Common use of Investments Clause in Contracts

Investments. Make or hold any Investments, except: (a) Investments by the Borrower or any of its Restricted Subsidiaries in assets that were cash or Cash Equivalents when such Investment was made; (b) loans or advances to officers, directors and employees of any Loan Party (or any direct or indirect parent thereof) or any of its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes and (ii) in connection with such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity; provided, further, that the aggregate principal amount outstanding at any time under this clause (ii) shall not exceed $5,000,000 and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under this clause (iii) shall not exceed $5,000,000. (c) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided, that Investments made in reliance on clause (iii) shall not exceed the greater of $6,500,000 and 10% of Consolidated EBITDA on a pro forma basis; provided, further that no such Investments made pursuant to this clause (iii) in the form of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement and (y) all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany Note; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business; (e) Investments (excluding loans and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectively; (f) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date, in each case set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereof; (g) Investments in Swap Contracts permitted under Section 7.03(f); (h) promissory notes, securities and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (i) any acquisition of all or substantially all the assets of a Person or any Equity Interests in a Person that becomes a Restricted Subsidiary 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), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); (j) Investments constituting a part of the Transactions; (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to any direct or indirect parent of the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write downs or write offs thereof) at any time not to exceed the greater of $19,500,000 and 30% of Consolidated EBITDA (in each case, increased by (A) any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary); (o) Investments made in respect of joint ventures or other similar agreements or partnerships not to exceed the greater of $13,000,000 and 20% of Consolidated EBITDA (plus the amount of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts); (p) advances of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of Holdings; (r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) Investments made by a Restricted Subsidiary that is not a Loan Party to the extent such Investments are financed with the proceeds received by such Restricted Subsidiary from an Investment in such Restricted Subsidiary by a Loan Party permitted under this Section 7.02; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; and (w) so long as no Default or Event of Default under Section 8.01(a) or 8.01(f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 3.75 :1.00. To the extent an Investment is permitted to be made by a Loan Party directly in any Restricted Subsidiary or any other Person who is not a Loan Party (each such person, a “Target Person”) under any provision of this Section 7.02, such Investment may be made by advance, contribution or distribution by a Loan Party to a Restricted Subsidiary or Holdings, and further advanced or contributed to a Restricted Subsidiary for purposes of making the relevant Investment in the Target Person without constituting an Investment for purposes of Section 7.02 (it being understood that such Investment must satisfy the requirements of, and shall count towards any thresholds in, a provision of this Section 7.02 as if made by the applicable Loan Party directly to the Target Person).

Investments. Make The Company will not, and will not allow any of its Restricted Subsidiaries to make or hold any Investments, except: (a) Investments by the Borrower Company or any of its a Restricted Subsidiaries Subsidiary in assets that were cash or and Cash Equivalents when such Investment was madeEquivalents; (b) loans or advances to officers, directors directors, consultants and employees of any Loan Party (or any direct or indirect parent thereof) or any of its the Company and the Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes and purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; Holdings, provided that, to the extent such loans or advances are made in cash, that the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower Company in cash as common equity; provided, further, that the aggregate principal amount outstanding at any time under this clause (ii) shall not exceed $5,000,000 and (iii) for any other purposes not described in the foregoing clauses subclauses (i) and (ii); provided that the , in an aggregate principal amount outstanding at any time under this clause (iii) shall not to exceed $5,000,000.; (c) Investments by (i) by the Borrower or any Restricted Subsidiary Loan Party in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in the Company or any other Restricted Subsidiary that is not a Loan Party and Subsidiary, (iii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided, that (iv) the Company or any Restricted Subsidiary in any Unrestricted Subsidiary or joint venture, and (v) any Unrestricted Subsidiary prior to the date on which such Unrestricted Subsidiary is designated as a Restricted Subsidiary, so long as such Investments were not made in reliance on clause (iii) contemplation of the designation of such Unrestricted Subsidiary as a Restricted Subsidiary; provided that at no time shall not exceed the greater aggregate outstanding amount of $6,500,000 and 10% of Consolidated EBITDA on a pro forma basis; provided, further that no all such Investments made pursuant to this clause subclause (iii) in exceed the form greater of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement $50,000,000 and (y) 1.75% of Consolidated Total Assets for the most recently completed Test Period at the time made (excluding any intercompany accounts payable and receivable, guarantee fees and transfer pricing arrangements); provided further that at no time shall the aggregate outstanding amount of all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations Investments made pursuant to this subclause (iv) exceed the terms greater of $25,000,000 and (y) 0.875% of Consolidated Total Assets for the Intercompany Notemost recently completed Test Period at the time made (excluding any intercompany accounts payable and receivable, guarantee fees and transfer pricing arrangements); (di) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and (ii) Investments (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; (e) Investments (excluding loans and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) business or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectively; (f) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date, in each case set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereof; (g) Investments in Swap Contracts permitted under Section 7.03(f); (h) promissory notes, securities and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (i) any acquisition of all or substantially all the assets of a Person or any Equity Interests in a Person that becomes a Restricted Subsidiary 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), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); (j) Investments constituting a part of the Transactions; (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (me) loans Investments resulting from the receipt of promissory notes and advances to other non-cash consideration in connection with any direct or indirect parent of the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent Disposition permitted to be made to such parent in accordance with by Section 7.06(f), (g), (h6.11(c)(i), (i), (j), (k), (l) or (m)n) or Restricted Payments permitted by Section 6.04; (f) (i) Investments existing or contemplated on the Closing Date and set forth on Schedule 6.05(f) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the Closing Date by the Company or any Restricted Subsidiary in the Company 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 being treated or as otherwise permitted by this Section 6.05; (g) Investments in Swap Agreements permitted under Section 6.01(l); (h) Permitted Acquisitions, including, for purposes the avoidance of the applicable clause of Section 7.06doubt, including any limitations, as if a Investment in any Restricted Payment had been made pursuant to such clause Subsidiary in an amount equal required to permit such Restricted Subsidiary to consummate a Permitted Acquisition, which amount is actually applied by such Restricted Subsidiary to consummate such Permitted Acquisition substantially concurrently with the making of such Investment; (ni) 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; (including Permitted Acquisitionsj) Investments in an aggregate amount 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 this Section 7.02(ndevelopment, marketing or manufacturing agreements or arrangements or similar agreements or arrangements with other Persons; (l) any Investment; provided that the amount of such Investment (valued at cost) does not exceed the Available Amount at the time such Investment is made; provided further that (A) no Event of the making thereof, Default has occurred and without is continuing or would arise after giving effect to any write downs or write offs thereof) at any time not to exceed the greater of $19,500,000 and 30% of Consolidated EBITDA (in each case, increased by (A) any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts such Investment and (B) after giving pro forma effect to such Investment, the gain in any fair market value Consolidated Net Leverage Ratio as of the Investments made under this clause last day of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or (nb) in any Unrestricted Subsidiary at the prior to such time of redesignation as a Restricted Subsidiary)would not exceed 5.75 to 1.00; (o) Investments made in respect of joint ventures or other similar agreements or partnerships not to exceed the greater of $13,000,000 and 20% of Consolidated EBITDA (plus the amount of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts); (pm) advances of payroll payments payments, fees or other compensation to employees officers, directors, consultants or employees, in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (iin) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings the Borrower or Equity Interests of Holdings or any direct or indirect parent of Holdings; (ro) Investments of held by a Restricted Subsidiary acquired after the Closing Date or of a Person corporation merged into the Company or merged or amalgamated or consolidated into the Borrower or with a Restricted Subsidiary in accordance with Section 7.04 6.03 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; (p) lease, utility and other similar deposits in the ordinary course of business; (q) loans or advances by the Company or any Restricted Subsidiary of the Company in connection with grower loan programs; provided that at no time shall the aggregate outstanding principal amount of all such loans and advances made pursuant to this clause (q) exceed $125,000,000 (determined without regard to write-downs or write-offs thereof); (r) Investments resulting from the creation of a Lien permitted under Section 6.02 and Investments resulting from Dispositions permitted under Section 6.03(b), Section 6.11(j) or Section 6.11(k), Restricted Payments permitted under Section 6.04 and payments in respect of Indebtedness not prohibited by Section 6.06; (s) customary Investments in connection with Permitted Receivables Facilities; (t) any Investment; provided that an Investment shall be permitted to be made pursuant to this clause (t) only if at the time such Investment is made the aggregate amount of Investments outstanding at such time (including such Investment) pursuant to this clause (t) (valued at cost and net of any return representing a return of capital in respect of any such Investment) would not exceed the greater of (x) $50,000,000 and (y) 1.75% of Consolidated Total Assets (as of the most recently ended fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or (b)); (u) equity Investment by any Loan Party in any Restricted Subsidiary of such Loan Party which is required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (v) Investments made with proceeds of issuances of, or capital contributions with respect to, Qualified Equity Interests of Holdings, in each case, to the extent contributed to the Company and not included in the Available Amount or utilized as the basis for any other Investment, Restricted Payment or payment in respect of Specified Indebtedness; (w) Guarantees permitted by a Section 6.01, (i) Guarantees by (A) any Loan Party of operating leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case, entered into by any Restricted Subsidiary in the ordinary course of business and (B) any Restricted Subsidiary that is not a Loan Party to the extent such Investments are financed with the proceeds received of operating leases (other than Capital Lease Obligations) or of obligations that do not constitute Indebtedness, in each case, entered into by such any Restricted Subsidiary from an Investment in such Restricted Subsidiary by that is not a Loan Party in the ordinary course of business; and (iii) Guarantees incurred in respect of customary indemnification and purchase price adjustment obligations of any Loan Party or Restricted Subsidiary incurred in connection with Dispositions or Acquisitions permitted under by this Section 7.02Agreement; (tx) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) so long as no Event of Default shall have occurred and be continuingis continuing or would result therefrom, (ii) any security interests granted to additional Investments; provided that, after giving effect thereto on a Pro Forma Basis, the Administrative Agent for the benefit Consolidated Net Leverage Ratio as of the Secured Parties in last day of the Collateral most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to the Collateral Documents shall remain in full force and effect and perfected Section 5.01(a) or (to at least the same extent in the aggregate as in effect immediately b) prior to such merger, consolidation, dissolution or liquidation) and all actions required time would not exceed 4.25 to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount1.00; and (wy) so long Investments in Subsidiaries in connection with internal reorganizations and/or restructurings and activities related to tax planning; provided that, after giving effect to any such reorganization, restructuring or activity, neither the guaranties provided by the Guarantors, taken as no Default or Event a whole, nor the security interest of Default under the Administrative Agent in the Collateral, taken as a whole, is materially impaired. For purposes of covenant compliance with this Section 8.01(a) or 8.01(f) 6.05, the amount of any Investment shall have occurred and be continuing or would otherwise result therefrom, other Investments the aggregate investment at the time such that the Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 3.75 :1.00. To the extent an Investment is permitted to be made by a Loan Party directly made, without adjustment for subsequent increases or decreases in any Restricted Subsidiary the value of such Investment or accrued and unpaid interest or cash dividends thereon, less all dividends or other cash distributions or any other Person who is not a Loan Party (each amount paid, repaid, returned, distributed or otherwise received in cash in respect of such personInvestment. For the avoidance of doubt, a “Target Person”) if an Investment would be permitted under any provision of this Section 7.026.05 (other than Section 6.05(h)) and as a Permitted Acquisition, such Investment may be made by advance, contribution or distribution by a Loan Party to a Restricted Subsidiary or Holdings, and further advanced or contributed to a Restricted Subsidiary for purposes of making the relevant Investment in the Target Person without constituting an Investment for purposes of Section 7.02 (it being understood that such Investment must need not satisfy the requirements of, and shall count towards any thresholds in, a provision otherwise applicable to Permitted Acquisitions unless such Investment is consummated in reliance on Section 6.05(h). For purposes of determining compliance with this Section 7.02 as if made by 6.05, in the applicable Loan Party directly event that an Investment (or portion thereof) meets the criteria of more than one of the categories described in clauses (a) through (y) above, the Company will be entitled to classify such Investment on the Target Person)date of its payment or later reclassify (based on circumstances existing on the date of such reclassification) such Investment (or portion thereof) in any manner that complies with this Section 6.05.

Investments. Make or hold any Investments, except: (a) Investments by the Borrower or any of its Restricted Subsidiaries in assets that were cash or Cash Equivalents when such Investment was made; (b) loans or advances to officers, directors and employees of any Loan Party Holdings (or any direct or indirect parent thereof) ), the Borrower or any of its Subsidiaries Restricted Subsidiary (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes and purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower (or any direct or indirect parent thereof or to permit the payment of taxes with respect theretothereof; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity; provided, further, that the aggregate principal amount outstanding at any time under this clause (iicash) shall not exceed $5,000,000 and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the , in an aggregate principal amount outstanding at any time under this clause (iii) shall not to exceed $5,000,000.10,000,000; (c) asset purchases (including purchases of inventory, supplies and materials) and the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons, in each case in the ordinary course of business; (d) Investments (i) by the Borrower or any Restricted Subsidiary in any that is a Loan Party (other than Holdings)in the Borrower or any Restricted Subsidiary that is a Loan Party, (ii) by any Restricted Subsidiary that is not a Non-Loan Party in any other Non-Loan Party that is a Restricted Subsidiary, (iii) by any Non-Loan Party in the Borrower or any Restricted Subsidiary that is not a Loan Party and Party, (iiiiv) by any Loan Party in any Restricted Subsidiary Non-Loan Party that is not a Loan PartyRestricted Subsidiary; provided, provided that Investments made in reliance on clause (iiiA) shall not exceed the greater of $6,500,000 and 10% of Consolidated EBITDA on a pro forma basis; provided, further that no any such Investments made pursuant to this clause (iiiiv) in the form of intercompany loans shall be evidenced by notes that have been pledged (individually or pursuant to a promissory note unless (xglobal note) such promissory note is pledged to the Administrative Agent in accordance with for the terms benefit of the Security Agreement Lenders and (B) the aggregate amount of Investments made pursuant to this clause (iv) when aggregated with all Investments made pursuant to Section 7.02(j)(B) (without giving effect to the proviso thereto) shall not exceed at any time outstanding the sum of (x) $400,000,000 and (y) all the Available Amount at such time and (v) by the Borrower or any Restricted Subsidiary in any Foreign Subsidiary, constituting an exchange of Equity Interests of such Foreign Subsidiary for Indebtedness or Equity Interests or a combination thereof of any Loan Party owed to any such Foreign Subsidiary that is or another Foreign Subsidiary so long as such exchange does not a Loan Party shall be unsecured and subordinated to adversely affect the Obligations pursuant to the terms of the Intercompany NoteCollateral; (de) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business; (ef) Investments (excluding loans and advances made in lieu consisting of Liens, Indebtedness, fundamental changes, Dispositions, Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting prepayments, redemptions, purchases, defeasances or other satisfactions of transactions Indebtedness permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (fSections 7.03(d)), 7.04 (other than 7.04(c)(ii) or (e))7.04, 7.05 (other than 7.05(d)(ii) and (e7.05(d)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.137.12, respectively; (fg) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing DateDate or (ii) contemplated on the Closing Date and, in case of each case of clauses (i) and (ii), set forth on Schedule 7.02(f7.02(g) to the Original Credit Agreement and any modification, replacement, renewal, reinvestment or extension thereof of any of the foregoing; provided that does the amount of any Investment permitted pursuant to this Section 7.02(g) is not increase increased from the value thereof and (ii) existing amount of such Investment on the Closing Date except pursuant to the terms of such Investment as of the Closing Date or as otherwise permitted by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereofanother clause of this Section 7.02; (gh) Investments in Swap Contracts permitted under Section 7.03(f)7.03; (hi) promissory notes, securities notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (ij) any the purchase or other acquisition of all property and assets or substantially all the assets businesses of a any Person or any of assets constituting a business unit, a line of business or division of such Person, or Equity Interests in a Person that becomes that, upon the consummation thereof, will be a Restricted wholly-owned Subsidiary or division or line of business the Borrower (including as a result of a Person merger, amalgamation or consolidation); provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.02(j) (or any subsequent Investment made in each, a Person, division or line of business previously acquired in a “Permitted Acquisition), in a single transaction or series of related transactions, if immediately after giving effect thereto: ”): (i) no Event of Default exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iiiA) to the extent required by the Collateral and Guarantee RequirementRequirement and the Collateral Documents, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) each applicable Loan Party and any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary and, to the extent required under the Collateral and Guarantee Requirement, the Subsidiaries of such created or an Unrestricted acquired Subsidiary) shall be Guarantors and shall have complied with the requirements of Section 6.11, within the times specified therein (for the avoidance of doubt, this clause (A) shall not override any provisions of the Collateral and Guarantee Requirement); (B) the aggregate amount of Investments made in Persons that do not become a GuarantorLoan Parties pursuant to this clause (j), when aggregated with all Investments made pursuant to Section 7.02(d)(iv), shall not exceed at any time outstanding the sum of (i) $400,000,000 and (ii) the Available Amount at such time; provided that the aggregate amount of Investments made in Persons that do not become Loan Parties pursuant to this clause (j) may exceed such limitations so long as the Person making such Investment uses commercially reasonable efforts to, in each case case, subject to applicable law (i) finance such Investment in the Non-Loan Party through intercompany indebtedness, (ii) cause such intercompany indebtedness to be evidenced by a note pledged to the Administrative Agent for the benefit of the Secured Parties and delivered to the Administrative Agent and (iii) cause such intercompany indebtedness and the related pledged note to be secured by substantially all of the assets (or such lesser amount as shall be commercially reasonable) of such Non-Loan Party; provided, however, that the Borrower and its Restricted Subsidiaries shall not be required to comply with the preceding clauses (i), (ii) and (iii) (and shall be permitted to make any such Investment) if any of the actions set forth therein would result in any material adverse tax consequences to the Borrower and its Restricted Subsidiaries as determined in the good faith judgment of the Borrower; (C) the acquired property, assets, business or Person is in a business permitted under Section 7.07; (D) immediately before and immediately after giving effect to any such purchase or other acquisition, no Default shall have occurred and be continuing; and (E) the Secured Leverage Ratio for the Test Period immediately preceding such purchase or other acquisition calculated on a pro forma basis for such purchase or other acquisition in accordance with Section 6.11 1.10 is either (1) less than or equal to 4.5 to 1.0 or (2) less than or equal to the Secured Leverage Ratio for the Test Period immediately preceding such purchase or other acquisition (calculated without giving effect to such purchase or other acquisition), in each case, satisfaction of such test shall be evidenced by a certificate from the Chief Financial Officer of the Borrower demonstrating such satisfaction calculated in reasonable detail; and (F) the Borrower shall have delivered to the Administrative Agent, on behalf of the Lenders, no later than five (5) Business Days after the date on which any such purchase or other acquisition under this Section 7.02(i)is consummated, a “Permitted Acquisition”)certificate of a Responsible Officer, certifying that all of the requirements set forth in this clause (j) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition; (jk) Investments constituting a part of the Transactions; (kl) Investments in the ordinary course of business consisting of UCC Uniform Commercial Code Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (lm) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (mn) loans and advances to Holdings (or any direct or indirect parent of the Borrower thereof) in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) ), Restricted Payments to the extent permitted to be made to Holdings (or such parent direct or indirect parent) in accordance with Section 7.06(f), (g), (h), (i), (j), ) or (l) or (m), so long as such Investment being treated amounts are counted as Restricted Payments for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write downs or write offs thereof) at any time not to exceed the greater of $19,500,000 and 30% of Consolidated EBITDA (in each case, increased by (A) any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary)clauses; (o) other Investments made that do not exceed in respect the aggregate at any time outstanding the sum of joint ventures or other similar agreements or partnerships not to exceed (i) the greater of $13,000,000 500,000,000 and 204.125% of Consolidated EBITDA Total Assets, determined as of the date of such Investment, and (plus ii) the amount of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts)Available Amount at such time; (p) advances of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (iiq) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings the Borrower (or Equity Interests of Holdings or by any direct or indirect parent of Holdingsthereof); (r) Investments of held by a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated with or consolidated into the Borrower or merged, amalgamated or consolidated with a Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger merger, amalgamation or consolidation; (s) Guarantees by the Borrower or any of its Restricted Subsidiaries of leases (other than Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (t) for the avoidance of doubt to avoid double counting, Investments made by a any Restricted Subsidiary that is not a Loan Party to the extent such Investments are financed with the proceeds received by such Restricted Subsidiary from an Investment in such Restricted Subsidiary by a Loan Party permitted under made pursuant to clauses (d)(iv), (j)(B) or (o) of this Section 7.02; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its Restricted Subsidiaries;; and (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event the transfer on or before the 180th day after the Closing Date by Avaya Inc. to one or more Restricted Subsidiaries of Default shall have occurred any or all Equity Interests in Avaya Luxembourg S.a.r.l. and be continuing, Avaya Finance GmbH & Co. KG and (ii) any security interests granted investments in, or asset sales or dispositions to, any Non-Loan Party that is a Restricted Subsidiary by any Loan Party consummated on or before the 180th day after the Closing Date, the net effect of such investments, asset sales or dispositions described in this clause (ii) does not result in (when combined with asset sales and dispositions made pursuant to the Administrative Agent for the benefit Section 7.05(q)(ii)) more than $50 million in assets or property of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be being transferred to Non-Loan Parties after such Investments are completedParties, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using each case (i) the Cumulative Credit at such time and (ii) ), in order to effect a corporate restructuring to improve the portion, if any, efficiency of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months repatriation of the date of designation of such Available Excluded Contribution Amount; and (w) so long as no Default or Event of Default under Section 8.01(a) or 8.01(f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 3.75 :1.00. To the extent an Investment is permitted to be made by a Loan Party directly in any Restricted Subsidiary or any other Person who is not a Loan Party (each such person, a “Target Person”) under any provision of this Section 7.02, such Investment may be made by advance, contribution or distribution by a Loan Party to a Restricted Subsidiary or Holdings, and further advanced or contributed to a Restricted Subsidiary for purposes of making the relevant Investment in the Target Person without constituting an Investment for purposes of Section 7.02 (it being understood that such Investment must satisfy the requirements of, and shall count towards any thresholds in, a provision of this Section 7.02 as if made by the applicable Loan Party directly to the Target Person)foreign cash flows.

Investments. Make or hold any Investments, except: (a) Investments by the Borrower or any of its the Restricted Subsidiaries in assets that were cash or are Cash Equivalents when such Investment was madeEquivalents; (b) loans or advances to officers, directors and employees of any Loan Party Holdings (or any direct or indirect parent thereof) ), the Borrower or any of its the Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes and purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower Holdings (or any direct or indirect parent thereof or to permit the payment of taxes with respect theretothereof; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower Holdings in cash as common equitycash) and (iii) for any other purpose, in an aggregate principal amount outstanding under clauses (i) through (iii) not to exceed $20,000,000 at any time; provided, further, that the aggregate principal amount outstanding at any time under this clause (ii) shall not exceed $5,000,000 and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under this clause (iii) shall not exceed $5,000,000.10,000,000 at any time; (c) Investments (i) by the Borrower or any Restricted Subsidiary in any that is a Loan Party (other than Holdings)in the Borrower or any Restricted Subsidiary that is a Loan Party, (ii) by any Restricted Subsidiary that is not a Non-Loan Party in any other Non-Loan Party that is a Restricted Subsidiary, (iii) by any Non-Loan Party in the Borrower or any Restricted Subsidiary that is not a Loan Party and (iiiiv) without duplication of any other clauses of this Section 9.2, by any Loan Party in any Restricted Subsidiary Non-Loan Party that is not a Loan PartyRestricted Subsidiary; provided, provided that Investments made in reliance on clause (iiiA) shall not exceed the greater of $6,500,000 and 10% of Consolidated EBITDA on a pro forma basis; provided, further that no any such Investments made pursuant to this clause (iiiiv) in the form of intercompany loans shall be evidenced by notes that have been pledged (individually or pursuant to a promissory note unless (xglobal note) such promissory note is pledged to the Administrative Agent for the benefit of the Lenders in accordance with the terms requirements of the Security Agreement and (yB) all such Indebtedness the aggregate amount of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations Investments made pursuant to the terms of the Intercompany Notethis clause (iv) shall not exceed $37,500,000 at any time outstanding; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business; (e) Investments (excluding loans consisting of Liens, Indebtedness, fundamental changes, Dispositions and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.019.1, 7.03 9.3 (other than 7.03(c9.3(c)(ii) and or (d)), 9.4 (other than 9.4(c)(ii), (d) and the proviso to or (f)), 7.04 9.5 (other than 7.04(c)(ii9.5(d)(ii) or (e)), 7.05 ) and 9.6 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d9.6(d) or (h)(ivg)(iv)) and 7.13), respectively; (f) Investments (i) existing or contemplated on the Closing Restatement Effective Date or made pursuant to legally binding written contracts in existence on the Closing Restatement Effective Date, in each case case, set forth on Schedule 7.02(f9.2(f) and any modification, replacement, renewal, reinvestment or extension thereof of any of the foregoing; provided that does the amount of any Investment permitted pursuant to this Section 9.2(f) is not increase increased from the value thereof and (ii) existing amount of such Investment on the Closing Restatement Effective Date except pursuant to the terms of such Investment as of the Restatement Effective Date or as otherwise permitted by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereofanother clause of this Section 9.2; (g) Investments in Swap Contracts permitted under Section 7.03(f)9.3; (h) promissory notes, securities notes and other non-cash consideration that is permitted to be received in connection with Dispositions permitted by Section 7.059.5; (i) any acquisition of all or substantially all the assets of a Person or any Equity Interests in a Person that becomes a Restricted Subsidiary 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), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”)Acquisitions; (j) Investments constituting a part of the Transactions[Reserved]; (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (ml) loans and advances to Holdings (or any direct or indirect parent of the Borrower thereof) in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) ), Restricted Payments to the extent permitted to be made to Holdings (or such parent direct or indirect parent) in accordance with Section 7.06(f), 9.6(f) or (g), (h), (i), (j), (l) or ; (m)) without duplication of any other clauses of this Section 9.2, such Investment being treated for purposes other Investments that do not exceed $50,000,000 in the aggregate at any time outstanding, determined as of the applicable clause date of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write downs or write offs thereof) at any time not to exceed the greater of $19,500,000 and 30% of Consolidated EBITDA (in each case, increased by (A) any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary); (o) Investments made in respect of joint ventures or other similar agreements or partnerships not to exceed the greater of $13,000,000 and 20% of Consolidated EBITDA (plus the amount of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts); (p) advances of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (iio) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings (or any direct or indirect parent of Holdingsthereof); (rp) Investments of held by a Restricted Subsidiary acquired after the Closing Effective Date or of a Person merged or amalgamated or consolidated into the Borrower or merged or consolidated with a Restricted Subsidiary in accordance with Section 7.04 9.4 after the Closing Effective Date (other than existing Investments in subsidiaries of such Subsidiary or Person, which must comply with the requirements of Sections 9.2(i) or (m)) to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; (q) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and Article 4 customary trade arrangements with customers consistent with past practices; (r) without duplication of, or aggregation with, any Investment made under any other clause of this Section 9.2, the Borrower and its Restricted Subsidiaries may make other Investments as long as the Payment Conditions are satisfied after giving effect thereto; (s) Investments made by a any Restricted Subsidiary that is not a Loan Party to the extent such Investments are financed with the proceeds received by such Restricted Subsidiary from an Investment in such Restricted Subsidiary by a Loan Party permitted under made pursuant to clauses (c)(iv), (i) or (m) of this Section 7.02;9.2; and (t) Investments in deposit accounts, securities accounts and commodities accounts maintained Guarantees by the Borrower or any of its the Restricted Subsidiaries; Subsidiaries of leases (uother than Capitalized Leases) Investments constituting any part or of a reorganization and other activities related to tax planning; provided obligations that (i) no Event of Default shall have occurred and be continuingdo not constitute Indebtedness, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in each case entered into in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority ordinary course of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; and (w) so long as no Default or Event of Default under Section 8.01(a) or 8.01(f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 3.75 :1.00. To the extent an Investment is permitted to be made by a Loan Party directly in any Restricted Subsidiary or any other Person who is not a Loan Party (each such person, a “Target Person”) under any provision of this Section 7.02, such Investment may be made by advance, contribution or distribution by a Loan Party to a Restricted Subsidiary or Holdings, and further advanced or contributed to a Restricted Subsidiary for purposes of making the relevant Investment in the Target Person without constituting an Investment for purposes of Section 7.02 (it being understood that such Investment must satisfy the requirements of, and shall count towards any thresholds in, a provision of this Section 7.02 as if made by the applicable Loan Party directly to the Target Person)business.

Investments. Make or hold any Investments, except: (a) Investments by the Borrower or any of its the Restricted Subsidiaries in assets that were cash or Cash Equivalents or Investment Grade Securities when such Investment was made; (b) loans or advances to officers, directors and employees of any Loan Party Holdings (or any direct or indirect parent thereof) or any of its ), the Borrower and the Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes and purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower (or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity; provided, further, that the aggregate principal amount outstanding at any time under this clause (iithereof) shall not exceed $5,000,000 and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the , in an aggregate principal amount outstanding at any time under this clause (iii) shall not to exceed $5,000,000.15,000,000; (c) asset purchases (including purchases of inventory, supplies and materials) and the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons, in each case in the ordinary course of business; (d) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary other Loan Party, (ii) by any Non-Loan Party in any other Non-Loan Party that is not a Restricted Subsidiary, (iii) by any Non-Loan Party in any Loan Party, (iv) consisting of intercompany Investments incurred in the ordinary course of business in connection with the cash management operations (including with respect to intercompany self-insurance arrangements) of the Borrower and the Restricted Subsidiaries, (v) by any Loan Party in any Non-Loan Party; provided, provided that Investments made in reliance on clause (iiiA) shall not exceed the greater of $6,500,000 and 10% of Consolidated EBITDA on a pro forma basis; provided, further that no any such Investments made pursuant to this clause (iiiv) in the form of intercompany loans shall be evidenced by notes that have been pledged (individually or pursuant to a promissory note unless (xglobal note) such promissory note is pledged to the Administrative Agent in accordance with for the terms benefit of the Security Agreement Lenders (it being understood and agreed that any Investments permitted under this clause (v) that are not so evidenced as of the Closing Date are not required to be so evidenced and pledged until the date that is ninety (90) days after the Closing Date) and (yB) all either (I) the amount of such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations Investment made pursuant to this clause (v) does not exceed the terms of Available Amount at the Intercompany Notetime such Investment is made or (II) after giving effect to such Investment, the Permitted Non-Guarantor Investment Condition would be satisfied; (de) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business; (ef) Investments (excluding loans consisting of Liens, Indebtedness, fundamental changes, Dispositions and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f))7.03, 7.04 (other than 7.04(c)(ii) or (e))7.04, 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.137.06, respectively; (fg) Investments (i) existing or contemplated on the Closing Date date hereof or made pursuant to legally binding written contracts in existence on the Closing Date, in each case date hereof or (ii) contemplated on the date hereof and set forth on Schedule 7.02(f) 7.02(g), and in each case any modification, replacement, renewal, reinvestment or extension thereof thereof; provided that does the amount of any Investment permitted pursuant to this Section 7.02(g) is not increase increased from the value thereof and (ii) existing amount of such Investment on the Closing Date except pursuant to the terms of such Investment as of the Closing Date or as otherwise permitted by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereofthis Section 7.02; (gh) Investments in Swap Contracts permitted under Section 7.03(f); (hi) promissory notes, securities notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (ij) any the purchase or other acquisition of all property and assets or substantially all the assets businesses of a any Person or any of assets constituting a business unit, a line of business or division of such Person, or Equity Interests in a Person that becomes that, upon the consummation thereof, will be a Restricted Subsidiary or division or line of business the Borrower (including as a result of a Person merger or consolidation); provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.02(j) (or any subsequent Investment made in each, a Person, division or line of business previously acquired in a “Permitted Acquisition), in a single transaction or series of related transactions, if immediately ”): (A) except to the extent (I) the Permitted Non-Guarantor Investment Condition shall be satisfied after giving effect thereto: to such purchase or acquisition or (iII) no Event of Default exists at the time of the signing of a definitive such purchase or acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness is otherwise permitted by another exception to this Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement7.02, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created either be owned directly by the Borrower, a Guarantor or the Person acquired Restricted Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); (B) the acquired property, assets, business or Person is in a business permitted under Section 7.07; (C) (1) immediately before and immediately after giving Pro Forma Effect to any such purchase or other acquisition, no Default shall have occurred and be continuing and (2) immediately after giving effect to such purchase or other acquisition, the Total Leverage Ratio for the Test Period immediately preceding such purchase or other acquisition is less than or equal to 6.00 to 1.00 (calculated on a Pro Forma Basis) and, satisfaction of such test shall be evidenced by a certificate from a Responsible Officer of the Borrower demonstrating such satisfaction calculated in reasonable detail; and (D) the Borrower shall have delivered to the Administrative Agent, on behalf of the Lenders, no later than five (5) Business Days after the date on which any such purchase or other acquisition is consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (j) Investments constituting a part have been satisfied or will be satisfied on or prior to the consummation of the Transactionssuch purchase or other acquisition; (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 Holdings (or any direct or indirect parent of the Borrower thereof) in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) ), Restricted Payments to the extent permitted to be made to Holdings (or such parent direct or indirect parent) in accordance with (i) Section 7.06(f), (g), (h), (i), (j), (lii) Section 7.06(g) or (miii) Section 7.06(l), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) other Investments (including Permitted Acquisitions) that in an aggregate amount pursuant to this Section 7.02(n) (valued each case do not exceed the Available Amount at the time of the making thereof, and without giving effect to any write downs or write offs thereof) at any time not to exceed the greater of $19,500,000 and 30% of Consolidated EBITDA (in each case, increased by (A) any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary)they are made; (o) Investments made in respect of joint ventures (regardless of the legal form but excluding Unrestricted Subsidiaries); provided that, with respect to each Investment made pursuant to this Section 7.02(o) (each, a “Permitted JV”): (A) the Borrower or any other Loan Party shall own, directly or indirectly (including, without limitation, through a Permitted JV), at least a majority of the Equity Interests in such joint venture; (B) immediately after giving effect to such Investment, the Permitted Non-Guarantor Investment Condition would be satisfied; and (C) the Borrower shall have delivered to the Administrative Agent, on behalf of the Lenders, no later than five (5) Business Days after the date on which any such purchase or other similar agreements acquisition is consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (o) have been satisfied or partnerships not will be satisfied on or prior to exceed the greater consummation of $13,000,000 and 20% of Consolidated EBITDA (plus the amount of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts)such purchase or other acquisition; (p) advances of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (iiq) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings the Borrower (or Equity Interests of Holdings or by any direct or indirect parent of Holdingsthereof); (r) Investments of held by a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or merged or consolidated with a Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) Guarantees by the Borrower or any of the 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; (t) Investments consisting of purchases and acquisitions of assets or services in the ordinary course of business; (u) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors in the ordinary course; (i) Investments in a Securitization Subsidiary or any Investment by a Securitization Subsidiary in any other Person in connection with a Qualified Securitization Financing; provided, however, that any such Investment in a Securitization Subsidiary is in the form of a contribution of additional Securitization Assets or as equity, and (ii) distributions or payments of Securitization Fees and purchases of Securitization Assets pursuant to a Securitization Repurchase Obligation in connection with a Qualified Securitization Financing; (w) Investments made by a any Restricted Subsidiary that is not a Loan Party to the extent such Investments are financed with the proceeds received by such Restricted Subsidiary from an Investment in such Restricted Subsidiary by a Loan Party permitted under made pursuant to clauses (d)(v), (n) or (o) of this Section 7.02; (tx) in the event the Borrower or a Restricted Subsidiary shall establish a Subsidiary for the purpose of, and to be engaging solely in the business of, insuring the healthcare businesses or facilities owned or operated by the Borrower, any Restricted Subsidiary or any physician employed by or on the medical staff of any such business or facility (the “Insurance Subsidiary”), Investments in an aggregate amount that does not exceed the minimum amount of capital required under the Laws of the jurisdiction in which the Insurance Subsidiary is formed, plus the amount of any reasonable, general corporate and overhead expense of such Insurance Subsidiary; provided that in the event that less than 100% of the Equity Interests of such Insurance Subsidiary is pledged to the Administrative Agent, such Insurance Subsidiary shall be wholly-owned by a special purpose Wholly Owned Domestic Subsidiary of the Borrower organized solely to hold such Equity Interests; (y) Investments in deposit accountsHealth Choice required to be made under applicable Laws, securities accounts rules and commodities accounts maintained regulations or pursuant to contractual obligations of the Borrower or a Subsidiary with the Arizona Health Care Cost Containment System as in effect on the Closing Date; (z) other Investments by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; and (w) so long as no Default or Event of Default under Section 8.01(a) or 8.01(f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 3.75 :1.00. To the extent an Investment is permitted to be made by a Loan Party directly in any Restricted Subsidiary or in an aggregate amount at any other Person who is time outstanding not a Loan Party (each such person, a “Target Person”) under any provision of this Section 7.02, such Investment may be made by advance, contribution or distribution by a Loan Party to a Restricted Subsidiary or Holdings, and further advanced or contributed to a Restricted Subsidiary for purposes of making the relevant Investment in the Target Person without constituting an Investment for purposes of Section 7.02 (it being understood that such Investment must satisfy the requirements of, and shall count towards any thresholds in, a provision of this Section 7.02 as if made by the applicable Loan Party directly to the Target Person)exceed $50,000,000.

Investments. Make or hold any Investments, except: (a) Investments by the Borrower or any of its the Restricted Subsidiaries in assets that were cash or Cash Equivalents or Investment Grade Securities when such Investment was made; (b) loans or advances to officers, directors and employees of any Loan Party Holdings (or any direct or indirect parent thereof) or any of its ), the Borrower and the Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes and purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower (or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity; provided, further, that the aggregate principal amount outstanding at any time under this clause (iithereof) shall not exceed $5,000,000 and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the , in an aggregate principal amount outstanding at any time under this clause (iii) shall not to exceed $5,000,000.15,000,000; (c) asset purchases (including purchases of inventory, supplies and materials) and the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons, in each case in the ordinary course of business; (d) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary other Loan Party, (ii) by any Non-Loan Party in any other Non-Loan Party that is not a Restricted Subsidiary, (iii) by any Non-Loan Party in any Loan Party, (iv) consisting of intercompany Investments incurred in the ordinary course of business in connection with the cash management operations (including with respect to intercompany self-insurance arrangements) of the Borrower and the Restricted Subsidiaries, (v) by any Loan Party in any Non-Loan Party; provided, provided that Investments made in reliance on clause (iiiA) shall not exceed the greater of $6,500,000 and 10% of Consolidated EBITDA on a pro forma basis; provided, further that no any such Investments made pursuant to this clause (iiiv) in the form of intercompany loans shall be evidenced by notes that have been pledged (individually or pursuant to a promissory note unless (xglobal note) such promissory note is pledged to the Administrative Agent in accordance with for the terms benefit of the Security Agreement Lenders (it being understood and agreed that any Investments permitted under this clause (v) that are not so evidenced as of the Closing Date are not required to be so evidenced and pledged until the date that is ninety (90) days after the Closing Date) and (yB) all either (I) the amount of such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations Investment made pursuant to this clause (v) does not exceed the terms of Available Amount at the Intercompany Notetime such Investment is made or (II) after giving effect to such Investment, the Permitted Non-Guarantor Investment Condition would be satisfied; (de) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business; (ef) Investments (excluding loans consisting of Liens, Indebtedness, fundamental changes, Dispositions and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f))7.03, 7.04 (other than 7.04(c)(ii) or (e))7.04, 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.137.06, respectively; (fg) Investments (i) existing or contemplated on the Closing Date date hereof or made pursuant to legally binding written contracts in existence on the Closing Date, in each case date hereof or (ii) contemplated on the date hereof and set forth on Schedule 7.02(f) 7.02(g), and in each case any modification, replacement, renewal, reinvestment or extension thereof thereof; provided that does the amount of any Investment permitted pursuant to this Section 7.02(g) is not increase increased from the value thereof and (ii) existing amount of such Investment on the Closing Date except pursuant to the terms of such Investment as of the Closing Date or as otherwise permitted by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereofthis Section 7.02; (gh) Investments in Swap Contracts permitted under Section 7.03(f); (hi) promissory notes, securities notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (ij) any the purchase or other acquisition of all property and assets or substantially all the assets businesses of a any Person or any of assets constituting a business unit, a line of business or division of such Person, or Equity Interests in a Person that becomes that, upon the consummation thereof, will be a Restricted Subsidiary or division or line of business the Borrower (including as a result of a Person merger or consolidation); provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.02(j) (or any subsequent Investment made in each, a Person, division or line of business previously acquired in a “Permitted Acquisition), in a single transaction or series of related transactions, if immediately ”): (A) except to the extent (I) the Permitted Non-Guarantor Investment Condition shall be satisfied after giving effect thereto: to such purchase or acquisition or (iII) no Event of Default exists at the time of the signing of a definitive such purchase or acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness is otherwise permitted by another exception to this Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement7.02, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created either be owned directly by the Borrower, a Guarantor or the Person acquired Restricted Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); (B) the acquired property, assets, business or Person is in a business permitted under Section 7.07; (C) (1) immediately before and immediately after giving Pro Forma Effect to any such purchase or other acquisition, no Default shall have occurred and be continuing and (2) immediately after giving effect to such purchase or other acquisition, the Total Leverage Ratio for the Test Period immediately preceding such purchase or other acquisition is less than or equal to 6.00 to 1.00 (calculated on a Pro Forma Basis) and, satisfaction of such test shall be evidenced by a certificate from a Responsible Officer of the Borrower demonstrating such satisfaction calculated in reasonable detail; and (D) the Borrower shall have delivered to the Administrative Agent, on behalf of the Lenders, no later than five (5) Business Days after the date on which any such purchase or other acquisition is consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (j) Investments constituting a part have been satisfied or will be satisfied on or prior to the consummation of the Transactionssuch purchase or other acquisition; (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 Holdings (or any direct or indirect parent of the Borrower thereof) in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) ), Restricted Payments to the extent permitted to be made to Holdings (or such parent direct or indirect parent) in accordance with (i) Section 7.06(f), (g), (h), (i), (j), (lii) Section 7.06(g) or (miii) Section 7.06(l), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) other Investments (including Permitted Acquisitions) that in an aggregate amount pursuant to this Section 7.02(n) (valued each case do not exceed the Available Amount at the time of the making thereof, and without giving effect to any write downs or write offs thereof) at any time not to exceed the greater of $19,500,000 and 30% of Consolidated EBITDA (in each case, increased by (A) any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary)they are made; (o) Investments made in respect of joint ventures (regardless of the legal form but excluding Unrestricted Subsidiaries); provided that, with respect to each Investment made pursuant to this Section 7.02(o) (each, a “Permitted JV”): (A) the Borrower or any other Loan Party shall own, directly or indirectly (including, without limitation, through a Permitted JV), at least a majority of the Equity Interests in such joint venture; (B) immediately after giving effect to such Investment, the Permitted Non-Guarantor Investment Condition would be satisfied; and (C) the Borrower shall have delivered to the Administrative Agent, on behalf of the Lenders, no later than five (5) Business Days after the date on which any such purchase or other similar agreements acquisition is consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (j) have been satisfied or partnerships not will be satisfied on or prior to exceed the greater consummation of $13,000,000 and 20% of Consolidated EBITDA (plus the amount of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts)such purchase or other acquisition; (p) advances of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (iiq) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings the Borrower (or Equity Interests of Holdings or by any direct or indirect parent of Holdingsthereof); (r) Investments of held by a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or merged or consolidated with a Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) Guarantees by the Borrower or any of the 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; (t) Investments consisting of purchases and acquisitions of assets or services in the ordinary course of business; (u) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors in the ordinary course; (i) Investments in a Securitization Subsidiary or any Investment by a Securitization Subsidiary in any other Person in connection with a Qualified Securitization Financing; provided, however, that any such Investment in a Securitization Subsidiary is in the form of a contribution of additional Securitization Assets or as equity, and (ii) distributions or payments of Securitization Fees and purchases of Securitization Assets pursuant to a Securitization Repurchase Obligation in connection with a Qualified Securitization Financing; (w) Investments made by a any Restricted Subsidiary that is not a Loan Party to the extent such Investments are financed with the proceeds received by such Restricted Subsidiary from an Investment in such Restricted Subsidiary by a Loan Party permitted under made pursuant to clauses (d)(v), (n) or (o) of this Section 7.02; (tx) in the event the Borrower or a Restricted Subsidiary shall establish a Subsidiary for the purpose of, and to be engaging solely in the business of, insuring the healthcare businesses or facilities owned or operated by the Borrower, any Restricted Subsidiary or any physician employed by or on the medical staff of any such business or facility (the “Insurance Subsidiary”), Investments in an aggregate amount that does not exceed the minimum amount of capital required under the laws of the jurisdiction in which the Insurance Subsidiary is formed, plus the amount of any reasonable, general corporate and overhead expense of such Insurance Subsidiary; provided that in the event that less than 100% of the Equity Interests of such Insurance Subsidiary is pledged to the Administrative Agent, such Insurance Subsidiary shall be wholly-owned by a special purpose Wholly Owned Domestic Subsidiary of the Borrower organized solely to hold such Equity Interests; (y) Investments in deposit accountsHealth Choice required to be made under applicable laws, securities accounts rules and commodities accounts maintained regulations or pursuant to contractual obligations of the Borrower or a Subsidiary with the Arizona Health Care Cost Containment System as in effect on the Closing Date; (z) other Investments by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; and (w) so long as no Default or Event of Default under Section 8.01(a) or 8.01(f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 3.75 :1.00. To the extent an Investment is permitted to be made by a Loan Party directly in any Restricted Subsidiary or in an aggregate amount at any other Person who is time outstanding not a Loan Party (each such person, a “Target Person”) under any provision of this Section 7.02, such Investment may be made by advance, contribution or distribution by a Loan Party to a Restricted Subsidiary or Holdings, and further advanced or contributed to a Restricted Subsidiary for purposes of making the relevant Investment in the Target Person without constituting an Investment for purposes of Section 7.02 (it being understood that such Investment must satisfy the requirements of, and shall count towards any thresholds in, a provision of this Section 7.02 as if made by the applicable Loan Party directly to the Target Person)exceed $50,000,000.

Investments. Make or hold acquire any InvestmentsInvestment, exceptother than: (a) Investments by the Borrower or any of its Restricted Subsidiaries in assets that were cash or Cash Equivalents when such Investment was madeEquivalents; (b) loans or Investments existing on the Closing Date and set forth on Schedule 8.03; (c) advances to officers, directors and employees of any Loan Party the BVI Borrower and its Subsidiaries in an aggregate amount not to exceed $2,000,000 (or its equivalent in other currencies) at any direct or indirect parent thereof) or any of its Subsidiaries (i) time outstanding, for reasonable and customary business-related travel, entertainment, relocation and analogous other ordinary business purposes and purposes; (iid) in connection with such Person’s purchase of Equity Interests advances to suppliers of the BVI Borrower and its Subsidiaries in an aggregate amount not to exceed $2,000,000 (or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made its equivalent in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity; provided, further, that the aggregate principal amount outstanding other currencies) at any time under this clause (ii) shall not exceed $5,000,000 and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under this clause (iii) shall not exceed $5,000,000.outstanding; (ce) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (or any other than Holdings), Restricted Subsidiary and (ii) by any Restricted a Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided, that Investments made in reliance on clause (iii) shall not exceed the greater any Investment of $6,500,000 and 10% of Consolidated EBITDA on 500,000 or more by a pro forma basis; provided, further that no such Investments made pursuant to this clause (iii) USA Loan Party in the form of intercompany loans shall a loan or advance shall, within 60 days of the incurrence thereof, be evidenced by a promissory note unless (x) which shall be pledged by such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement and (y) all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations as Collateral pursuant to the terms of the Intercompany NoteSecurity Agreements; (df) Investments consisting made as a result of the receipt of non-cash consideration from any Disposition of Property that was made pursuant to and in compliance with this Agreement; (g) Permitted Acquisitions; (h) Investments in Project Subsidiaries, provided that (i) such Investment shall be in the form of (A) a Permitted Acquisition of a Project Subsidiary, (B) an Investment for or of growth or maintenance Capital Expenditures with respect to an existing Project Subsidiary, or (C) no more than once for any Project Group, an Investment in an aggregate amount not to exceed $1,000,000 with respect to such Project Group to finance estimated start-up costs of such Project Group (excluding, for the avoidance of doubt, any principal, fees interest or other debt service costs related to any Permitted Project Debt or any other Debt of such Project Group), (ii) at the time of such Investment, (X) the BVI Borrower shall be in compliance on a Pro Forma Basis with the Liquidity Condition, (Y) no Event of Default shall exist or would result therefrom and (Z) no event of default under the applicable Project Subsidiary’s Permitted Project Debt shall exist or would result therefrom; (i) extensions of credit by Project Subsidiaries in the nature of accounts receivable or notes receivable arising from the grant sales of trade credit in the ordinary course of business, and Investments received in satisfaction goods or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers services in the ordinary course of business; (ej) Investments (excluding loans and advances made in lieu of Restricted Payments pursuant to and limited received by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectively; (f) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date, in each case set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereof; (g) Investments in Swap Contracts permitted under Section 7.03(f); (h) promissory notes, securities and other non-cash consideration received Project Subsidiaries in connection with Dispositions permitted by Section 7.05; (i) any acquisition insolvency proceeding in respect of all any customers, suppliers or substantially all the assets of a Person or any Equity Interests in a Person that becomes a Restricted Subsidiary 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), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; clients and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); (j) Investments constituting a part of the Transactions; (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or and other disputes with, customers customers, suppliers or clients; (k) Investments of Restricted Subsidiaries in joint ventures; provided that (i) in no event shall such Restricted Subsidiary enter into a joint venture agreement with respect to such Investment that permits any other investor in the joint venture to consent to a change of control on behalf of the relevant Restricted Subsidiary (e.g., in the case of a drag-along provision if such Restricted Subsidiary is a minority shareholder in such joint venture) or terminate the agreement or agreements, whether upon a change of control or otherwise, with respect to such Restricted Subsidiary’s rights and suppliers arising obligations therein without the consent of such Restricted Subsidiary and (ii) no Default shall exist immediately prior to such Investment or would result therefrom; (l) to the extent constituting an Investment, Permitted Hedging Obligations; and (m) to the extent constituting Investments, (i) the BVI O&M Parent Guarantee and (ii) other customary performance guarantees entered into in the ordinary course of business or upon which support the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to any direct or indirect parent of the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write downs or write offs thereof) at any time not to exceed the greater of $19,500,000 and 30% of Consolidated EBITDA (in each case, increased by (A) any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary); (o) Investments made in respect of joint ventures or other similar agreements or partnerships not to exceed the greater of $13,000,000 and 20% of Consolidated EBITDA (plus the amount of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts); (p) advances of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of Holdings; (r) Investments obligations of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) Investments made by a Restricted Subsidiary that is not a Loan Party to the extent such Investments are financed with the proceeds received by such Restricted Subsidiary from an Investment in such Restricted Subsidiary by a Loan Party permitted under this Section 7.02; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planningBVI Borrower; provided that at the time any such guarantee is entered into pursuant to the foregoing clause (i) ii), no Event of Default shall have occurred and be continuingcontinuing or would result therefrom; (n) advances or other Investments made, directly or indirectly, in any Project Group for purposes of funding the Minimum Cash Runway of such Project Group; provided that (iii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time of such Investment, (A) the Investment is entered into BVI Borrower shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; and (w) so long as no Default or Event of Default under Section 8.01(a) or 8.01(f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated First Lien Net Leverage Ratio compliance on a Pro Forma Basis with the Liquidity Condition, and (B) no Event of Default shall exist or would be less than or equal to 3.75 :1.00. To result therefrom, and (ii) (A) the extent an Investment is permitted to be made by a Loan Party directly aggregate amount of all such Investments in any Restricted Subsidiary Project Group in any six month period shall not exceed the Minimum Cash Runway of such Project Group for such six month period as determined by the BVI Borrower in good faith and (B) the aggregate amount of all such Investments in any Project Group shall not exceed the aggregate amount of cash distributed to the Loan Parties by such Project Group following the Closing Date; and (o) other Investments in an aggregate amount not to exceed $5,000,000 (net of any proceeds or gains from dividends or distributions from or Dispositions or any other Person who is not a Loan Party (each such person, a “Target Person”) under any provision of Investments previously incurred pursuant to this Section 7.02, such Investment may be made by advance, contribution or distribution by a Loan Party to a Restricted Subsidiary or Holdings, and further advanced or contributed to a Restricted Subsidiary for purposes of making the relevant Investment in the Target Person without constituting an Investment for purposes of Section 7.02 (it being understood that such Investment must satisfy the requirements of, and shall count towards any thresholds in, a provision of this Section 7.02 as if made by the applicable Loan Party directly to the Target Person8.03(o)).

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower REIT or any of its Restricted Subsidiaries in assets that were the form of cash or Cash Equivalents when such Investment was madeEquivalents; (b) loans or advances to officers, directors and employees Investments of any Loan Party (or any direct or indirect parent thereof) or Subsidiary thereof in any of its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes and (ii) in connection with such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity; provided, further, that the aggregate principal amount outstanding at any time under this clause (ii) shall not exceed $5,000,000 and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under this clause (iii) shall not exceed $5,000,000.Loan Party; (c) Investments (i) by in land holdings so long as, after giving effect to any such Investment, the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided, that Investments made in reliance on clause (iii) shall not exceed the greater aggregate amount of $6,500,000 and 10% of Consolidated EBITDA on a pro forma basis; provided, further that no such Investments made pursuant to this clause (iii) in the form of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged to the Administrative Agent in accordance c), taken together with the terms aggregate amount of Investments made pursuant to clauses (d) and (e) of this Section 7.03, does not at any time exceed 5% of the Security Agreement and (y) all Total Asset Value at such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany Notetime; (d) Investments (whether originated or acquired by the REIT or a Subsidiary thereof) consisting of extensions of credit in the nature of accounts receivable or commercial mortgage loans and commercial real estate-related notes receivable arising from so long as the grant aggregate amount of trade credit in Investments made pursuant to this clause (d), taken together with the ordinary course aggregate amount of businessInvestments made pursuant to clauses (c) and (e) of this Section 7.03, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in does not at any time exceed 5% of the ordinary course of businessTotal Asset Value at such time; (e) Investments (excluding loans and advances in respect of costs to construct Investment Properties under development so long as the aggregate amount of Investments made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting this clause (e), taken together with the aggregate amount of transactions permitted under Sections 7.01, 7.03 Investments made pursuant to clauses (other than 7.03(cc) and (d) and of this Section 7.03, does not at any time exceed 5% of the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectivelyTotal Asset Value at such time; (f) Investments in income producing Investment Properties not constituting (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts Investments in existence on the Closing Dateland holdings, in each case set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary commercial mortgage loans and commercial real estate-related notes receivable and (iii) Investments in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereofrespect of costs to construct Investment Properties under development; (g) Investments in Swap Contracts permitted under by Section 7.03(f)7.02; (h) promissory notes, securities Investments of the REIT and other non-cash consideration received its Subsidiaries in connection with Dispositions permitted by Section 7.05; (ix) any acquisition of all or substantially all the assets of a Person or any Equity Interests in a Person that becomes a Restricted Subsidiary 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), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i7.03 or (y) any Unconsolidated Affiliate that is a joint venture between one or more members of the Consolidated Group and one or more Xxxxx Affiliates; provided, that in the case of each of clauses (x) and (y), a “Permitted Acquisition”); (j) Investments constituting a part after giving pro forma effect to such Investment the Loan Parties are in compliance with each of the Transactions; (k) Investments financial covenants contained in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to any direct or indirect parent of the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write downs or write offs thereof) at any time not to exceed the greater of $19,500,000 and 30% of Consolidated EBITDA (in each case, increased by (A) any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary); (o) Investments made in respect of joint ventures or other similar agreements or partnerships not to exceed the greater of $13,000,000 and 20% of Consolidated EBITDA (plus the amount of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts); (p) advances of payroll payments to employees in the ordinary course of business7.11; (i) Investments made of the REIT and its Subsidiaries in any Unconsolidated Affiliate that is a joint venture between one or more members of the ordinary course Consolidated Group and one or more Persons that are not Xxxxx Affiliates; provided, that the aggregate amount of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of Holdings; (r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) Investments made by a Restricted Subsidiary that is not a the Loan Party to the extent such Investments are financed with the proceeds received by such Restricted Subsidiary from an Investment Parties and their Subsidiaries in such Restricted Subsidiary by a Loan Party permitted under this Section 7.02; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or Unconsolidated Affiliates does not at any time exceed 5% of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit Total Asset Value at such time and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amounttime; and (wj) so long as no Default or Event of Default under warrants referred to in Section 8.01(a) or 8.01(f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 3.75 :1.00. To the extent an Investment is permitted to be made by a Loan Party directly in any Restricted Subsidiary or any other Person who is not a Loan Party (each such person, a “Target Person”) under any provision of this Section 7.02, such Investment may be made by advance, contribution or distribution by a Loan Party to a Restricted Subsidiary or Holdings, and further advanced or contributed to a Restricted Subsidiary for purposes of making the relevant Investment in the Target Person without constituting an Investment for purposes of Section 7.02 (it being understood that such Investment must satisfy the requirements of, and shall count towards any thresholds in, a provision of this Section 7.02 as if made by the applicable Loan Party directly to the Target Person7.06(h).

Investments. Make or hold any Investments, except: (a) Investments by the Parent Borrower or any of its Restricted Subsidiaries in assets that were cash or Cash Equivalents when such Investment was made; (b) loans or advances to officers, directors and employees of any Loan Party Holdings (or any direct or indirect parent thereof) ), the Parent Borrower or any of its Subsidiaries Restricted Subsidiary (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary other business purposes and in the ordinary course of business or in accordance with previous practice, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower Holdings (or any direct or indirect parent thereof or to permit the payment of taxes with respect theretothereof); provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Parent Borrower in cash as common equity; provided, further, that the aggregate principal amount outstanding at any time under this clause (ii) shall not exceed $5,000,000 and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the , in an aggregate principal amount outstanding at any time under this clause (iii) shall not to exceed $5,000,000.20,000,000; (c) Investments in the CCU Term Note, and any modification, replacement, renewal, reinvestment or extension thereof in accordance with Section 7.12(c); (d) Investments (i) by the Parent Borrower or any Restricted Subsidiary in any that is a U.S. Loan Party (other than Holdings)in the Parent Borrower or any Restricted Subsidiary that is a U.S. Loan Party, (ii) by any Restricted Subsidiary that is not a Non-Loan Party in any other Non-Loan Party that is a Restricted Subsidiary, (iii) by any Non-Loan Party in the Parent Borrower or any Restricted Subsidiary that is not a Loan Party, (iv) by any Foreign Loan Party and in any other Foreign Loan Party, (iiiv) by any Loan Party in any Restricted Subsidiary that is not a U.S. Loan Party; provided, provided that Investments made in reliance on clause (iii) shall not exceed the greater aggregate amount of $6,500,000 and 10% of Consolidated EBITDA on a pro forma basis; provided, further that no such Investments made pursuant to this clause (iiiv) in when aggregated with all Investments made pursuant to Section 7.02(j)(B) shall not exceed at any time outstanding the form sum of intercompany loans shall be evidenced by a promissory note unless (x) the greater of $500,000,000 and 1.5% of Total Assets at the time of such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement Investment and (y) all the Available Amount at such time and (vi) by the Parent Borrower or any Restricted Subsidiary (A) in any Foreign Subsidiary, constituting an exchange of Equity Interests of such Foreign Subsidiary for Indebtedness or Equity Interests or a combination thereof of such Foreign Subsidiary or another Foreign Subsidiary so long as such exchange does not adversely affect the Collateral, (B) in any Foreign Subsidiary, constituting an exchange of Equity Interests of such Foreign Subsidiary for Indebtedness of such Foreign Subsidiary or (C) constituting Guarantees of Indebtedness or other monetary obligations of Foreign Subsidiaries owing to any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany NoteParty; (de) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business; (ef) Investments (excluding loans and advances made in lieu consisting of Liens, Indebtedness, transactions of the type subject to Section 7.04, Dispositions, Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting prepayments, redemptions, purchases, defeasances or other satisfactions of transactions Indebtedness permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (fSection 7.03(d)), 7.04 (other than 7.04(c)(ii) or (e))7.04, 7.05 (other than 7.05(d)(iiSections 7.05(d) and or (e)), 7.06 (other than Section 7.06(d) or (h)(iv)) and 7.137.12, respectively; (fg) Investments (i) existing or contemplated on the Closing Specified Date hereof (other than the CCU Term Note) or made pursuant to legally binding written contracts in existence on the Closing Date, in each case date hereof and set forth on Schedule 7.02(f7.02(g) and any modification, replacement, renewal, reinvestment or extension thereof of any of the foregoing, to the extent permitted; provided that does the amount of any Investment permitted pursuant to this Section 7.02(g) is not increase increased from the value thereof and (ii) existing amount of such Investment on the Closing Specified Date except pursuant to the terms of such Investment as of the Specified Date or as otherwise permitted by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereofanother clause of this Section 7.02; (gh) Investments in Swap Contracts permitted under Section 7.03(f)7.03; (hi) promissory notes, securities notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (ij) any the purchase or other acquisition of all property and assets or substantially all the assets businesses of a any Person or any of assets constituting a business unit, a line of business or division of such Person, or Equity Interests in a Person that becomes that, upon the consummation thereof, will be a Restricted wholly-owned Subsidiary or division or line of business the Parent Borrower (except to the extent permitted by subclause (B) below), including as a result of a Person merger, amalgamation or consolidation; provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.02(j) (or any subsequent Investment made in each, a Person, division or line of business previously acquired in a “Permitted Acquisition), in a single transaction or series of related transactions, if immediately after giving effect thereto: ”): (i) no Event of Default exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iiiA) to the extent required by the Collateral and Guarantee RequirementRequirement and the Collateral Documents, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) each applicable Loan Party and any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary and, to the extent required under the Collateral and Guarantee Requirement, the Subsidiaries of such created or an Unrestricted acquired Subsidiary) shall be Guarantors and shall have complied with the requirements of Section 6.11, within the times specified therein (for the avoidance of doubt, this clause (A) shall not override any provisions of the Collateral and Guarantee Requirement); (B) the aggregate amount of Investments made in Persons that do not become U.S. Loan Parties pursuant to this clause (j), when aggregated with all Investments made pursuant to Section 7.02(d)(v), shall not exceed at any time outstanding the sum of (i) the greater of $500,000,000 and 1.5% of Total Assets at the time of such Permitted Acquisition and (ii) the Available Amount at such time; (C) the acquired property, assets, business or Person is in a Guarantorbusiness permitted under Section 7.07; (D) immediately before and immediately after giving effect to any such purchase or other acquisition, no Default shall have occurred and be continuing; (E) the Parent Borrower shall be in each case compliance with Section 7.14 for the Test Period ended immediately preceding such purchase or other acquisition calculated on a pro forma basis for such purchase or other acquisition in accordance with Section 6.11 1.10 and a certificate from the Chief Financial Officer of the Parent Borrower demonstrating compliance with such Section calculated in reasonable detail shall be provided to the Administrative Agent; and (F) the Parent Borrower shall have delivered to the Administrative Agent, on behalf of the Lenders, no later than five (5) Business Days after the date on which any such purchase or other acquisition under this Section 7.02(i)is consummated, a “Permitted Acquisition”)certificate of a Responsible Officer, certifying that all of the requirements set forth in this clause (j) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition; (jk) Investments constituting a part of the Transactions; (kl) Investments in the ordinary course of business consisting of UCC Uniform Commercial Code Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (lm) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (mn) loans and advances to Holdings (or any direct or indirect parent of the Borrower thereof) in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) ), Restricted Payments to the extent permitted to be made to Holdings (or such parent direct or indirect parent) in accordance with Section 7.06(f), (g), (h), (i), (j), ) or (l) or (m), so long as such Investment being treated amounts are counted as Restricted Payments for purposes of such clauses; (o) (i)(A) Investments in a Securitization Entity in connection with a Qualified Securitization Financing; provided that any such Investment in a Securitization Entity is in the applicable clause form of Section 7.06a contribution of additional Securitization Assets or as customary Investments in a Securitization Entity in connection with a Qualified Securitization Financing, including any limitations, as if a Restricted Payment had been made and (ii) distributions or payments of Securitization Fees and purchases of Securitization Assets pursuant to a Securitization Repurchase Obligation in connection with a Qualified Securitization Financing. (p) other Investments that do not exceed in the aggregate at any time outstanding the sum of (i) the greater of $900,000,000 and 3.0% of the Total Assets determined as of the date of such clause Investment and (ii) the Available Amount at such time; provided, however, that the foregoing amount may be increased, to the extent not otherwise included in the determination of the Available Amount, an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write downs or write offs thereof) at any time not to exceed the greater of $19,500,000 and 30% of Consolidated EBITDA (in each case, increased by (A) any return in respect thereof, including dividendsrepayments, interest, returns, profits, distributions, returns of principal, profits on sale, repayments, income and similar amounts actually received in cash in respect of any Investment pursuant to this clause (p) (which amount referred to in this sentence shall not exceed the amount of such Investment valued at the Fair Market Value of such Investment at the time such Investment was made); provided further, however, that if the Parent Borrower or any of its Restricted Subsidiaries make any Investments in Equity Interests of CCOH pursuant to this clause (p) that is a CCOH 90% Investment, upon CCOH and its wholly-owned Restricted Subsidiaries which are Material Domestic Subsidiaries and not Excluded Subsidiaries becoming U.S. Subsidiary Guarantors and otherwise complying with Section 6.11, such Investments shall be deemed to be have been made pursuant to Section 7.02(v)(ii) (B) the gain in any fair market value of the and Investments made by CCOH and its Subsidiaries which are U.S. Subsidiary Guarantors shall be deemed to have been retroactively made by U.S. Loan Parties) and the amount previously utilized in connection with such Investment under this clause (np) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary)shall be restored; (o) Investments made in respect of joint ventures or other similar agreements or partnerships not to exceed the greater of $13,000,000 and 20% of Consolidated EBITDA (plus the amount of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts); (pq) advances of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (iir) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings (or Equity Interests of Holdings or by any direct or indirect parent of Holdingsthereof); (rs) Investments of held by a Restricted Subsidiary acquired after the Closing Date in a transaction otherwise permitted under this Section 7.02 or of a Person merged or amalgamated with or into the Parent Borrower or merged, amalgamated or consolidated into the Borrower or with a Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger merger, amalgamation or consolidation; (st) Guarantees by the Parent Borrower or any of its Restricted Subsidiaries of leases (other than Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (u) for the avoidance of doubt to avoid double counting, Investments made by a any Restricted Subsidiary that is not a U.S. Loan Party to the extent such Investments are financed with the proceeds received by such Restricted Subsidiary from an Investment in such Restricted Subsidiary by a Loan Party permitted under made pursuant to clauses (d)(v), (j)(B) or (p) of this Section 7.02; (tv) Investments (i) in CCOH and its Restricted Subsidiaries pursuant to the CCOH Cash Management Arrangements and (ii) in CCOH constituting the acquisition of outstanding Equity Interests of CCOH not owned by the Parent Borrower and the Restricted Subsidiaries (whether by tender offer, open market purchase, merger or otherwise) so long as after giving effect to such acquisition, CCOH and its wholly-owned Restricted Subsidiaries which are Material Domestic Subsidiaries and not Excluded Subsidiaries become U.S. Subsidiary Guarantors hereunder and otherwise comply with Section 6.11; (i) cash Investments in any Foreign Subsidiary that is a Non-Loan Party by any U.S. Loan Party to the extent returned in the form of a cash dividend, distribution or other payment substantially concurrently with such cash Investment or (ii) non-cash Investments in any Foreign Subsidiary that is a Non-Loan Party by any U.S. Loan Party in the form of intercompany debt issued to such U.S. Loan Party in exchange for Equity Interests of another Foreign Subsidiary that is a Non-Loan Party that was held by such U.S. Loan Party, in each case, consummated on or before the second anniversary of the Closing Date in order to effect a corporate restructuring to improve the efficiency of repatriation of foreign cash flows; and (x) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its non-wholly-owned Restricted Subsidiaries; , joint ventures (uregardless of the legal form) Investments constituting and Unrestricted Subsidiaries not to exceed in the aggregate at any part one time outstanding the greater of a reorganization $300,000,000 and 1.0% of Total Assets at the time of such Investment. Notwithstanding the foregoing, until the Existing Notes Condition shall have been satisfied, the Parent Borrower shall not directly acquire any material operating assets or Broadcast Licenses that are not promptly contributed to one or more Restricted Subsidiaries, other activities related to tax planning; provided that than (i) no Event Equity Interests of Default shall have occurred and be continuing, Restricted Subsidiaries which are U.S. Subsidiary Guarantors or (ii) any security interests granted wireless radio licenses used for intercompany communications and satellite earth station authorizations used for reception and transmission of programming or other communications; provided, however, such requirement will not apply if the acquisition of such operating assets or Broadcast Licenses by a Restricted Subsidiary (A) is reasonably likely to have material adverse tax, operational or strategic consequences to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution Parent Borrower or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at (as determined in good faith by the time the Investment is entered into shall be Loan Parties after such Investments are completed, and Parent Borrower) or (ivB) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority requires any approval of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; and (w) so long as no Default or Event of Default under Section 8.01(a) or 8.01(f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 3.75 :1.00. To the extent an Investment is permitted to be made by a Loan Party directly in any Restricted Subsidiary FCC or any other Person who is Governmental Authority that has not a Loan Party been obtained (each the Parent Borrower agreeing to use commercially reasonable efforts to obtain any such person, a “Target Person”) under any provision of this Section 7.02, such Investment may be made by advance, contribution or distribution by a Loan Party to a Restricted Subsidiary or Holdings, and further advanced or contributed to a Restricted Subsidiary for purposes of making the relevant Investment in the Target Person without constituting an Investment for purposes of Section 7.02 (it being understood that such Investment must satisfy the requirements of, and shall count towards any thresholds in, a provision of this Section 7.02 as if made by the applicable Loan Party directly to the Target Personapproval).

Investments. Make or hold any Investments, except: (a) Investments by the Borrower or any of its a Restricted Subsidiaries Subsidiary in assets that were cash or Cash Equivalents when such Investment was made; (b) loans or advances to officers, directors directors, partners and employees of any Loan Party (the Borrower 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 and (ii) in connection with such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity; provided, further, that the aggregate principal amount outstanding at any time under this clause (ii) shall not exceed $5,000,000 and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the in an aggregate principal amount outstanding at any time under this clause (iiib)(ii) shall not to exceed $5,000,000.2,500,000; (c) asset purchases (including purchases of inventory, supplies and materials) and the licensing or contribution of intellectual property pursuant to joint marketing or other arrangements with other Persons, in each case in the ordinary course of business; (d) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted other Loan Party, (ii) by any Subsidiary in any Loan Party, (iii) by any Non-Loan Party in any other Non-Loan Party, (iv) by a Loan Party in a Non-Loan Party to the extent such Investment is made to fund all or any portion of (and up to an amount not exceeding) an Investment by such Non-Loan Party in reliance on and in accordance with Section 7.02(j), (n), (t), or (x) and (v) by any Loan Party in any Non-Loan Party; provided that the aggregate amount of such Investments in Non-Loan Parties pursuant to clause (v) (excluding any Investments received in respect of, or consisting of, the transfer or contribution of Equity Interests in or Indebtedness of any Foreign Subsidiary to any other Foreign Subsidiary that is a Restricted Subsidiary), as valued at cost at the time each such Investment is made, shall not a exceed (A) the greater of (x) $75,000,000 and (y) 16.5% of Total Assets (measured at the time of the making of such Investment) plus (B) an amount equal to any distributions, returns of capital or sale proceeds actually received by Loan Party; provided, that Parties in cash in respect of any Investments made in reliance on under clause (iiiv) (which amount shall not exceed the greater amount of $6,500,000 and 10% of Consolidated EBITDA on a pro forma basis; provided, further that no such Investments made pursuant to this clause (iii) in Investment valued at cost at the form of intercompany loans shall be evidenced by a promissory note unless (x) time such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement and (y) all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany NoteInvestment was made); (de) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business; (ef) Investments (excluding loans consisting of Liens, Indebtedness, fundamental changes, Dispositions and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections Section 7.01, Section 7.03 (other than 7.03(c) and (d) and the proviso to (fSection 7.03(e)), Section 7.04 (other than 7.04(c)(ii) or (eSection 7.04(e)), Section 7.05 (other than Sections 7.05(d)(ii), (e) and (ep)), ) and Section 7.06 (other than Section 7.06(d) or (h)(iv)) and 7.13), respectively; provided, however, that no Investments may be made solely pursuant to this Section 7.02(f); (fg) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date, in each case and set forth on Schedule 7.02(f7.02(g) and Investments consisting of any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) of any Investment existing on the Closing Date; provided that the amount of any Investment permitted pursuant to this Section 7.02(g) is not increased from the amount of such Investment on the Closing Date except pursuant to the terms of such Investment as of the Closing Date or as otherwise permitted by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereofthis Section 7.02; (gh) Investments in Swap Contracts permitted under Section 7.03(f7.03(g); (hi) promissory notes, securities notes and other non-cash noncash consideration received in connection with Dispositions permitted by Section 7.057.05 (other than Sections 7.05(d)(ii), (e) and (p)); (ij) any the purchase or other acquisition of all property and assets or substantially all the assets businesses of a any Person or any of assets constituting a business unit, a line of business or division of such Person, or Equity Interests in a Person that becomes that, upon the consummation thereof, will be a Restricted Subsidiary or division or line of business the Borrower (including as a result of a Person merger or consolidation) (or any subsequent Investment made in a Person, division or line of business previously acquired in a Permitted Acquisition), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i)each, a “Permitted Acquisition”); ; provided that (ji) Investments constituting a part on the date the agreement for such acquisition is executed, no Default or Event of Default shall have occurred and be continuing, (ii) upon giving effect to such acquisition, the Borrower shall be in compliance with Section 7.11, (iii) the Borrower shall comply with Section 6.11 and Section 6.13 (within the time period specified therein), to the extent applicable, and (iv) the aggregate purchase consideration paid by Loan Parties for the acquisition of Persons that do not become Guarantors and assets acquired by Non-Loan Parties shall not exceed the greater of (x) $100,000,000 and (y) 22% of Total Assets (measured at the time of the Transactionsmaking of such Investment); (k) the conversion or contribution of Indebtedness or other obligations from Subsidiaries to an Equity Interest in the obligor; provided that any such conversion or contribution shall not result in an additional ability to make Investments in Non-Loan Parties in the amount of such converted or contributed obligations; (l) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (lm) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (mn) loans and advances to any direct or indirect parent of Investments as valued at cost at the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), time each such Investment being treated for purposes of the applicable clause of Section 7.06is made, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; not exceeding the Available Amount; provided that (nx) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of any such Investment, no Default or Event of Default shall have occurred and be continuing or would result therefrom and (y) in the making thereof, and without giving effect to case of any write downs or write offs thereof) at any time not to exceed the greater such Investment in an amount in excess of $19,500,000 and 30% 15,000,000, the Borrower has delivered to the Administrative Agent a certificate of Consolidated EBITDA (in each casea Responsible Officer, increased together with all relevant financial information reasonably requested by (A) any return in respect thereofthe Administrative Agent, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts and (B) demonstrating the gain in any fair market value calculation of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary)Available Amount; (o) Investments made in respect of joint ventures or other similar agreements or partnerships not to exceed the greater of $13,000,000 and 20% of Consolidated EBITDA (plus the amount of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts); (p) advances of payroll payments to employees in the ordinary course of business; (ip) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of Holdings[reserved]; (rq) Investments of held by a Restricted Subsidiary acquired after the Closing Date or of a Person corporation merged or amalgamated or consolidated into with the Borrower or merged or consolidated with a Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; (r) Guarantee Obligations of the Borrower or any Restricted Subsidiary in respect of leases (other than Capitalized Leases) or of other obligations that do not constitute Indebtedness; (s) Investments made by a Restricted Subsidiary that is not a Loan Party to the extent that payment for such Investments are financed is made solely with Qualified Equity Interests of the proceeds received by such Restricted Subsidiary from an Investment in such Restricted Subsidiary by a Loan Party permitted under this Section 7.02Borrower; (t) other Investments made after the Closing Date in deposit accountsan aggregate amount, securities accounts as valued at cost at the time each such Investment is made and commodities accounts maintained including all related commitments for future Investments, not to exceed the greater of (x) $10,000,000 and (y) 2.2% of Total Assets (measured at the time of the making of such Investment), plus an amount equal to any distributions, returns of capital or sale proceeds actually received by Loan Parties in cash in respect of any Investments made under this clause (t) (which amount shall not exceed the Borrower or any amount of its Restricted Subsidiariessuch Investment valued at cost at the time such Investment was made); (u) Investments constituting [reserved]; (v) Guarantee Obligations of the Borrower or any part Restricted Subsidiary in connection with the provision of credit card payment processing services; (w) contributions to a “rabbi” trust for the benefit of employees of the Borrower or the Restricted Subsidiaries or other grantor trust subject to claims of creditors in the case of a reorganization bankruptcy of the Borrower; (x) Investments in any JV Entity and other activities any Unrestricted Subsidiary in an aggregate amount as valued at cost at the time each such Investment is made and including all related commitments for future Investments not to tax planningexceed the greater of (x) $15,000,000 and (y) 3.3% of Total Assets; and (y) additional Investments; provided that after giving Pro Forma Effect thereto, (i) the Net Leverage Ratio (calculated on a Pro Forma Basis) is not greater than 2.00:1.00 as of the last day of the Test Period most recently ended on or prior to the making of such Investment and (ii) no Default or Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit . For purposes of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; and (w) so long as no Default or Event of Default under Section 8.01(a) or 8.01(f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 3.75 :1.00. To the extent an Investment is permitted to be made by a Loan Party directly in any Restricted Subsidiary or any other Person who is not a Loan Party (each such person, a “Target Person”) under any provision of determining compliance with this Section 7.02, in the event that an Investment meets the criteria of more than one of the categories of Investments described in clauses (a) through (y) above, the Borrower may, in its sole discretion, divide, classify and, except with respect to any Investment made under Section 7.02(n), reclassify such Investment may be made by advance(or any portion thereof) in one or more of the above clauses. The accrual of interest, contribution or distribution by a Loan Party to a Restricted Subsidiary or Holdings, the accretion of accreted value and further advanced or contributed to a Restricted Subsidiary for purposes the payment of making the relevant Investment interest in the Target Person without constituting form of additional Indebtedness shall not be deemed to be an Investment for purposes of Section 7.02 (it being understood that such Investment must satisfy the requirements of, and shall count towards any thresholds in, a provision of this Section 7.02 as if made by the applicable Loan Party directly to the Target Person)7.02.

Investments. Make or hold any Investments, except: (a) Investments by the Borrower or any of its a Restricted Subsidiaries Subsidiary in assets that were cash or Cash Equivalents when such Investment was made; (b) loans or advances to officers, directors directors, managers, partners and employees of any Loan Party the Borrower (or any direct or indirect parent thereof) or any of its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes and purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower (or any such direct or indirect parent thereof or to permit the payment of taxes with respect thereto; parent) (provided that, to the extent such loans or advances are made in cash, the amount proceeds of any such loans and advances used to acquire such Equity Interests shall be contributed by such parent entity to, or applied to a transaction resulting in a return of net cash proceeds in a substantially similar amount to, the Borrower in cash Borrower, as common equitythe case may be; provided, furtherfurther that such contribution or return, that the aggregate principal amount outstanding at any time under this clause (ii) as applicable, shall not exceed $5,000,000 constitute an equity contribution that may be utilized for other baskets (including the Available Amount) in this Article VII) and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the , in an aggregate principal amount outstanding at any the time under this clause made not to exceed the greater of (iiix) shall not exceed $5,000,000.30,000,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Test Period; (c) asset purchases (including purchases of inventory, supplies and materials) and the licensing or contribution of intellectual property, in each case in the ordinary course of business; (d) Investments (i) by the Borrower or any Loan Party in any other Loan Party, (ii) by any Restricted Subsidiary that is not a Loan Party in any Loan Party (other than Holdings)Party, (iiiii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iiiiv) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; providedprovided that, that in the case of this clause (iv), the aggregate amount of such Investments by a Loan Party shall either (x) be made in reliance on clause the ordinary course or consistent with past practice or (iiiy) shall not exceed the greater of (x) $6,500,000 150,000,000 and 10(y) 25.0% of Consolidated EBITDA on a pro forma basis; provided, further that no such Investments made pursuant to this clause (iii) in the form of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged to the Administrative Agent in accordance with the terms as of the Security Agreement and (y) all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms last day of the Intercompany Notemost recently ended Test Period; (de) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business; (ef) Investments (excluding loans consisting of Liens, Indebtedness, fundamental changes, Dispositions and advances made in lieu of Restricted Payments pursuant permitted (other than, in each case, by reference to and limited by this Section 7.02(m7.02) below) consisting of transactions permitted under Sections Section 7.01, 7.03 (other than 7.03(c) Section 7.03, Section 7.04, Section 7.05 and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13Section 7.06, respectively; (fg) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date, in each case set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereof[reserved]; (gh) Investments in Swap Contracts permitted under Section 7.03(f7.03(g); (hi) promissory notes, securities notes and other non-cash noncash consideration received in connection with Dispositions permitted by Section 7.05; (ij) any the purchase or other acquisition of all property and assets or substantially all the assets businesses of a any Person or any of assets constituting a business unit, a line of business or division of such Person by the Borrower or Restricted Subsidiary, or Equity Interests in a Person that becomes that, upon the consummation thereof, will be a Restricted Subsidiary or division or line of business the Borrower (including as a result of a Person merger or consolidation) (or any subsequent Investment made in each, a Person, division or line of business previously acquired in a “Permitted Acquisition”), in a single transaction or series of related transactions, if immediately ; provided that (i) after giving effect thereto: to any such purchase or other acquisition and (iA) subject to the LCT Provisions, no Specified Event of Default exists at shall have occurred and be continuing and (B) the time of the signing of a definitive acquisition agreement Borrower or Restricted Subsidiary is in compliance with respect thereto; Section 6.16 and (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute become Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary) shall become a GuarantorGuarantors, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”)6.10; (jk) Investments constituting a part of the Transactions; (kl) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practicespractice; (lm) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business from financially troubled account debtors or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (mn) loans and advances to any direct or indirect parent of Investments as valued at cost at the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), time each such Investment being treated is made and including all related commitments for purposes of the applicable clause of Section 7.06future Investments, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued not exceeding the Available Amount; provided that at the time of the making thereofany such Investment, and without giving effect with respect to any write downs or write offs thereofInvestment made utilizing amounts specified in clause (b) at any time not to exceed the greater of $19,500,000 and 30% of Consolidated EBITDA (in each case, increased by (A) any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time definition of redesignation as a Restricted Subsidiary)“Available Amount,” no Specified Event of Default shall have occurred and be continuing; (o) Investments made in respect of joint ventures or other similar agreements or partnerships not to exceed the greater of $13,000,000 and 20% of Consolidated EBITDA (plus the amount of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts); (p) advances of payroll payments to employees in the ordinary course of business; (ip) Investments made loans and advances to the Borrower in lieu of, and not in excess of the ordinary course amount of business in connection with obtaining, maintaining or renewing client contracts and (after giving effect to any other such loans or advances made to distributors and suppliers or Restricted Payments in the ordinary course of business and (ii) Investments respect thereof), Restricted Payments to the extent that payment for permitted to be made to such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent in accordance with Section 7.06; provided that any such loan or advance shall reduce the amount of Holdingssuch applicable Restricted Payment thereafter permitted under Section 7.06 by a corresponding amount (if such applicable provision of Section 7.06 contains a maximum amount); (rq) Investments of held by a Restricted Subsidiary acquired after the Closing Date or of a Person corporation or company merged or amalgamated or consolidated into the Borrower or merged or consolidated with a Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; (r) Guarantee Obligations of the Borrower or any of its Restricted Subsidiaries in respect of leases (other than Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (s) Investments made by a Restricted Subsidiary that is not a Loan Party to the extent that payment for such Investments are financed is made with Qualified Equity Interests of the proceeds received by Borrower (other than any Cure Amount or “Cure Amount” (as defined in the ABL Facility)); provided that, any amounts used for such Restricted Subsidiary from an Investment in such Restricted Subsidiary by a Loan Party or other acquisition that are not Qualified Equity Interests shall otherwise be permitted under pursuant to this Section 7.02; (t) other Investments in deposit accountsan aggregate amount, securities accounts as valued at cost at the time each such Investment is made and commodities accounts maintained including all related commitments for future Investments, not exceeding: (i) the greater of (x) $275,000,000 and (y) 45.0% of Consolidated EBITDA as of the last day of the most recently ended Test Period; plus (ii) (A) the greater of (x) $215,000,000 and (y) 35.0% of Consolidated EBITDA of the Borrower for the most recently ended Test Period minus (B) the amount of prepayments of Junior Debt made pursuant to Section 7.08(a)(iii)(A); plus (iii) (A) the greater of (x) $215,000,000 and (y) 35.0% of Consolidated EBITDA of the Borrower for the most recently ended Test Period minus (B) the amount of Restricted Payments made pursuant to Section 7.06(j); (u) [reserved]; (v) Investments in JV Entities and Unrestricted Subsidiaries in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future Investments, not exceeding the greater of (i) $150,000,000 and (ii) 25.0% of Consolidated EBITDA as of the last day of the most recently ended Test Period; (w) contributions to a “rabbi” trust for the benefit of employees or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (x) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; provided that such Investments were not entered into in contemplation of such redesignations; (y) other Investments; provided that, at the time of such Investment, the Total Leverage Ratio of the Borrower and its Restricted Subsidiaries on a consolidated basis as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 6.75:1.00; (z) Investments existing or contemplated on a Closing Date (x) with an individual value not in excess of $5,000,000 or (y) set forth on Schedule 7.02 and any modification, replacement, renewal, reinvestment or extension thereof; provided that the amount of any Investment permitted pursuant to this Section 7.02 is not increased from the amount of such Investment on the Closing Date except pursuant to the terms of such Investment as of the Closing Date or as otherwise permitted by this Section 7.02; (aa) Investments in connection with any Reorganization; (bb) Investments in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, except to the extent utilized in connection with any other transaction permitted by Section 7.06 or Section 7.08, and except to the extent such amount increases the Available Amount, constitutes a Cure Amount or a “Cure Amount” (as defined in the ABL Facility); (cc) Investments in a Similar Business after the Closing Date in an aggregate amount for all such Investments not to exceed, at the time such Investment is made and after giving effect to such Investment, the sum of (i) an amount equal to the greater of (x) $500,000,000 and (y) 85.0% of Consolidated EBITDA as of the last day of the most recently ended Test Period as of such time plus (ii) the aggregate amount of any cash repayment of or return on such Investments theretofore received by the Borrower or any Restricted Subsidiary after the Closing Date; (dd) the forgiveness or conversion to equity of any intercompany Indebtedness owed to the Borrower or any of its Restricted SubsidiariesSubsidiaries or the cancellation or forgiveness of any Indebtedness owed to the Borrower (or any parent entity) or a Subsidiary from any members of management of the Borrower (or any parent entity) or any Subsidiary, in each case permitted by Section 7.03; (uee) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, intellectual property, or other rights, in each case in the ordinary course of business; and (ff) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time connection with a Qualified Securitization Financing and (ii) the portiondistributions or payments of Securitization Fees and purchases of Securitization Assets or Receivables Assets in connection with a Qualified Securitization Financing. For purposes of determining compliance with this Section 7.02, if anyany Investment (or a portion thereof) would be permitted pursuant to one or more provisions described above, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent may divide and classify such Investment is (or a portion thereof) in any manner that complies with this covenant and may later divide and reclassify any such Investment so long as the Investment (as so divided and/or reclassified) would be permitted to be made within 12 months in reliance on the applicable exception as of the date of designation of such Available Excluded Contribution Amount; and (w) so long as no Default or Event of Default under Section 8.01(a) or 8.01(f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 3.75 :1.00. To the extent an Investment is permitted to be made by a Loan Party directly in any Restricted Subsidiary or any other Person who is not a Loan Party (each such person, a “Target Person”) under any provision of this Section 7.02, such Investment may be made by advance, contribution or distribution by a Loan Party to a Restricted Subsidiary or Holdings, and further advanced or contributed to a Restricted Subsidiary for purposes of making the relevant Investment in the Target Person without constituting an Investment for purposes of Section 7.02 (it being understood that such Investment must satisfy the requirements of, and shall count towards any thresholds in, a provision of this Section 7.02 as if made by the applicable Loan Party directly to the Target Person)reclassification.

Investments. Make or hold any Investments, exceptexcept the following permitted investments: (a) Investments by the Borrower or any of its Restricted Subsidiaries a Subsidiary in assets that were cash or Cash Equivalents when such Investment was made; (b) loans or advances to officersExcept as otherwise provided in Section 7.02(j), directors asset purchases (including purchases of inventory, supplies and employees of any Loan Party (or any direct or indirect parent thereof) or any of its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes and (ii) in connection with such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made in cashmaterials), the amount licensing of such loans intellectual property and advances used the contribution of intellectual property pursuant to acquire such Equity Interests shall be contributed to joint marketing arrangements with other Persons, in each case in the Borrower in cash as common equity; provided, further, that ordinary course of business the aggregate principal amount outstanding value of which at any time under this clause (ii) shall does not exceed $5,000,000 and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under this clause (iii) shall not exceed $5,000,000.500,000; (c) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary that is not a other Loan Party; provided, that Investments made in reliance on clause (iii) shall not exceed the greater of $6,500,000 and 10% of Consolidated EBITDA on a pro forma basis; provided, further that no such Investments made pursuant to this clause (iii) in the form of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement and (y) all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany Note; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business[Reserved;] (e) Investments (excluding loans and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectively; (f) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date, in each case and set forth on Schedule 7.02(f7.02(g) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings the Borrower or any Restricted Subsidiary in Holdings the Borrower or any other Restricted Subsidiary and any modification, renewal renewal, reinvestment or extension thereof thereof; provided that does the amount of any Investment permitted pursuant to this Section 7.02(e) is not increase increased from the value thereofamount of such Investment on the Closing Date except as contemplated by the terms of such Investment on the Closing Date and set forth on Schedule 7.02(g) or as otherwise permitted by this Section 7.02; (gf) Investments in Swap Contracts permitted under Section 7.03(f)7.03; (g) [Reserved;] (h) promissory notes, securities and other Investments that do not exceed at any time the sum of $100,000; (i) Investments constituting the non-cash portion of consideration received in connection with Dispositions a Disposition permitted by Section 7.05; (i) any acquisition of all or substantially all the assets of a Person or any Equity Interests in a Person that becomes a Restricted Subsidiary 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), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (Aj) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created of Royalty Interests; provided that, with respect to each purchase or acquired Restricted Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under made pursuant to this Section 7.02(i)7.02(j) (each, a “Permitted Acquisition”);): (ji) Investments constituting a part the Royalty Interests acquired shall be held by the Borrower or its Subsidiaries and shall have complied with the requirements of Section 6.11, within the times specified therein (for the avoidance of doubt, this clause (i) shall not override any provisions of the TransactionsCollateral and Guarantee Requirement); and (ii) immediately before and immediately after giving Pro Forma Effect to any such purchase or other acquisition, no Default or Event of Default shall have occurred and be continuing; (k) Investments in the ordinary course of business consisting of UCC Article 3 III endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices;deposit; and (l) Investments (including debt obligations and Equity Interests) constituting the non-cash portion of consideration received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to any direct or indirect parent of the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent a Disposition permitted to be made to such parent in accordance with by Section 7.06(f), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write downs or write offs thereof) at any time not to exceed the greater of $19,500,000 and 30% of Consolidated EBITDA (in each case, increased by (A) any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary); (o) Investments made in respect of joint ventures or other similar agreements or partnerships not to exceed the greater of $13,000,000 and 20% of Consolidated EBITDA (plus the amount of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts); (p) advances of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of Holdings; (r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) Investments made by a Restricted Subsidiary that is not a Loan Party to the extent such Investments are financed with the proceeds received by such Restricted Subsidiary from an Investment in such Restricted Subsidiary by a Loan Party permitted under this Section 7.02; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; and (w) so long as no Default or Event of Default under Section 8.01(a) or 8.01(f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 3.75 :1.00. To the extent an Investment is permitted to be made by a Loan Party directly in any Restricted Subsidiary or any other Person who is not a Loan Party (each such person, a “Target Person”) under any provision of this Section 7.02, such Investment may be made by advance, contribution or distribution by a Loan Party to a Restricted Subsidiary or Holdings, and further advanced or contributed to a Restricted Subsidiary for purposes of making the relevant Investment in the Target Person without constituting an Investment for purposes of Section 7.02 (it being understood that such Investment must satisfy the requirements of, and shall count towards any thresholds in, a provision of this Section 7.02 as if made by the applicable Loan Party directly to the Target Person)7.05.

Investments. Make or hold any Investments, except: (a) Investments by the Borrower or any of its the Restricted Subsidiaries in assets that were cash or Cash Equivalents or Investment Grade Securities when such Investment was made; (b) loans or advances to officers, directors and employees of any Loan Party Holdings (or any direct or indirect parent thereof) or any of its ), the Borrower and the Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes and purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower (or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity; provided, further, that the aggregate principal amount outstanding at any time under this clause (iithereof) shall not exceed $5,000,000 and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the , in an aggregate principal amount outstanding at any time under this clause (iii) shall not to exceed $5,000,000.15,000,000; (c) asset purchases (including purchases of inventory, supplies and materials) and the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons, in each case in the ordinary course of business; (d) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary other Loan Party, (ii) by any Non-Loan Party in any other Non-Loan Party that is not a Restricted Subsidiary, (iii) by any Non-Loan Party in any Loan Party, (iv) consisting of intercompany Investments incurred in the ordinary course of business in connection with the cash management operations (including with respect to intercompany self-insurance arrangements) of the Borrower and the Restricted Subsidiaries, (v) by any Loan Party in any Non-Loan Party; provided, provided that Investments made in reliance on clause (iiiA) shall not exceed the greater of $6,500,000 and 10% of Consolidated EBITDA on a pro forma basis; provided, further that no any such Investments made pursuant to this clause (iiiv) in the form of intercompany loans shall be evidenced by notes that have been pledged (individually or pursuant to a promissory note unless (xglobal note) such promissory note is pledged to the Administrative Agent in accordance with for the terms benefit of the Security Agreement Lenders (it being understood and agreed that any Investments permitted under this clause (v) that are not so evidenced as of the Closing Date are not required to be so evidenced and pledged until the date that is ninety (90) days after the Closing Date) and (yB) all either (I) the amount of such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations Investment made pursuant to this clause (v) does not exceed the terms of Available Amount at the Intercompany Notetime such Investment is made or (II) after giving effect to such Investment, the Permitted Non-Guarantor Investment Condition would be satisfied; (de) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business; (ef) Investments (excluding loans consisting of Liens, Indebtedness, fundamental changes, Dispositions and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f))7.03, 7.04 (other than 7.04(c)(ii) or (e))7.04, 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.137.06, respectively; (fg) Investments (i) existing or contemplated on the Original Closing Date or made pursuant to legally binding written contracts in existence on the Original Closing Date, in each case Date or (ii) contemplated on the Original Closing Date and set forth on Schedule 7.02(f7.02(g) to the Term Loan Credit Agreement as in effect on the Original Closing Date, and in each case any modification, replacement, renewal, reinvestment or extension thereof thereof; provided that does the amount of any Investment permitted pursuant to this Section 7.02(g) is not increase increased from the value thereof and (ii) existing amount of such Investment on the Original Closing Date except pursuant to the terms of such Investment as of the Original Closing Date or as otherwise permitted by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereofthis Section 7.02; (gh) Investments in Swap Contracts permitted under Section 7.03(f); (hi) promissory notes, securities notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (ij) any the purchase or other acquisition of all property and assets or substantially all the assets businesses of a any Person or any of assets constituting a business unit, a line of business or division of such Person, or Equity Interests in a Person that becomes that, upon the consummation thereof, will be a Restricted Subsidiary or division or line of business the Borrower (including as a result of a Person merger or consolidation); provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.02(j) (or any subsequent Investment made in each, a Person, division or line of business previously acquired in a “Permitted Acquisition), in a single transaction or series of related transactions, if immediately ”): (A) except to the extent (I) the Permitted Non-Guarantor Investment Condition shall be satisfied after giving effect thereto: to such purchase or acquisition or (iII) no Event of Default exists at the time of the signing of a definitive such purchase or acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness is otherwise permitted by another exception to this Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement7.02, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created either be owned directly by the Borrower, a Guarantor or the Person acquired Restricted Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); (B) the acquired property, assets, business or Person is in a business permitted under Section 7.07; (C) (1) immediately before and immediately after giving Pro Forma Effect to any such purchase or other acquisition, no Default shall have occurred and be continuing and (2) immediately after giving effect to such purchase or other acquisition, the Total Net Leverage Ratio for the Test Period immediately preceding such purchase or other acquisition is less than or equal to 6.00 to 1.00 (calculated on a Pro Forma Basis) and, satisfaction of such test shall be evidenced by a certificate from a Responsible Officer of the Borrower demonstrating such satisfaction calculated in reasonable detail; and (D) the Borrower shall have delivered to the Administrative Agent, on behalf of the Lenders, no later than five (5) Business Days after the date on which any such purchase or other acquisition is consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (j) Investments constituting a part have been satisfied or will be satisfied on or prior to the consummation of the Transactionssuch purchase or other acquisition; (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 Holdings (or any direct or indirect parent of the Borrower thereof) in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) ), Restricted Payments to the extent permitted to be made to Holdings (or such parent direct or indirect parent) in accordance with (i) Section 7.06(f), (g), (h), (i), (j), (lii) Section 7.06(g) or (miii) Section 7.06(l), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) other Investments (including Permitted Acquisitions) that in an aggregate amount pursuant to this Section 7.02(n) (valued each case do not exceed the Available Amount at the time of the making thereof, and without giving effect to any write downs or write offs thereof) at any time not to exceed the greater of $19,500,000 and 30% of Consolidated EBITDA (in each case, increased by (A) any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary)they are made; (o) Investments made in respect of joint ventures (regardless of the legal form but excluding Unrestricted Subsidiaries); provided that, with respect to each Investment made pursuant to this Section 7.02(o) (each, a “Permitted JV”): (A) the Borrower or any other Loan Party shall own, directly or indirectly (including, without limitation, through a Permitted JV), at least a majority of the Equity Interests in such joint venture; (B) immediately after giving effect to such Investment, the Permitted Non-Guarantor Investment Condition would be satisfied; and (C) the Borrower shall have delivered to the Administrative Agent, on behalf of the Lenders, no later than five (5) Business Days after the date on which any such purchase or other similar agreements acquisition is consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (o) have been satisfied or partnerships not will be satisfied on or prior to exceed the greater consummation of $13,000,000 and 20% of Consolidated EBITDA (plus the amount of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts)such purchase or other acquisition; (p) advances of payroll payments to employees in the ordinary course of business; (iq) Investments to the extent that payment for such Investments is made solely with Equity Interests of the Borrower (or by any direct or indirect parent thereof); (r) Investments held by a Restricted Subsidiary acquired after the Original Closing Date or of a Person merged into the Borrower or merged or consolidated with a Restricted Subsidiary in accordance with Section 7.04 after the Original 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; (s) Guarantees by the Borrower or any of the 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; (t) Investments consisting of purchases and acquisitions of assets or services in the ordinary course of business; (u) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course course; (i) Investments in a Securitization Subsidiary or any Investment by a Securitization Subsidiary in any other Person in connection with a Qualified Securitization Financing; provided, however, that any such Investment in a Securitization Subsidiary is in the form of business a contribution of additional Securitization Assets or as equity, and (ii) Investments distributions or payments of Securitization Fees and purchases of Securitization Assets pursuant to the extent that payment for such Investments is made solely a Securitization Repurchase Obligation in connection with a Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of HoldingsSecuritization Financing; (r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (sw) Investments made by a any Restricted Subsidiary that is not a Loan Party to the extent such Investments are financed with the proceeds received by such Restricted Subsidiary from an Investment in such Restricted Subsidiary by a Loan Party permitted under made pursuant to clauses (d)(v), (n) or (o) of this Section 7.02; (tx) in the event the Borrower or a Restricted Subsidiary shall establish a Subsidiary for the purpose of, and to be engaging solely in the business of, insuring the healthcare businesses or facilities owned or operated by the Borrower, any Restricted Subsidiary or any physician employed by or on the medical staff of any such business or facility (the “Insurance Subsidiary”), Investments in an aggregate amount that does not exceed the minimum amount of capital required under the Laws of the jurisdiction in which the Insurance Subsidiary is formed, plus the amount of any reasonable, general corporate and overhead expense of such Insurance Subsidiary; provided that in the event that less than 100% of the Equity Interests of such Insurance Subsidiary is pledged to the Administrative Agent, such Insurance Subsidiary shall be wholly-owned by a special purpose Wholly Owned Domestic Subsidiary of the Borrower organized solely to hold such Equity Interests; (y) Investments in deposit accountsHealth Choice required to be made under applicable Laws, securities accounts rules and commodities accounts maintained regulations or pursuant to contractual obligations of the Borrower or a Subsidiary with the Arizona Health Care Cost Containment System as in effect on the Original Closing Date; (z) other Investments by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; and (w) so long as no Default or Event of Default under Section 8.01(a) or 8.01(f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 3.75 :1.00. To the extent an Investment is permitted to be made by a Loan Party directly in any Restricted Subsidiary or in an aggregate amount at any other Person who is time outstanding not a Loan Party (each such person, a “Target Person”) under any provision of this Section 7.02, such Investment may be made by advance, contribution or distribution by a Loan Party to a Restricted Subsidiary or Holdings, and further advanced or contributed to a Restricted Subsidiary for purposes of making the relevant Investment in the Target Person without constituting an Investment for purposes of Section 7.02 (it being understood that such Investment must satisfy the requirements of, and shall count towards any thresholds in, a provision of this Section 7.02 as if made by the applicable Loan Party directly to the Target Person)exceed $50,000,000.

Investments. Make or hold any Investments, except: (a) Investments by the Borrower or any of its Restricted Subsidiaries in assets that were cash or Cash Equivalents when such Investment was made; (b) loans or advances to officers, directors and employees of any Loan Party (or any direct or indirect parent thereof) or any of its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes and (ii) in connection with such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity; provided, further, that the aggregate principal amount outstanding at any time under this clause (ii) shall not exceed $5,000,000 and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under this clause (iii) shall not exceed $5,000,000. (c) Investments (i) by the Borrower or any Restricted Subsidiary Domestic Obligor in any Loan Party (other than Holdings), Domestic Obligor; (ii) by any Restricted Subsidiary that is not a Foreign Obligor or Non-Loan Party in any other Restricted Subsidiary that is not Loan Party so long as, in the case of an Investment made by a Foreign Obligor in a Domestic Obligor, or a Non-Loan Party in a Loan Party, in either case, in the form of Indebtedness owing by such Domestic Obligor or Loan Party, as applicable, such Indebtedness is permitted to be incurred by the relevant Domestic Obligor or Loan Party and pursuant to Section 7.02(k)(v); (iii) by any Non-Loan Party in any Non-Loan Party; (iv) by any Loan Party in any Restricted Subsidiary that is not a Non-Loan Party; provided, that Party or Foreign Obligor so long as the aggregate amount of such Investments made by Loan Parties in reliance on this clause (iiic)(iv) outstanding at any time shall not exceed the greater of (A) $6,500,000 171,000,000 and 10(B) 2.85% of Consolidated EBITDA on a pro forma basisTotal Assets as of the last day of the most recent fiscal quarter or year for which financial statements have been delivered pursuant to Section 6.01; provided, further provided that no such Investments made pursuant to this clause (iiiiv) may be made, without constituting usage of the foregoing limits, so long as such Investment is in connection with (I) the form making of intercompany loans shall be evidenced by a promissory note unless payroll payments to employees, (II) the making of fee payments to directors or consultants, (III) the tax planning and tax reduction efforts or (IV) the payments of accounts payable to vendors and other third parties or for any other cash management purposes, so long as (x) such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement and (y) all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany Note; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business; (e) Investments (excluding loans and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectively; (f) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date, in each case set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereof; (g) Investments in Swap Contracts permitted under Section 7.03(f); (h) promissory notes, securities and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (i) any acquisition of all or substantially all the assets of a Person or any Equity Interests in a Person that becomes a Restricted Subsidiary 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), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default exists at the time of the signing of a definitive acquisition agreement with respect thereto; to each of clauses (iiI) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and through (iiiIV)) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); (j) Investments constituting a part of the Transactions; (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon as otherwise deemed reasonably necessary for the foreclosure operations of KBR and its Restricted Subsidiaries, and (y) with respect only to any secured Investment clause (IV), so long as an amount equal to (or other transfer of title with respect to any secured Investment; (mexceeding) loans and advances to any direct or indirect parent of the Borrower not in excess of the amount of any Investment made pursuant to such sub-clause (after giving effect IV) is returned by any Non-Loan Party or Foreign Obligor, directly or indirectly, to any other loans, advances one or Restricted Payments in respect thereof) Restricted Payments more Loan Parties on or prior to the extent permitted to be made to such parent end of the fiscal quarter in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), which such Investment being treated was made; provided, that, for purposes of the applicable clause foregoing, any target of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write downs or write offs thereof) at any time acquisition shall not to exceed the greater of $19,500,000 and 30% of Consolidated EBITDA (in each case, increased by (A) any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary); (o) Investments made in respect of joint ventures or other similar agreements or partnerships not to exceed the greater of $13,000,000 and 20% of Consolidated EBITDA (plus the amount of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts); (p) advances of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of Holdings; (r) Investments of be considered a Restricted Subsidiary acquired after (whether a Loan Party or a Non-Loan Party), and any direct Investment made to acquire such Person shall not be permitted, solely on the Closing Date or of basis that such Person becomes a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisitiontransaction and provided further that, mergerfor the avoidance of doubt, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) Investments made by foregoing shall not be deemed to restrict a Restricted Subsidiary that is not a Loan Party to the extent such Investments are financed with from using the proceeds received of any Investment permitted by such Restricted Subsidiary from an Investment in such Restricted Subsidiary by a Loan Party permitted under this Section 7.02; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(iic) to the extent such consummate a Permitted Acquisition or other Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; and (w) so long as no Default or Event of Default under Section 8.01(a) or 8.01(f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 3.75 :1.00. To the extent an Investment is permitted to be made by a Loan Party directly in any Restricted Subsidiary or any other Person who is not a Loan Party (each such person, a “Target Person”) under any provision clause of this Section 7.02, such Investment may be made by advance, contribution or distribution by a Loan Party to a Restricted Subsidiary or Holdings, and further advanced or contributed to a Restricted Subsidiary for purposes of making the relevant Investment in the Target Person without constituting an Investment for purposes of Section 7.02 (it being understood that such Investment must satisfy the requirements of, and shall count towards any thresholds in, a provision of this Section 7.02 as if made by the applicable Loan Party directly to the Target Person).7.03;

Investments. Make or hold hold, or permit any Investmentsof its Subsidiaries to make or hold, exceptany Investment other than: (ai) Investments by the Loan Parties and their Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in wholly-owned Subsidiaries and, in the case of the Loan Parties (other than the Parent Guarantor) and their Subsidiaries (and Joint Ventures in which such Loan Parties and Subsidiaries hold any direct or indirect interest), Investments in Assets (including by asset or Equity Interest acquisitions or investments in Joint Ventures), in each case subject, where applicable, to the limitations set forth in Section 5.02(f)(iv); (ii) Investments in Cash Equivalents; (iii) Investments consisting of intercompany Debt permitted under Section 5.02(b)(ii); (iv) Investments consisting of the following items so long as (y) the aggregate amount outstanding, without duplication, of all Investments described in this subsection does not exceed, 30% of Total Asset Value, and (z) the aggregate amount of each of the following items of Investments does not exceed at any time the specified percentage of Total Asset Value set forth below: (A) Investments in unimproved land and Development Assets (including such assets that such Person has contracted to purchase for development with or without options to terminate the purchase agreement but, in such instances, limited solely to non-refundable deposits under such contracts and, to the extent a Loan Party is obligated under any such contract, the amount of such obligation), so long as the aggregate amount of such Investments, calculated on the basis of the greater of actual cost or budgeted cost, does not at any time exceed 10% and 20%, respectively, of Total Asset Value at such time, (B) Investments in Joint Ventures of any Loan Party so long as the aggregate amount outstanding, without duplication, of all such Investments does not at any time exceed 15% of Total Asset Value at such time, and (C) Investments permitted under this Subsection, other than the items of Investments referred to in clauses (A) and (B) above, so long as the aggregate amount of all such Investments does not at any time exceed 10% of Total Asset Value at such time; (v) Investments, if any, outstanding on the date hereof in Subsidiaries that are not wholly-owned by any Loan Party; (vi) Investments by the Borrower or any of its Restricted Subsidiaries in assets that were cash or Cash Equivalents when such Investment was madeHedge Agreements permitted under Section 5.02(b)(iii)(D); (bvii) To the extent permitted by applicable law, loans or advances other extensions of credit to officers, directors and employees of any Loan Party (or any direct or indirect parent thereof) or Subsidiary of any Loan Party in the ordinary course of its Subsidiaries (i) business, for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes and (ii) in connection with such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided thatpurposes, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests which Investments shall be contributed to the Borrower in cash as common equity; provided, further, that the aggregate principal amount outstanding not exceed at any time under this clause (ii) shall not exceed $5,000,000 and (iii) for any other purposes not described 1,000,000 in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under this clause (iii) shall not exceed $5,000,000. (c) Investments (i) by the Borrower or any Restricted Subsidiary in any for all Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided, that Investments made in reliance on clause (iii) shall not exceed the greater of $6,500,000 and 10% of Consolidated EBITDA on a pro forma basis; provided, further that no such Investments made pursuant to this clause (iii) in the form of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement and (y) all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany NoteParties; (dviii) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit extended in the ordinary course of business, and business in an aggregate amount for all Loan Parties not to exceed at any time $5,000,000; and (ix) Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business; (e) Investments (excluding loans and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectively; (f) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date, in each case set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereof; (g) Investments in Swap Contracts permitted under Section 7.03(f); (h) promissory notes, securities and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (i) any acquisition of all or substantially all the assets of a Person or any Equity Interests in a Person that becomes a Restricted Subsidiary 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), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired reasonably necessary in such purchase order to prevent or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); (j) Investments constituting a part of the Transactions; (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to any direct or indirect parent of the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write downs or write offs thereof) at any time not to exceed the greater of $19,500,000 and 30% of Consolidated EBITDA (in each case, increased by (A) any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary); (o) Investments made in respect of joint ventures or other similar agreements or partnerships not to exceed the greater of $13,000,000 and 20% of Consolidated EBITDA (plus the amount of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts); (p) advances of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of Holdings; (r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) Investments made by a Restricted Subsidiary that is not a Loan Party to the extent such Investments are financed with the proceeds received by such Restricted Subsidiary from an Investment in such Restricted Subsidiary by a Loan Party permitted under this Section 7.02; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; and (w) so long as no Default or Event of Default under Section 8.01(a) or 8.01(f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 3.75 :1.00. To the extent an Investment is permitted to be made by a Loan Party directly in any Restricted Subsidiary or any other Person who is not a Loan Party (each such person, a “Target Person”) under any provision of this Section 7.02, such Investment may be made by advance, contribution or distribution by a Loan Party to a Restricted Subsidiary or Holdings, and further advanced or contributed to a Restricted Subsidiary for purposes of making the relevant Investment in the Target Person without constituting an Investment for purposes of Section 7.02 (it being understood that such Investment must satisfy the requirements of, and shall count towards any thresholds in, a provision of this Section 7.02 as if made by the applicable Loan Party directly to the Target Person)limit loss.

Investments. Make or hold any Investments, except: (a) Investments by the Borrower or any of its the Restricted Subsidiaries in assets that were cash or are Cash Equivalents when such or Investment was madeGrade Securities; (b) loans or advances to officers, directors and employees of any Loan Party Holdings (or any direct or indirect parent thereof) or any of its ), the Borrower and the Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes and purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower (or any direct or indirect parent thereof or to permit the payment of taxes with respect theretothereof; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity; provided, further, that the aggregate principal amount outstanding at any time under this clause (iicash) shall not exceed $5,000,000 and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the , in an aggregate principal amount outstanding at any time under this clause (iii) shall not to exceed $5,000,000.10,000,000; (c) asset purchases (including purchases of inventory, supplies and materials) and the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons, in each case in the ordinary course of business; (d) Investments (i) by the Borrower or any Restricted Subsidiary in any that is a Loan Party (other than Holdings)in the Borrower or any Restricted Subsidiary that is a Loan Party, (ii) by any Restricted Subsidiary that is not a Non-Loan Party in any other Non-Loan Party that is a Restricted Subsidiary, (iii) by any Non-Loan Party in the Borrower or any Restricted Subsidiary that is not a Loan Party and Party, (iiiiv) by any Loan Party in any Restricted Subsidiary Non-Loan Party that is not a Loan PartyRestricted Subsidiary; provided, provided that Investments made in reliance on clause (iiiA) shall not exceed the greater of $6,500,000 and 10% of Consolidated EBITDA on a pro forma basis; provided, further that no any such Investments made pursuant to this clause (iiiiv) in the form of intercompany loans shall be evidenced by notes that have been pledged (individually or pursuant to a promissory note unless (xglobal note) such promissory note is pledged to the Administrative Agent in accordance with for the terms benefit of the Security Agreement Lenders (it being understood and agreed that any Investments permitted under this clause (iv) that are not so evidenced as of the Closing Date are not required to be so evidenced and pledged until the date that is ninety (90) days after the Closing Date) and (B) the aggregate amount of Investments made pursuant to this clause (iv), when aggregated with all Investments made pursuant to Section 7.02(j)(B), shall not exceed at any time outstanding the sum of (x) $400,000,000 and (y) all the Available Amount at such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured time and subordinated to (v) made or arising in connection with the Obligations pursuant to the terms of the Intercompany Note;Restructuring. (de) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business; (ef) Investments (excluding loans consisting of Liens, Indebtedness, fundamental changes, Dispositions and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f7.03(d)), 7.04 (other than 7.04(c)(ii) or (e))7.04, 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.137.06, respectively; (fg) Investments (i) existing or contemplated on the Closing Date date hereof or made pursuant to legally binding written contracts in existence on the Closing Datedate hereof or (ii) contemplated on the date hereof and, in each case case, set forth on Schedule 7.02(f7.02(g) and any modification, replacement, renewal, reinvestment or extension thereof of any of the foregoing; provided that does the amount of any Investment permitted pursuant to this Section 7.02(g) is not increase increased from the value thereof and (ii) existing amount of such Investment on the Closing Date except pursuant to the terms of such Investment as of the Closing Date or as otherwise permitted by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereofanother clause of this Section 7.02; (gh) Investments in Swap Contracts permitted under Section 7.03(f)7.03; (hi) promissory notes, securities notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (ij) any the purchase or other acquisition of all property and assets or substantially all the assets businesses of a any Person or any of assets constituting a business unit, a line of business or division of such Person, or Equity Interests in a Person that becomes that, upon the consummation thereof, will be a Restricted wholly owned Subsidiary or division or line of business the Borrower (including as a result of a Person merger or consolidation); provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.02(j) (or any subsequent Investment made in each, a Person, division or line of business previously acquired in a “Permitted Acquisition), in a single transaction or series of related transactions, if immediately after giving effect thereto: ”): (i) no Event of Default exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iiiA) to the extent required by the Collateral and Guarantee RequirementRequirement and the Collateral Documents, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) each applicable Loan Party and any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary and, to the extent required under the Collateral and Guarantee Requirement, the Subsidiaries of such created or an Unrestricted acquired Subsidiary) shall become a Guarantorbe Guarantors and shall have complied with the requirements of Section 6.11, in each case in accordance with Section 6.11 within the times specified therein (for the avoidance of doubt, this clause (A) shall not override any such acquisition under this Section 7.02(i), a “Permitted Acquisition”provisions of the Collateral and Guarantee Requirement); (B) the aggregate amount of Investments made in Persons that do not become Loan Parties, when aggregated with all Investments made pursuant to Section 7.02(d)(iv), shall not exceed at any time outstanding the sum of (i) $400,000,000 and (ii) the Available Amount at such time; (C) the acquired property, assets, business or Person is in a business permitted under Section 7.07; (D) (1) immediately before and immediately after giving Pro Forma Effect to any such purchase or other acquisition, no Default shall have occurred and be continuing and (2) immediately after giving effect to such purchase or other acquisition, the Senior Secured Leverage Ratio for the Test Period immediately preceding such purchase or other acquisition is less than or equal to 6.0 to 1.0 (calculated on a Pro Forma Basis) and, satisfaction of such test shall be evidenced by a certificate from the Chief Financial Officer of the Borrower demonstrating such satisfaction calculated in reasonable detail; and (E) the Borrower shall have delivered to the Administrative Agent, on behalf of the Lenders, no later than five (5) Business Days after the date on which any such purchase or other acquisition is consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (j) Investments constituting a part have been satisfied or will be satisfied on or prior to the consummation of the Transactionssuch purchase or other acquisition; (k) the Transaction; (l) Investments in the ordinary course of business consisting of UCC Uniform Commercial Code Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (lm) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (mn) loans and advances to Holdings (or any direct or indirect parent of the Borrower thereof) in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) ), Restricted Payments to the extent permitted to be made to Holdings (or such parent direct or indirect parent) in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write downs or write offs thereof) at any time not to exceed the greater of $19,500,000 and 30% of Consolidated EBITDA (in each case, increased by (A) any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiaryg); (o) other Investments made that do not exceed in respect the aggregate at any time outstanding the sum of joint ventures or other similar agreements or partnerships not to exceed (i) the greater of $13,000,000 425,000,000 and 204.0% of Consolidated EBITDA Total Assets, determined as of the date of such Investment, and (plus ii) the amount of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts)Available Amount at such time; (p) Investments in joint ventures (regardless of the legal form) not to exceed in the aggregate at any time outstanding the greater of $150,000,000 and 1.5% of Total Assets, in each case determined as of the date of such Investment; (q) advances of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (iir) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings the Borrower (or Equity Interests of Holdings or by any direct or indirect parent of Holdingsthereof); (rs) Investments of held by a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or merged or consolidated with a Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; (st) Guarantees by the Borrower or any of the 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; (u) Investments consisting of purchases and acquisitions of assets or services in the ordinary course of business; (v) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors in the ordinary course; (w) Investments by any Loan Party in any Restricted Subsidiary that is not a Loan Party in the ordinary course of business for working capital purposes not to exceed $125,000,000 in the aggregate at any time outstanding for all Investments incurred pursuant to this clause (w); (i) Investments in a Securitization Subsidiary or any Investment by a Securitization Subsidiary in any other Person in connection with a Qualified Securitization Financing; provided, however, that any such Investment in a Securitization Subsidiary is in the form of a contribution of additional Securitization Assets or as equity, and (ii) distributions or payments of Securitization Fees and purchases of Securitization Assets pursuant to a Securitization Repurchase Obligation in connection with a Qualified Securitization Financing; and (y) Investments made by a any Restricted Subsidiary that is not a Loan Party to the extent such Investments are financed with the proceeds received by such Restricted Subsidiary from an Investment in such Restricted Subsidiary by a Loan Party permitted under this Section 7.02; made pursuant to clauses (t) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuingd)(iv), (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be takenj)(B), (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; and (w) so long as no Default or Event of Default under Section 8.01(ao) or 8.01(f(p) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 3.75 :1.00. To the extent an Investment is permitted to be made by a Loan Party directly in any Restricted Subsidiary or any other Person who is not a Loan Party (each such person, a “Target Person”) under any provision of this Section 7.02, such Investment may be made by advance, contribution or distribution by a Loan Party to a Restricted Subsidiary or Holdings, and further advanced or contributed to a Restricted Subsidiary for purposes of making the relevant Investment in the Target Person without constituting an Investment for purposes of Section 7.02 (it being understood that such Investment must satisfy the requirements of, and shall count towards any thresholds in, a provision of this Section 7.02 as if made by the applicable Loan Party directly to the Target Person).

Investments. Make No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or hold indirectly, make or own any InvestmentsInvestment in any Person, including any Joint Venture, except: (a) Investments by the Borrower or any of its Restricted Subsidiaries in assets that were cash or and Cash Equivalents when such Investment was madeand Marketable Securities; (b) loans or advances to officers, directors and employees of any Loan Party Investments (including intercompany loans) in Parent or any direct or indirect parent thereofRestricted Subsidiary of Parent; (c) or any of its other Investments (including Investments in Unrestricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes and (ii) in connection with such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent thereof or to permit the payment of taxes with respect theretoJoint Ventures); provided that, to at the extent time any such loans or advances are made in cashInvestment is made, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity; provided, further, that the aggregate principal amount outstanding at any time under this clause (ii) shall Investment does not exceed $5,000,000 and an aggregate amount equal to (iiiA) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under this clause (iii) shall not exceed $5,000,000. (c) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided, that Investments made in reliance on clause (iii) shall not exceed the greater of $6,500,000 and 10% of Consolidated EBITDA on a pro forma basis; provided, further that no such Investments made pursuant to this clause (iii) in the form of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement $250,000,000 and (y) all 25% of Consolidated Total Assets of Parent and its Restricted Subsidiaries as of the last day of the most recent fiscal quarter in respect of which financial statements have been delivered pursuant to Section 5.1(a) or (b) or Section 3.4(a) and calculated on a Pro Forma Basis, plus (B) the amount by which Unrestricted cash and Cash Equivalents and Marketable Securities of Parent and its Restricted Subsidiaries exceeds Consolidated Total Indebtedness as of the date of such Indebtedness Investment, calculated on a Pro Forma Basis, plus (C) any return of capital from previous investments made under this subclause (ii), less (D) any amounts previously utilized under subclauses (A), (B) and (C); provided further that such Investment does not include any sale, disposition, transfer or exclusive license of any Loan Party owed to Intellectual Property other than a Permitted IP Transfer; provided that (1) any Subsidiary that is not a Loan Party Investment made under clause (c) above shall be unsecured and subordinated deemed to be made under subclause (c)(B) to the Obligations pursuant to extent there is capacity thereunder and any Investment that will be made under subclause (c)(B) and other subclauses under clause (c) shall be deemed made first under subclause (c)(B) and then under the terms other subclauses of the Intercompany Noteclause (c); (d) Investments consisting loans and advances to employees or other providers of extensions services of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit Parent and its Restricted Subsidiaries made in the ordinary course of business, and business in an aggregate principal amount not to exceed $10,000,000; (e) Investments received described in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits Schedule 6.7 to suppliers the Disclosure Letter; (f) Swap Agreements which constitute Investments; (g) trade receivables in the ordinary course of business; (e) Investments (excluding loans and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectively; (f) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date, in each case set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereof; (g) Investments in Swap Contracts permitted under Section 7.03(f); (h) promissory notes, securities and other non-cash consideration received guarantees to insurers required in connection with Dispositions permitted by Section 7.05worker’s compensation and other insurance coverage arranged in the ordinary course of business; (i) any acquisition of all or substantially all the assets of a Person or any Equity Interests in a Person that becomes a Restricted Subsidiary 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), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); (j) Investments constituting a part of the Transactions; (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (l) Investments (including debt obligations and Equity Interestsobligations) received in connection with the bankruptcy or reorganization of suppliers and customers or and in good faith settlement of delinquent obligations of, or and other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investmentbusiness; (mj) loans and advances to intercompany Investments by any direct or indirect parent of the Borrower not Foreign Subsidiary in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such InvestmentForeign Subsidiary; (nk) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereoflease, utility and without giving effect to any write downs or write offs thereof) at any time not to exceed the greater of $19,500,000 and 30% of Consolidated EBITDA (in each case, increased by (A) any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary); (o) Investments made in respect of joint ventures or other similar agreements or partnerships not to exceed the greater of $13,000,000 and 20% of Consolidated EBITDA (plus the amount of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts); (p) advances of payroll payments to employees deposits in the ordinary course of business; (il) Investments of any Person in existence at the time such Person becomes a Restricted Subsidiary; provided such Investment was not made in connection with or anticipation of such Person becoming a Restricted Subsidiary; (m) the purchase of any Permitted Call Spread Transaction by Parent and the performance of its obligations thereunder; and (n) any Investment by any Captive Insurance Subsidiary in connection with its provision of insurance to the Borrower or any of its Subsidiaries, which Investment is made in the ordinary course of business in connection or consistent with obtainingindustry practice of such Captive Insurance Subsidiary, maintaining or renewing client contracts and loans by reason of applicable Law, rule, regulation or advances made to distributors and suppliers order, or that is required or approved by any regulatory authority having jurisdiction over such Captive Insurance Subsidiary or its business, as applicable. For purposes of covenant compliance with this Section 6.7, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the ordinary course of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of Holdings; (r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date value of such acquisitionInvestment, merger less any amount paid, repaid, returned, distributed or consolidation; (s) Investments made by a Restricted Subsidiary that is not a Loan Party to the extent such Investments are financed with the proceeds otherwise received by such Restricted Subsidiary from an Investment in such Restricted Subsidiary by a Loan Party permitted under this Section 7.02; (t) Investments cash in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation respect of such Available Excluded Contribution Amount; and (w) so long as no Default or Event of Default under Section 8.01(a) or 8.01(f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 3.75 :1.00. To the extent an Investment is permitted to be made by a Loan Party directly in any Restricted Subsidiary or any other Person who is not a Loan Party (each such person, a “Target Person”) under any provision of this Section 7.02, such Investment may be made by advance, contribution or distribution by a Loan Party to a Restricted Subsidiary or Holdings, and further advanced or contributed to a Restricted Subsidiary for purposes of making the relevant Investment in the Target Person without constituting an Investment for purposes of Section 7.02 (it being understood that such Investment must satisfy the requirements of, and shall count towards any thresholds in, a provision of this Section 7.02 as if made by the applicable Loan Party directly to the Target Person)Investment.

Investments. Make The Parent Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, make or hold own any Investments, Investment in any other Person except: (a) Cash or Investments by the Borrower or any of its Restricted Subsidiaries in assets that were cash or Cash Equivalents when such Investment was at the time made; (b) (i) Investments existing on the Closing Date in any subsidiary and (ii) Investments among the Parent Borrower and/or one or more Restricted Subsidiaries in any Loan Party (other than Holdings) or any other Restricted Subsidiary of the Parent Borrower; (c) Investments (i) constituting deposits, prepayments and/or other credits to suppliers, (ii) made in connection with obtaining, maintaining or renewing client and customer contracts and/or (iii) in the form of advances made to distributors, suppliers, licensors and licensees, in each case, in the ordinary course of business or, in the case of clause (iii), to the extent necessary to maintain the ordinary course of supplies to the Parent Borrower or any Restricted Subsidiary; (d) Investments in Unrestricted Subsidiaries or in joint ventures (including in connection with the creation, formation and/or acquisition of any joint venture, or in any Restricted Subsidiary to enable such Restricted Subsidiary to make an Investment in joint ventures, including to create, form and/or acquire any joint venture) in an aggregate outstanding amount not to exceed the greater of $92,000,000 and 45.0% of Consolidated Adjusted EBITDA; (e) Permitted Acquisitions; (f) Investments (i) existing on, or contractually committed to or contemplated as of, the Closing Date, which, to the extent individually greater than $5,000,000 are described on Schedule 6.06 and (ii) any modification, replacement, renewal or extension of any Investment described in clause (i) above so long as no such modification, renewal or extension thereof increases the amount of such Investment except by the terms thereof or as otherwise permitted by this Section 6.06); (g) Investments received in lieu of Cash in connection with any Disposition permitted by Section 6.07 or any other disposition of assets not constituting a Disposition; (h) loans or advances to present or former employees, directors, members of management, officers, directors and employees managers or consultants or independent contractors (or their respective Immediate Family Members) of any Loan Party (or Parent Company, the Parent Borrower and its subsidiaries and/or any direct or indirect parent thereof) or any joint venture to the extent permitted by Requirements of its Subsidiaries (i) for reasonable and customary business-related travelLaw, entertainment, relocation and analogous ordinary business purposes and (ii) in connection with such Person’s purchase of Equity Interests Capital Stock of the Borrower or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided thatParent Company, to the extent such loans or advances are made either (i) in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity; provided, further, that the an aggregate principal amount outstanding at any time under this clause (ii) shall not exceed $5,000,000 and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under this clause (iii) shall not exceed $5,000,000. (c) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided, that Investments made in reliance on clause (iii) shall not to exceed the greater of $6,500,000 11,000,000 and 105.0% of Consolidated Adjusted EBITDA on a pro forma basis; provided, further that no at any one time outstanding or (ii) so long as the proceeds of such Investments made pursuant to this clause (iii) in the form of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged loan or advance are substantially contemporaneously contributed to the Administrative Agent in accordance with Parent Borrower for the terms purchase of the Security Agreement and (y) all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany NoteCapital Stock; (di) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business; (e) Investments (excluding loans and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectively; (f) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date, in each case set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereof; (g) Investments in Swap Contracts permitted under Section 7.03(f); (h) promissory notes, securities and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (i) any acquisition of all or substantially all the assets of a Person or any Equity Interests in a Person that becomes a Restricted Subsidiary 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), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); (j) Investments constituting a part consisting of Indebtedness permitted under Section 6.01 (other than Indebtedness permitted under Sections 6.01(b) and (h)), Permitted Liens, Restricted Payments permitted under Section 6.04 (other than Section 6.04(a)(x)), Restricted Debt Payments permitted by Section 6.04 and mergers, consolidations, amalgamations, liquidations, windings up, dissolutions or Dispositions permitted by Section 6.07 (other than Section 6.07(a) (if made in reliance on subclause (ii)(y) of the Transactionsproviso thereto), Section 6.07(c)(ii) (if made in reliance on clause (B) therein) and Section 6.07(g)) and affiliate transactions permitted by Section 6.09 (other than Section 6.09(d)); (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practicescustomers; (l) Investments (including debt obligations and Equity InterestsCapital Stock) received (i) in connection with the bankruptcy or reorganization of suppliers and customers or any Person, (ii) in settlement of delinquent obligations of, or other disputes with, customers customers, suppliers and suppliers other account debtors arising in the ordinary course of business or business, (iii) upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured InvestmentInvestment and/or (iv) as a result of the settlement, compromise, resolution of litigation, arbitration or other disputes; (m) loans and advances of payroll payments or other compensation to present or former employees, directors, members of management, officers, managers or consultants of any direct or indirect parent of the Borrower not in excess of the amount of Parent Company (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted such payments or other compensation relate to be made services provided to such parent in accordance with Section 7.06(fParent Company (but excluding, for the avoidance of doubt, the portion of any such amount, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Parent Borrower and/or its subsidiaries)), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including Parent Borrower and/or any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write downs or write offs thereof) at any time not to exceed the greater of $19,500,000 and 30% of Consolidated EBITDA (in each case, increased by (A) any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary); (o) Investments made in respect of joint ventures or other similar agreements or partnerships not to exceed the greater of $13,000,000 and 20% of Consolidated EBITDA (plus the amount of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts); (p) advances of payroll payments to employees subsidiary in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (iin) Investments to the extent that payment for such Investments therefor is made solely with Qualified Equity Interests Capital Stock of Holdings any Parent Company or Equity Interests Capital Stock (other than Disqualified Capital Stock) of Holdings the Parent Borrower or any direct or indirect parent Restricted Subsidiary, in each case, to the extent not resulting in a Change of HoldingsControl; (ri) Investments of a any Restricted Subsidiary acquired after the Closing Date Date, or of a any Person acquired by, or merged into or consolidated or amalgamated or consolidated into with, the Parent Borrower or any Restricted Subsidiary in accordance with Section 7.04 after the Closing Date Date, in each case as part of an Investment otherwise permitted by this Section 6.06 to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such the relevant acquisition, merger merger, amalgamation or consolidationconsolidation and (ii) any modification, replacement, renewal or extension of any Investment permitted under clause (i) of this Section 6.06(o) so long as no such modification, replacement, renewal or extension thereof increases the amount of such Investment except as otherwise permitted by this Section 6.06; (sp) Investments made in connection with the Transactions; (q) Investments made after the Closing Date by the Parent Borrower and/or any of its Restricted Subsidiaries in an aggregate amount not to exceed at any time outstanding an amount equal to (i) the sum of (A) the greater of $132,000,000 and 65.0% of Consolidated Adjusted EBITDA, (B) any amounts reallocated to this Section 6.06(q) from Section 6.04(a)(xi) and Section 6.04(b)(iv), and (C) with respect to any Person that becomes a Restricted Subsidiary that is not a Loan Party to of the extent such Investments are financed with Parent Borrower if the proceeds received by such Restricted Subsidiary from an Investment in such Restricted Subsidiary by a Loan Party permitted under this Section 7.02; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Parent Borrower or any of its Restricted Subsidiaries; (u) Subsidiaries made an Investment in such Person after the Closing Date prior to such Person becoming a Restricted Subsidiary, the Fair Market Value of such Investments constituting any part as of the date on which such Person becomes a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuingRestricted Subsidiary, minus (ii) any security interests granted amounts reallocated from this Section 6.06(q) to the Administrative Agent for the benefit of the Secured Parties in the Collateral make Restricted Debt Payments pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any CollateralSection 6.04(b)(iv); (vr) Investments using (i) made after the Cumulative Credit at such time and (ii) Closing Date by the Parent Borrower and/or any of its Restricted Subsidiaries in an amount not to exceed the portion, if any, of the Available Excluded Contribution Amount on such date that the Parent Borrower elects to apply to this clause (v)(iir); (i) Guarantees of leases (other than Capital Leases) or of other obligations not constituting Indebtedness and (ii) Guarantees of the lease obligations of suppliers, customers, franchisees and licensees of the Parent Borrower and/or its Restricted Subsidiaries, in each case, in the ordinary course of business; (t) Investments in any Parent Company in amounts and for purposes for which Restricted Payments to such Parent Company are permitted under Section 6.04(a); provided that any Investment made as provided above in lieu of any such Restricted Payment shall reduce availability under the applicable Restricted Payment basket under Section 6.04(a); (u) [reserved] (v) Investments in subsidiaries and joint ventures in connection with reorganizations and related activities related to tax planning; provided that, after giving effect to any such reorganization and/or related activity, the security interest of the Administrative Agent in the Collateral, taken as a whole, is not materially impaired; (w) Investments under any Derivative Transaction of the type permitted under Section 6.01(s); (x) [reserved]; (y) Investments made in joint ventures as required by, or made pursuant to, buy/sell arrangements between the joint venture parties set forth in joint venture agreements and similar binding arrangements in effect on the Closing Date (other than any modification, replacement, renewal or extension of such Investments so long as no such modification, renewal or extension thereof increased the amount of any such Investment except by the terms thereof or as otherwise permitted by this Section 6.06); (z) unfunded pension fund and other employee benefit plan obligations and liabilities (whether or not such amounts are then being amortized and paid) to the extent such Investment is made within 12 months that they are permitted to remain unfunded under applicable law; (aa) Investments in any Borrower, any subsidiary and/or any joint venture in connection with intercompany cash management arrangements and related activities in the ordinary course of business; (bb) Investments so long as, after giving effect thereto on a Pro Forma Basis, the Total Leverage Ratio does not exceed 5.00:1.00; (cc) Investments consisting of the date licensing or contribution of designation IP Rights pursuant to joint marketing arrangements with other Persons; (dd) Investments in similar businesses in an aggregate outstanding principal amount not to exceed the greater of such Available Excluded Contribution Amount$132,000,000 and 65.0% of Consolidated Adjusted EBITDA; and (wee) so long as no Default or Event of Default under Section 8.01(aInvestments made in connection with any NMTC Transaction; and (ff) or 8.01(f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that made to consummate the Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 3.75 :1.00. To the extent an Investment is permitted to be made by a Loan Party directly in any Restricted Subsidiary or any other Person who is not a Loan Party (each such person, a “Target Person”) under any provision of this Section 7.02, such Investment may be made by advance, contribution or distribution by a Loan Party to a Restricted Subsidiary or Holdings, and further advanced or contributed to a Restricted Subsidiary for purposes of making the relevant Investment in the Target Person without constituting an Investment for purposes of Section 7.02 (it being understood that such Investment must satisfy the requirements of, and shall count towards any thresholds in, a provision of this Section 7.02 as if made by the applicable Loan Party directly to the Target Person)Permitted Restructuring.

Investments. Make or hold any Investments, except: (a) Investments held by the Borrower or any and the Company Group Parties in the form of its Restricted Subsidiaries in assets that were cash or and Cash Equivalents when such Investment was madeEquivalents; (b) loans or advances to officers, directors and employees of the Borrower and Company Group Parties in an aggregate amount not to exceed $2,000,000 at any Loan Party (or any direct or indirect parent thereof) or any of its Subsidiaries (i) time outstanding, for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes purposes; (i) Investments by the Borrower and the Company Group Parties in their respective Subsidiaries in an amount equal to the sum of (A) amounts outstanding on the date hereof, plus (B) any returns thereon from and after the date hereof that do not constitute Available Cash; (ii) in connection with such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity; provided, further, that the aggregate principal amount outstanding at any time under this clause (ii) shall not exceed $5,000,000 and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under this clause (iii) shall not exceed $5,000,000. (c) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Company Group Party in any other Restricted Subsidiary that is not a Loan the Borrower or another Company Group Party and wholly-owned, directly or indirectly, by the Borrower; and (iii) Investments by any Loan the Borrower or a Company Group Party in any Restricted a Subsidiary owned, in whole or in part, by it on the Closing Date, plus Investments that would be permitted by Section 7.03(g) (without giving effect to clause (iii)(y)(B) thereof) and other Investments, in each case made from, without duplication, (A) an issuance of Equity Interests or debt by Parent that is not contributed to or loaned, in each case within six months prior to the date of such Investment (subject to the delivery of a Loan Party; providedcertificate from a Responsible Officer certifying that the proceeds used to finance such Investment were derived from such contribution or loan) to Holdings, that Investments made in reliance on clause (iii) shall not exceed and by Holdings to the greater of $6,500,000 and 10% of Consolidated EBITDA Borrower, on a pro forma basis; provided, further that no such Investments made pursuant to this clause (iii) subordinated basis in the form of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement and (y) all such Indebtedness of any Loan Party owed to any Subsidiary Holdings or the Borrower (as applicable) permitted by Section 7.02(n), that does not constitute Available Cash or (B) Available Cash that is not a Loan Party shall be unsecured and subordinated being used to support Other Permitted Guarantees as contemplated by clause (b) of the Obligations definition thereof pursuant to the terms of the Intercompany NoteSection 7.02(j)(iv) or Section 7.03(e); (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of businessdebtors; (e) Investments to the extent constituting Investments, (excluding loans and advances made in lieu of Restricted Payments pursuant to and limited x) Guarantees permitted by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) 7.02 and (dy) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectivelyPermitted Guarantees; (f) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date, in each case set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary (other than those referred to in Holdings or any other Restricted Subsidiary Section 7.03(c)(i)) and any modification, renewal or extension thereof that does not increase the value thereof; (g) Investments in Swap Contracts permitted under Section set forth on Schedule 7.03(f); (hi) promissory notes, securities and other non-cash consideration received the formation of any Person in connection with Dispositions permitted a Permitted Tax Equity Financing, (ii) the purchase or other acquisition of all or any portion of the Equity Interests in any Person, (iii) the purchase by Section 7.05; (i) any acquisition Company Group Party of all or substantially all of the property of any Person, in each case, where the Equity Interests in, or the assets of, such Person, upon the consummation of such formation, transaction, purchase or other acquisition, will be owned directly by the Borrower or one or more of the Company Group Parties (including as a result of a Person merger or any Equity Interests in consolidation with a Person that becomes a Restricted Subsidiary or division or line of business of a Person (or any subsequent Investment made in a PersonCompany Group Party); provided that, division or line of business previously acquired in a Permitted Acquisition), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirementeach formation, (A) the propertytransaction, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); (j) Investments constituting a part of the Transactions; (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to any direct or indirect parent of the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write downs or write offs thereof) at any time not to exceed the greater of $19,500,000 and 30% of Consolidated EBITDA (in each case, increased by (A) any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary); (o) Investments made in respect of joint ventures or other similar agreements or partnerships not to exceed the greater of $13,000,000 and 20% of Consolidated EBITDA (plus the amount of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts); (p) advances of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of Holdings; (r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) Investments made by a Restricted Subsidiary that is not a Loan Party to the extent such Investments are financed with the proceeds received by such Restricted Subsidiary from an Investment in such Restricted Subsidiary by a Loan Party permitted under this Section 7.02; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; and (w) so long as no Default or Event of Default under Section 8.01(a) or 8.01(f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 3.75 :1.00. To the extent an Investment is permitted to be made by a Loan Party directly in any Restricted Subsidiary or any other Person who is not a Loan Party (each such person, a “Target Person”) under any provision of this Section 7.02, such Investment may be made by advance, contribution or distribution by a Loan Party to a Restricted Subsidiary or Holdings, and further advanced or contributed to a Restricted Subsidiary for purposes of making the relevant Investment in the Target Person without constituting an Investment for purposes of Section 7.02 (it being understood that such Investment must satisfy the requirements of, and shall count towards any thresholds in, a provision of this Section 7.02 as if made by the applicable Loan Party directly to the Target Person).7.03(g):

Investments. Make No Loan Party shall, and no Loan Party shall permit any of its Subsidiaries to, directly or hold any Investments, except: indirectly (a) acquire or own, or make any loan, advance or capital contribution (an “Investment”) in or to any person or entity, (b) acquire or create any Subsidiary, or (c) engage in any joint venture or partnership with any other person or entity, other than: (i) Investments by existing on the date hereof and set forth on Schedule B to this Agreement, (ii) Investments in cash and Cash Equivalents (as defined below), (iii) loans or advances to employees of Borrower or any of its Restricted Subsidiaries in assets that were cash or Cash Equivalents when such Investment was made; (b) loans or advances to officers, directors and employees of any Loan Party (or any direct or indirect parent thereof) or any of its Subsidiaries (i) for reasonable and customary business-related finance travel, entertainment, entertainment and relocation expenses and analogous other ordinary business purposes and (ii) in connection with such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity; provided, further, that the aggregate principal amount outstanding at any time under this clause (ii) shall not exceed $5,000,000 and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); ordinary course of business as presently conducted, provided that the aggregate outstanding principal amount outstanding at any time under of all loans and advances permitted pursuant to this clause (iii) shall not exceed $5,000,000. 100,000 in the aggregate at any time, (civ) loans made to employees of Borrower and its Subsidiaries for the purpose of purchasing stock of the Borrower, but only if no cash or other asset is advanced to such employee and all notes evidencing such debt received by Borrower are pledged and delivered to Agent, (v) Investments by way of intercompany loans to the extent permitted under Section 7.2(g), (ivi) capital contributions by the Borrower or any Restricted Subsidiary in Guarantor to the Borrower or any Loan Party (other than Holdings)Guarantor, (iivii) capital contributions by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided, that Investments made in reliance on clause (iii) shall not exceed the greater of $6,500,000 and 10% of Consolidated EBITDA on a pro forma basis; provided, further that no such Investments made pursuant to this clause (iii) in the form of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged Borrower to the Administrative Agent in accordance with the terms of the Security Agreement and (y) all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany Note; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business; (e) Investments (excluding loans and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectively; (f) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date, in each case set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereof; (g) Investments in Swap Contracts permitted under Section 7.03(f); (h) promissory notes, securities and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (i) any acquisition of all or substantially all the assets of a Person or any Equity Interests in a Person that becomes a Restricted Subsidiary 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), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, Foreign Subsidiaries (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); (j) Investments constituting a part of the Transactions; (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to any direct or indirect parent of the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount that, when added to (x) the value of any tangible Collateral located outside of the continental United States to the extent permitted pursuant to Section 6.8(c) and (y) the aggregate outstanding principal amount of any intercompany loans made by Borrower to the Foreign Subsidiaries during the term of this Agreement pursuant to Section 7.02(n) (valued at 7.7(c)(v), shall not exceed $500,000 in the time of the making thereofaggregate, and without giving effect to any write downs or write offs thereof) at any time not to exceed the greater of $19,500,000 and 30% of Consolidated EBITDA (in each case, increased by (A) any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary); (o) Investments made in respect of joint ventures or other similar agreements or partnerships not to exceed the greater of $13,000,000 and 20% of Consolidated EBITDA (plus the amount of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts); (p) advances of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of Holdings; (r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) Investments made by a Restricted Subsidiary that is not a Loan Party to the extent such Investments are financed with the proceeds received by such Restricted Subsidiary from an Investment in such Restricted Subsidiary by a Loan Party permitted under this Section 7.02; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; and (w) so long as no Default or Event of Default would occur both before and after giving effect to any such capital contribution, and (viii) acquisitions of stock and assets permitted by Section 7.5 (collectively, the “Permitted Investments”). The term “Cash Equivalents” means (v) any readily-marketable securities (i) issued by, or directly, unconditionally and fully guaranteed or insured by the United States federal government or (ii) issued by any agency of the United States federal government the obligations of which are fully backed by the full faith and credit of the United States federal government, (w) any readily-marketable direct obligations issued by any other agency of the United States federal government, any state of the United States or any political subdivision of any such state or any public instrumentality thereof, in each case having a rating of at least “A-1” from S&P or at least “P-1” from Moody’s, (x) any commercial paper rated at least “A-1” by S&P or “P-1” by Moody’s and issued by any entity organized under Section 8.01(athe laws of any state of the United States, (y) any U.S. dollar-denominated time deposit, insured certificate of deposit, overnight bank deposit or bankers’ acceptance issued or accepted by (i) Agent or (ii) any commercial bank that is (A) organized under the laws of the United States, any state thereof or the District of Columbia, (B) “adequately capitalized” (as defined in the regulations of its primary federal banking regulators) and (C) has Tier 1 capital (as defined in such regulations) in excess of $250,000,000 or (z) shares of any United States money market fund that (i) has substantially all of its assets invested continuously in the types of investments referred to in clause (v), (w), (x) or 8.01(f(y) shall have occurred above with maturities as set forth in the proviso below, (ii) has net assets in excess of $500,000,000 and be continuing (iii) has obtained from either S&P or would otherwise result therefromMoody’s the highest rating obtainable for money market funds in the United States; provided, other Investments such however, that the Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 3.75 :1.00maturities of all obligations specified in any of clauses (v), (w), (x) and (y) above shall not exceed 365 days. To For the extent an Investment is permitted to be made by a avoidance of doubt, “Cash Equivalents” does not include (and each Loan Party directly in is prohibited from purchasing or purchasing participations in) any Restricted Subsidiary auction rate securities or any other Person who corporate or municipal bonds with a long-term nominal maturity for which the interest rate is not reset through a Loan Party (each such person, a “Target Person”) under any provision of this Section 7.02, such Investment may be made by advance, contribution or distribution by a Loan Party to a Restricted Subsidiary or Holdings, and further advanced or contributed to a Restricted Subsidiary for purposes of making the relevant Investment in the Target Person without constituting an Investment for purposes of Section 7.02 (it being understood that such Investment must satisfy the requirements of, and shall count towards any thresholds in, a provision of this Section 7.02 as if made by the applicable Loan Party directly to the Target Person)dutch auction.

Investments. Make Each of the Company and any Restricted Subsidiary shall not, directly or hold indirectly, make any InvestmentsInvestment (other than any Restricted Investment permitted to be made pursuant to Section 9.03), except:except that the following Investments shall be permitted (each, a "Permitted Investment"): (ai) Investments by any Investment in the Borrower Company or any of its Restricted Subsidiaries in assets that were cash or Cash Equivalents when such Investment was madeother Credit Party; (b) loans or advances to officers, directors and employees of any Loan Party (or any direct or indirect parent thereof) or any of its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes and (ii) in connection with such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity; provided, further, that the aggregate principal amount outstanding at any time under this clause (ii) shall not exceed $5,000,000 and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under this clause (iii) shall not exceed $5,000,000. (c) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) Investment by any Restricted Subsidiary that is not a Loan Credit Party in any other Restricted Subsidiary that is not a Loan Party and Credit Party; (iii) any Investment in Investment Cash Equivalents or Investment Grade Securities; (iv) any Investment subject to compliance with the Investment and Debt Incurrence Conditions on a pro forma basis after giving effect to such Investment; (v) any Investments in Restricted Subsidiaries that are not Credit Parties in an aggregate amount, measured at the time such Investment is made (and valued at the Fair Market Value thereof at the time made), that would not exceed the sum of (I) the greater of (x) $25,000,000 and (y) 4.0% of Consolidated Total Assets, measured as of the date of such Incurrence based upon the Section 8.01 Financials most recently delivered on or prior to the date of such Investment minus (II) the aggregate amount, measured at the time such Investment is made, of all Investments (valued at the Fair Market Value of such Investments at the time such Investments are made) made pursuant to the proviso to Section 9.05(vi); provided, however, that if any Investment pursuant to this clause (v) is made in any Person that is not a Credit Party at the date of the making of such Investment and such Person becomes a Credit Party after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (i) above and shall cease to have been made pursuant to this clause (v)); provided, further, that, notwithstanding the foregoing, any Investment in Subsidiaries that are not Credit Parties shall be permitted without restriction so long as (x) such Investments are part of a series of transactions that results in all proceeds of the intercompany Investments being invested substantially contemporaneously in (or distributed to) any Borrower or any Guarantor or (y) such Investments constitute intercompany Investments, reorganizations and related activities related to tax planning and reorganization so long as after giving effect thereto, the Lien of the Secured Creditors on the Collateral, taken as a whole, is not impaired in any material respect (it being understood that the contribution of the Equity Interests of one or more "first-tier" Foreign Subsidiaries to a newly created "first-tier" Foreign Subsidiary shall be permitted); (vi) Permitted Acquisitions; provided that the aggregate amount of Permitted Acquisition Consideration relating to all such Permitted Acquisitions made or provided by any Loan a Credit Party in to acquire any Restricted Subsidiary that does not become a Credit Party or merge, consolidate or amalgamate into a Credit Party or any assets that shall not, immediately after giving pro forma effect to such Permitted Acquisition, be owned by a Credit Party, shall not exceed (A) the greater of (x) $25,000,000 and (y) 4.0% of Consolidated Total Assets, measured as of the date of such Investment based upon the Section 8.01 Financials most recently delivered on or prior to the date of such Investment minus (B) the aggregate amount, measured at the time such Investment is made, of all Investments (valued at the Fair Market Value of such Investments at the time such Investments are made) made pursuant to Section 9.05(v); provided, however, that if any Investment pursuant to this clause (vi) is made in any Person that is not a Loan Party; providedCredit Party at the date of the making of such Investment and such Person becomes a Credit Party after such date, that Investments such Investment shall thereafter be deemed to have been made in reliance on pursuant to clause (iiii) above and shall cease to have been made pursuant to this clause (vi); (vii) any Investment in securities or other assets, including earnouts not exceed constituting Investment Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to Section 9.02 or any other disposition of assets not constituting an Asset Sale; (viii) any Investment existing on the greater Second Restatement Effective Date and listed on Schedule 9.05(viii) or made pursuant to binding commitments in effect on the Second Restatement Effective Date or an Investment consisting of $6,500,000 any extension, modification or renewal of any such Investment or binding commitment existing on the Second Restatement Effective Date; provided that the amount of any such Investment may be increased in such extension, modification or renewal only (i) as required by the terms of such Investment or binding commitment as in existence on the Second Restatement Effective Date (including as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities) or (ii) as otherwise permitted under this Agreement; (ix) Hedging Obligations and 10% of Consolidated EBITDA on Secured Bank Product Obligations permitted under Section 9.04(x); (x) any Investment in a pro forma basis; providedSimilar Business, further that no such an Unrestricted Subsidiary or a joint venture having an aggregate Fair Market Value taken together with all other Investments made pursuant to this clause (iiix) that are at that time outstanding, not to exceed, as of the date such Investment is made, the greater of (A) $20,000,000 and (B) 3.20% of Consolidated Total Assets, measured as of the date of such Investment based upon the Section 8.01 Financials most recently delivered on or prior to the date of such Investment (in each case, determined on the form date such Investment is made, with the Fair Market Value of intercompany loans shall be evidenced by a promissory note unless each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (x) such promissory note is pledged to the Administrative Agent made in accordance with the terms of the Security Agreement and (y) all such Indebtedness of any Loan Party owed to any Subsidiary Person that is not a Loan Credit Party at the date of the making of such Investment and such Person becomes a Credit Party after such date, such Investment shall thereafter be unsecured and subordinated deemed to the Obligations have been made pursuant to the terms of the Intercompany Noteclause (i) above and shall cease to have been made pursuant to this clause (x); (dxi) guarantees of Indebtedness permitted under Section 9.04, performance guarantees and Contingent Obligations incurred in the ordinary course of business or consistent with past practice and the creation of Liens on the assets of the Company or any Restricted Subsidiary in compliance with Section 9.01; (xii) (i) advances to, or guarantees of Indebtedness of, employees not in excess of the greater of (A) $2,000,000 and (B) 0.32% of Consolidated Total Assets, measured as of the date of such Investment based upon the Section 8.01 Financials most recently delivered on or prior to the date of such Investment outstanding at any one time, in the aggregate; and (ii) loans and advances to employees, directors, officers, managers, distributors and consultants for business-related travel expenses, moving expenses and other similar expenses or payroll advances, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Person's purchase of Equity Interests of the Company; (xiii) [reserved]; (xiv) advances, loans or extensions of trade credit in the ordinary course of business or consistent with past practice by the Company or any of the Restricted Subsidiaries; (xv) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business or consistent with past practice; (xvi) Investments made in the ordinary course of business or consistent with past practice in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors in the ordinary course of business; (xvii) Investments in the ordinary course of business or consistent with past practice consisting of UCC Article 3 endorsements for collection of deposit and Article 4 customary trade arrangements with customers consistent with past practices; (xviii) additional Investments having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (xviii) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or have not been subsequently sold or transferred for cash or marketable securities), not to exceed, as of the date such Investment is made, the greater of (A) $15,000,000 and (B) 25.0% of Consolidated EBITDA of the Company and its Restricted Subsidiaries for the Test Period most recently ended, measured as of the date of such Investment based upon the Section 8.01 Financials most recently delivered on or prior to the date such Investment is made, calculated as of the date such Investment is made (in each case determined as of the date such Investment is made, with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); (xix) Investments received in compromise or resolution of litigation, arbitration or other disputes; (xx) Investments by the Company and the Restricted Subsidiaries consisting of deposits, prepayment and other credits to suppliers or lessors in the ordinary course of business; (xxi) any Investment acquired by the Company or any of the Restricted Subsidiaries (i) consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received (ii) in satisfaction exchange for any other Investment or partial satisfaction thereof from financially troubled account debtors and accounts receivable, endorsements for collection or deposit held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other credits Investment or accounts receivable (including any trade creditor or customer) or (iii) as a result of a foreclosure by the Company or any of the Restricted Subsidiaries with respect to suppliers any secured Investment or other transfer of title with respect to any secured Investment in the ordinary course of businessdefault; (exxii) Investments the payment for which consists of Equity Interests (excluding loans and advances made in lieu exclusive of Restricted Payments pursuant to and limited by Section 7.02(mDisqualified Stock) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectivelyCompany; (fxxiii) Investments (i) existing consisting of purchases and acquisitions of inventory, supplies, material, services, equipment or contemplated on the Closing Date other assets or made pursuant to legally binding written contracts in existence on the Closing Datepurchases of contract rights or licenses or contributions of Intellectual Property, in each case set forth on Schedule 7.02(f) and any modificationcase, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereof; (g) Investments in Swap Contracts permitted under Section 7.03(f); (h) promissory notes, securities and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (i) any acquisition of all or substantially all the assets of a Person or any Equity Interests in a Person that becomes a Restricted Subsidiary 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), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); (j) Investments constituting a part of the Transactions; (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practicespractice; (lxxiv) obligations or commitments to public utilities or to any municipalities or governmental or other public authorities in connection with the maintenance of or supply of services or utilities to the Company or any Restricted Subsidiary; (xxv) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance and similar deposits entered into as a result of the operations of the business in the ordinary course of business or consistent with past practice; (xxvi) Investments consisting of promissory notes issued by the Company or any Guarantor to future, present or former officers, directors and employees, members of management, or consultants of the Company or any of its Subsidiaries or their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Company, to the extent the applicable Restricted Payment is a permitted by Section 9.03; (xxvii) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or consistent with past practice or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (mxxviii) loans and advances to any direct or indirect parent Investments in joint ventures of the Borrower not in excess Company or any of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to Subsidiaries existing on the extent permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in Second Restatement Effective Date having an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write downs or write offs thereof) at any time Fair Market Value not to exceed the greater of $19,500,000 and 30% of Consolidated EBITDA (in each case, increased by (A) any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts $10,000,000 and (B) the gain in any fair market value 1.60% of Consolidated Total Assets, measured as of the Investments made under this clause date of such Investment based upon the Section 8.01 Financials most recently delivered on or prior to the date of such Investment, at any one time outstanding (n) in any Unrestricted Subsidiary with the Fair Market Value of each Investment being measured at the time of redesignation as a Restricted Subsidiarymade and without giving effect to subsequent changes in value); (oxxix) Investments made in respect connection with crop financing and related activities, including advances or loans to growers, (i) in the ordinary course of joint ventures business or other similar agreements or partnerships consistent with past practice (which shall not be limited in amount) plus (ii) in an amount having an aggregate Fair Market Value not to exceed the greater of (A) $13,000,000 10,000,000 and 20(B) 1.60% of Consolidated EBITDA (plus the amount Total Assets, measured as of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts); (p) advances of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of Holdings; (r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger Investment based upon the Section 8.01 Financials most recently delivered on or consolidation; (s) Investments made by a Restricted Subsidiary that is not a Loan Party prior to the extent date of such Investments are financed Investment, at any one time outstanding (with the proceeds received by such Restricted Subsidiary from an Fair Market Value of each Investment in such Restricted Subsidiary by a Loan Party permitted under this Section 7.02; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties being measured at the time the Investment is entered into shall be Loan Parties after such Investments are completed, made and (iv) such reorganization and other activities shall not impair or adversely affect without giving effect to subsequent changes in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amountvalue); and (wxxx) so long as no Default or Event of Default under Section 8.01(a) or 8.01(f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that any Investment using the Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 3.75 :1.00Available Equity Amount Basket. To the extent an Investment is permitted to be made by a Loan Party directly in any Restricted Subsidiary or any other Person who is not a Loan Party (each such person, a “Target Person”) under any provision For purposes of this Section 7.029.05, in the event that a proposed Investment (or portion thereof) meets the criteria of more than one of the categories of Permitted Investments described in clauses (i) through (xxx) above, or is otherwise entitled to be incurred or made pursuant to Section 9.03, the Company will be entitled to classify (or later reclassify) such Investment may (or portion thereof) in one or more of such categories set forth above or under Section 9.03; provided that the Company will be made by advance, contribution entitled to divide and classify (or distribution by a Loan Party to a Restricted Subsidiary or Holdings, and further advanced or contributed to a Restricted Subsidiary for purposes of making the relevant later reclassify) an Investment in more than one of the Target Person without constituting an types of Investment for purposes of Section 7.02 (it being understood that such Investment must satisfy the requirements of, and shall count towards any thresholds in, a provision of described under this Section 7.02 as if made by the applicable Loan Party directly to the Target Person)9.05.

Investments. Make or hold any Investments, except: (a) Investments by the Borrower or any of its a Restricted Subsidiaries Subsidiary in assets that were cash or Cash Equivalents when such Investment was made; (b) loans or advances to officers, directors directors, partners and employees of any Loan Party (the Borrower 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 and (ii) in connection with such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity; provided, further, that the aggregate principal amount outstanding at any time under this clause (ii) shall not exceed $5,000,000 and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the in an aggregate principal amount outstanding at any time under this clause (iiib)(ii) shall not to exceed $5,000,000.2,500,000; (c) asset purchases (including purchases of inventory, supplies and materials) and the licensing or contribution of intellectual property pursuant to joint marketing or other arrangements with other Persons, in each case in the ordinary course of business; (d) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted other Loan Party, (ii) by any Subsidiary that in any Loan Party, (iii) by any Non-Loan Party in any other Non-Loan Party, (iv) by a Loan Party in a Non-Loan Party to the extent such Investment is made to fund all or any portion of (and up to an amount not a exceeding) an Investment by such Non-Loan Party in reliance on and in accordance with Section 7.02(j), (n) or (t), and (v) by any Loan Party in any Non-Loan Party; provided, provided that the aggregate amount of such Investments made in reliance on Non-Loan Parties pursuant to clause (iiiv), as valued at cost at the time each such Investment is made and including all related commitments for future Investments, shall not exceed (A) the greater of (x) $50,000,000 and (y) a percentage of Total Assets as of the last day of the most recently ended Test Period that is equal to the percentage set forth on Schedule 7.02 of Total Assets as of the Closing Date (after giving Pro Forma Effect to the SHL Acquisition) that is approximately equal to $50,000,000, plus (B) an amount equal to any returns of capital or sale proceeds actually received by Loan Parties in cash in respect of any Investments under clause (v) (which amount shall not exceed the greater amount of $6,500,000 and 10% of Consolidated EBITDA on a pro forma basis; provided, further that no such Investments made pursuant to this clause (iii) in Investment valued at cost at the form of intercompany loans shall be evidenced by a promissory note unless (x) time such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement and (y) all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany NoteInvestment was made); (de) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business; (ef) Investments (excluding loans consisting of Liens, Indebtedness, fundamental changes, Dispositions and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections Section 7.01, Section 7.03 (other than 7.03(c) and (d) and the proviso to (fSection 7.03(e)), Section 7.04 (other than 7.04(c)(ii) or (eSection 7.04(e)), Section 7.05 (other than Sections 7.05(d)(ii), (e) and (ep)), ) and Section 7.06 (other than Section 7.06(d) or (h)(iv)) and 7.13), respectively; provided, however, that no Investments may be made solely pursuant to this Section 7.02(f); (fg) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date, in each case and set forth on Schedule 7.02(f7.02(g) and Investments consisting of any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) of any Investment existing on the Closing Date; provided that the amount of any Investment permitted pursuant to this Section 7.02(g) is not increased from the amount of such Investment on the Closing Date except pursuant to the terms of such Investment as of the Closing Date or as otherwise permitted by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereofthis Section 7.02; (gh) Investments in Swap Contracts permitted under Section 7.03(f7.03(g); (hi) promissory notes, securities notes and other non-cash noncash consideration received in connection with Dispositions permitted by Section 7.057.05 (other than Sections 7.05(d)(ii), (e) and (p)); (ij) any the purchase or other acquisition of all property and assets or substantially all the assets businesses of a any Person or any of assets constituting a business unit, a line of business or division of such Person, or Equity Interests in a Person that becomes that, upon the consummation thereof, will be a Restricted Subsidiary or division or line of business the Borrower (including as a result of a Person merger or consolidation) (or any subsequent Investment made in a Person, division or line of business previously acquired in a Permitted Acquisition), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i)each, a “Permitted Acquisition”); ; provided that (ji) Investments constituting a part immediately before and immediately after giving Pro Forma Effect to any such purchase or other acquisition, no Default or Event of Default shall have occurred and be continuing, (ii) after giving Pro Forma Effect to any such purchase or other acquisition and the incurrence of any Indebtedness in connection therewith, the Borrower shall be in compliance with the Financial Covenant as of the Transactionsend of the most recent Test Period, (iii) after giving effect to such acquisition, the Borrower shall be in compliance with Section 6.11 and Section 6.13 (within the time period specified therein), to the extent applicable, and (iv) the aggregate purchase consideration paid by Loan Parties for the acquisition of Persons that do not become Guarantors and assets acquired by Non-Loan Parties shall not exceed $250,000,000; (k) the Transaction; (l) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (lm) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (mn) loans and advances to any direct or indirect parent of Investments as valued at cost at the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), time each such Investment being treated is made and including all related commitments for purposes of the applicable clause of Section 7.06future Investments, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; not exceeding the Available Amount; provided that (nx) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of any such Investment, no Default or Event of Default shall have occurred and be continuing or would result therefrom and (y) in the making thereof, and without giving effect to case of any write downs or write offs thereof) at any time not to exceed the greater such Investment in an amount in excess of $19,500,000 and 30% 15,000,000, the Borrower has delivered to the Administrative Agent a certificate of Consolidated EBITDA (in each casea Responsible Officer, increased together with all relevant financial information reasonably requested by (A) any return in respect thereofthe Administrative Agent, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts and (B) demonstrating the gain in any fair market value calculation of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary)Available Amount; (o) Investments made in respect of joint ventures or other similar agreements or partnerships not to exceed the greater of $13,000,000 and 20% of Consolidated EBITDA (plus the amount of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts); (p) advances of payroll payments to employees in the ordinary course of business; (ip) Investments made in held by SHL and its Subsidiaries on the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of HoldingsClosing Date; (rq) Investments of held by a Restricted Subsidiary acquired after the Closing Date or of a Person corporation merged or amalgamated or consolidated into the Borrower or merged or consolidated with a Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; (r) Guarantee Obligations of the Borrower or any Restricted Subsidiary in respect of leases (other than Capitalized Leases) or of other obligations that do not constitute Indebtedness; (s) Investments made by a Restricted Subsidiary that is not a Loan Party to the extent that payment for such Investments are financed is made solely with Qualified Equity Interests of the proceeds received by such Restricted Subsidiary from an Investment in such Restricted Subsidiary by a Loan Party permitted under this Section 7.02Borrower; (t) other Investments in deposit accountsan aggregate amount, securities accounts as valued at cost at the time each such Investment is made and commodities accounts maintained including all related commitments for future Investments, not to exceed $50,000,000, plus an amount equal to any returns of capital or sale proceeds actually received by Loan Parties in cash in respect of any Investments made under this clause (t) (which amount shall not exceed the Borrower or any amount of its Restricted Subsidiariessuch Investment valued at cost at the time such Investment was made); (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted prior to the Administrative Agent for the benefit Closing Date, loans, advances and transfers of property to any Domestic Subsidiary of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any CollateralBorrower; (v) Investments using (i) the Cumulative Credit at such time and (ii) the portion, if any, Guarantee Obligations of the Available Excluded Contribution Amount on such date that Borrower or any Restricted Subsidiary in connection with the Borrower elects provision of credit card payment processing services; (w) contributions to apply a “rabbi” trust for the benefit of employees or other grantor trust subject to this clause (v)(ii) to claims of creditors in the extent such Investment is made within 12 months case of a bankruptcy of the date of designation of such Available Excluded Contribution AmountBorrower; and (wx) so long as no Default Investments to finance the SHL Acquisition and any Investments arising from any step or Event transaction referred to in the Structure Memorandum to implement the SHL Acquisition and Refinancing. For purposes of Default under Section 8.01(a) or 8.01(f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 3.75 :1.00. To the extent an Investment is permitted to be made by a Loan Party directly in any Restricted Subsidiary or any other Person who is not a Loan Party (each such person, a “Target Person”) under any provision of determining compliance with this Section 7.02, in the event that an Investment meets the criteria of more than one of the categories of Investments described in clauses (a) through (x) above, the Borrower may, in its sole discretion, divide, classify and, except with respect to any Investment made under Section 7.02(n), reclassify such Investment may be made by advance(or any portion thereof) in one or more of the above clauses. The accrual of interest, contribution or distribution by a Loan Party to a Restricted Subsidiary or Holdings, the accretion of accreted value and further advanced or contributed to a Restricted Subsidiary for purposes the payment of making the relevant Investment interest in the Target Person without constituting form of additional Indebtedness shall not be deemed to be an Investment for purposes of Section 7.02 (it being understood that such Investment must satisfy the requirements of, and shall count towards any thresholds in, a provision of this Section 7.02 as if made by the applicable Loan Party directly to the Target Person)7.02.

Investments. Make or hold permit to exist any InvestmentsInvestment in any Person, exceptexcept for: (a) Investments by the Borrower or any of its Restricted Subsidiaries in assets that were cash or Cash Equivalents when such Investment was madePermitted Acquisitions; (b) loans or advances to officers, directors and employees of any Loan Party (or any direct or indirect parent thereof) or any of its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes and (ii) in connection with such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity; provided, further, that the aggregate principal amount outstanding at any time under this clause (ii) shall not exceed $5,000,000 and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under this clause (iii) shall not exceed $5,000,000. (c) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided, that Investments made in reliance on clause (iii) shall not exceed the greater of $6,500,000 and 10% of Consolidated EBITDA on a pro forma basis; provided, further that no such Investments made pursuant to this clause (iii) in the form of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement and (y) all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany Note; (d) Investments consisting of extensions of credit in the nature of accounts receivable Accounts or notes receivable and/or chattel paper arising from the grant sale of trade credit in the ordinary course of business, goods and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers services in the ordinary course of business; (ec) Investments (excluding loans and advances made in lieu shares of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01stock, 7.03 (other than 7.03(c) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectively; (f) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date, in each case set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereof; (g) Investments in Swap Contracts permitted under Section 7.03(f); (h) promissory notes, securities and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (i) any acquisition of all or substantially all the assets of a Person or any Equity Interests in a Person that becomes a Restricted Subsidiary 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), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase obligations or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); (j) Investments constituting a part of the Transactions; (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (l) Investments (including debt obligations and Equity Interests) securities 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 claims arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to any direct or indirect parent of the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write downs or write offs thereof) at any time not to exceed the greater of $19,500,000 and 30% of Consolidated EBITDA (in each case, increased by (A) any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary); (o) Investments made in respect of joint ventures or other similar agreements or partnerships not to exceed the greater of $13,000,000 and 20% of Consolidated EBITDA (plus the amount of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts); (p) advances of payroll payments to employees in the ordinary course of business; (d) Investments in securities maturing within two (2) years and issued or fully guaranteed or insured by the United States of America or any state or agency thereof; (e) Investments in commercial paper maturing within one year from the date of acquisition thereof and having, at such date of acquisition, a credit rating of at least A-1 from S&P and P-1 from Moody’s; (f) Investments in certificates of deposit, banker’s acceptances and time deposits maturing within one year from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the Laws of the United States of America or any State thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000, or any Lender; (g) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (d) above and entered into with a financial institution satisfying the criteria described in clause (f) above; (h) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated or invest solely in the assets described in clauses (e) through (g) above and (iii) have portfolio assets of at least $5,000,000,000; and (i) Investments to the extent the payment for such Investment is made solely with Equity Interests of the Company; (j) Investments in the ordinary course of business seller-financed notes and retail sales contracts in connection with obtainingVehicles; provided that the sum of (i) such Investments described in this Section 7.05(j) (on a gross basis excluding any reserves), maintaining plus (ii) the aggregate face amount of Indebtedness permitted under Section 7.01(n) shall not exceed $35,000,000 at any time; (k) Investments in (including loans to) the Company or renewing client contracts wholly-owned Subsidiaries that are Subsidiary Guarantors; (l) Investments in (including loans to) Subsidiaries that are not Subsidiary Guarantors (including any equity Investments in any Captive Insurance Company to meet the insurance capital requirements of such Captive Insurance Company to the extent required by applicable law or regulation) in an aggregate amount of not more than $50,000,000 during the term of this Agreement; (m) Investments in an aggregate amount which, together with the aggregate amount of Restricted Payments made by the Company pursuant to Section 7.10(a)(i), shall not exceed the 7.10(a)(i) RP Basket Limit at the time of each such Investment, subject to satisfaction of the conditions set forth in the definition of 7.10(a)(i) RP Basket Limit; (n) without counting against the 7.10(a)(i) RP Basket Limit set forth in Section 7.10(a)(i) below, the Company may make other Investments so long as the Consolidated Total Leverage Ratio is no greater than 3.00 to 1.00 (determined on a pro forma basis after giving effect to such Investment and loans any other Investment made on such date or advances made at any time after the Applicable Four-Quarter Period); (o) Investments in fixed or floating rate demand notes issued by original equipment manufacturers (or their captive finance companies), in each case with a credit rating of at least A- from S&P and A3 from Moody’s; and (p) other Investments in an aggregate outstanding amount of not more than $75,000,000 during the term of this Agreement. Notwithstanding anything to distributors and suppliers the contrary contained in this Section 7.05, neither the Company nor any Subsidiary may make any Investment in any Designated Escrow Subsidiary during the term of this Agreement other than Investments otherwise permitted by this Section 7.05 that do not exceed an aggregate amount necessary to pay (i) the administrative expenses of any Designated Escrow Subsidiary in the ordinary course of business and (ii) Investments to interest and premiums in respect of the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of Holdings; (r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) Investments made by a Restricted Subsidiary that is not a Loan Party to the extent such Investments are financed with the proceeds received Indebtedness incurred by such Restricted Subsidiary from an Investment in such Restricted Subsidiary by a Loan Party permitted under this Section 7.02; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; and (w) so long as no Default or Event of Default under Section 8.01(a) or 8.01(f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 3.75 :1.00. To the extent an Investment is permitted to be made by a Loan Party directly in any Restricted Subsidiary or any other Person who is not a Loan Party (each such person, a “Target Person”) under any provision of this Section 7.02, such Investment may be made by advance, contribution or distribution by a Loan Party to a Restricted Subsidiary or Holdings, and further advanced or contributed to a Restricted Subsidiary for purposes of making the relevant Investment in the Target Person without constituting an Investment for purposes of Section 7.02 (it being understood that such Investment must satisfy the requirements of, and shall count towards any thresholds in, a provision of this Section 7.02 as if made by the applicable Loan Party directly to the Target Person)Designated Escrow Subsidiary.

Investments. Make or hold any Investments, except: (a) Investments by the Borrower or any of its a Restricted Subsidiaries Subsidiary in assets that were cash or Cash Equivalents when such Investment was made, and Investments made in accordance with the Borrower’s investment policy as approved by the Borrower’s board of directors from time to time; (b) loans or advances to officers, directors directors, managers, partners and employees of any Loan Party (the Borrower or any direct or indirect parent thereof) or any of its the Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation relocation, customary fringe benefits and analogous ordinary business purposes and purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity; provided, further, that the aggregate principal amount outstanding at any time under this clause (ii) shall not exceed $5,000,000 and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the , in an aggregate principal amount outstanding at any time under this clause outstanding not to exceed the greater of (iiix) shall not exceed $5,000,000.7,500,000 and (y) 2.00% of LTM Consolidated EBITDA, determined as of the time such loan or advance is made; (c) asset purchases (including purchases of inventory, supplies and materials) and the licensing or contribution of IP Rights pursuant to joint marketing arrangements with other Persons, in each case in the ordinary course of business; (d) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary that is not a other Loan Party, (ii) by any Non-Loan Party in any Loan Party, (iii) by any Non-Loan Party in any other Non-Loan Party and (iv) by any Loan Party in any Non-Loan Party; provided, provided that the aggregate amount of such Investments made in reliance on Non-Loan Parties pursuant to the foregoing clause (iiiiv) shall not exceed in an aggregate amount, as valued at cost at the time each such Investment is made, (A) the greater of $6,500,000 and 10% of Consolidated EBITDA on a pro forma basis; provided, further that no such Investments made pursuant to this clause (iii) in the form of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement $93,750,000 and (y) all such 25% of LTM Consolidated EBITDA (which cap shall not apply to any Investments received in respect of, or consisting of, (w) the transfer or contribution of Equity Interests in or Indebtedness of any Loan Party owed Foreign Subsidiary to any Subsidiary that is not a Loan Party shall be unsecured other Foreign Subsidiary, (x) intercompany Investments made and subordinated to liabilities incurred in the Obligations pursuant to the terms ordinary course of business in connection with cash management operations of the Intercompany NoteBorrower or any of its Restricted Subsidiaries and (y) intercompany loans, advances or Indebtedness having a term not exceeding 364 days), plus (B) an amount equal to any returns of capital or sale proceeds actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (de) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business; (ef) Investments (excluding loans and advances made in lieu consisting of Liens, Indebtedness, fundamental changes, Dispositions and/or Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections Section 7.01, 7.03 Section 7.03, Section 7.04, Section 7.05 and Section 7.06, respectively (other than 7.03(c) and (d) and the proviso than, in each case, by reference to (fthis Section 7.02(f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectively; (fg) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date, in each case set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof of any such Investments; provided that does the amount of any Investment permitted pursuant to this Section 7.02(g) is not increase increased from the value thereof and (ii) existing amount of such Investment on the Closing Date except pursuant to the terms of such Investment as of the Closing Date or as otherwise permitted by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereofthis Section 7.02; (gh) Investments in Swap Contracts permitted under Section 7.03(f7.03(g); (hi) promissory notes, securities notes and other non-cash noncash consideration received in connection with Dispositions permitted by Section 7.05; (j) any Acquisition, together with any Investments in Restricted Subsidiaries necessary to consummate a transaction otherwise permitted by this clause (j); provided that except in the case of a Limited Condition Transaction (in which case, compliance with this clause (j) shall be determined in accordance with Section 1.09(a)), (i) any acquisition of all or substantially all the assets of a Person or any Equity Interests in a Person that becomes a Restricted Subsidiary 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), in a single transaction or series of related transactions, if immediately before and immediately after giving effect thereto: (i) Pro Forma Effect to any such Acquisition and related Investments, no Event of Default exists at the time of the signing of a definitive acquisition agreement with respect thereto; shall have occurred and be continuing, (ii) after giving effect to any acquired or newly formed Restricted Subsidiary such Acquisition and related Investments, the Borrower shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by in compliance with the covenant in Section 7.03; 6.15 and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition Acquisition shall constitute become Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 6.10 (any such acquisition under Acquisition that meets the requirements set forth in this Section 7.02(iclause (j), a “Permitted Acquisition”); , provided that the aggregate cash consideration funded by a Loan Party and allocable to all such Acquisitions of any Person that is not and will not become a Loan Party (jas reasonably determined by the Borrower) Investments constituting a part shall not exceed the greater of the Transactions(x) $93,750,000 and (y) 25% of LTM Consolidated EBITDA; (k) Investments in respect of the Borrower’s entry into (including any payments of premiums in connection therewith), and performance of obligations under, any Permitted Call Spread Transaction or any Permitted Forward Agreement; (l) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (lm) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy bankruptcy, insolvency or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to any direct or indirect parent of the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write downs or write offs thereof) at any time not to exceed the greater of $19,500,000 and 30% of Consolidated EBITDA (in each case, increased by (A) any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary)[reserved]; (o) Investments made in respect of joint ventures or other similar agreements or partnerships not to exceed the greater of $13,000,000 and 20% of Consolidated EBITDA (plus the amount of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts); (p) advances of payroll payments to employees in the ordinary course of business; (ip) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of Holdings[reserved]; (rq) Investments of held by a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or merged, amalgamated or consolidated with a Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger merger, amalgamation or consolidation; (r) Guarantee Obligations of the Borrower or any Restricted Subsidiary in respect of leases (other than Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (s) Investments made by a Restricted Subsidiary that is not a Loan Party to the extent that payment for such Investments are financed is made solely with the proceeds received by such Restricted Subsidiary from an Investment Qualified Equity Interests (and cash in such Restricted Subsidiary by a Loan Party permitted under this Section 7.02lieu of fractional shares); (t) Investments in deposit accountsan aggregate amount, securities accounts as valued at cost at the time each such Investment is made and commodities accounts maintained by including all related commitments for future Investments, not exceeding (i) the Borrower greater of (x) $187,500,000 and (y) 50% of LTM Consolidated EBITDA, plus (ii) an amount equal to any returns of capital or sale proceeds actually received in cash in respect of any such Investments (which amount shall not exceed the amount of its Restricted Subsidiariessuch Investment valued at cost at the time such Investment was made); (u) Investments constituting in JV Entities and Unrestricted Subsidiaries in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future Investments, not exceeding (i) the greater of (x) $56,250,000 and (y) 15% of LTM Consolidated EBITDA, plus (ii) an amount equal to any part returns of capital or sale proceeds actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (v) Investments in connection with a Permitted Receivables Financing; (w) contributions to a “rabbi” trust for the benefit of employees or other grantor trust subject to claims of creditors in the case of a reorganization and other activities related bankruptcy or insolvency of either the Borrower or any Restricted Subsidiary; (x) Investments by an Unrestricted Subsidiary entered into prior to tax planningthe day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; provided that such Investments were not incurred in contemplation of such redesignation; (iy) Investments; provided that, at the time of such Investment, (x) no Event of Default shall have occurred and be continuing, continuing and (iiy) any security interests granted to the Administrative Agent for the benefit Total Net Leverage Ratio as of the Secured Parties in last day of the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior most recently ended Test Period, after giving Pro Forma Effect to such mergerInvestment, consolidation, dissolution or liquidation) and all actions required is not greater than the Total Net Leverage Ratio that is 0.25 to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at 1.00 less than the time maximum Total Net Leverage Ratio applicable under the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit TNLR Financial Covenant at such time and (ii) for the portionavoidance of doubt, after giving pro forma effect to the application of a Covenant Toggle, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amountapplicable); and (wz) so long as no Default or Event of Default under Section 8.01(a) or 8.01(f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated First Lien Net Leverage Ratio on resulting from transactions entered into in order to consummate a Pro Forma Basis would be less than or equal to 3.75 :1.00. To the extent an Investment is permitted to be made by a Loan Party directly in any Restricted Subsidiary or any other Person who is not a Loan Party (each such person, a “Target Person”) under any provision of this Section 7.02, such Investment may be made by advance, contribution or distribution by a Loan Party to a Restricted Subsidiary or Holdings, and further advanced or contributed to a Restricted Subsidiary for purposes of making the relevant Investment in the Target Person without constituting an Investment for purposes of Section 7.02 (it being understood that such Investment must satisfy the requirements of, and shall count towards any thresholds in, a provision of this Section 7.02 as if made by the applicable Loan Party directly to the Target Person)Permitted Tax Restructuring.

Investments. Make or hold None of the Loan Parties shall make any Investments, exceptInvestment except for Investments in the following: (ai) Investments by the Borrower or any of its Restricted Subsidiaries Loan Parties in assets that were deposit accounts, cash or and Cash Equivalents when such Investment was made; (b) loans or advances to officers, directors and employees of any Loan Party (or any direct or indirect parent thereof) or any of its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes and (ii) in connection with such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent thereof or to permit the payment of taxes with respect theretoEquivalents; provided that, to the extent such loans or advances are made in cash, the amount for Investments of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower and each Guarantor, such Investments are subject to a Control Agreement (other than up to 10 accounts for all Borrowers and Guarantors in cash as common equity; provided, further, that the aggregate principal amount outstanding at any time under this clause where such account have an average aggregate monthly balance of less than $1,000,000); (ii) shall not exceed $5,000,000 and Investments listed in Schedule 5.02(e) existing on the date of this Agreement; (iii) for any Investments by the Loan Parties in each other purposes not described in the foregoing clauses (i) other than Parent and (iiCommercial Barge Line Company); provided that the aggregate principal amount outstanding at any time under this clause (iii) shall not exceed $5,000,000. (c) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided, that Investments made in reliance on clause (iii) shall not exceed the greater of $6,500,000 and 10% of Consolidated EBITDA on a pro forma basis; provided, further that no such Investments made pursuant to this clause (iii) in the form of intercompany loans constituting Indebtedness shall be evidenced by one or more Pledged Intercompany Notes subject to a promissory note unless (x) such promissory note is pledged to first perfected security interest in favor of the Administrative Agent and in accordance with the terms of Administrative Agent’s possession; provided further that Investments (including any loans or advances) by Loan Parties made directly or indirectly in Foreign Subsidiaries may not exceed $30,000,000 in the Security Agreement and (y) all such Indebtedness of aggregate at any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany Noteone time; (div) 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, permitted by Section 5.02(d) and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business; (e) Investments (excluding loans and advances made in lieu of Restricted Payments pursuant to and limited by that comply with both Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c5.02(a)(iii) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectively; (f) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date, in each case set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereof; (g) Investments in Swap Contracts permitted under Section 7.03(f5.02(l); (hv) promissory notes, securities and other non-cash consideration received in connection with Dispositions In addition to Investments otherwise expressly permitted by this Section 7.05; 5.02(e) (i) any acquisition of all or substantially all the assets of a Person or any Equity Interests in a Person that becomes a Restricted Subsidiary 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), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) provided no Event of Default then exists at or results therefrom), Investments by the time Borrower and its Domestic Subsidiaries in Joint Ventures which are organized under the laws of the signing United States of a definitive acquisition agreement with respect thereto; (ii) America or any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); (j) Investments constituting a part of the Transactions; (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to any direct or indirect parent of the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) state thereof in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write downs or write offs thereofcost) at any time not to exceed $50,000,000 as to any such Joint Venture or $100,000,000 in the greater aggregate as to all such Joint Ventures since the date of $19,500,000 and 30% of Consolidated EBITDA (in each case, increased by (A) any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary)Agreement; (ovi) Investments made in respect of joint ventures or other similar agreements or partnerships not to exceed the greater of $13,000,000 Loans and 20% of Consolidated EBITDA (plus the amount of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts); (p) advances of payroll payments to employees in the ordinary course of businessbusiness and in accordance with past practices not to exceed $5,000,000 in the aggregate at any one time; (ivii) Investments made by Parent in the ordinary course treasury Equity Securities of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of Holdings; (r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) Investments made by a Restricted Subsidiary that is not a Loan Party to the extent such Investments are financed with the proceeds received by such Restricted Subsidiary from an Investment in such Restricted Subsidiary by a Loan Party permitted under this Section 7.02; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution AmountParent; and (wviii) so long as no Default or Event of Default under Section 8.01(a) or 8.01(f) shall have occurred and be continuing or would otherwise result therefrom, other Additional Investments such that not to exceed $5,000,000 in the Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis would be less than or equal aggregate at any one time (to 3.75 :1.00. To the extent an Investment is not permitted to be made by a Loan Party directly in any Restricted Subsidiary or any other Person who is not a Loan Party (each such person, a “Target Person”) under any provision clause of this Section 7.02, such Investment may be made by advance, contribution or distribution by a Loan Party to a Restricted Subsidiary or Holdings, and further advanced or contributed to a Restricted Subsidiary for purposes of making the relevant Investment in the Target Person without constituting an Investment for purposes of Section 7.02 (it being understood that such Investment must satisfy the requirements of, and shall count towards any thresholds in, a provision of this Section 7.02 as if made by the applicable Loan Party directly to the Target Person5.02(e)).

Investments. Make None of the Loan Parties will make an Investment in any other Person (including pursuant to any merger with, or hold as a Division Successor pursuant to the Division of, any InvestmentsPerson that was not a wholly owned Subsidiary prior to such merger or Division), except: (a) Investments by the Borrower or any of its Restricted Subsidiaries in assets that were cash or Cash Equivalents when such Investment was madePermitted Investments; (b) loans or advances to officers, directors and employees of any Loan Party (or any direct or indirect parent thereof) or any of its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes and (ii) in connection with such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity; provided, further, that the aggregate principal amount outstanding at any time under this clause (ii) shall not exceed $5,000,000 and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under this clause (iii) shall not exceed $5,000,000.guarantees constituting Indebtedness permitted by Section 9.1; (c) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided, that Investments made in reliance listed on clause (iii) shall not exceed the greater of $6,500,000 and 10% of Consolidated EBITDA on a pro forma basis; provided, further that no such Investments made pursuant to this clause (iii) in the form of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement and (y) all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany NoteSchedule 9.5; (d) Investments consisting by a Loan Party in any of extensions its Subsidiaries; provided that Investments by the Loan Parties in any of credit 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 nature of accounts receivable or notes receivable arising from the grant of trade credit aggregate in the ordinary course of business, and any calendar year (excluding Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of businesspermitted by clause (c) above); (e) Investments (excluding loans and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectively; (f) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date, in each case set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereof; (g) Investments in Swap Contracts permitted under Section 7.03(f); (h) promissory notes, securities and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (i) any acquisition of all or substantially all the assets of a Person or any Equity Interests in a Person that becomes a Restricted Subsidiary 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), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); (j) Investments constituting a part of the Transactions; (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to any direct or indirect parent of the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write downs or write offs thereof) at any time not to exceed the greater of $19,500,000 and 30% of Consolidated EBITDA (in each case, increased by (A) any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary); (o) Investments made in respect of joint ventures or other similar agreements or partnerships not to exceed the greater of $13,000,000 and 20% of Consolidated EBITDA (plus the amount of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts); (p) advances of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of Holdings; (r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) Investments made by a Restricted Subsidiary that is not a Loan Party to the extent such Investments are financed with the proceeds received by such Restricted Subsidiary from an Investment in such Restricted Subsidiary by a Loan Party permitted under this Section 7.02; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning9.5; provided that (i) no Potential Default or Event of Default shall have occurred and be continuingcontinuing at the time such Investment is made or is 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 security interests granted Person or of significant assets constituting a business unit, a line of business or division of such Person, or Equity Interests in a Person that, upon the consummation thereof, will be a Subsidiary of the Borrower (including as a result of a merger or consolidation); provided that, with respect to each purchase or other acquisition made pursuant to this Section 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 its Subsidiaries on the date hereof or any business substantially related, 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 debt 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 benefit 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 Secured Parties in the Collateral pursuant acquisition target, if available, prior to the Collateral Documents shall remain effective date of the acquisition or the entire credit history of the acquisition target, whichever period is shorter, in full force each case in form and effect and perfected (substance reasonably satisfactory to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, Administrative Agent; (iii) (A) (I) immediately before and immediately after giving pro forma effect to any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completedpurchase or other acquisition, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; and (w) so long as no Potential Default or Event of Default under Section 8.01(a) or 8.01(f) shall have occurred and be continuing and (II) immediately after giving effect to such purchase or would otherwise result therefromother acquisition, other Investments such that Borrower and its Subsidiaries shall be in pro forma compliance with all of the Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 3.75 :1.00. To the extent an Investment is permitted to be made by a Loan Party directly covenants set forth in any Restricted Subsidiary or any other Person who is not a Loan Party (each such person, a “Target Person”) under any provision of this Section 7.02, such Investment may be made by advance, contribution or distribution by a Loan Party to a Restricted Subsidiary or HoldingsSections 9.10 and 9.11, and further advanced or contributed to a Restricted Subsidiary for purposes of making the relevant Investment in the Target Person without constituting an Investment for purposes of Section 7.02 (it being understood that such Investment must satisfy the requirements of, and shall count towards any thresholds in, a provision of this Section 7.02 as if made by the applicable Loan Party directly B) immediately prior to the Target Person)consummation of such purchase or other acquisition, the Borrower shall have delivered to the Administrative Agent and the Lenders a certificate with respect to the matters set forth in clause (A) above; and (iv) the board of directors or other 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. Make The Borrower will not, and will not permit any of its Subsidiaries to, make, incur, assume or hold suffer to exist any InvestmentsInvestment in any other Person, except: (a) Investments existing on the Closing Date and identified in Item 7.2.5(a) ("Existing Investments") of the Disclosure Schedule and Investments existing on the Restatement Effective Date and identified in Schedule 7.2.5(a) ("Ongoing Investments")hereto; (b) Cash Equivalent Investments; (c) without duplication, Investments permitted as Indebtedness pursuant to Section 7.2.2; (d) without duplication, Investments permitted as Capital Expenditures pursuant to Section 7.2.7; (e) Investments by the Borrower in any of its Subsidiaries, or by any such Subsidiary in any of its Subsidiaries, by way of contributions to capital; (f) Investments made by the Borrower or any of its Restricted Subsidiaries Subsidiaries, solely with proceeds which have been contributed, directly or indirectly, to the Borrower or such Subsidiary as cash equity from holders of the Borrower's common stock for the purpose of making an Investment identified in assets a notice to the Agents on or prior to the date that were cash such capital contribution is made, which Investments shall result in the Borrower or Cash Equivalents when such Subsidiary acquiring a majority controlling interest in the Person in which such Investment was mademade or increasing any such controlling interest already maintained by it; (bg) Investments to the extent the consideration received pursuant to clause (b)(i) of Section 7.2.9 is not all cash; (h) Investments in the form of loans or advances to officers, directors and employees of the Borrower and its Subsidiaries for the sole purpose of purchasing Holdco common stock in an aggregate amount at any Loan Party time outstanding not to exceed $2,000,000; (or any direct or indirect parent thereofi) Investments made by the Borrower or any of its Subsidiaries (i) for reasonable and customary business-related travelconsisting of, entertainment, relocation and analogous ordinary business purposes and (ii) or made in connection with such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made in cashwith, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity; provided, further, that the aggregate principal amount outstanding at any time under this clause (ii) shall not exceed $5,000,000 and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under this clause (iii) shall not exceed $5,000,000. (c) Investments (i) by the Borrower purchase or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided, that Investments made in reliance on clause (iii) shall not exceed the greater of $6,500,000 and 10% of Consolidated EBITDA on a pro forma basis; provided, further that no such Investments made pursuant to this clause (iii) in the form of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement and (y) all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany Note; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business; (e) Investments (excluding loans and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectively; (f) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date, in each case set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereof; (g) Investments in Swap Contracts permitted under Section 7.03(f); (h) promissory notes, securities and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (i) any acquisition of all or substantially all the assets assets, or Capital Stock, of one or more Persons engaged in the same, similar or related lines of business to those presently conducted by the Borrower, or of a Person or any Equity Interests in a Person that becomes a Restricted Subsidiary or division or line of business of a Person (or any subsequent Investment made in geographical portion of the assets or a Person, division or line of business previously acquired in a Permitted Acquisition)business) of any such Person or Persons, in a single transaction or series of related transactions, if immediately an aggregate amount not to exceed $25,000,000 so long as after giving effect thereto: to any such Investment, (i) no Event the Borrower shall be in pro forma compliance with the covenants set forth in Section 7.2.4 for the most recent full Fiscal Quarter immediately preceding the date of Default exists at such Investment for which the time relevant financial information has been delivered pursuant to clause (a) or (b) of the signing of a definitive acquisition agreement with respect thereto; Section 7.1.1, (ii) any acquired or newly formed Restricted Subsidiary an Authorized Officer of the Borrower shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by have delivered a certificate to the Agents in form and substance satisfactory to the Agents (including a calculation of the compliance with the covenants set forth in Section 7.03; 7.2.4) certifying as to the accuracy of clause (i) above and (iii) in the case of an acquisition of Capital Stock, the Borrower or the relevant Subsidiary shall acquire (subject to Section 7.2.1) a majority controlling interest in the extent required Person in which such Investment was made or increasing any such controlling interest maintained by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired it in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”);Person; or (j) Investments constituting a part of the Transactions; (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to any direct or indirect parent of made by the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write downs or write offs thereof) at any time not to exceed the greater of $19,500,000 and 30% of Consolidated EBITDA (in each case, increased by (A) any return in respect thereof, including dividends, interest, distributions, returns of principal, profits Holdco on sale, repayments, income and similar amounts and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary); (o) Investments made in respect of joint ventures or other similar agreements or partnerships not to exceed the greater of $13,000,000 and 20% of Consolidated EBITDA (plus the amount of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts); (p) advances of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of Holdings; (r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent necessary to consummate the transactions described in the recitals hereto; provided, however, that (k) 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 Investments were Investment if made thereafter would not made in contemplation of or in connection comply with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidationrequirements; (sl) Investments made no Investment otherwise permitted by a Restricted Subsidiary that is not a Loan Party clause (c) (except to the extent such Investments are financed with the proceeds received by such Restricted Subsidiary from an Investment in such Restricted Subsidiary by a Loan Party permitted under this Section 7.02; 7.2.2), (te), (f), (h) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of shall be permitted to be made if, immediately before or after giving effect thereto, any Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; and (w) so long as no Default or Event of Default under Section 8.01(a) or 8.01(f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 3.75 :1.00. To the extent an Investment is permitted to be made by a Loan Party directly in any Restricted Subsidiary or any other Person who is not a Loan Party (each such person, a “Target Person”) under any provision of this Section 7.02, such Investment may be made by advance, contribution or distribution by a Loan Party to a Restricted Subsidiary or Holdings, and further advanced or contributed to a Restricted Subsidiary for purposes of making the relevant Investment in the Target Person without constituting an Investment for purposes of Section 7.02 (it being understood that such Investment must satisfy the requirements of, and shall count towards any thresholds in, a provision of this Section 7.02 as if made by the applicable Loan Party directly to the Target Person).

Investments. Make or hold any Investments, except: (a) Investments by the Borrower or any of its the Restricted Subsidiaries in assets that were cash or Cash Equivalents when such Investment was made; (b) loans or advances to to, or guarantees of Indebtedness of, officers, directors and employees of any Loan Party Holdings (or any direct or indirect parent thereof) or any of its ), the Borrower and the Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes and purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower Holdings (or any direct or indirect parent thereof or to permit the payment of taxes with respect theretothereof; provided that, to the extent such loans or advances are made in cash, that the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower Holdings in cash as common equity; provided, further, that the aggregate principal amount outstanding at any time under this clause (iicash) shall not exceed $5,000,000 and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the , in an aggregate principal amount outstanding at any time under this clause (iii) shall not to exceed $5,000,000.15,000,000; (c) asset purchases (including purchases of inventory, supplies and materials) and the licensing or contribution of intellectual property pursuant to joint arrangements with other Persons, in each case in the ordinary course of business; (d) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary other Loan Party, (ii) by any Non-Loan Party in any other Non-Loan Party that is not a Loan Party; providedRestricted Subsidiary, that Investments made in reliance on clause (iii) shall not exceed the greater of $6,500,000 by any Non-Loan Party in any Loan Party and 10% of Consolidated EBITDA on (iv) by any Loan Party in any Non-Loan Party that is a pro forma basisRestricted Subsidiary; provided, further provided that no (A) any such Investments made pursuant to this clause (iiiiv) in the form of intercompany loans shall be evidenced by notes that have been pledged (individually or pursuant to a promissory note unless (xglobal note) such promissory note is pledged to the Administrative Agent in accordance with for the terms benefit of the Security Agreement Lenders (it being understood and agreed that any Investments permitted under this clause (iv) that are not so evidenced as of the Closing Date are not required to be so evidenced and pledged until the date that is ninety (90) days after the Closing Date) and (yB) all (I) the aggregate amount of Investments made pursuant to this clause (iv) shall not exceed at any time outstanding $325,000,000 (provided that Investments made pursuant to Section 7.02(d)(iv)) may also be made out of the Available Amount) (II) any such Investment constitutes an exchange of Equity Interests of such Restricted Subsidiary for Indebtedness of such Subsidiary (or vice versa) or an equity contribution of intercompany Indebtedness to such Non-Loan Party, (III) the proceeds of any such Investment is part of a series of transactions that results in such proceeds’ being paid to one or more Loan Party owed to Parties (as a repayment of intercompany Indebtedness or as a dividend, distribution or other return of capital or otherwise) or invested in one or more Loan Parties or (IV) any such Investment consists of the contribution of Equity Interests of any other Restricted Subsidiary that is not a Loan Party shall be unsecured and subordinated to so long as the Obligations pursuant to the terms Equity Interests of the Intercompany Notetransferee Restricted Subsidiary is pledged to secure the Secured Obligations; (de) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business; (ef) Investments consisting of Liens, Indebtedness (excluding loans other than Indebtedness constituting Guarantees for the benefit of Business Successors), fundamental changes, Dispositions and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f))7.03, 7.04 (other than 7.04(c)(ii) or (e))7.04, 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.137.06, respectively; (fg) Investments (i) existing or contemplated on the Closing Date date hereof or made pursuant to legally binding written contracts in existence on the Closing Datedate hereof or contemplated on the date hereof and, in each case case, set forth on Schedule 7.02(f7.02(g) and any modification, replacement, renewal, reinvestment or extension thereof of any of the foregoing; provided that does the amount of any Investment permitted pursuant to this Section 7.02(g) is not increase increased from the value thereof and (ii) existing amount of such Investment on the Closing Date except pursuant to the terms of such Investment as of the Closing Date or as otherwise permitted by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereofthis Section 7.02; (gh) Investments in Swap Contracts permitted under Section 7.03(f)7.03; (hi) promissory notes, securities notes and other non-cash consideration received in connection with (x) Dispositions permitted by Section 7.057.05 or (y) any other disposition of assets not constituting a Disposition; (ij) any the purchase or other acquisition of all property and assets or substantially all the assets businesses of a any Person or any of assets constituting a business unit, a line of business or division of such Person, or Equity Interests in a Person that becomes that, upon the consummation thereof, will be a Restricted Subsidiary or division or line of business the Borrower (including as a result of a Person merger or consolidation); provided that, with respect to each purchase or other acquisition made pursuant to this clause (or any subsequent Investment made in j) (each, a Person, division or line of business previously acquired in a “Permitted Acquisition”), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee RequirementRequirement and the Collateral Documents, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) each applicable Loan Party and any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary and, to the extent required under the Collateral and Guarantee Requirement, the Subsidiaries of such created or an Unrestricted acquired Subsidiary) shall be or become a GuarantorGuarantors and shall have complied or shall comply with the requirements of Section 6.11, in each case in accordance with Section 6.11 within the times specified therein (for the avoidance of doubt, this clause (A) shall not override any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); (j) Investments constituting a part provisions of the TransactionsCollateral and Guarantee Requirement) and such acquired property, assets, business or Person is in a business permitted under Section 7.07; (k) any Investment in a business permitted pursuant to Section 7.07 taken together with all other Investments made pursuant to this clause (k) that are at that time outstanding, not to exceed the greater of (x) $200,000,000 and (y) 4.0% of Total Assets at the time of such Investment; provided, however, that if any Investment pursuant to this clause (k) is made in any Person that is not a Restricted Subsidiary at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such investment shall thereafter be deemed to have been made pursuant to clause (j) above and shall cease to have been made pursuant to this clause (k) for so long as such Person continues to be a Restricted Subsidiary; (l) Investments in the ordinary course of business consisting of UCC Uniform Commercial Code Article 3 III endorsements for collection or deposit and UCC Uniform Commercial Code Article 4 IV customary trade arrangements with customers consistent with past practices; (lm) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (mn) loans and advances to Holdings (or any direct or indirect parent of the Borrower thereof) in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) ), Restricted Payments to the extent permitted to be made to Holdings (or such parent direct or indirect parent) in accordance with Section 7.06(f), ) or (g), ; (h), o) additional Investments (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been that taken together with all other Investments made pursuant to such this clause in an amount equal to such Investment; (ni) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued that are at the that time of the making thereofoutstanding, and without giving effect to any write downs or write offs thereof) at any time not to exceed the greater of $19,500,000 400,000,000 and 305.0% of Consolidated EBITDA Total Assets or (in each case, increased by ii) out of the Available Amount; (Ap) any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts and (B) the gain Investments in any Subsidiary or joint venture (regardless of the legal form) having an aggregate fair market value of the value, taken together with all other Investments made under pursuant to this clause (np) in any Unrestricted Subsidiary that are at the that time of redesignation as a Restricted Subsidiary); (o) Investments made in respect of joint ventures or other similar agreements or partnerships outstanding, not to exceed in the aggregate at any time outstanding the greater of $13,000,000 75,000,000 and 201.0% of Consolidated EBITDA (plus the amount of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts)Total Assets; (pq) advances of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (iir) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings (or Equity Interests of Holdings or any direct or indirect parent of HoldingsHoldings after a Qualifying IPO of such direct or indirect parent); (rs) Investments of held by a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or merged or consolidated with a Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; (st) Guarantees by the Borrower or any of the 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; (u) Investments consisting of purchases and acquisitions of assets or services in the ordinary course of business; (v) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts; (w) Investments by any Loan Party in any Restricted Subsidiary that is not a Loan Party in the ordinary course of business for working capital purposes in an aggregate amount at any time outstanding not to exceed $75,000,000; (i) Investments in a Securitization Subsidiary or any Investment by a Securitization Subsidiary in any other Person in connection with a Qualified Securitization Financing; provided, however, that any such Investment in a Securitization Subsidiary is in the form of a contribution of additional Securitization Assets or as equity, and (ii) distributions or payments of Securitization Fees and purchases of Securitization Assets pursuant to a Securitization Repurchase Obligation in connection with a Qualified Securitization Financing; and (y) Investments made by a any Restricted Subsidiary that is not a Loan Party to the extent such Investments are financed with the proceeds received by such Restricted Subsidiary from an Investment in such Restricted Subsidiary by a Loan Party permitted under this Section 7.02; made pursuant to clauses (t) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuingd)(iv), (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be takenj), (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; and (w) so long as no Default or Event of Default under Section 8.01(ao) or 8.01(f(p) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 3.75 :1.00. To the extent an Investment is permitted to be made by a Loan Party directly in any Restricted Subsidiary or any other Person who is not a Loan Party (each such person, a “Target Person”) under any provision of this Section 7.02, such Investment may be made by advance, contribution or distribution by a Loan Party to a Restricted Subsidiary or Holdings, and further advanced or contributed to a Restricted Subsidiary for purposes of making the relevant Investment in the Target Person without constituting an Investment for purposes of Section 7.02 (it being understood that such Investment must satisfy the requirements of, and shall count towards any thresholds in, a provision of this Section 7.02 as if made by the applicable Loan Party directly to the Target Person).

Investments. Make Each of the Company and any Restricted Subsidiary shall not, directly or hold indirectly, make any InvestmentsInvestment (other than any Restricted Investment permitted to be made pursuant to Section 9.03), except:except that the following Investments shall be permitted (each, a “Permitted Investment”): (ai) Investments by any Investment in the Borrower Company or any of its Restricted Subsidiaries in assets that were cash or Cash Equivalents when such Investment was madeother Credit Party; (b) loans or advances to officers, directors and employees of any Loan Party (or any direct or indirect parent thereof) or any of its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes and (ii) in connection with such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity; provided, further, that the aggregate principal amount outstanding at any time under this clause (ii) shall not exceed $5,000,000 and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under this clause (iii) shall not exceed $5,000,000. (c) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) Investment by any Restricted Subsidiary that is not a Loan Credit Party in any other Restricted Subsidiary that is not a Loan Party and Credit Party; (iii) any Investment in Investment Cash Equivalents or Investment Grade Securities; (iv) any Investment subject to compliance with the Investment and Junior Debt Incurrence Conditions on a pro forma basis after giving effect to such Investment; (v) any Investments in Restricted Subsidiaries that are not Credit Parties in an aggregate amount, measured at the time such Investment is made (and valued at the Fair Market Value thereof at the time made), that would not exceed the sum of (I) the greater of (x) $25,000,000 and (y) 2.00% of Consolidated Total Assets, measured as of the date of such Incurrence based upon the Section 8.01 Financials most recently delivered on or prior to the date of such Investment minus (II) the aggregate amount, measured at the time such Investment is made, of all Investments (valued at the Fair Market Value of such Investments at the time such Investments are made) made pursuant the proviso to Section 9.05(vi); provided, however, that if any Investment pursuant to this clause (v) is made in any Person that is not a Credit Party at the date of the making of such Investment and such Person becomes a Credit Party after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (i) above and shall cease to have been made pursuant to this clause (v)); provided, further, that, notwithstanding the foregoing, any Investment in Subsidiaries that are not Credit Parties shall be permitted without restriction so long as (x) such Investments are part of a series of transactions that results in all proceeds of the intercompany Investments being invested substantially contemporaneously in (or distributed to) any Borrower or any Guarantor or (y) such Investments constitute intercompany Investments, reorganizations and related activities related to tax planning and reorganization so long as after giving effect thereto, the Lien of the Secured Creditors on the Collateral, taken as a whole, is not impaired in any material respect (it being understood that the contribution of the Equity Interests of one or more “first-tier” Foreign Subsidiaries to a newly created “first-tier” Foreign Subsidiary shall be permitted); (vi) Permitted Acquisitions; provided that the aggregate amount of Permitted Acquisition Consideration relating to all such Permitted Acquisitions made or provided by any Loan a Credit Party in to acquire any Restricted Subsidiary that does not become a Credit Party or merge, consolidate or amalgamate into a Credit Party or any assets that shall not, immediately after giving pro forma effect to such Permitted Acquisition, be owned by a Credit Party, shall not exceed (A) the greater of (x) $25,000,000 and (y) 2.00% of Consolidated Total Assets, measured as of the date of such Investment based upon the Section 8.01 Financials most recently delivered on or prior to the date of such Investment minus (B) the aggregate amount, measured at the time such Investment is made, of all Investments (valued at the Fair Market Value of such Investments at the time such Investments are made) made pursuant to Section 9.05(v); provided, however, that if any Investment pursuant to this clause (vi) is made in any Person that is not a Loan Party; providedCredit Party at the date of the making of such Investment and such Person becomes a Credit Party after such date, that Investments such Investment shall thereafter be deemed to have been made in reliance on pursuant to clause (iiii) above and shall cease to have been made pursuant to this clause (vi); (vii) any Investment in securities or other assets, including earnouts not exceed constituting Investment Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to Section 9.02 or any other disposition of assets not constituting an Asset Sale; (viii) any Investment existing on the greater Closing Date and listed on Schedule 9.05(viii) or made pursuant to binding commitments in effect on the Closing Date or an Investment consisting of $6,500,000 any extension, modification or renewal of any such Investment or binding commitment existing on the Closing Date; provided that the amount of any such Investment may be increased in such extension, modification or renewal only (i) as required by the terms of such Investment or binding commitment as in existence on the Closing Date (including as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities) or (ii) as otherwise permitted under this Agreement; (ix) Hedging Obligations and 10% of Consolidated EBITDA on Secured Bank Product Obligations permitted under Section 9.04(x); (x) any Investment in a pro forma basis; providedSimilar Business, further that no such an Unrestricted Subsidiary or a joint venture having an aggregate Fair Market Value taken together with all other Investments made pursuant to this clause (iiix) that are at that time outstanding, not to exceed, as of the date such Investment is made, $20,000,000 (in each case, determined on the form date such Investment is made, with the Fair Market Value of intercompany loans shall be evidenced by a promissory note unless each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (x) such promissory note is pledged to the Administrative Agent made in accordance with the terms of the Security Agreement and (y) all such Indebtedness of any Loan Party owed to any Subsidiary Person that is not a Loan Credit Party at the date of the making of such Investment and such Person becomes a Credit Party after such date, such Investment shall thereafter be unsecured and subordinated deemed to the Obligations have been made pursuant to the terms of the Intercompany Noteclause (i) above and shall cease to have been made pursuant to this clause (x); (dxi) guarantees of Indebtedness permitted under Section 9.04, performance guarantees and Contingent Obligations incurred in the ordinary course of business or consistent with past practice and the creation of Liens on the assets of the Company or any Restricted Subsidiary in compliance with Section 9.01; (xii) (i) advances to, or guarantees of Indebtedness of, employees not in excess of $2,000,000 outstanding at any one time, in the aggregate; and (ii) loans and advances to employees, directors, officers, managers, distributors and consultants for business-related travel expenses, moving expenses and other similar expenses or payroll advances, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Person’s purchase of Equity Interests of the Company; (xiii) payments of Indebtedness of Opta Minerals, Inc. concurrently with the sale thereof, solely out of the proceeds of such sale and to the extent required by the sale agreement therefor; (xiv) advances, loans or extensions of trade credit in the ordinary course of business or consistent with past practice by the Company or any of the Restricted Subsidiaries; (xv) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business or consistent with past practice; (xvi) Investments made in the ordinary course of business or consistent with past practice in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors in the ordinary course of business; (xvii) Investments in the ordinary course of business or consistent with past practice consisting of UCC Article 3 endorsements for collection of deposit and Article 4 customary trade arrangements with customers consistent with past practices; (xviii) additional Investments having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (xviii) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or have not been subsequently sold or transferred for cash or marketable securities), not to exceed, as of the date such Investment is made, the greater of (A) $15,000,000 and (B) 1.20% of Consolidated Total Assets measured as of the date of such Investment based upon the Section 8.01 Financials most recently delivered on or prior to the date such Investment is made, calculated as of the date such Investment is made (in each case determined as of the date such Investment is made, with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); (xix) Investments received in compromise or resolution of litigation, arbitration or other disputes; (xx) Investments by the Company and the Restricted Subsidiaries consisting of deposits, prepayment and other credits to suppliers or lessors in the ordinary course of business; (xxi) any Investment acquired by the Company or any of the Restricted Subsidiaries (i) consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received (ii) in satisfaction exchange for any other Investment or partial satisfaction thereof from financially troubled account debtors and accounts receivable, endorsements for collection or deposit held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other credits Investment or accounts receivable (including any trade creditor or customer) or (iii) as a result of a foreclosure by the Company or any of the Restricted Subsidiaries with respect to suppliers any secured Investment or other transfer of title with respect to any secured Investment in the ordinary course of businessdefault; (exxii) Investments the payment for which consists of Equity Interests (excluding loans and advances made in lieu exclusive of Restricted Payments pursuant to and limited by Section 7.02(mDisqualified Stock) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectivelyCompany; (fxxiii) Investments (i) existing consisting of purchases and acquisitions of inventory, supplies, material, services, equipment or contemplated on the Closing Date other assets or made pursuant to legally binding written contracts in existence on the Closing Datepurchases of contract rights or licenses or contributions of Intellectual Property, in each case set forth on Schedule 7.02(f) and any modificationcase, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereof; (g) Investments in Swap Contracts permitted under Section 7.03(f); (h) promissory notes, securities and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (i) any acquisition of all or substantially all the assets of a Person or any Equity Interests in a Person that becomes a Restricted Subsidiary 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), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); (j) Investments constituting a part of the Transactions; (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practicespractice; (lxxiv) obligations or commitments to public utilities or to any municipalities or governmental or other public authorities in connection with the maintenance of or supply of services or utilities to the Company or any Restricted Subsidiary; (xxv) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance and similar deposits entered into as a result of the operations of the business in the ordinary course of business or consistent with past practice; (xxvi) Investments consisting of promissory notes issued by the Company or any Guarantor to future, present or former officers, directors and employees, members of management, or consultants of the Company or any of its Subsidiaries or their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Company, to the extent the applicable Restricted Payment is a permitted by Section 9.03; (xxvii) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or consistent with past practice or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (mxxviii) loans and advances to any direct or indirect parent Investments in joint ventures of the Borrower not in excess Company or any of the amount Restricted Subsidiaries existing on the Closing Date having an aggregate Fair Market Value not to exceed $10,000,000 at any one time outstanding (with the Fair Market Value of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), such each Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued measured at the time of the making thereof, made and without giving effect to any write downs or write offs thereof) at any time not to exceed the greater of $19,500,000 and 30% of Consolidated EBITDA (subsequent changes in each case, increased by (A) any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiaryvalue); (oxxix) Investments made in respect of joint ventures or other similar agreements or partnerships not to exceed the greater of $13,000,000 connection with crop financing and 20% of Consolidated EBITDA (plus the amount of any return in respect thereofrelated activities, including dividendsadvances or loans to growers, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts); (p) advances of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business or consistent with past practice (which shall not be limited in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and amount) plus (ii) Investments in an amount having an aggregate Fair Market Value not to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or exceed $10,000,000 at any direct or indirect parent of Holdings; one time outstanding (r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) Investments made by a Restricted Subsidiary that is not a Loan Party to the extent such Investments are financed with the proceeds received by such Restricted Subsidiary from an Fair Market Value of each Investment in such Restricted Subsidiary by a Loan Party permitted under this Section 7.02; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties being measured at the time the Investment is entered into shall be Loan Parties after such Investments are completed, made and (iv) such reorganization and other activities shall not impair or adversely affect without giving effect to subsequent changes in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amountvalue); and (wxxx) so long as no Default or Event of Default under Section 8.01(a) or 8.01(f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that any Investment using the Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 3.75 :1.00Available Equity Amount Basket. To the extent an Investment is permitted to be made by a Loan Party directly in any Restricted Subsidiary or any other Person who is not a Loan Party (each such person, a “Target Person”) under any provision For purposes of this Section 7.029.05, in the event that a proposed Investment (or portion thereof) meets the criteria of more than one of the categories of Permitted Investments described in clauses (i) through (xxx) above, or is otherwise entitled to be incurred or made pursuant to Section 9.03, the Company will be entitled to classify (but not reclassify such Investment may be made by advance, contribution (or distribution by a Loan Party to a Restricted Subsidiary portion thereof) in one or Holdings, and further advanced more of such categories set forth above or contributed to a Restricted Subsidiary for purposes of making the relevant Investment in the Target Person without constituting an Investment for purposes of under Section 7.02 (it being understood that such Investment must satisfy the requirements of, and shall count towards any thresholds in, a provision of this Section 7.02 as if made by the applicable Loan Party directly to the Target Person)9.03.

Investments. Make or hold any Investments, exceptexcept the following permitted investments: (a) Investments by the Borrower or any of its Restricted Subsidiaries a Subsidiary in assets that were cash or Cash Equivalents when such Investment was made; (b) loans or advances to officersExcept as otherwise provided in Section 7.02(j), directors asset purchases (including purchases of inventory, supplies and employees of any Loan Party (or any direct or indirect parent thereof) or any of its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes and (ii) in connection with such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made in cashmaterials), the amount licensing of such loans intellectual property and advances used the contribution of intellectual property pursuant to acquire such Equity Interests shall be contributed to joint marketing arrangements with other Persons, in each case in the Borrower in cash as common equity; provided, further, that ordinary course of business the aggregate principal amount outstanding value of which at any time under this clause (ii) shall does not exceed $5,000,000 and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under this clause (iii) shall not exceed $5,000,000.500,000; (c) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary that is not a other Loan Party; provided, that Investments made in reliance on clause (iii) shall not exceed the greater of $6,500,000 and 10% of Consolidated EBITDA on a pro forma basis; provided, further that no such Investments made pursuant to this clause (iii) in the form of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement and (y) all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany Note; (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business[Reserved]; (e) Investments (excluding loans and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectively; (f) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date, in each case and set forth on Schedule 7.02(f7.02(g) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings the Borrower or any Restricted Subsidiary in Holdings the Borrower or any other Restricted Subsidiary and any modification, renewal renewal, reinvestment or extension thereof thereof; provided that does the amount of any Investment permitted pursuant to this Section 7.02(e) is not increase increased from the value thereofamount of such Investment on the Closing Date except as contemplated by the terms of such Investment on the Closing Date and set forth on Schedule 7.02(g) or as otherwise permitted by this Section 7.02; (gf) Investments in Swap Contracts permitted under Section 7.03(f)7.03; (g) [Reserved]; (h) promissory notes, securities and other Investments that do not exceed at any time the sum of $100,000; (i) Investments constituting the non-cash portion of consideration received in connection with Dispositions a Disposition permitted by Section 7.05; (i) any acquisition of all or substantially all the assets of a Person or any Equity Interests in a Person that becomes a Restricted Subsidiary 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), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (Aj) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created of Royalty Interests; provided that, with respect to each purchase or acquired Restricted Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under made pursuant to this Section 7.02(i)7.02(j) (each, a “Permitted Acquisition”);): (ji) Investments constituting a part the Royalty Interests acquired shall be held by the Borrower or its Subsidiaries and shall have complied with the requirements of Section 6.11, within the times specified therein (for the avoidance of doubt, this clause (i) shall not override any provisions of the TransactionsCollateral and Guarantee Requirement); and (ii) immediately before and immediately after giving Pro Forma Effect to any such purchase or other acquisition, no Default or Event of Default shall have occurred and be continuing; (k) Investments in the ordinary course of business consisting of UCC Article 3 III endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices;deposit; and (l) Investments (including debt obligations and Equity Interests) constituting the non-cash portion of consideration received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to any direct or indirect parent of the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent a Disposition permitted to be made to such parent in accordance with by Section 7.06(f), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write downs or write offs thereof) at any time not to exceed the greater of $19,500,000 and 30% of Consolidated EBITDA (in each case, increased by (A) any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary); (o) Investments made in respect of joint ventures or other similar agreements or partnerships not to exceed the greater of $13,000,000 and 20% of Consolidated EBITDA (plus the amount of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts); (p) advances of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of Holdings; (r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) Investments made by a Restricted Subsidiary that is not a Loan Party to the extent such Investments are financed with the proceeds received by such Restricted Subsidiary from an Investment in such Restricted Subsidiary by a Loan Party permitted under this Section 7.02; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; and (w) so long as no Default or Event of Default under Section 8.01(a) or 8.01(f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 3.75 :1.00. To the extent an Investment is permitted to be made by a Loan Party directly in any Restricted Subsidiary or any other Person who is not a Loan Party (each such person, a “Target Person”) under any provision of this Section 7.02, such Investment may be made by advance, contribution or distribution by a Loan Party to a Restricted Subsidiary or Holdings, and further advanced or contributed to a Restricted Subsidiary for purposes of making the relevant Investment in the Target Person without constituting an Investment for purposes of Section 7.02 (it being understood that such Investment must satisfy the requirements of, and shall count towards any thresholds in, a provision of this Section 7.02 as if made by the applicable Loan Party directly to the Target Person)7.05.

Investments. Make No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or hold indirectly, make or own any InvestmentsInvestment in any Person, including any Joint Venture, except: (ai) Investments by the Borrower or any of its Restricted Subsidiaries in assets that were cash or and Cash Equivalents when such Investment was madeand Marketable Securities; (bii) loans or advances to officers, directors and employees of any Loan Party Investments (including intercompany loans) in Company or any direct or indirect parent thereofRestricted Subsidiary of Company; (iii) or any of its other Investments (including Investments in Unrestricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes and (ii) in connection with such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent thereof or to permit the payment of taxes with respect theretoJoint Ventures); provided that, at the time any such Investment is made, (A) such Investment does not exceed an aggregate amount equal to (1) the extent such loans greater of (x) $50,000,000 and (y) 5% of Consolidated Total Assets of Company and its Restricted Subsidiaries as of the last day of the most recent fiscal quarter in respect of which financial statements have been delivered pursuant to Section 7(a)(i) or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity; provided, further, that the aggregate principal amount outstanding at any time under this clause (ii) shall not exceed $5,000,000 or Section 2(p) and calculated on a Pro Forma Basis, plus (iii2) for any other purposes not described in the foregoing clauses return of capital from previous Investments made under subclause (iA)(1), less (3) any amount previously utilized under subclauses (A)(1) and (A)(2), or (B) such Investment is an Investment in a Joint Venture with a non-affiliate (including a Joint Venture that is minority-owned or majority-owned and including one structured as an Unrestricted Subsidiary) and such Investment does not exceed an aggregate amount equal to (1) the greater of (x) $250,000,000 and (y) 20% of Consolidated Total Assets of Company and its Restricted Subsidiaries as of the last day of the most recent fiscal quarter in respect of which financial statements have been delivered pursuant to Section 7(a)(i) or (ii) or Section 2(p) and calculated on a Pro Forma Basis, plus (2) any return of capital from previous investments made under this subclause (B), less (3) any amounts previously utilized under subclauses (B)(1) and (B)(2); provided that the aggregate principal amount outstanding at any time under this clause (iii) shall not exceed $5,000,000. (c) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided, that Investments made in reliance on clause (iii) shall not exceed the greater of $6,500,000 and 10% of Consolidated EBITDA on a pro forma basis; provided, further that no such Investments made pursuant to this clause (iii) in the form of intercompany loans shall be evidenced by a promissory note unless (x) the equity of any such promissory note is pledged to Joint Venture shall be held directly by the Administrative Agent in accordance with the terms of the Security Agreement Company or a Guarantor, and (y) all any such Joint Venture shall not have or incur any Indebtedness of any Loan Party owed to any Subsidiary that is not other than a Loan Party shall de minimus amount; provided that, amounts available under clause (iii)(A) may also be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany Noteutilized for an Investment under clause (iii)(B) as designated by Company; (div) Investments consisting loans and advances to employees or other providers of extensions services of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit Company and its Restricted Subsidiaries made in the ordinary course of business, and business in an aggregate principal amount not to exceed $10,000,000; (v) Investments received described in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits Schedule 8(g) to suppliers the Disclosure Letter; (vi) Swap Agreements which constitute Investments; (vii) trade receivables in the ordinary course of business; (eviii) Investments (excluding loans and advances made in lieu of Restricted Payments pursuant guarantees to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectively; (f) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date, in each case set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereof; (g) Investments in Swap Contracts permitted under Section 7.03(f); (h) promissory notes, securities and other non-cash consideration received insurers required in connection with Dispositions permitted by Section 7.05; (i) any acquisition of all or substantially all the assets of a Person or any Equity Interests in a Person that becomes a Restricted Subsidiary 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), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; worker’s compensation and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); (j) Investments constituting a part of the Transactions; (k) Investments insurance coverage arranged 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 practicesbusiness; (lix) Investments (including debt obligations and Equity Interestsobligations) received in connection with the bankruptcy or reorganization of suppliers and customers or and in good faith settlement of delinquent obligations of, or and other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investmentbusiness; (mx) loans and advances to intercompany Investments by any direct or indirect parent of the Borrower not Foreign Subsidiary in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such InvestmentForeign Subsidiary; (nxi) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereoflease, utility and without giving effect to any write downs or write offs thereof) at any time not to exceed the greater of $19,500,000 and 30% of Consolidated EBITDA (in each case, increased by (A) any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary); (o) Investments made in respect of joint ventures or other similar agreements or partnerships not to exceed the greater of $13,000,000 and 20% of Consolidated EBITDA (plus the amount of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts); (p) advances of payroll payments to employees deposits in the ordinary course of business; (ixii) Investments of any Person in existence at the time such Person becomes a Restricted Subsidiary; provided such Investment was not made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course anticipation of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of Holdings; (r) Investments of Person becoming a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) Investments made by a Restricted Subsidiary that is not a Loan Party to the extent such Investments are financed with the proceeds received by such Restricted Subsidiary from an Investment in such Restricted Subsidiary by a Loan Party permitted under this Section 7.02; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution AmountSubsidiary; and (wxiii) so long as no Default or Event the purchase of Default any Permitted Call Spread Transaction by Company and the performance of its obligations thereunder; provided that such Permitted Call Spread Transaction is permitted under Section 8.01(a) or 8.01(f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 3.75 :1.008(a). To the extent an Investment is permitted to be made by a Loan Party directly in any Restricted Subsidiary or any other Person who is not a Loan Party (each such person, a “Target Person”) under any provision For purposes of covenant compliance with this Section 7.028(g), such the amount of any Investment may shall be made by advancethe amount actually invested, contribution without adjustment for subsequent increases or distribution by a Loan Party to a Restricted Subsidiary or Holdings, and further advanced or contributed to a Restricted Subsidiary for purposes of making the relevant Investment decreases in the Target Person without constituting an Investment for purposes value of Section 7.02 (it being understood that such Investment must satisfy the requirements ofInvestment, and shall count towards less any thresholds inamount paid, a provision repaid, returned, distributed or otherwise received in cash in respect of this Section 7.02 as if made by the applicable Loan Party directly to the Target Person)such Investment.

Investments. Make or hold any Investments, except: (a) Investments by the Borrower or any of its a Restricted Subsidiaries Subsidiary in assets that were cash or Cash Equivalents when such Investment was made; (b) loans or advances to officers, directors directors, employees and employees consultants of any Loan Party (or any direct or indirect parent thereof) or any of its Holdings, the Borrower and the Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes and purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower Holdings (or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; thereof) (provided that, to the extent such loans or advances are made in cash, that the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity; provided, further, that the aggregate principal amount outstanding at any time under this clause (ii) shall not exceed $5,000,000 and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the , in an aggregate principal amount outstanding at any time under this clause (iii) shall not to exceed $5,000,000.3,000,000; (c) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings)Party, (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary that is also not a Loan Party; provided, that Investments made in reliance on clause (iii) by the Borrower or any Restricted Subsidiary in any Foreign Subsidiary; provided that (x) any Investment in the form of a loan or advance shall be evidenced by the Intercompany Note and, in the case of a loan or advance by a Loan Party, pledged by such Loan Party as Collateral pursuant to the Collateral Documents and (y) the aggregate amount of such Investments in Foreign Subsidiaries (together with, but without duplication, the aggregate consideration paid in respect of Permitted Acquisitions of Persons that do not become Loan Parties pursuant to Section 7.02(i)(B)) shall not exceed the greater of $6,500,000 and 10% of Consolidated EBITDA on a pro forma basis; provided, further that no such Investments made pursuant to this clause 25,000,000 (iii) in the form of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement and (y) all such Indebtedness net of any Loan Party owed to return representing a return of capital in respect of any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany Notesuch Investment); (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business; (e) Investments (excluding loans consisting of Liens, Indebtedness, fundamental changes, Dispositions and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f))7.03, 7.04 (other than 7.04(c)(ii) or (e))7.04, 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.137.06, respectively; (f) Investments (i) existing or contemplated on the Original Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date, in each case and set forth on Schedule 7.02(f) to the Original Credit Agreement as in effect immediately prior to the Second Restatement Effective Date and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Original Closing Date by Holdings the Borrower or any Restricted Subsidiary in Holdings the Borrower or any other Restricted Subsidiary and any modification, exchange in kind, renewal or extension thereof thereof; provided that does the amount of the original Investment is not increase increased except by the value thereofterms of such Investment or as otherwise permitted by this Section 7.02; (g) Investments in Swap Contracts permitted under Section 7.03(f)7.03; (h) promissory notes, securities notes and other non-cash noncash consideration received in connection with Dispositions permitted by Section 7.05; (i) any the purchase or other acquisition of all property and assets or substantially all the assets businesses of a any Person or any of assets constituting a business unit, a line of business or division of such Person, or Equity Interests in a Person that becomes that, upon the consummation thereof, will be a Restricted wholly owned Subsidiary or division or line of business the Borrower (including as a result of a Person merger or consolidation); provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.02(i) (or any subsequent Investment made in each, a Person, division or line of business previously acquired in a “Permitted Acquisition)”) which for the avoidance of doubt includes the Aspen Transaction: (A) subject to clause (B) below, in a single transaction any such newly created or series of related transactionsacquired Subsidiary (and, if immediately after giving effect thereto: (i) no Event of Default exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by under the Collateral and Guarantee Requirement, the Domestic Subsidiaries of such created or acquired Subsidiary) shall be a Guarantor and shall have complied with the requirements of Section 6.11, within the times specified therein; (AB) the propertyaggregate amount of consideration paid in respect of acquisitions of Persons that do not become Loan Parties (together with the aggregate amount of all Investments in Foreign Subsidiaries pursuant to Section 7.02(c)(iii)) and Subsidiaries that do not become Guarantors shall not exceed $25,000,000 (net of any return representing a return of capital in respect of any such Investment); (C) (1) immediately before and immediately after giving Pro Forma Effect to any such purchase or other acquisition, assets no Default shall have occurred and businesses acquired be continuing and (2) immediately after giving effect to such purchase or other acquisition, the Borrower and the Restricted Subsidiaries shall be in Pro Forma Compliance with all of the covenants set forth in Section 7.11, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby and evidenced by a certificate from the Chief Financial Officer of the Borrower demonstrating such compliance calculation in reasonable detail; and (D) the Borrower shall constitute Collateral and have delivered to the Administrative Agent, on behalf of the Lenders, no later than five (B5) Business Days after the date on which any such newly created purchase or acquired Restricted Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary) shall become acquisition is consummated, a Guarantorcertificate of a Responsible Officer, in each case form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in accordance with Section 6.11 this clause (any i) have been satisfied or will be satisfied on or prior to the consummation of such acquisition under this Section 7.02(i), a “Permitted Acquisition”)purchase or other acquisition; (j) Investments constituting a part of the TransactionsOriginal Closing Date 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 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 Holdings (or any direct or indirect parent of the Borrower thereof) in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to Holdings (or such parent parent) in accordance with Section 7.06(f), (gSections 7.06(g), (h), ) or (i); (n) so long as immediately after giving effect to any such Investment, no Default has occurred and is continuing, other Investments in an aggregate amount that does not exceed the sum of (j), i) $22,500,000 and (lii) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to any repayments, interest, returns, profits, distributions, income and similar amounts actually theretofore received in cash in respect of any such Investment; (no) so long as immediately after giving effect to any such Investment, no Default has occurred and is continuing, and the Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11, other Investments (including Permitted Acquisitions) in an aggregate amount pursuant not to this Section 7.02(n) (valued at exceed the Cumulative Growth Amount immediately prior to the time of the making thereof, and without giving effect to any write downs or write offs thereof) at any time not to exceed the greater of $19,500,000 and 30% of Consolidated EBITDA (in each case, increased by (A) any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary); (o) Investments made in respect of joint ventures or other similar agreements or partnerships not to exceed the greater of $13,000,000 and 20% of Consolidated EBITDA (plus the amount of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts)Investment; (p) advances of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (iiq) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent capital stock of Holdings; (r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) Investments made by a Restricted Subsidiary that is not a Loan Party to the extent such Investments are financed with the proceeds received by such Restricted Subsidiary from an Investment in such Restricted Subsidiary by a Loan Party permitted under this Section 7.02; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; and (w) so long as no Default or Event of Default under Section 8.01(a) or 8.01(f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 3.75 :1.00. To the extent an Investment is permitted to be made by a Loan Party directly in any Restricted Subsidiary or any other Person who is not a Loan Party (each such person, a “Target Person”) under any provision of this Section 7.02, such Investment may be made by advance, contribution or distribution by a Loan Party to a Restricted Subsidiary or Holdings, and further advanced or contributed to a Restricted Subsidiary for purposes of making the relevant Investment in the Target Person without constituting an Investment for purposes of Section 7.02 (it being understood that such Investment must satisfy the requirements of, and shall count towards any thresholds in, a provision of this Section 7.02 as if made by the applicable Loan Party directly to the Target Person).

Investments. Make or hold any Investments, except: (a) Investments by the Borrower or any of its a Restricted Subsidiaries Subsidiary in assets that were cash or Cash Equivalents when such Investment was made; (b) loans or advances to officers, directors directors, partners and employees of any Loan Party (the Borrower 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 and (ii) in connection with such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity; provided, further, that the aggregate principal amount outstanding at any time under this clause (ii) shall not exceed $5,000,000 and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the in an aggregate principal amount outstanding at any time under this clause (iiib)(ii) shall not to exceed $5,000,000.2,500,000; (c) asset purchases (including purchases of inventory, supplies and materials) and the licensing or contribution of intellectual property pursuant to joint marketing or other arrangements with other Persons, in each case in the ordinary course of business; (d) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted other Loan Party, (ii) by any Subsidiary that in any Loan Party, (iii) by any Non-Loan Party in any other Non-Loan Party, (iv) by a Loan Party in a Non-Loan Party to the extent such Investment is made to fund all or any portion of (and up to an amount not a exceeding) an Investment by such Non-Loan Party in reliance on and in accordance with Section 7.02(j), (n), (s) (t) or (tz), and (v) by any Loan Party in any Non-Loan Party; provided, provided that the aggregate amount of such Investments made in reliance on Non-Loan Parties pursuant to clause (iiiv), as valued at cost at the time each such Investment is made and including all related commitments for future Investments, shall not exceed (A) the greater of (x) $50,000,00075,000,000 and (y) 4.06.0% of Total Assets (measured at the time of the making of such Investment) plus (B) an amount equal to any distributions, returns of capital or sale proceeds actually received by Loan Parties in cash in respect of any Investments under clause (v) (which amount shall not exceed the greater amount of $6,500,000 and 10% of Consolidated EBITDA on a pro forma basis; provided, further that no such Investments made pursuant to this clause (iii) in Investment valued at cost at the form of intercompany loans shall be evidenced by a promissory note unless (x) time such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement and (y) all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany NoteInvestment was made); (de) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business; (ef) Investments (excluding loans consisting of Liens, Indebtedness, fundamental changes, Dispositions and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections Section 7.01, Section 7.03 (other than 7.03(c) and (d) and the proviso to (fSection 7.03(e)), Section 7.04 (other than 7.04(c)(ii) or (eSection 7.04(e)), Section 7.05 (other than Sections 7.05(d)(ii), (e) and (ep)), ) and Section 7.06 (other than Section 7.06(d) or (h)(iv)) and 7.13), respectively; provided, however, that no Investments may be made solely pursuant to this Section 7.02(f); (fg) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date, in each case and set forth on Schedule 7.02(f7.02(g) and Investments consisting of any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) of any Investment existing on the Closing Date; provided that the amount of any Investment permitted pursuant to this Section 7.02(g) is not increased from the amount of such Investment on the Closing Date except pursuant to the terms of such Investment as of the Closing Date or as otherwise permitted by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereofthis Section 7.02; (gh) Investments in Swap Contracts permitted under Section 7.03(f7.03(g); (hi) promissory notes, securities notes and other non-cash noncash consideration received in connection with Dispositions permitted by Section 7.057.05 (other than Sections 7.05(d)(ii), (e) and (p)); (ij) any the purchase or other acquisition of all property and assets or substantially all the assets businesses of a any Person or any of assets constituting a business unit, a line of business or division of such Person, or Equity Interests in a Person that becomes that, upon the consummation thereof, will be a Restricted Subsidiary or division or line of business the Borrower (including as a result of a Person merger or consolidation) (or any subsequent Investment made in a Person, division or line of business previously acquired in a Permitted Acquisition), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i)each, a “Permitted Acquisition”); ; provided that (ji) Investments constituting immediately before and immediately after giving Pro Forma Effect to any such purchase or other acquisition (including a part Material Acquisition), no Default or Event of Default shall have occurred and be continuing, (iii) after giving Pro Forma Effect to any such purchase or other acquisition and the incurrence of any Indebtedness in connection therewith, the Borrower shall be in compliance with the Financial Covenant as of the Transactionsend of the most recent Test Period, (iii (provided that if a Material Acquisition has occurred after the last day of the fiscal quarter for which pro forma compliance with the Financial Covenant is calculated and on or prior to such date, then any related increase of the Financial Covenant level that may then be applicable under Section 7.10(y) shall be given effect for purposes of determining such pro forma compliance), (ii) after giving effect to such acquisition, the Borrower shall be in compliance with Section 6.11 and Section 6.13 (within the time period specified therein), to the extent applicable, and (iviii) the aggregate purchase consideration paid by Loan Parties for the acquisition of Persons that do not become Guarantors and assets acquired by Non-Loan Parties shall not exceed $250,000,000375,000,000; (k) the Transaction; (l) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (lm) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (mn) loans and advances to any direct or indirect parent of Investments as valued at cost at the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), time each such Investment being treated is made and including all related commitments for purposes of the applicable clause of Section 7.06future Investments, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; not exceeding the Available Amount; provided that (nx) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of any such Investment, no Default or Event of Default shall have occurred and be continuing or would result therefrom and (y) in the making thereof, and without giving effect to case of any write downs or write offs thereof) at any time not to exceed the greater such Investment in an amount in excess of $19,500,000 and 30% 15,000,000, the Borrower has delivered to the Administrative Agent a certificate of Consolidated EBITDA (in each casea Responsible Officer, increased together with all relevant financial information reasonably requested by (A) any return in respect thereofthe Administrative Agent, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts and (B) demonstrating the gain in any fair market value calculation of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary)Available Amount; (o) Investments made in respect of joint ventures or other similar agreements or partnerships not to exceed the greater of $13,000,000 and 20% of Consolidated EBITDA (plus the amount of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts); (p) advances of payroll payments to employees in the ordinary course of business; (ip) Investments made in held by SHL and its Subsidiaries on the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of HoldingsClosing Date; (rq) Investments of held by a Restricted Subsidiary acquired after the Closing Date or of a Person corporation merged or amalgamated or consolidated into the Borrower or merged or consolidated with a Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; (r) Guarantee Obligations of the Borrower or any Restricted Subsidiary in respect of leases (other than Capitalized Leases) or of other obligations that do not constitute Indebtedness; (s) Investments made by a Restricted Subsidiary that is not a Loan Party to the extent that payment for such Investments are financed is made solely with Qualified Equity Interests of the proceeds received by such Restricted Subsidiary from an Investment in such Restricted Subsidiary by a Loan Party permitted under this Section 7.02Borrower; (t) other Investments (i) (x) made (or made pursuant to commitments or agreements made) prior to the Amendment No. 34 Effective Date pursuant to this clause (t) as in deposit accountseffect prior to the Amendment No. 34 Effective Date, securities accounts as set forth on Schedule 7.02(t) (other than Investments, commitments and commodities accounts maintained agreements having an aggregate value not in excess of $10,000,000) and (y) Investments consisting of any modification, replacement, renewal, reinvestment or extension of any Investment made pursuant to Section 7.02(t)(i)(x); provided that the amount of any Investment permitted pursuant to this Section 7.02(t)(i)(y) is not increased from the amount of such Investment on the Amendment No. 34 Effective Date except pursuant to the terms of such Investment as of the Amendment No. 34 Effective Date or as otherwise permitted by this Section 7.02 and (ii) made after the Amendment No. 34 Effective Date in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future Investments, not to exceed $50,000,000,75,000,000, plus an amount equal to any distributions, returns of capital or sale proceeds actually received by Loan Parties in cash in respect of any Investments made under this clause (t) (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (u) prior to the Closing Date, loans, advances and transfers of property to any Domestic Subsidiary of the Borrower; (v) Guarantee Obligations of the Borrower or any Restricted Subsidiary in connection with the provision of credit card payment processing services; (w) contributions to a “rabbi” trust for the benefit of employees or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; and (x) Investments to finance the SHL Acquisition and any Investments arising from any step or transaction referred to in the Structure Memorandum to implement the SHL Acquisition and Refinancing; (y) receivables owing to the Borrower or any of its Restricted SubsidiariesSubsidiaries and advances to suppliers, in each case, if created, acquired or made in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (iiz) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior other Investment provided that, after giving Pro Forma Effect to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply made pursuant to this clause (v)(ii) to z), the extent such Investment is made within 12 months Net Leverage Ratio shall not exceed 3.50:1.00 as of the date end of designation of such Available Excluded Contribution Amount; and (w) so long as the most recent Test Period and no Default or Event of Default under Section 8.01(a), (f) or 8.01(f(g) shall have occurred and be continuing or would otherwise result therefrom, other ; (aa) Investments in JV Entities in an aggregate amount at any time outstanding not to exceed the greater of (i) $100 million and (ii) 7.5% of Total Assets; and (bb) Investments as may be necessary (as reasonably determined by the Borrower) to effectuate a Reorganization; and (cc) to the excluded such that the Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis would be less than or equal Excluded Contributions have not been used and are not then being used to 3.75 :1.00. To the extent an Investment is permitted make Restricted Payments pursuant to be made by a Loan Party directly in any Restricted Subsidiary Section 7.06(o) or any other Person who is not a Loan Party (each such personpayments pursuant to Section 7.09(a)(v), a “Target Person”) under any provision Investments made with Excluded Contributions. For purposes of determining compliance with this Section 7.02, in the event that an Investment meets the criteria of more than one of the categories of Investments described in clauses (a) through (xcc) above, the Borrower may, in its sole discretion, divide, classify and, except with respect to any Investment made under Section 7.02(n) or (z), reclassify such Investment may be made by advance(or any portion thereof) in one or more of the above clauses. The accrual of interest, contribution or distribution by a Loan Party to a Restricted Subsidiary or Holdings, the accretion of accreted value and further advanced or contributed to a Restricted Subsidiary for purposes the payment of making the relevant Investment interest in the Target Person without constituting form of additional Indebtedness shall not be deemed to be an Investment for purposes of Section 7.02 (it being understood that such Investment must satisfy the requirements of, and shall count towards any thresholds in, a provision of this Section 7.02 as if made by the applicable Loan Party directly to the Target Person)7.02.

Investments. Make The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, make or hold own any Investments, Investment in any other Person except: (a) Cash or Investments by the Borrower or any of its Restricted Subsidiaries in assets that were cash or Cash Equivalents when such Investment was at the time made; (b) loans or advances to officers, directors and employees of any Loan Party (or any direct or indirect parent thereof) or any of its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes and (ii) in connection with such Person’s purchase of Equity Interests of Investments existing on the Borrower or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity; provided, further, that the aggregate principal amount outstanding at any time under this clause (ii) shall not exceed $5,000,000 and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under this clause (iii) shall not exceed $5,000,000. (c) Investments (i) by the Borrower or any Restricted Subsidiary Closing Date in any Loan Party (other than Holdings)subsidiary, (ii) by any Investments made after the Closing Date among the Borrower and/or one or more Restricted Subsidiary Subsidiaries that is not a are Loan Party in any other Restricted Subsidiary that is not a Loan Party and Parties, (iii) Investments made after the Closing Date by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided, that Investments made Party in reliance on clause (iii) shall an aggregate outstanding amount not to exceed the greater of $6,500,000 160,000,000 and 104.0% of Consolidated EBITDA on Total Assets as of the last day of the most recently ended Test Period (iv) Investments made by any Loan Party and/or any Restricted Subsidiary that is not a pro forma basisLoan Party in the form of any contribution or Disposition of the Capital Stock of any Person that is not a Loan Party; providedprovided that, further prior to such contribution or Disposition or series of transactions resulting in such contribution or Disposition, such Capital Stock was not owned directly by a Loan Party and (v) Investments made by any Restricted Subsidiary that no is not a Loan Party in any Loan Party; (c) Investments (i) constituting deposits, prepayments and/or other credits to suppliers and/or (ii) in the form of advances made to distributors, suppliers, licensors and licensees, in each case, in the ordinary course of business or, in the case of clause (ii), to the extent necessary to maintain the ordinary course of supplies to the Borrower or any Restricted Subsidiary; (d) Investments in Unrestricted Subsidiaries; provided that immediately after giving effect to any such Investment, the amount invested in the applicable Unrestricted Subsidiary pursuant to this clause (d), when aggregated with the amounts then invested in all other Unrestricted Subsidiaries pursuant to this clause (d), shall not exceed at any time outstanding the greater of $40,000,000 and 1.0% of Consolidated Total Assets as of the last day of the most recent Test Period; (e) (i) Permitted Acquisitions and (ii) Investments in Restricted Subsidiaries that are not Loan Parties in amounts required to permit such Restricted Subsidiaries to consummate Permitted Acquisitions; provided that the aggregate amount of Investments made pursuant to this clause (iiiii) in the form of intercompany loans shall be evidenced by a promissory note unless not exceed (x) such promissory note is pledged to the Administrative Agent in accordance with the terms greater of $160,000,000 and 4.0% of Consolidated Total Assets as of the Security Agreement and last day of the most recent Test Period minus (y) all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations aggregate total consideration paid pursuant to the terms clause (b)(ii)(A) of the Intercompany Notedefinition of “Permitted Acquisition”; (df) Investments (i) existing on, or contractually committed to or contemplated as of, the Closing Date and described on Schedule 6.06 and (ii) any modification, replacement, renewal or extension of any Investment described in clause (i) above so long as no such modification, renewal or extension thereof increases the amount of such Investment except by the terms thereof or as otherwise permitted by this Section 6.06); (g) Investments received in lieu of Cash in connection with any Disposition permitted by Section 6.07; (h) loans or advances to present or former employees, directors, members of management, officers, managers or consultants or independent contractors (or their respective Immediate Family Members) of any Parent Company, the Borrower and its subsidiaries to the extent permitted by Requirements of Law, in connection with such Person’s purchase of Capital Stock of any Parent Company, either (i) in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding or (ii) so long as the proceeds of such loan or advance are substantially contemporaneously contributed to the Borrower for the purchase of such Capital Stock; (i) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business; (e) Investments (excluding loans and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectively; (f) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date, in each case set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereof; (g) Investments in Swap Contracts permitted under Section 7.03(f); (h) promissory notes, securities and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (i) any acquisition of all or substantially all the assets of a Person or any Equity Interests in a Person that becomes a Restricted Subsidiary 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), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); (j) Investments constituting a part consisting of Indebtedness permitted under Section 6.01 (other than Indebtedness permitted under Sections 6.01(b) and (h)), Permitted Liens, Restricted Payments permitted under Section 6.04 (other than Section 6.04(a)(ix)), Restricted Debt Payments permitted by Section 6.04 and mergers, consolidations, amalgamations, liquidations, windings up, dissolutions or Dispositions permitted by Section 6.07 (other than Section 6.07(a) (if made in reliance on subclause (ii)(y) of the Transactionsproviso thereto), Section 6.07(b) (if made in reliance on clause (ii) therein), Section 6.07(c)(ii) (if made in reliance on clause (B) therein) and Section 6.07(g)); (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practicescustomers; (l) Investments (including debt obligations and Equity InterestsCapital Stock) received (i) in connection with the bankruptcy or reorganization of suppliers and customers or any Person, (ii) in settlement of delinquent obligations of, or other disputes with, customers customers, suppliers and suppliers other account debtors arising in the ordinary course of business or business, (iii) upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured InvestmentInvestment and/or (iv) as a result of the settlement, compromise, resolution of litigation, arbitration or other disputes; (m) loans and advances of payroll payments or other compensation to present or former employees, directors, members of management, officers, managers or consultants of any direct or indirect parent of the Borrower not in excess of the amount of Parent Company (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted such payments or other compensation relate to be made services provided to such parent in accordance with Section 7.06(fParent Company (but excluding, for the avoidance of doubt, the portion of any such amount, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrower and/or its subsidiaries)), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including Borrower and/or any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write downs or write offs thereof) at any time not to exceed the greater of $19,500,000 and 30% of Consolidated EBITDA (in each case, increased by (A) any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary); (o) Investments made in respect of joint ventures or other similar agreements or partnerships not to exceed the greater of $13,000,000 and 20% of Consolidated EBITDA (plus the amount of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts); (p) advances of payroll payments to employees subsidiary in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (iin) Investments to the extent that payment for such Investments therefor is made solely with Qualified Equity Interests Capital Stock of Holdings any Parent Company or Equity Interests Capital Stock (other than Disqualified Capital Stock) of Holdings the Borrower or any direct or indirect parent Restricted Subsidiary, in each case, to the extent not resulting in a Change of HoldingsControl; (ri) Investments of a any Restricted Subsidiary acquired after the Closing Date Date, or of a any Person acquired by, or merged into or consolidated or amalgamated or consolidated into with, the Borrower or any Restricted Subsidiary in accordance with Section 7.04 after the Closing Date Date, in each case as part of an Investment otherwise permitted by this Section 6.06 to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such the relevant acquisition, merger merger, amalgamation or consolidationconsolidation and (ii) any modification, replacement, renewal or extension of any Investment permitted under clause (i) of this Section 6.06(o) so long as no such modification, replacement, renewal or extension thereof increases the amount of such Investment except as otherwise permitted by this Section 6.06; (sp) Investments made by a Restricted Subsidiary that is not a Loan Party to the extent such Investments are financed in connection with the proceeds received by such Restricted Subsidiary from an Investment in such Restricted Subsidiary by a Loan Party permitted under this Section 7.02Transactions; (tq) Investments made after the Closing Date by the Borrower and/or any of its Restricted Subsidiaries in deposit accountsan aggregate amount not to exceed: (i) at any time outstanding, securities accounts the greater of $160,000,000 and commodities accounts maintained 4.0% of Consolidated Total Assets as of the last day of the most recently ended Test Period, plus (ii) at any time outstanding, the greater of $160,000,000 and 4.0% of Consolidated Total Assets as of the last day of the most recently ended Test Period, minus (A) the amount of Restricted Payments made by the Borrower or any Restricted Subsidiary in reliance on Section 6.04(a)(x), minus (B) the amount of Restricted Debt Payments made by the Borrower or any Restricted Subsidiary in reliance on Section 6.04(b)(iv)(B), plus (iii) at any time outstanding, the greater of $160,000,000 and 4.0% of Consolidated Total Assets as of the last day of the most recently ended Test Period, minus the amount of Restricted Debt Payments made in reliance on Section 6.04(b)(iv)(A), plus (iv) in the event that (A) the Borrower or any of its Restricted SubsidiariesSubsidiaries makes any Investment after the Closing Date in any Person that is not a Restricted Subsidiary and (B) such Person subsequently becomes a Restricted Subsidiary, an amount equal to 100.0% of the fair market value of such Investment as of the date on which such Person becomes a Restricted Subsidiary; (ur) Investments constituting made after the Closing Date by the Borrower and/or any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any its Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall in an aggregate outstanding amount not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using to exceed (i) the Cumulative Credit at portion, if any, of the Available Amount on such time and date that the Borrower elects to apply to this clause (r)(i) plus (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(iir)(ii); (i) to the extent such Investment is made within 12 months Guarantees of leases (other than Capital Leases) or of other obligations not constituting Indebtedness and (ii) Guarantees of the date lease obligations of designation suppliers, customers, franchisees and licensees of such Available Excluded Contribution Amount; andthe Borrower and/or its Restricted Subsidiaries, in each case, in the ordinary course of business; (wt) so long as no Default or Event of Default Investments in any Parent Company in amounts and for purposes for which Restricted Payments to such Parent Company are permitted under Section 8.01(a6.04(a); provided that any Investment made as provided above in lieu of any such Restricted Payment shall reduce availability under the applicable Restricted Payment basket under Section 6.04(a); (u) or 8.01(f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 3.75 :1.00. To the extent an Investment is permitted to be made by a Loan Party directly in any Restricted Subsidiary or any other Person who that is not a Loan Party with the proceeds received by such Restricted Subsidiary from an Investment made by any Loan Party in such Restricted Subsidiary pursuant to this Section 6.06 (each other than Investments made pursuant to clause (ii) of Section 6.06(e) or Section 6.06(x)); (v) Investments in subsidiaries and joint ventures in connection with reorganizations and related activities related to tax planning; provided that, after giving effect to any such personreorganization and/or related activity, the security interest of the Administrative Agent in the Collateral, taken as a “Target Person”whole, is not materially impaired; (w) Investments under any provision Derivative Transaction of the type permitted under Section 6.01(s); (x) Investments made in connection with the creation, formation and/or acquisition of any joint venture, or in any Restricted Subsidiary to enable such Restricted Subsidiary to create, form and/or acquire any joint venture, in an aggregate outstanding amount not to exceed the greater of $80,000,000 and 2.0% of Consolidated Total Assets as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b), as applicable; (y) Investments made in joint venture as required by, or made pursuant to, buy/sell arrangements between the joint venture parties set forth in joint venture agreements and similar binding arrangements in effect on the Closing Date (other than any modification, replacement, renewal or extension of such Investments so long as no such modification, renewal or extension thereof increased the amount of any such Investment except by the terms thereof or as otherwise permitted by this Section 7.02, such Investment may be made by advance, contribution or distribution by a Loan Party 6.06); (z) unfunded pension fund and other employee benefit plan obligations and liabilities to a Restricted Subsidiary or Holdings, and further advanced or contributed the extent that they are permitted to a Restricted Subsidiary for purposes of making the relevant Investment remain unfunded under applicable law; (aa) Investments in the Target Person without constituting an Investment for purposes Borrower, any subsidiary and/or any joint venture in connection with intercompany cash management arrangements and related activities in the ordinary course of Section 7.02 business; (it being understood that such Investment must satisfy bb) additional Investments so long as, after giving effect thereto on a Pro Forma Basis, the requirements of, Total Leverage Ratio does not exceed 4.75:1.00; (cc) Investments consisting of the licensing or contribution of IP Rights pursuant to joint marketing arrangements with other Persons; and shall count towards (dd) Investments made in connection with any thresholds in, a provision of this Section 7.02 as if made by the applicable Loan Party directly to the Target Person)NMTC Transaction.

Investments. Make any advance, loan, extension of credit (by way of guaranty or hold otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or make any other investment in, any Person (all of the foregoing, “Investments”), except: (a) Investments by extensions of trade credit in the Borrower ordinary course of business or any of its Restricted Subsidiaries in assets that were cash or Cash Equivalents when such Investment was made;consistent with past practice; (b) investments in Cash Equivalents; (c) (i) Guarantee Obligations permitted by Section 7.2 and (ii) Guarantee Obligations arising in the ordinary course of business or consistent with past practice with respect to other obligations that do not constitute Indebtedness; (d) loans or and advances to officers, directors and employees of any Loan Party (the Parent or any direct Subsidiary or indirect parent thereofParent Entity (including for travel, entertainment and relocation expenses) in an aggregate amount not to exceed the greater of (x) $15,000,000 and (y) 5.0% of Consolidated EBITDA for the most recently ended Test Period at any one time outstanding; (e) [reserved]; (f) Investments by the Parent or any of its Subsidiaries (i) for reasonable and customary business-related travelin the Parent or any Person that, entertainment, relocation and analogous ordinary business purposes and (ii) in connection prior to or concurrently with such Person’s purchase of Equity Interests of the Borrower investment, is or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity; provided, further, that the aggregate principal amount outstanding at any time under this clause (ii) shall not exceed $5,000,000 and (iii) for any other purposes not described in the foregoing clauses (i) and (ii)becomes a Subsidiary; provided that the aggregate principal amount outstanding at any time of Investments by Loan Parties in Subsidiaries that are not Loan Parties under this clause (iii) f), together with the aggregate amount of Investments by Loan Parties made pursuant to the proviso to Section 7.8(j), shall not exceed the greater of (x) $5,000,000.120,000,000 and (y) 40.0% of Consolidated EBITDA for the most recently ended Test Period at any one time outstanding; (cg) Investments (i) by the Borrower in Joint Ventures or any Restricted Subsidiary in any Loan Party (Person who, prior to the Investment, is not a Subsidiary and who becomes, as a result of the Investment, a Subsidiary that is not a Wholly Owned Subsidiary or in any other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is an aggregate amount pursuant to this Section 7.8(g), together with Investments outstanding pursuant to Section 7.8(ee), collectively, not a Loan Party to exceed the greater of (x) $135,000,000 and (iiiy) 45.0% of Consolidated EBITDA for the most recently ended Test Period at any one time outstanding plus, in each case, all dividends, distributions, interest, payments, returns of capital, repayments of other amounts received in cash, by the Loan Parties from Joint Ventures and Persons who become a Subsidiary as a result of such Investment or from such other Subsidiaries that are not Loan Parties; (h) Investments in existence on the Effective Date and, to the extent in excess of $5,000,000, listed on Schedule 7.8(h); provided that no such Investment is increased except as committed pursuant to the terms thereof on the Effective Date or permitted by the other provisions of this Section 7.8; (i) each Finance Subsidiary may execute and deliver one or more promissory notes (having terms customary for similar notes issued in transactions similar to a Permitted Receivables Financing) to the Parent and its Subsidiaries representing the purchase price of receivables sold to such Finance Subsidiary in a Permitted Receivables Financing, and the Parent and its Subsidiaries may contribute receivables and other assets of the type referred to in the definition of “Permitted Receivables Financing” to the capital of any Loan Party Finance Subsidiary in connection with a Permitted Receivables Financing; (j) acquisitions as long as, after giving effect thereto, the Parent would be in compliance on a Pro Forma Basis with the covenants in Section 7.1 for the most recently ended Test Period (in the case of any Restricted Subsidiary that is not a Loan Party; provided, that Investments acquisition made in reliance on clause (iiithis Section 7.8(j) shall not exceed the greater of $6,500,000 and 10% of Consolidated EBITDA on that is a pro forma basis; providedMaterial Acquisition, further that no such Investments made pursuant after giving effect to this clause (iiiany step-up applicable to Section 7.1(a) in the form of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged to the Administrative Agent extent that the first Test Period ending after the date of the consummation of such Material Acquisition would be an Increased Test Period in accordance with the terms of Section 7.1(a)); provided that the Security Agreement aggregate cash consideration paid or payable by a Loan Party for all acquisitions of (1) Subsidiaries that do not become Loan Parties or (2) all or substantially all the assets of a person or division or line of business of a person that will not be held by a Loan Party shall not exceed, together with the aggregate amount of Investments by Loan Parties made in Subsidiaries that are not Loan Parties pursuant to the proviso to Section 7.8(f), the greater of (x) $120,000,000 and (y) all such Indebtedness 40.0% of Consolidated EBITDA for the most recently ended Test Period at any Loan Party owed one time outstanding ; (k) Investments if, after giving effect thereto, the Total Leverage Ratio calculated on the date of incurrence thereof on a Pro Forma Basis would not exceed 3.25 to 1.00 (it being understood that any Subsidiary that is not a Loan Party Investment permitted at the time it was made shall be unsecured deemed to be permitted notwithstanding that the conditions specified in this clause (k) for such Investment may no longer be satisfied thereafter); provided that no Event of Default shall have occurred and subordinated be continuing or would result therefrom; (l) Investments by the Parent or any of its Subsidiaries in an aggregate outstanding amount not to exceed the Obligations pursuant to the terms portion, if any, of the Intercompany NoteAvailable Amount on such date that the Parent elects to apply to this clause (l); provided that no Event of Default shall have occurred and be continuing or would result therefrom; (dm) non-cash consideration received, to the extent permitted by the Loan Documents, in connection with the disposition of property permitted by this Agreement; (n) Investments consisting of extensions of credit in the nature of accounts receivable, notes receivable arising from the grant of trade credit, and guarantees for the benefit of existing or potential suppliers, customers, distributors, licensors, licensees, lessees and lessors, in each case in the ordinary course of business or consistent with past practice, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors; (o) Hedge Agreements entered into not for speculative purposes; (p) Investments in deposit accounts, securities accounts and commodity accounts maintained in the ordinary course of business, and to the extent constituting an Investment, Cash Management Obligations; (q) Investments by the Parent or any of its Subsidiaries in an aggregate amount (valued at cost) (for all Investments by the Parent and all Subsidiaries pursuant to this clause (q)) not to exceed the greater of (x) $135,000,000 and (y) 45.0% of Consolidated EBITDA for the most recently ended Test Period at any one time outstanding; (r) Investments to effect the Transactions; (s) Investments held by a Person that is acquired and becomes a Subsidiary or of a Person merged or amalgamated or consolidated into any Subsidiary, in each case after the Effective Date and which acquisition, merger, amalgamation or consolidation is permitted in accordance with another provision of this Section 7.8, to the extent that such Investments held by such Person were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation, and were in existence or committed to be made on the date of such acquisition, merger, amalgamation or consolidation; (t) any Investments in a Joint Venture to the extent such Investment is substantially contemporaneously repaid or refunded in full with a dividend or other distribution from such Joint Venture; (u) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses (or other grants or rights to use or exploit) or leases of other assets, Intellectual Property, or other rights, in each case in the ordinary course of business or consistent with past practice; (v) Investments maintained in connection with any Loan Party’s deferred compensation (or equivalent) plan in the ordinary course of business; (w) Investments consisting of rebates and 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 business or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of businessconsistent with past practice; (ex) any Investments (excluding loans and advances made in lieu of Restricted Payments pursuant to and limited acquired by Section 7.02(m) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectively; (f) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date, in each case set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings Parent or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereof; (g) Investments in Swap Contracts permitted under Section 7.03(f); (h) promissory notes, securities and other non-cash consideration received in connection with Dispositions permitted by Section 7.05;of its Subsidiaries: (i) in exchange for any acquisition of all other Investment or substantially all accounts receivables held by the assets Parent or any such Subsidiary in connection with or as a result of a Person bankruptcy, workout, reorganization or any Equity Interests in a Person that becomes a Restricted Subsidiary recapitalization of, or division settlement or line delinquent accounts and disputes with or judgments against, the issuer of business of a Person (such Investment or any subsequent Investment made in a Person, division or line of business previously acquired in a Permitted Acquisition), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default exists at the time of the signing of a definitive acquisition agreement with respect thereto; accounts receivable; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required as a result of a foreclosure by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase Parent or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); (j) Investments constituting a part of the Transactions; (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure its Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment;Investment in default; (miii) loans and advances to any direct or indirect parent as a result of the Borrower settlement, compromise or resolution of litigation, arbitration or other disputes with Persons who are not Affiliates; or (iv) in excess settlement of debts created in the ordinary course of business; (y) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and works compensation, performance and similar deposits in each case entered into as a result of the amount operations of the business in the ordinary course; (after giving effect to any other loans, advances or Restricted Payments z) Investments in respect thereof) Restricted Payments notes receivables payable to the extent Parent or any Subsidiary by the purchasers of assets purchased pursuant to Dispositions permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment;7.5; (naa) [reserved]; (bb) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write downs or write offs thereof) at any time not to exceed the greater of $19,500,000 and 30% of Consolidated EBITDA (in each case, increased by (A) any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts and (B) the gain in any fair market value Subsidiary consisting of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary); (o) Investments made reimbursement obligations in respect of joint ventures or other similar agreements or partnerships not the issuance of Letters of Credit for the account of such Subsidiary hereunder to exceed the greater support obligations of $13,000,000 and 20% of Consolidated EBITDA (plus the amount of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts);such Subsidiary; (pcc) advances of payroll and benefits payments to employees Permitted Payees in the ordinary course of business; (idd) to the extent they constitute Investments, any letters of credit issued or created by the Parent or its Subsidiaries pursuant to Sections 7.2(aa) or (cc); (ee) Investments made in Unrestricted Subsidiaries in an aggregate amount pursuant to this Section 7.8(ee), together with Investments outstanding pursuant to Section 7.8(g), collectively, not to exceed the greater of (x) $135,000,000 and (y) 45.0% of Consolidated EBITDA for the most recently ended Test Period plus, in each case, all dividends, distributions, interest, payments, returns of capital, repayments of other amounts received in cash, by Loan Parties from Unrestricted Subsidiaries; (ff) Investments consisting of (or resulting from) Indebtedness permitted under Section 7.2, Liens permitted under Section 7.3, transactions permitted by Section 7.4, Restricted Payments permitted under Section 7.6 (other than Section 7.6(k)), Restricted Debt Payments permitted by Section 7.15 and Dispositions permitted by Section 7.5 (other than Section 7.5(c)); (gg) Investments in the ordinary course of business consisting of endorsements for collection or deposit and customary trade arrangements with customers, vendors, suppliers, licensors, sublicensors, licensees and sublicensees; (hh) [reserved]; (ii) (i) Guarantees of leases or subleases (in connection with obtainingeach case other than Capital Leases) or of other obligations not constituting Indebtedness, maintaining or renewing client contracts (ii) Guarantees of the lease obligations of suppliers, customers, franchisees and loans or advances made to distributors and suppliers licensees of the Parent and/or its Subsidiaries, in each case, in the ordinary course of business or consistent with past practice and (iiiii) Investments consisting of guarantees of any supplier’s obligations in respect of commodity contracts solely to the extent such commodities related to the materials or products to be purchased by the Parent or any Subsidiary; (jj) Investments in Subsidiaries in connection with any Permitted Reorganization; (kk) [reserved]; (ll) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent that payment for such Investments is made solely with Qualified Equity Interests they are permitted to remain unfunded under applicable Requirements of Holdings or Equity Interests of Holdings or any direct or indirect parent of HoldingsLaw; (rmm) Investments consisting of the licensing, sublicensing or contribution of any Intellectual Property pursuant to joint marketing, collaboration or other similar arrangements with other Persons; (nn) contributions in connection with compensation arrangements to a “rabbi” trust for the benefit of employees, directors, partners, members, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a Restricted bankruptcy of Parent or any of its Subsidiaries; (oo) Investments consisting of exxxxxx money deposits required in connection with purchase agreements or other acquisitions or Investments otherwise permitted under this Section 7.8 and any other pledges or deposits permitted by Section 7.3; (pp) Term Loans repurchased by the Parent or a Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary pursuant to and subject to immediate cancellation in accordance with Section 7.04 after this Agreement; and (qq) Guarantee Obligations of Parent or any Subsidiary in respect of letters of support, guarantees or similar obligations issued, made or incurred for the Closing Date benefit of any Subsidiary of Parent to the extent that such Investments were not made in contemplation of required by law or in connection with such acquisition, merger, amalgamation any statutory filing or consolidation and were the delivery of audit opinions performed in existence on jurisdictions other than within the date of such acquisition, merger or consolidation; (s) Investments United States. Any Investment that when made by a Restricted Subsidiary that is not a Loan Party to the extent such Investments are financed complies with the proceeds received by requirements of the definition of the term “Cash Equivalents” may continue to be held notwithstanding that such Restricted Subsidiary Investment if made thereafter would not comply with such requirements. Notwithstanding the foregoing, no Investment consisting of or resulting from an Investment in such Restricted Subsidiary by a Loan Party permitted under this Section 7.02; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained any transfer or other Disposition of any material Intellectual Property by the Borrower Parent or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; and (w) so long as no Default or Event of Default under Section 8.01(a) or 8.01(f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 3.75 :1.00. To the extent an Investment is permitted to be made by a Loan Party directly in any Restricted Subsidiary or any other Person who is not a Loan Party (each such person, a “Target Person”) under any provision of this Section 7.02, such Investment may be made by advance, contribution or distribution by a Loan Party to a Restricted an Unrestricted Subsidiary or Holdings, and further advanced or contributed except pursuant to a Restricted Subsidiary for purposes of making the relevant Investment in the Target Person without constituting an Investment for purposes of Section 7.02 clause (it being understood that such Investment must satisfy the requirements of, and shall count towards any thresholds in, a provision of this Section 7.02 as if made by the applicable Loan Party directly to the Target Person)ee) above.

Investments. Make Purchase or hold acquire obligations or Equity Interests of, or any Investmentsother interest in, except: any Person, or make other investments except (a) Investments obligations issued or guaranteed by the Borrower United States of America or any of its Restricted Subsidiaries in assets that were cash or Cash Equivalents when such Investment was made; agency thereof, (b) loans commercial paper with maturities of not more than one hundred eighty (180) days and a published rating of not less than A-1 or advances to officers, directors and employees of any Loan Party P-1 (or any direct or indirect parent thereofthe equivalent rating), (c) or any certificates of its Subsidiaries time deposit and bankers’ acceptances having maturities of not more than one hundred eighty (180) days and repurchase agreements backed by United States government securities of a commercial bank if (i) for reasonable such bank has a combined capital and customary business-related travelsurplus of at least $500,000,000, entertainment, relocation and analogous ordinary business purposes and or (ii) in connection with such Person’s purchase its debt obligations, or those of Equity Interests a holding company of which it is a Subsidiary, are rated not less than A (or the Borrower or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity; provided, further, that the aggregate principal amount outstanding at any time under this clause (ii) shall not exceed $5,000,000 and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under this clause (iii) shall not exceed $5,000,000. (c) Investments (iequivalent rating) by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings)a nationally recognized investment rating agency, (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided, that Investments made in reliance on clause (iii) shall not exceed the greater of $6,500,000 and 10% of Consolidated EBITDA on a pro forma basis; provided, further that no such Investments made pursuant to this clause (iii) in the form of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement and (y) all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany Note; (d) Investments consisting U.S. money market funds that invest solely in obligations issued or guaranteed by the United States of America or an agency thereof, (e) investments in respect of Interest Rate Xxxxxx, (f) extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course Ordinary Course of businessBusiness, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business; (eg) Investments (excluding loans loan and advances to officers and employees made in lieu compliance with Section 7.5, (h) advances, loans or extensions of Restricted Payments pursuant to credit between Borrower and limited by any Credit Party made in compliance with Section 7.02(m) below) consisting of transactions permitted under Sections 7.017.5, 7.03 (other than 7.03(c) and (d) and the proviso to (f)), 7.04 (other than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(iv)) and 7.13, respectively; (f) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date, in each case as set forth on Schedule 7.02(f) and any modification7.4, replacement, renewal, reinvestment or extension thereof that does not increase the value thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereof; (g) Investments in Swap Contracts permitted under Section 7.03(f); (h) promissory notes, securities and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (i) any acquisition of all or substantially all the assets of a Person or any Equity Interests in a Person that becomes a Restricted Subsidiary 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), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i), a “Permitted Acquisition”); (j) Investments constituting a part the stock of the Transactions; any Credit Party, (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (m) loans and advances to any direct or indirect parent of the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with as allowed under Section 7.06(f), (g), (h), (i), (j)7.1, (l) or by and among Credit Parties to other Credit Parties, and (m)) notwithstanding any other limitation of this Section, such Investment being treated for purposes of the applicable clause of Section 7.06, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write downs or write offs thereof) at any time not to exceed the greater of $19,500,000 100,000 per year. Notwithstanding the foregoing, Borrower shall deposit all proceeds of issuances of equity and 30% of Consolidated EBITDA (in each case, increased by (A) any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income Indebtedness into the Investment Account and similar amounts and (B) the gain in any fair market value of the Investments made under this clause (n) in any Unrestricted Subsidiary at the time of redesignation pledged as a Restricted Subsidiary); (o) Investments made in respect of joint ventures or other similar agreements or partnerships not to exceed the greater of $13,000,000 and 20% of Consolidated EBITDA (plus the amount of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts); (p) advances of payroll payments to employees Collateral. Property in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings or any direct or indirect parent of Holdings; (r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into the Borrower or Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (s) Investments made by a Restricted Subsidiary that is not a Loan Party to the extent such Investments are financed with the proceeds received by such Restricted Subsidiary from an Investment in such Restricted Subsidiary by a Loan Party permitted under this Section 7.02; (t) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its Restricted Subsidiaries; (u) Investments constituting any part of a reorganization and other activities related to tax planning; provided that (i) Account may be invested at Borrower’s direction so long as no Event of Default shall have occurred and be continuing, (ii) any security interests granted to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to exists; provided that no such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at the time the Investment is entered into Property shall be Loan Parties after such Investments are completed, invested outside of Agent and (iv) such reorganization and other activities shall not impair or adversely affect in its Affiliates at any time when there is an outstanding balance under the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Revolving Credit at such time and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; and (w) so long as no Default or Event of Default under Section 8.01(a) or 8.01(f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 3.75 :1.00. To the extent an Investment is permitted to be made by a Loan Party directly in any Restricted Subsidiary or any other Person who is not a Loan Party (each such person, a “Target Person”) under any provision of this Section 7.02, such Investment may be made by advance, contribution or distribution by a Loan Party to a Restricted Subsidiary or Holdings, and further advanced or contributed to a Restricted Subsidiary for purposes of making the relevant Investment in the Target Person without constituting an Investment for purposes of Section 7.02 (it being understood that such Investment must satisfy the requirements of, and shall count towards any thresholds in, a provision of this Section 7.02 as if made by the applicable Loan Party directly to the Target Person)Facility.

Investments. Make or hold any Investments, except: (a) Investments by the Parent Borrower or any of its Restricted Subsidiaries in assets that were cash or Cash Equivalents when such Investment was made; (b) loans or advances to officers, directors and employees of any Loan Party Holdings (or any direct or indirect parent thereof) ), the Parent Borrower or any of its Subsidiaries Restricted Subsidiary (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary other business purposes and in the ordinary course of business or in accordance with previous practice, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower Holdings (or any direct or indirect parent thereof or to permit the payment of taxes with respect theretothereof); provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Parent Borrower in cash as common equity; provided, further, that the aggregate principal amount outstanding at any time under this clause (ii) shall not exceed $5,000,000 and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the , in an aggregate principal amount outstanding at any time under this clause (iii) shall not to exceed $5,000,000.20,000,000; (c) Investments in the CCU Term Note, and any modification, replacement, renewal, reinvestment or extension thereof in accordance with Section 7.12(c); (d) Investments (i) by the Parent Borrower or any Restricted Subsidiary in any that is a U.S. Loan Party (other than Holdings)in the Parent Borrower or any Restricted Subsidiary that is a U.S. Loan Party, (ii) by any Restricted Subsidiary that is not a Non-Loan Party in any other Non-Loan Party that is a Restricted Subsidiary, (iii) by any Non-Loan Party in the Parent Borrower or any Restricted Subsidiary that is not a Loan Party, (iv) by any Foreign Loan Party and in any other Foreign Loan Party, (iiiv) by any Loan Party in any Restricted Subsidiary that is not a U.S. Loan Party; provided, provided that Investments made in reliance on clause (iii) shall not exceed the greater aggregate amount of $6,500,000 and 10% of Consolidated EBITDA on a pro forma basis; provided, further that no such Investments made pursuant to this clause (iiiv) in when aggregated with all Investments made pursuant to Section 7.02(j)(B) shall not exceed at any time outstanding the form sum of intercompany loans shall be evidenced by a promissory note unless (x) the greater of $500,000,000 and 1.5% of Total Assets at the time of such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement Investment and (y) all the Available Amount at such time and (vi) by the Parent Borrower or any Restricted Subsidiary (A) in any Foreign Subsidiary, constituting an exchange of Equity Interests of such Foreign Subsidiary for Indebtedness or Equity Interests or a combination thereof of such Foreign Subsidiary or another Foreign Subsidiary so long as such exchange does not adversely affect the Collateral, (B) in any Foreign Subsidiary, constituting an exchange of Equity Interests of such Foreign Subsidiary for Indebtedness of such Foreign Subsidiary or (C) constituting Guarantees of Indebtedness or other monetary obligations of Foreign Subsidiaries owing to any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany NoteParty; (de) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business; (ef) Investments (excluding loans and advances made in lieu consisting of Liens, Indebtedness, transactions of the type subject to Section 7.04, Dispositions, Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting prepayments, redemptions, purchases, defeasances or other satisfactions of transactions Indebtedness permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (fSection 7.03(d)), 7.04 (other than 7.04(c)(ii) or (e))7.04, 7.05 (other than 7.05(d)(iiSections 7.05(d) and or (e)), 7.06 (other than Section 7.06(d) or (h)(iv)) and 7.137.12, respectively; (fg) Investments (i) existing or contemplated on the Closing Specified Date (other than the CCU Term Note) or made pursuant to legally binding written contracts in existence on the Closing Date, in each case date hereof and set forth on Schedule 7.02(f7.02(g) and any modification, replacement, renewal, reinvestment or extension thereof of any of the foregoing, to the extent permitted; provided that does the amount of any Investment permitted pursuant to this Section 7.02(g) is not increase increased from the value thereof and (ii) existing amount of such Investment on the Closing Specified Date except pursuant to the terms of such Investment as of the Specified Date or as otherwise permitted by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereofanother clause of this Section 7.02; (gh) Investments in Swap Contracts permitted under Section 7.03(f)7.03; (hi) promissory notes, securities notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (ij) any the purchase or other acquisition of all property and assets or substantially all the assets businesses of a any Person or any of assets constituting a business unit, a line of business or division of such Person, or Equity Interests in a Person that becomes that, upon the consummation thereof, will be a Restricted wholly-owned Subsidiary or division or line of business the Parent Borrower (except to the extent permitted by subclause (B) below) (including as a result of a Person merger, amalgamation or consolidation); provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.02(j) (or any subsequent Investment made in each, a Person, division or line of business previously acquired in a “Permitted Acquisition), in a single transaction or series of related transactions, if immediately after giving effect thereto: ”): (i) no Event of Default exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iiiA) to the extent required by the Collateral and Guarantee RequirementRequirement and the Collateral Documents, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) each applicable Loan Party and any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary and, to the extent required under the Collateral and Guarantee Requirement, the Subsidiaries of such created or an Unrestricted acquired Subsidiary) shall become a Guarantorbe Guarantors and shall have complied with the requirements of Section 6.11, in each case in accordance with Section 6.11 within the times specified therein (for the avoidance of doubt, this clause (A) shall not override any such acquisition under this Section 7.02(i), a “Permitted Acquisition”provisions of the Collateral and Guarantee Requirement); (B) the aggregate amount of Investments made in Persons that do not become U.S. Loan Parties pursuant to this clause (j), when aggregated with all Investments made pursuant to Section 7.02(d)(iv), shall not exceed at any time outstanding the sum of (i) the greater of $500,000,000 and 1.5% of Total Assets at the time of such Permitted Acquisition and (ii) the Available Amount at such time; (C) the acquired property, assets, business or Person is in a business permitted under Section 7.07; (D) immediately before and immediately after giving effect to any such purchase or other acquisition, no Default shall have occurred and be continuing; and (E) the Parent Borrower shall have delivered to the Administrative Agent, on behalf of the Lenders, no later than five (5) Business Days after the date on which any such purchase or other acquisition is consummated, a certificate of a Responsible Officer, certifying that all of the requirements set forth in this clause (j) Investments constituting a part have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition; (k) the Transactions; (kl) Investments in the ordinary course of business consisting of UCC Uniform Commercial Code Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (lm) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (mn) loans and advances to Holdings (or any direct or indirect parent of the Borrower thereof) in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) ), Restricted Payments to the extent permitted to be made to Holdings (or such parent direct or indirect parent) in accordance with Section 7.06(f), (g), (h), (i), (j), ) or (l) or (m), so long as such Investment being treated amounts are counted as Restricted Payments for purposes of such clauses; (o) (i)(A) Investments in a Securitization Entity in connection with a Qualified Securitization Financing; provided that any such Investment in a Securitization Entity is in the applicable clause form of Section 7.06a contribution of additional Securitization Assets or as customary Investments in a Securitization Entity in connection with a Qualified Securitization Financing, including any limitations, as if a Restricted Payment had been made and (ii) distributions or payments of Securitization Fees and purchases of Securitization Assets pursuant to a Securitization Repurchase Obligation in connection with a Qualified Securitization Financing. (p) other Investments that do not exceed in the aggregate at any time outstanding the sum of (i) the greater of $900,000,000 and 3.0% of the Total Assets determined as of the date of such clause Investment and (ii) the Available Amount at such time; provided, however, that the foregoing amount may be increased, to the extent not otherwise included in the determination of the Available Amount, an amount equal to such Investment; (n) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write downs or write offs thereof) at any time not to exceed the greater of $19,500,000 and 30% of Consolidated EBITDA (in each case, increased by (A) any return in respect thereof, including dividendsrepayments, interest, returns, profits, distributions, returns of principal, profits on sale, repayments, income and similar amounts actually received in cash in respect of any Investment pursuant to this clause (p) (which amount referred to in this sentence shall not exceed the amount of such Investment valued at the Fair Market Value of such Investment at the time such Investment was made); provided further, however, that if the Parent Borrower or any of its Restricted Subsidiaries make any Investments in Equity Interests of CCOH pursuant to this clause (p) that is a CCOH 90% Investment, upon CCOH and its wholly-owned Restricted Subsidiaries which are Material Domestic Subsidiaries and not Excluded Subsidiaries becoming. Subsidiary Guarantors and otherwise complying with Section 6.11, such Investments shall be deemed to be have been made pursuant to Section 7.02(v)(ii) (B) the gain in any fair market value of the and Investments made by CCOH and its Subsidiaries which are Subsidiary Guarantors shall be deemed to have been retroactively made by Loan Parties) and the amount previously utilized in connection with such Investment under this clause (np) in any Unrestricted Subsidiary at the time of redesignation as a Restricted Subsidiary)shall be restored; (o) Investments made in respect of joint ventures or other similar agreements or partnerships not to exceed the greater of $13,000,000 and 20% of Consolidated EBITDA (plus the amount of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts); (pq) advances of payroll payments to employees in the ordinary course of business; (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors and suppliers in the ordinary course of business and (iir) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings (or Equity Interests of Holdings or by any direct or indirect parent of Holdingsthereof); (rs) Investments of held by a Restricted Subsidiary acquired after the Closing Date in a transaction otherwise permitted under this Section 7.02 or of a Person merged or amalgamated with or into the Parent Borrower or merged, amalgamated or consolidated into the Borrower or with a Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger merger, amalgamation or consolidation; (st) Guarantees by the Parent Borrower or any of its Restricted Subsidiaries of leases (other than Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (u) for the avoidance of doubt to avoid double counting, Investments made by a any Restricted Subsidiary that is not a Loan Party to the extent such Investments are financed with the proceeds received by such Restricted Subsidiary from an Investment in such Restricted Subsidiary by a Loan Party permitted under made pursuant to clauses (d)(v), (j)(B) or (p) of this Section 7.02; (tv) Investments (i) in CCOH and its Restricted Subsidiaries pursuant to the CCOH Cash Management Arrangements and (ii) in CCOH constituting the acquisition of outstanding Equity Interests of CCOH not owned by the Parent Borrower and the Restricted Subsidiaries (whether by tender offer, open market purchase, merger or otherwise) so long as after giving effect to such acquisition, CCOH and its wholly-owned Restricted Subsidiaries which are Material Domestic Subsidiaries and not Excluded Subsidiaries become Subsidiary Guarantors hereunder and otherwise comply with Section 6.11; (i) cash Investments in any Foreign Subsidiary that is a Non-Loan Party by any Loan Party to the extent returned in the form of a cash dividend, distribution or other payment substantially concurrently with such cash Investment or (ii) non-cash Investments in any Foreign Subsidiary that is a Non-Loan Party by any Loan Party in the form of intercompany debt issued to such Loan Party in exchange for Equity Interests of another Foreign Subsidiary that is a Non-Loan Party that was held by such Loan Party, in each case, consummated on or before the second anniversary of the Closing Date in order to effect a corporate restructuring to improve the efficiency of repatriation of foreign cash flows; and (x) Investments in deposit accounts, securities accounts and commodities accounts maintained by the Borrower or any of its non-wholly-owned Restricted Subsidiaries;, joint ventures (regardless of the legal form) and Unrestricted Subsidiaries not to exceed in the aggregate at any one time outstanding the greater of $300,000,000 and 1.0% of Total Assets at the time of such Investment; and (uy) Investments constituting any part consisting of a reorganization extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other activities related credits to tax planning; provided suppliers in the ordinary course of business. Notwithstanding the foregoing, until the Existing Notes Condition shall have been satisfied, the Parent Borrower shall not directly acquire any material operating assets or Broadcast Licenses that are not promptly contributed to one or more Restricted Subsidiaries, other than (i) no Event Equity Interests of Default shall have occurred and be continuing, Restricted Subsidiaries that are Subsidiary Guarantors or (ii) any security interests granted wireless radio licenses used for intercompany communications and satellite earth station authorizations used for reception and transmission of programming or other communications; provided, however, such requirement will not apply if the acquisition of such operating assets or Broadcast Licenses by a Restricted Subsidiary (A) is reasonably likely to have material adverse tax, operational, or strategic consequences to the Administrative Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution Parent Borrower or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties at (as determined in good faith by the time the Investment is entered into shall be Loan Parties after such Investments are completed, and Parent Borrower) or (ivB) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority requires any approval of the Collateral Agent’s security interests in any Collateral; (v) Investments using (i) the Cumulative Credit at such time and (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (v)(ii) to the extent such Investment is made within 12 months of the date of designation of such Available Excluded Contribution Amount; and (w) so long as no Default or Event of Default under Section 8.01(a) or 8.01(f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 3.75 :1.00. To the extent an Investment is permitted to be made by a Loan Party directly in any Restricted Subsidiary FCC or any other Person who is Governmental Authority that has not a Loan Party been obtained (each the Parent Borrower agreeing to use commercially reasonable efforts to obtain any such person, a “Target Person”) under any provision of this Section 7.02, such Investment may be made by advance, contribution or distribution by a Loan Party to a Restricted Subsidiary or Holdings, and further advanced or contributed to a Restricted Subsidiary for purposes of making the relevant Investment in the Target Person without constituting an Investment for purposes of Section 7.02 (it being understood that such Investment must satisfy the requirements of, and shall count towards any thresholds in, a provision of this Section 7.02 as if made by the applicable Loan Party directly to the Target Personapproval).

Investments. Make or hold any Investments, except: (a) Investments by the Borrower or any of its a Restricted Subsidiaries Subsidiary in assets that were cash or Cash Equivalents when such Investment was made; (b) loans or advances to officers, directors directors, partners and employees of any Loan Party Holdings (or any direct or indirect parent thereof) ), any Intermediate Holding Company, the Borrower or any of its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes and purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower Holdings (or any direct or indirect parent thereof or to permit after a Qualifying IPO, any Intermediate Holding Company or the payment of taxes with respect thereto; Borrower) (provided that, to the extent such loans or advances are made in cash, that the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity; provided, further, that the aggregate principal amount outstanding at any time under this clause (ii) shall not exceed $5,000,000 and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the , in an aggregate principal amount outstanding at any time under this clause (iii) shall not to exceed $5,000,000.; (c) asset purchases (including purchases of inventory, supplies and materials) and the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons, in each case in the ordinary course of business; (d) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted other Loan Party, (ii) by any Subsidiary that is not a in any Loan Party, (iii) by any Non-Loan Party in any other Non-Loan Party and (iv) by any Loan Party in any Non-Loan Party; provided, provided that the aggregate amount of such Investments made in reliance on Non-Loan Parties pursuant to clause (iiiiv) shall not exceed in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future Investments, (A) the greater of $6,500,000 and 10% of Consolidated EBITDA on a pro forma basis; provided, further that no such Investments made pursuant to this clause (iii) in the form of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement $85,000,000 and (y) all such Indebtedness 3.25% of Total Assets as of the last day of the most recently ended Test Period, plus (B) an amount equal to any returns of capital or sale proceeds actually received in cash in respect of any Loan Party owed to any Subsidiary that is such Investments (which amount shall not a Loan Party shall be unsecured and subordinated to exceed the Obligations pursuant to amount of such Investment valued at cost at the terms of the Intercompany Notetime such Investment was made); (de) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business; (ef) Investments (excluding loans consisting of Liens, Indebtedness, fundamental changes, Dispositions and advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of transactions permitted under Sections Section 7.01, 7.03 (other than 7.03(c) and (d) and the proviso to (f))Section 7.03, 7.04 (other than 7.04(c)(ii) or (e))Section 7.04, Section 7.05 (other than 7.05(d)(ii) and (e)), 7.06 (other than 7.06(d) or (h)(ivSection 7.05(e)) and 7.13Section 7.06, respectively; provided, however, that no Investments may be made solely pursuant to this Section 7.02(f); (fg) Investments (i) existing or contemplated on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date, in each case set forth on Schedule 7.02(f) and consisting of any modification, replacement, renewal, reinvestment or extension thereof of any Investment existing on the date hereof; provided that does the amount of any Investment permitted pursuant to this Section 7.02(g) is not increase increased from the value thereof and (ii) existing amount of such Investment on the Closing Date except pursuant to the terms of such Investment as of the Closing Date or as otherwise permitted by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof that does not increase the value thereofthis Section 7.02; (gh) Investments in Swap Contracts permitted under Section 7.03(f7.03(g); (hi) promissory notes, securities notes and other non-cash noncash consideration received in connection with Dispositions permitted by Section 7.05; (ij) any the purchase or other acquisition of all property and assets or substantially all the assets businesses of a any Person or any of assets constituting a business unit, a line of business or division of such Person, or Equity Interests in a Person that becomes that, upon the consummation thereof, will be a Restricted Subsidiary or division or line of business the Borrower (including as a result of a Person merger or consolidation) (or any subsequent Investment made in a Person, division or line of business previously acquired in a Permitted Acquisition), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default exists at the time of the signing of a definitive acquisition agreement with respect thereto; (ii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; and (iii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary) shall become a Guarantor, in each case in accordance with Section 6.11 (any such acquisition under this Section 7.02(i)each, a “Permitted Acquisition”); ; provided that (ji) Investments constituting a part immediately before and immediately after giving Pro Forma Effect to any such purchase or other acquisition, no Default shall have occurred and be continuing and (ii) to the extent the Borrower or any Restricted Subsidiary incurs any Indebtedness to finance such Permitted Acquisition (other than Revolving Credit Loans or Incremental Facilities), after giving Pro Forma Effect to any such purchase or other acquisition and the incurrence of such Indebtedness, the Borrower shall be in pro forma compliance with the Financial Covenant as of the Transactionsend of the most recent Test Period (assuming, for this purpose, that the Financial Covenant was applicable for such Test Period); (k) the Transaction; (l) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (lm) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (mn) loans and advances to any direct or indirect parent of Investments as valued at cost at the Borrower not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made to such parent in accordance with Section 7.06(f), (g), (h), (i), (j), (l) or (m), time each such Investment being treated is made and including all related commitments for purposes of the applicable clause of Section 7.06future Investments, including any limitations, as if a Restricted Payment had been made pursuant to such clause in an amount equal to such Investment; not exceeding the Available Amount, provided that (nx) Investments (including Permitted Acquisitions) in an aggregate amount pursuant to this Section 7.02(n) (valued at the time of any such Investment, no Event of Default shall have occurred and be continuing or would result therefrom, (y) at the making thereof, time of such Investment and without after giving effect thereto and to the incurrence of any write downs or write offs thereof) at any time not to exceed the greater of $19,500,000 and 30% of Consolidated EBITDA (Indebtedness in each caseconnection therewith, increased by (A) any return in respect thereofthe Borrower complies, including dividendson a Pro Forma Basis, interestwith the Financial Covenant as of the end of the most recent Test Period (assuming, distributionsfor this purpose, returns of principal, profits on sale, repayments, income and similar amounts and that the Financial Covenant was applicable for such Test Period) or (B) the gain in any fair market value Total Leverage Ratio as of the Investments made under this clause end of the most recent Test Period, on a Pro Forma Basis, would be no greater than the applicable Total Leverage Ratio for such Test Period and (nz) in the case of any Unrestricted Subsidiary at such Investment in an amount in excess of $15,000,000, the time Borrower has delivered to the Administrative Agent a certificate of redesignation as a Restricted Subsidiary)Responsible Officer, together with all relevant financial information reasonably requested by the Administrative Agent, demonstrating the calculation of the Available Amount; (o) Investments made in respect of joint ventures or other similar agreements or partnerships not to exceed the greater of $13,000,000 and 20% of Consolidated EBITDA (plus the amount of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts); (p) advances of payroll payments to employees in the ordinary course of business; (ip) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts loans and loans or advances made to distributors and suppliers in the ordinary course of business and (ii) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings or Equity Interests of Holdings Borrower (or any direct or indirect parent thereof) in lieu of, and not in excess of Holdingsthe amount of (after giving effect to any other such loans or advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to be made to the Borrower (or such direct or indirect parent) in accordance with Section 7.06(f) or (g); (rq) Investments of held by a Restricted Subsidiary acquired after the Closing Date or of a Person corporation merged or amalgamated or consolidated into the Borrower or merged or consolidated with a Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; (r) Guarantee Obligations of the Borrower or any Restricted Subsidiary in respect of leases (other than Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (s) Investments made by a Restricted Subsidiary that is not a Loan Party to the extent that payment for such Investments are financed is made solely with Qualified Equity Interests (other than any Cure Amount) of Holdings (or of the proceeds received by Borrower or any Intermediate Holding Company or any direct or indirect parent of Holdings after a Qualifying IPO of the Borrower, or such Restricted Subsidiary from an Investment in Intermediate Holding Company or such Restricted Subsidiary by a Loan Party permitted under this Section 7.02direct or indirect parent of Holdings as the case may be); (t) other Investments in deposit accountsan aggregate amount, securities accounts as valued at cost at the time each such Investment is made and commodities accounts maintained by including all related commitments for future Investments, not exceeding (i) the Borrower greater of (x) $60,000,000 and (y) 2.0% of Total Assets as of the last day of the most recently ended Test Period, plus (ii) an amount equal to any returns of capital or sale proceeds actually received in cash in respect of any such Investments (which amount shall not exceed the amount of its Restricted Subsidiariessuch Investment valued at cost at the time such Investment was made); (u) Investments constituting any part of a reorganization in JV Entities and other activities Unrestricted Subsidiaries in an aggregate amount, as valued at cost at the time each such Investment is made and including all related to tax planning; provided that commitments for future Investments, not exceeding (i) no Event the greater of Default shall have occurred (x) $40,000,000 and be continuing(y) 1.50% of Total Assets as of the last day of the most recently ended Test Period, plus (ii) an amount equal to any security interests granted to returns of capital or sale proceeds actually received in cash in respect of any such Investments (which amount shall not exceed the Administrative Agent for the benefit amount of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to such Investment valued at least the same extent in the aggregate as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, (iii) any Restricted Subsidiaries that were Loan Parties cost at the time the such Investment is entered into shall be Loan Parties after such Investments are completed, and (iv) such reorganization and other activities shall not impair or adversely affect in the aggregate the perfection and priority of the Collateral Agent’s security interests in any Collateralwas made); (v) Investments using (i) the Cumulative Credit at such time and (ii) the portion, if any, Guarantee Obligations of the Available Excluded Contribution Amount on such date that Borrower or any Restricted Subsidiary in connection with the Borrower elects provision of credit card payment processing services; (w) contributions to apply a “rabbi” trust for the benefit of employees or other grantor trust subject to this clause (v)(ii) to claims of creditors in the extent such Investment is made within 12 months case of a bankruptcy of the date of designation of such Available Excluded Contribution AmountBorrower; and (wx) so long Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as no Default or Event of Default under Section 8.01(a) or 8.01(f) shall have occurred and be continuing or would otherwise result therefrom, other Investments such that the Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis would be less than or equal to 3.75 :1.00. To the extent an Investment is permitted to be made by a Loan Party directly in any Restricted Subsidiary or any other Person who is not a Loan Party (each such person, a “Target Person”) under any provision of this Section 7.02, such Investment may be made by advance, contribution or distribution by a Loan Party to a Restricted Subsidiary or Holdings, and further advanced or contributed to a Restricted Subsidiary for purposes of making the relevant Investment in the Target Person without constituting an Investment for purposes of Section 7.02 (it being understood that such Investment must satisfy the requirements of, and shall count towards any thresholds in, a provision of this Section 7.02 as if made by the applicable Loan Party directly pursuant to the Target Person)definition of “Unrestricted Subsidiary.”