Subsidiary of Holdco that is a Restricted Subsidiary; (j) Investments of Holdco or any U.S. Subsidiary that is a Restricted Subsidiary in Holdco or any U.S. Subsidiary that is a Restricted Subsidiary; PROVIDED that the equity proceeds of any Receivables Entitysuch Investments in Holdco shall be applied by Holdco to make payments permitted to be made by Holdco pursuant to CLAUSES (c) and (d) of SECTION 7.2.6; (k) equity Investments of the Company or any U.S. Subsidiary that is a Restricted Subsidiary in Non-U.S. Subsidiaries that are Restricted Subsidiaries in an aggregate amount at any time outstanding not to exceed (exclusive of any such Investments made as part of, or to finance, any acquisition permitted hereunder) $20,000,000 (other than any such intercompany Indebtedness incurred to finance any acquisition permitted hereunder); (l) Investments of the Company or any Restricted Subsidiary in Unrestricted Subsidiaries of the Company in an aggregate amount at any time outstanding not to exceed $10,000,000; (m) Investments made by the Company or any other Restricted Subsidiary, and Investments made by Holdco pursuant to the Retained Interests as long as such Investments are promptly transferred to the Company upon consummation (unless Holdco may not, pursuant to binding contractual obligations, transfer such Investments without the consent of a Permitted Receivables Financing third party), in an aggregate amount not to exceed $75,000,000 25,000,000 in any single transaction (or a series of related transactions) or $50,000,000 in the aggregate over the term of this Agreement; PROVIDED that such Investments (x) result in the Company or the relevant Restricted Subsidiary acquiring (subject to SECTION 7. 2.1) a majority controlling interest in the Person (or its assets and businesses) in which such Investment was made, or increasing any such controlling interest maintained by it in such Person or (y) result in the Person in which such Investment was made becoming an Acquired Controlled Person with respect to the Company and its Restricted Subsidiaries; PROVIDED FURTHER, that, to the extent any Assumed Indebtedness permitted pursuant to CLAUSE (g) of SECTION 7.2.2 would be incurred in connection with any such Investment to be made pursuant to this CLAUSE (m), the permitted amounts set forth in this clause shall be reduced, Dollar for Dollar, by the outstanding principal amount of any such Assumed Indebtedness to be assumed; and PROVIDED FURTHER the amount of Investments made by the Company or any of its U.S. Subsidiaries that are Restricted Subsidiaries in any of its Non-U.S. Subsidiaries that are Restricted Subsidiaries, when taken together with the outstanding aggregate principal amount of Indebtedness incurred by such Non-U.S. Subsidiaries from Holdco and such U.S. Subsidiaries pursuant to CLAUSE (e)(ii) of SECTION 7.2.2, shall not exceed $20,000,000; (n) Investments made by the Company or any other Restricted Subsidiary, and Investments made by Holdco pursuant to the Retained Interests so long as such Investments are promptly transferred to the Company upon consummation (unless Holdco may not, pursuant to binding contractual obligations, transfer such Investments without the consent of a third party), in Persons engaged in the Xxxxxxx Business that are not permitted under CLAUSES (a) through (m) above in an aggregate principal amount at any one time outstandingoutstanding not to exceed $10,000,000; (eo) investments received in connection with the bankruptcy or reorganization of, or settlement extensions of delinquent accounts and disputes with, customers and supplies, in each case trade credit in the ordinary course of business; (fp) extensions Investments in Hedging Obligations permitted hereunder; (q) Investments (including debt obligations and Capital Stock) received in connection with the bankruptcy or reorganization of trade credit by the Borrower Group Members suppliers and customers and in settlement of delinquent obligations of and other disputes with customers and suppliers arising in the ordinary course of business;; PROVIDED, HOWEVER, that (gr) investments any Investment which when made as a result complies with the requirements of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans and advances made in the ordinary course of business to the Borrower’s or any of its Subsidiaries’ employees in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; (i) Permitted Acquisitions by the Borrower Group Members; (j) additional investments by the Borrower Group Members so long as the aggregate amount invested, loaned or advanced does not exceed $10,000,000 in any fiscal year; (k) additional investments so long as both before and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing under Article VII(a), Article VII(b), Article VII(f), Article VII(g), Article VII(h) or Article VII(l) and (ii) the Borrower would be in compliance with the financial covenant in Section 5.12(a) on a Pro Forma Basis as definition of the relevant Test Period as though term "Cash Equivalent Investment" may continue to be held notwithstanding that such investments had been consummated as of the first day of Investment if made thereafter would not comply with such Test Periodrequirements; and (ls) no Investment otherwise permitted by CLAUSE (c) (except to the extent constituting investments, transactions permitted under Section 6.01SECTION 7.2.2), Section 6.03(e), Section 6.04 (g), (h) (to the extent that the applicable Letter of Credit relates to Indebtedness permitted under CLAUSE (c) or Section 6.06(j) of SECTION 7.2.2), (k), (l), (m) or (n) shall be permitted to be made if, immediately before or after giving effect thereto, any Default shall have occurred and be continuing.

Investments. The Borrower shall notMake any advance, nor shall it permit any loan, extension of its Subsidiaries credit (by way of guaranty or otherwise) or capital contribution to, make or purchase any investments in Capital Stock, bonds, notes, debentures or other securities of, or any equity assets constituting all or debt securities (issued by Persons other than the Borrower) a material part of a business unit of, or make any loan or advance to other investment in, any PersonPerson (all of the foregoing, other than (collectively"Investments"), “Permitted Investments”):except: (a) extensions of trade credit in the ordinary course of business; (b) Investments in Cash Equivalents; (bc) Hedging Arrangements Guarantee Obligations permitted under by Section 6.127.2; (cd) investments by loans and advances to employees of the Borrower or any of its Subsidiaries in any Subsidiary the ordinary course of the Borrower; business (dincluding, without limitation, for travel, entertainment and relocation expenses) investments by OpCo and its subsidiaries in the equity of any Receivables Entity, pursuant to a Permitted Receivables Financing in an aggregate amount for the Borrower and its Subsidiaries not to exceed $75,000,000 100,000 with respect to any one employee and $500,000 in the aggregate at any one time outstanding; (e) investments received in connection with Investments by the bankruptcy Borrower or reorganization of, or settlement any of delinquent accounts and disputes with, customers and supplies, in each case its Subsidiaries in the ordinary course of businessBorrower or any Person that, prior to such investment, is a Wholly Owned Subsidiary Guarantor; (fi) extensions of trade credit Investments by Seymour Housewares Corporation ("Seymour") in or to Seymour S.A. de C.V. (the Borrower Group Members "Mexican Subsidiary") in such xxxxxxx xx are necessary to fund the ordinary course of business; (g) investments made as a result working capital requirements of the receipt of non‑cash consideration from dispositions in compliance with Section 6.01; (h) loans and advances made Mexican Subsidiary in the ordinary course of business and to maintain level capital expenditure requirements of the Borrower’s or any of its Subsidiaries’ employees Mexican Subsidiary and (ii) Investments by Seymour in the Mexican Subsidiary in an aggregate principal amount not to exceed $3,000,000 at any time outstandingto finance the expansion of the manufacturing facility of the Mexican Subsidiary (including for the purchase of machinery and equipment in connection with such expansion) (it being understood that the expenditures in connection with such expansion shall, to the extent they constitute "Capital Expenditures" pursuant to the definition thereof, be deemed to be a utilization of the amounts of Capital Expenditures permitted under Section 7.7(a)); provided, that Seymour shall not permit cash or Cash Equivalents in excess of such immediate needs to be accumulated or held by the Mexican Subsidiary; (g) any Acquisition of any Person or business, either through the purchase of the assets (including the goodwill) of such Person or business or the purchase of 100% of the Capital Stock of such Person, if each of the following conditions is satisfied: (i) Permitted Acquisitions by the Borrower Group Members; would have been in compliance as of the last day (jsuch day relating to any Acquisition, the "Related Test Date") additional investments by of the most recently completed fiscal quarter for which financial statements are available, on a pro forma basis, with each of the financial covenants contained in Section 7.1 as if such Acquisition had been made on the first day of the Reference Period ending on the Related Test Date for such Acquisition, and if the Purchase Price for such Acquisition is greater than $10,000,000, the Borrower Group Members so long as shall deliver to the aggregate amount investedLenders 10 days prior to the consummation of such Acquisition a certificate of its chief financial officer, loaned or advanced does not exceed $10,000,000 in any fiscal year; supported by detailed calculations, demonstrating such pro forma compliance; (k) additional investments so long as both before and after giving effect thereto (iii) no Default or Event of Default has occurred and is continuing continuing, or would occur after giving effect to such Acquisition (including, without limitation, under Article VII(aSection 7.1), Article VII(b), Article VII(f), Article VII(g), Article VII(h; (iii) or Article VII(l) and (ii) the Borrower would such Acquisition shall be in compliance with Section 7.14; and (iv) any such Acquisition shall have been approved by the financial covenant Board of Directors or such comparable governing body of the Person or business being acquired (all such Acquisitions, the "Permitted Acquisitions"); (h) the Newell Acquisition and the Tenex Acquisition on the txxxx xet forth in Section 5.12(a) on a Pro Forma Basis as of the relevant Test Period as though such investments had been consummated as of the first day of such Test Period5.1(b); and (li) other Investments by the Borrower or any of its Subsidiaries in an aggregate amount (for the Borrower and all Subsidiaries) not to exceed $7,500,000 during the extent constituting investments, transactions permitted under Section 6.01, Section 6.03, Section 6.04 or Section 6.06term of this Agreement.