Common use of Investments Clause in Contracts

Investments. The Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (a) Investments existing on the date hereof or made pursuant to binding commitments in effect on the date hereof and, except in the case of Investments by the Obligors and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure Letter; (b) Investments in any Subsidiary Guarantor or Additional Borrower and, in the case of Holdings, following the consummation of a Holdco Transaction, the Company; (c) Investments in Joint Ventures, Unrestricted Subsidiaries and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000; (d) payroll, travel and similar advances to directors and employees of any Obligor or any of its Subsidiaries to cover matters that are expected at the time of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes and that are made in the ordinary course of business; (e) loans or advances to directors and employees of any Obligor or any of its Subsidiaries made in the ordinary course of business; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $500,000; (f) Permitted Acquisitions; provided that the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000; (g) Investments in an aggregate amount pursuant to this clause (g) not to exceed the Available Amount; provided that immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (h) (i) in the event that any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parent; (j) Investments acquired in connection with the settlement of delinquent accounts in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customers; (k) Investments in the ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit; (l) Investments consisting of Guarantees or other contingent obligations permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions of trade credit in the ordinary course of business; (o) the Specified Acquisition; and (p) Investments not otherwise permitted by the foregoing provisions of this Section 6.06 in an aggregate amount in an aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 at any time outstanding. Notwithstanding anything herein to the contrary, the Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition).

Investments. The Borrower and each other Obligor will notMake any advance, and will not permit any loan, extension of its Restricted Subsidiaries credit (by way of guaranty or otherwise) or capital contribution to, directly or indirectlypurchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or make or own any Investment in other investment in, any Personother Person (all of the foregoing, including any Joint Venture“Investments”), except: (a) Investments existing on the date hereof or made pursuant to binding commitments in effect on the date hereof and, except in the case of Investments by the Obligors and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure Letter; (b) Investments in any Subsidiary Guarantor or Additional Borrower and, in the case of Holdings, following the consummation of a Holdco Transaction, the Company; (c) Investments in Joint Ventures, Unrestricted Subsidiaries and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000; (d) payroll, travel and similar advances to directors and employees of any Obligor or any of its Subsidiaries to cover matters that are expected at the time of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes and that are made in the ordinary course of business; (e) loans or advances to directors and employees of any Obligor or any of its Subsidiaries made in the ordinary course of business; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $500,000; (f) Permitted Acquisitions; provided that the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000; (g) Investments in an aggregate amount pursuant to this clause (g) not to exceed the Available Amount; provided that immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (h) (i) in the event that any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parent; (j) Investments acquired in connection with the settlement of delinquent accounts in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customers; (k) Investments in the ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit; (l) Investments consisting of Guarantees or other contingent obligations permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions of trade credit in the ordinary course of business; (ob) the Specified Acquisition; andinvestments in cash and Cash Equivalents; (pc) Investments not otherwise Guarantee Obligations permitted by Section 7.2 (other than any Guarantee Obligations incurred under Section 7.2(z), which Guarantee Obligations shall solely be permitted to the foregoing provisions extent permitted pursuant to Section 7.7(v)); (d) loans and advances to directors, officers and employees of this Section 6.06 any Group Member in an aggregate amount the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate amount for all such Investments under this clause (p) the Borrower and its Restricted Subsidiaries not to exceed $35,000,000 5,000,000 at any one time outstanding; (e) [reserved]; (f) Investments in assets useful in the business of the Borrower and its Restricted Subsidiaries made by any Group Member with the proceeds of any Reinvestment Deferred Amount; (g) intercompany Investments by any Group Member in any other Group Member; provided that any Investment by any Loan Party in a Restricted Subsidiary that is not a Loan Party shall be permitted to the extent the aggregate amount of outstanding Investments pursuant to this clause (g) (less any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any such Investments (excluding any returns in excess of the amount originally invested)) does not exceed $25,000,000; (h) any Permitted Acquisition; provided that the aggregate amount of Investments pursuant to this Section 7.7(h) (less any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any such Investments (excluding any returns in excess of the amount originally invested)) in respect of acquisitions of Persons that do not, upon acquisition thereof, become Subsidiary Guarantors, or property that is not, upon acquisition thereof, owned by Loan Parties (whether such Investment is consummated with cash or equity (including Disqualified Capital Stock of any Subsidiaries not organized under the laws of any jurisdiction within the United States, but excluding any other equity of such Subsidiaries), and with such Investment as valued in good faith by the Borrower) shall not exceed at any time outstanding. Notwithstanding anything herein to outstanding the contrarygreater of (x) $100,000,000 and (y) 20.00% of Consolidated EBITDA for the Applicable Reference Period, calculated on a Pro Forma Basis as of the Borrower date of consummation of such purchase or other acquisition (or at the Borrower’s option, as of the date of entry into the binding documentation in respect of such purchase or other acquisition); (i) promissory notes and each other Obligor will notnon-cash consideration received in connection with Dispositions permitted by Section 7.5; (j) Investments acquired as a result of the purchase or other acquisition by any Group Member in connection with a Permitted Acquisition; provided, that such Investments were not made in contemplation of such Permitted Acquisition and will not permit any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary were in existence at the time of the such Permitted Acquisition; (k) Investments existing on the Closing Date (provided that Investments in an aggregate outstanding amount in excess of $5,000,000 shall be set forth on Schedule 7.7(k).) and any modification, refinancing, renewal, refunding, replacement or extension thereof; provided that the amount of any Investment permitted pursuant to this Section 7.7(k) is not increased from the amount of such Investment on the Closing Date; (l) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business;

Investments. The Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (ai) Investments existing on the date hereof or made pursuant to binding commitments in effect on the date hereof and, except in the case of Investments held by the Obligors and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure Letter; (b) Investments in any Subsidiary Guarantor or Additional Borrower and, in the case of Holdings, following the consummation of a Holdco Transaction, the Company; (c) Investments in Joint Ventures, Unrestricted Subsidiaries and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000; (d) payroll, travel and similar advances to directors and employees of any Obligor or any of its Subsidiaries to cover matters that are expected at the time of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes in the form of cash and that are Cash Equivalents, (ii) made in the ordinary course of business;business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers, in each case consistent with past practices, (eiii) loans or advances to directors Investments (including debt obligations and employees of any Obligor or any of its Subsidiaries made in the ordinary course of business; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $500,000; (f) Permitted Acquisitions; provided that the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000; (g) Investments in an aggregate amount pursuant to this clause (g) not to exceed the Available Amount; provided that immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (h) (i) in the event that any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parent; (j) Investments acquired in connection with the settlement of delinquent accounts in the ordinary course of business or received in connection with the bankruptcy or reorganization of suppliers and customers or customers; (k) Investments in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business consisting or upon the foreclosure with respect to any secured Investment or other transfer of endorsements title with respect to any secured Investment, in each case only to the extent reasonably necessary in order to prevent or limit loss, (iv) in any Special Entity, so long as in each case such Investments are (A) made in the ordinary course of negotiable business to fund operating expenses (including, without limitation, purchases of inventory in the ordinary course of business and capital expenditures incurred in the ordinary course of business consistent with past practices but only to the extent they are Ordinary Capital Expenditures) of such Special Entity, (B) consistent with past practices of the Borrower, its Subsidiaries and such Special Entities and (C) either (I) not in excess of $25,000,000 in the aggregate at any time outstanding or (II) otherwise made pursuant to agreements, documents or other instruments pursuant to which the Borrower or such Subsidiary shall have a commitment to fund and in respect of which the Borrower shall, upon the request of the Administrative Agent, use commercially reasonable efforts to cause the Administrative Agent, for collection the benefit of itself and the other Lenders, to have a perfected first Lien within thirty (30) days (or depositsuch longer time period as the Administrative Agent may agree) following the date of any such Investment under this subclause (II) (and subject to an agreement among the Administrative Agent on behalf of the Lenders on the one hand, and the administrative agent on behalf of the lenders under the U.S. Cellular Credit Agreement, the CoBank Borrower Term Loan Facility or the CoBank U.S. Cellular Term Loan Facility, as applicable, on the other hand, regarding such Liens), but in no event shall the aggregate amount of all Investments made under this subclause (II) exceed $50,000,000; (lv) Investments consisting of Guarantees extensions of credit in the nature of accounts receivable or other contingent obligations permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions notes receivable arising from the grant of trade credit in the ordinary course of businessbusiness and consistent with past practices; (o) the Specified Acquisition; and (p) Investments not otherwise permitted by the foregoing provisions of this Section 6.06 in an aggregate amount in an aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 at any time outstanding. Notwithstanding anything herein to the contrary, the Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition).

Investments. The Borrower and each other Obligor will (1) Each of the Project Guarantors shall not, and will the Project Guarantors shall take all Relevant Member Action, subject to the proviso at the end of Article VII, to cause each of the Project Companies not permit any of its Restricted Subsidiaries to, directly or indirectly, make or own hold any Investment Investments except (a) Investments by the Project Guarantors in the Project Companies existing as of the Closing Date as set forth on Schedule 5.12 and (b) Investments in the form of loans and advances by the Project Guarantor to the Project Company in which it holds an Equity Interest and capital contributions by the Project Guarantor to or in the Project Company in which it holds an Equity Interest made on or after the Closing Date in accordance with the terms of the applicable Project Company Operating Agreement, Master EPC Agreement or Equity Capital Contribution Agreement, as the case may be. (2) The Borrower and the Operating Guarantors shall not, and the Borrower and each Operating Guarantor shall cause each of the Other Subsidiaries not to, directly or indirectly, make or hold any Person, including any Joint VentureInvestments, except: (a) Investments existing on the date hereof or made pursuant to binding commitments in effect on the date hereof and, except in the case of Investments by the Obligors Borrower, the Operating Guarantors and their respective Restricted the Other Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of Cash Equivalents at the Borrower Disclosure Lettertime such Investment is made; (b) Investments loans or advances by Borrower, the Operating Guarantors and the Other Subsidiaries to officers, directors and employees of Borrower, the Operating Guarantors and the Other Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of Parent or any Subsidiary Guarantor direct or Additional indirect parent thereof (provided that the amount of such loans and advances shall be contributed to the Borrower and, in cash as common equity) and (iii) for any other purposes not described in the case of Holdings, following foregoing clause (i) and (ii); provided that the consummation of a Holdco Transaction, the Companyaggregate principal amount outstanding at any time under clause (iii) above shall not exceed $1,000,000; (c) Investments (i) by the Borrower, the Operating Guarantors and the Other Subsidiaries in Joint Venturesany Loan Party (other than Parent) or Other Subsidiary in the ordinary course of business consistent with the past practices of such parties (including, Unrestricted Subsidiaries and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c)without limitation, plus the aggregate amount of sales, transfers, leases capital contributions and other dispositions pursuant funding from the Borrower or the Operating Guarantors to Section 6.03(a)(iiiany Other Subsidiary as and when required (including for working capital)) and the aggregate amount of Acquisition Consideration paid pursuant to clause (viii) of the definition “Permitted Acquisition”, shall not exceed $40,000,000by any Other Subsidiary in any Other Subsidiary; (d) payrollInvestments (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, travel and similar advances (ii) received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to directors and employees of any Obligor or any of its Subsidiaries to cover matters that are expected at the time of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes and that are made suppliers in the ordinary course of business; (e) loans Investments consisting of (x) transactions permitted under Sections 7.01, 7.03 (other than 7.03(2)(c) and (2)(d)), 7.04 and 7.05 (other than 7.05(2)(e)), (y) Restricted Payments permitted by Section 7.06 and (z) repayments or advances to directors and employees other acquisitions of any Obligor Indebtedness of the Borrower or any of its Subsidiaries made in the ordinary course of business; provided that the aggregate amount of such loans and advances outstanding at any time shall a Guarantor not exceed $500,000prohibited by Section 7.12; (f) Permitted AcquisitionsInvestments (i) existing or contemplated on the Closing Date and set forth on Schedule 7.02(2)(f) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) existing on the Closing Date by the Borrower, the Operating Guarantors or the Other Subsidiaries in any Subsidiary and any modification, renewal or extension thereof; provided provided, in each case, that the total Acquisition Consideration amount of any original Investment under this clause (other than any Acquisition Consideration paid f) is not increased except by issuance as contemplated by the terms of such Investment as of the Closing Date or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000as otherwise permitted by Section 7.02; (g) Investments in Swap Contracts permitted under Section 7.03; (h) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (i) any acquisition of all or substantially all the assets of, or all the Equity Interests (other than directors’ qualifying shares or any options for Equity Interests that cannot, as a matter of law, be cancelled, redeemed or otherwise extinguished without the express agreement of the holder thereof at or prior to acquisition) in, a Person or division or line of business of a Person (or any subsequent investment made in a Person, division or line of business previously acquired in a Permitted Acquisition) other than an aggregate amount pursuant to this clause (g) not to exceed the Available Amount; provided that Affiliate or Subsidiary of Borrower, in a single transaction or series of related transactions, if immediately prior to, to and after giving effect thereto, : (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom (other than in respect of any Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefrom; (h) (i) in the event that any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary); and (ii) any acquired or newly formed Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03 and (iii) the aggregate amount of such Investments consisting of any additional Equity Interests issued by Loan Parties in assets that are not (or do not become) owned by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employees, officers, and directors of any Obligor Loan Party or any of its Subsidiaries for the purpose of purchasing in Equity Interests in the Parent so long as the proceeds Persons that do not become Loan Parties upon consummation of such loans are used in their entirety to purchase acquisition shall not exceed $7,500,000 (any such Equity Interests in the Parentacquisition, a “Permitted Acquisition”); (j) Investments acquired in connection with the settlement of delinquent accounts in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customers; (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements of negotiable instruments for collection or depositdeposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (k) 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; (l) Investments consisting of Guarantees Unsecured loans and advances by the Borrower or any Operating Guarantors to any Loan Party (other contingent obligations permitted under Section 6.01than Parent); (m) other Investments which are required by law in an aggregate amount outstanding pursuant to maintain a minimum this clause (m) (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 $500,000 in the aggregate (net capital requirement or as may be otherwise required by applicable lawof any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts); (n) extensions advances of trade credit payroll payments to employees in the ordinary course of business; (o) Investments made in the Specified Acquisition; andordinary course of business and 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 and consistent with past practice; (p) Investments not otherwise permitted by of a Subsidiary acquired after the foregoing provisions Closing Date or of this a corporation merged or amalgamated or consolidated into the Borrower or merged, amalgamated or consolidated with a Subsidiary, in each case in accordance with Section 6.06 in an aggregate amount in an aggregate amount for all 7.04 after the Closing Date to the extent that such Investments under this clause (p) were not to exceed $35,000,000 at any time outstanding. Notwithstanding anything herein to made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation, do not constitute a material portion of the contrary, aggregate assets acquired by the Borrower and each its Subsidiaries in such transaction and were in existence on the date of such acquisition, merger or consolidation; (q) Investments financed with capital contributions or other Obligor will notequity investments (whether made in cash, and will not permit Cash Equivalents or otherwise) in any Project Guarantor or Project Company; (r) Project Company Guarantees; (s) Guarantees by the Borrower or any Other Subsidiary of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary 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; and (t) Investments in accordance with the terms of any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition)Tax Equity Transaction Document.

Investments. The Borrower and each other Obligor will notNo Credit Party shall, and will not nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venturejoint venture and any Foreign Subsidiary, except: (a) Investments existing on the date hereof in cash and Cash Equivalents and deposit accounts or made pursuant to binding commitments securities accounts in effect on the date hereof and, except in the case of Investments by the Obligors and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure Letterconnection therewith; (b) equity Investments owned as of the Closing Date in any Subsidiary Guarantor or Additional Borrower and, in the case of Holdings, following the consummation of a Holdco Transaction, the CompanySubsidiary; (c) Investments in Joint Ventures, Unrestricted Subsidiaries and Restricted Subsidiaries that are not Guarantors; provided that intercompany loans to the aggregate amount for all Investments extent permitted under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii8.1(b) and guarantees to the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000extent permitted under Section 8.1(c); (d) payrollInvestments existing on the Closing Date and described on Schedule 8.6; (e) Investments constituting Swap Agreements permitted by Section 8.1(f); (f) Permitted Acquisitions; (g) Investments constituting accounts receivable, travel trade debt and similar advances to directors and employees deposits for the purchase of any Obligor or any of its Subsidiaries to cover matters that are expected at the time of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes and that are goods, in each case made in the ordinary course of business; (eh) loans Investments in negotiable instruments deposited or advances to directors and employees of any Obligor or any of its Subsidiaries made be deposited for collection in the ordinary course of business; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $500,000; (f) Permitted Acquisitions; provided that the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000; (g) Investments in an aggregate amount pursuant to this clause (g) not to exceed the Available Amount; provided that immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (h) (i) in the event that any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employees, officers, officers and directors (or any spouses, ex-spouses or estates of any Obligor of the foregoing) of any Credit Party or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds any Credit Party or any of such loans are used in their entirety to purchase such Equity Interests in the Parentits Subsidiaries; (j) Investments acquired loans and advances to employees, officers and directors of any Credit Party or any of its Subsidiaries travel, entertainment and relocation expenses in connection with an aggregate amount for the settlement of delinquent accounts in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customersCredit Parties and their Subsidiaries not to exceed $500,000 at any one time outstanding; (k) Investments held by a Person acquired in a Permitted Acquisition to the ordinary course extent that such Investments were not made in contemplation of business consisting or in connection with such Permitted Acquisition and were in existence on the date of endorsements of negotiable instruments for collection or deposit; (l) Investments consisting of Guarantees or other contingent obligations permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions of trade credit in the ordinary course of business; (o) the Specified such Permitted Acquisition; and (pl) other Investments not listed above and not otherwise permitted prohibited by the foregoing provisions of this Section 6.06 Agreement in an aggregate amount in an aggregate amount for all such Investments under this clause outstanding at any time (pon a cost basis) not to exceed $35,000,000 at any time outstanding5,000,000. Notwithstanding anything herein to the contraryforegoing, in no event shall any Credit Party make any Investment which results in or facilitates in any manner any Restricted Payment not otherwise permitted under the Borrower and each other Obligor will not, and will not permit any terms of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition)Section 8.4.

Investments. The Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries toExcept for Permitted Investments, directly or indirectly, make or own acquire any Investment or incur any liabilities (including contingent obligations) for or in connection with any PersonInvestment; provided, including any Joint Venturehowever, except: that (other than (a) Investments existing on the date hereof or made pursuant to binding commitments in effect on the date hereof and, except in the case an aggregate amount of Investments by the Obligors and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure Letter; (b) Investments in not more than $400,000 at any Subsidiary Guarantor or Additional Borrower andone time, in the case of HoldingsBorrower and its Restricted Subsidiaries (other than those that are CFCs), following the consummation of a Holdco Transaction(b) amounts deposited into Deposit Accounts specially and exclusively used for payroll, the Company; payroll taxes and other employee wage and benefit payments to or for Borrower’s or its Restricted Subsidiaries’ employees, and (c) Investments in Joint Ventures, Unrestricted Subsidiaries and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus the an aggregate amount of salesnot more than $100,000 (calculated at current exchange rates) at any one time, transfersin the case of Restricted Subsidiaries of Borrower that are CFCs) Borrower and its Restricted Subsidiaries shall not have Permitted Investments consisting of cash, leases and other dispositions pursuant Cash Equivalents, or amounts credited to Section 6.03(a)(iii) Deposit Accounts or Securities Accounts unless Borrower or its Restricted Subsidiary, as applicable, and the aggregate amount of Acquisition Consideration paid pursuant applicable securities intermediary or bank have entered into Control Agreements with Agent governing such Permitted Investments in order to clause perfect (viand further establish) of the definition “Agent’s Liens in such Permitted Acquisition”Investments. Subject to the foregoing proviso, Borrower shall not exceed $40,000,000; (d) payroll, travel and similar advances to directors and employees of any Obligor or any of shall not permit its Restricted Subsidiaries to cover matters that are expected at the time of such advances to be treated as expenses of such Obligor establish or such Subsidiary for accounting purposes and that are made in the ordinary course of business; maintain (ea) loans or advances to directors and employees of any Obligor or any of its Subsidiaries made in the ordinary course of business; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $500,000; (f) Permitted Acquisitions; provided that the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000; (g) Investments in an aggregate amount pursuant to this clause (g) not to exceed the Available Amount; provided that immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (h) Deposit Account unless either (i) Agent shall have received a Control Agreement in the event that any Obligor respect of such Deposit Account or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of such Deposit Account is subject to irrevocable instructions satisfactory to Agent requiring all amounts in such Deposit Account to be forwarded by daily sweep to a Deposit Account that is subject to a Control Agreement or (b) any additional Equity Interests issued by Securities Account unless Agent shall have received a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests Control Agreement in the Parent so long as the proceeds respect of such loans are used in their entirety to purchase such Equity Interests in the Parent; (j) Investments acquired in connection with the settlement of delinquent accounts in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customers; (k) Investments in the ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit; (l) Investments consisting of Guarantees or other contingent obligations permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions of trade credit in the ordinary course of business; (o) the Specified Acquisition; and (p) Investments not otherwise permitted by the foregoing provisions of this Section 6.06 in an aggregate amount in an aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 at any time outstanding. Notwithstanding anything herein to the contrary, the Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition)Securities Account.

Investments. The Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, make or own any Investment in With respect to any Person, including all shares of capital stock, evidences of Indebtedness and other securities issued by any Joint Ventureother Person and owned by such Person, except: (a) Investments existing on all loans, advances, or extensions of credit to, or contributions to the date hereof or made pursuant to binding commitments in effect on the date hereof andcapital of, except in the case of Investments by the Obligors and their respective Restricted Subsidiaries in their respective Subsidiariesany other Person, set forth on Section 6.06 all purchases of the Borrower Disclosure Letter; (b) Investments securities or business or integral part of the business of any other Person and commitments and options to make such purchases, all interests in any Subsidiary Guarantor or Additional Borrower andreal property, in the case of Holdingsand all other investments; provided, following the consummation of a Holdco Transactionhowever, the Company; (c) Investments in Joint Ventures, Unrestricted Subsidiaries and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause term “Investment” shall not include (c)i) equipment, plus the aggregate amount of sales, transfers, leases inventory and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000; (d) payroll, travel and similar advances to directors and employees of any Obligor or any of its Subsidiaries to cover matters that are expected at the time of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes and that are made tangible personal property acquired in the ordinary course of business; (e) loans or advances to directors and employees of any Obligor or any of its Subsidiaries made in the ordinary course of business; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $500,000; (f) Permitted Acquisitions; provided that the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000; (g) Investments in an aggregate amount pursuant to this clause (g) not to exceed the Available Amount; provided that immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (h) (i) in the event that any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans trade and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries customer accounts receivable for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parent; (j) Investments acquired in connection with the settlement of delinquent accounts services rendered in the ordinary course of business or and payable in connection accordance with the bankruptcy or reorganization of suppliers or customers; customary trade terms, (kiii) Investments prepaid expenses, (iv) advances in the ordinary course of business to employees for travel expenses and similar expenditures, (v) obligations under Derivatives Contracts to the extent permitted under §8.12, or (vi) investments consisting of endorsements cash collateral to secure (x) letters of negotiable instruments for collection credit, (y) Derivative Contracts permitted under §8.12 or deposit; (lz) Investments consisting of Guarantees payment of, workers’ compensation, unemployment insurance, old age pensions or other contingent obligations permitted under Section 6.01; social security obligations. In determining the aggregate amount of Investments outstanding at any particular time: (ma) Investments which are required by law there shall be included as an Investment all interest accrued with respect to maintain Indebtedness constituting an Investment unless and until such interest is paid; (b) there shall be deducted in respect of each Investment any amount received as a minimum net capital requirement return of capital; (c) there shall not be deducted in respect of any Investment any amounts received as earnings on such Investment, whether as dividends, interest or otherwise, except that accrued interest included as provided in the foregoing clause (a) may be otherwise required by applicable law; deducted when paid; and (nd) extensions there shall not be deducted in respect of trade credit any Investment any decrease in the ordinary course value thereof. Issuing Lender. KeyBank, in its capacity as the Lender issuing the Letters of business; (o) the Specified Acquisition; and (p) Investments not otherwise permitted by the foregoing provisions of this Section 6.06 in an aggregate amount in an aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 at Credit and any time outstanding. Notwithstanding anything herein to the contrary, the Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition)successor thereto.

Investments. The Borrower and each other Obligor will notExcept to the extent permitted pursuant to paragraph (G) below, and will not permit neither the Company nor any of its Restricted Subsidiaries to, shall directly or indirectly, indirectly make or own any Investment in any Person, including any Joint Venture, except: (ai) Investments existing on the date hereof or made pursuant to binding commitments in effect on the date hereof and, except in the case of Investments by the Obligors cash and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure LetterCash Equivalents; (bii) Permitted Existing Investments in an amount not greater than the amount thereof on the Closing Date; (iii) Investments in any Subsidiary Guarantor trade receivables or Additional Borrower andreceived in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, in the case of Holdings, following the consummation of a Holdco Transaction, the Company; (c) Investments in Joint Ventures, Unrestricted Subsidiaries and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) disputes with, customers and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000; (d) payroll, travel and similar advances to directors and employees of any Obligor or any of its Subsidiaries to cover matters that are expected at the time of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes and that are made suppliers arising in the ordinary course of business; (eiv) loans or advances to directors Investments consisting of deposit accounts maintained by the Company and employees of any Obligor or any of its Subsidiaries made in the ordinary course of business; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $500,000Subsidiaries; (fv) Permitted Acquisitions; provided that Investments in (i) Domestic Incorporated Subsidiaries or (ii) Foreign Subsidiaries which provide a guarantee (including gross-up amounts for any withholding taxes or capital charges) of the total Acquisition Consideration Obligations (other than as distinguished from solely guaranteeing Drawn Foreign Amounts) (each such Foreign Subsidiary, a “Foreign Guarantor”), so long as any Acquisition Consideration paid by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid guarantee payments made in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000; (g) Investments in an aggregate amount pursuant to this clause (g) not to exceed the Available Amount; provided that immediately prior to, such guarantee can be shared and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (h) (i) in the event that any Obligor or any of its Subsidiaries forms any Subsidiary applied in accordance with the terms hereofrequirements of the Intercreditor Agreement; provided, however, that any Investment constituting a Permitted Acquisition shall be governed by clause (vii) below and not this clause (v); (vi) Investments consisting in Foreign Subsidiaries which are not Foreign Guarantors, subject to the Foreign Subsidiary Investment Limitation, if applicable; provided, that (x) intercompany loans permitted pursuant to Section 7.3(A)(v) and assets of Foreign Subsidiaries (other than assets directly or indirectly contributed to such Foreign Subsidiaries by the Company and/or the Significant Domestic Incorporated Subsidiaries after the Closing Date) which are used to make Investments in other Foreign Subsidiaries shall not be included in determining compliance with this clause (vi), (y) prior to consummating any Investment in a Foreign Subsidiary in an amount in excess of $50,000,000, the Company shall demonstrate to the Administrative Agent’s satisfaction the Company’s and its Subsidiaries’ pro forma compliance or planned pro forma compliance with this clause (vi), and (z) any Investment constituting a Permitted Acquisition shall be governed by clause (vii) below and not this clause (vi); (vii) Investments constituting Permitted Acquisitions; provided, that the Leverage Ratio will not exceed 3.35 to 1.00 after giving effect to any such Permitted Acquisition in excess of $100,000,000 (as demonstrated by the Company on a pro forma basis to the Administrative Agent’s satisfaction); provided, further, that if a Foreign Subsidiary (the “Acquiring Foreign Subsidiary”) Acquires another Person that becomes a Foreign Subsidiary (the “Target Sub”) as a result of such Acquisition, and the Equity Interests issued of the Target Sub are transferred in their entirety by such Person the Acquiring Foreign Subsidiary to such Obligor the Company or such a Significant Domestic Incorporated Subsidiary within 60 days after the date on which the Target Sub is initially Acquired, then the Target Sub shall be deemed to have been owned at all times by the Company or the applicable Significant Domestic Incorporated Subsidiary; , and, so long as the other conditions for a Permitted Acquisition have been satisfied and the Leverage Ratio test set forth above is met, then the Investment in the Target Sub shall be permitted under this clause (iivii); (viii) Investments constituting Indebtedness permitted by Section 7.3(A), Contingent Obligations permitted by Section 7.3(E) or Restricted Payments permitted by Section 7.3(F); (ix) Investments consisting of any additional Equity Interests issued right of the Company or its wholly-owned Domestic Incorporated Subsidiaries to payment for goods sold or for services rendered, whether or not it has been earned by a Wholly-Owned Subsidiary of a Person to such Personperformance; (ix) non-cash loans and advances to employees, officers, and directors Investments comprised of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests capital contributions (whether in the Parent so long as the proceeds form of cash, a note, or other assets) to a Subsidiary or other special purpose entity created solely to engage in transactions giving rise to Receivables Facility Attributed Indebtedness permitted hereunder or otherwise resulting from transfers of assets permitted hereunder to such loans are used in their entirety to purchase such Equity Interests in the Parenta Subsidiary or special purpose entity; (j) Investments acquired in connection with the settlement of delinquent accounts in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customers; (kxi) Investments in the ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit; (l) Investments consisting of Guarantees or other contingent obligations permitted under Section 6.01; (m) Investments which are required by law Joint Ventures in an aggregate amount not to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions of trade credit in the ordinary course of business; (o) the Specified Acquisitionexceed $50,000,000; and (pxii) Investments not otherwise permitted by the foregoing provisions of in addition to those referred to elsewhere in this Section 6.06 7.3(D) in an aggregate amount in an aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 at any time outstanding. Notwithstanding anything herein to the contrary, the Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition)50,000,000.

Investments. The Borrower and each other Obligor will Holdings shall not, and will not nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, Subsidiary to make or own hold any Investment in any Person, including any Joint VentureInvestments, except: (a) Investments existing on the date hereof or made pursuant to binding commitments in effect on the date hereof and, except held by Holdings and its Subsidiaries in the case form of Cash Equivalents or Investments by the Obligors and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure Letterthat were Cash Equivalents when made; (b) Investments in any Subsidiary Guarantor or Additional Borrower and, in the case of Holdings, following the consummation of a Holdco Transaction, the Company; (ci) Investments in Joint Ventures, Unrestricted Subsidiaries and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000; (d) payroll, travel and similar advances to officers, directors and employees of any Obligor or any of Holdings and its Subsidiaries in an aggregate amount not to cover matters that are expected exceed $2,000,000 at any one time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes, (ii) loans to officers, directors and employees of Holdings and its Subsidiaries for the time purpose of purchasing Equity Securities of Holdings or a Parent of Holdings (or purchase of such loans made by others) so long as a capital contribution of the proceeds of any such purchase is made to the common equity of the Borrower, (iii) advances of payroll payments and expenses to be treated as expenses officers, directors or employees of such Obligor or such Subsidiary for accounting purposes Holdings and that are made its Subsidiaries in the ordinary course of business, and (iv) Investments made pursuant a “rabbi trust” or similar employee benefit plan or arrangement designed to defer the taxability of compensation to an employee, officer or director or of purchase payments made in connection with an acquisition; (ec) loans or advances (i) Investments by Holdings and its Subsidiaries in their respective Subsidiaries outstanding on the Closing Date, (ii) additional Investments by Holdings and its Subsidiaries in the Loan Parties, and (iii) Investments in Subsidiaries which are not Loan Parties, provided that (A) both immediately prior and after giving effect to directors any such Investment made pursuant to this clause (iii), the Payment Conditions are satisfied and employees (B) such Investments made pursuant to this clause (iii) shall not exceed at any time an aggregate amount equal to $20,000,000 (net of any Obligor return on such investment); (d) Investments consisting of extensions of credit in the nature of accounts receivable or any notes receivable arising from the grant of its Subsidiaries made trade credit in the ordinary course of business; provided , Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and Investments received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy, reorganization or insolvency of an account debtor; (e) Guarantees of ordinary course obligations of Subsidiaries of the Borrower that the aggregate amount of such loans do not constitute Indebtedness and advances outstanding at any time shall not exceed $500,000Guarantees permitted by Section 5.1; (f) the purchase or other acquisition (a “Permitted AcquisitionsAcquisition”) of all of the Equity Securities in, or all or substantially all of the property of, any Person that, upon the consummation thereof, will be wholly-owned directly by the Borrower or one or more of its wholly-owned Subsidiaries (including as a result of a merger or consolidation); provided that, with respect to each purchase or other acquisition made pursuant to this Section 5.5(f): (i) any such newly-created or acquired Subsidiary shall comply with the requirements of Section 4.12; (ii) the lines of business of the Person to be (or the property of which is to be) so purchased or otherwise acquired shall be substantially the same lines of business, or reasonably related or incidental thereto, as one or more of the principal businesses of the Borrower and its Subsidiaries in the ordinary course; (iii) such purchase or other acquisition shall not include or result in any contingent liabilities that would reasonably be expected to be material to the business, financial condition, operations or prospects of Holdings and its Subsidiaries, taken as a whole (as determined in good faith by the board of directors (or the persons performing similar functions) of Holdings or such Subsidiary if the board of directors is otherwise approving such transaction and, in each other case, by a Responsible Officer); (iv) the total Acquisition Consideration cash and noncash consideration (including the fair market value of all Equity Securities issued or transferred to the sellers thereof measured at the time of execution of the acquisition agreement, the reasonably estimated amount of earnouts and other than any Acquisition Consideration contingent payment obligations to, and the aggregate cash amounts paid or to be paid under noncompete, consulting and other affiliated agreements with, the sellers thereof, and all assumptions of Indebtedness) paid by issuance or exchange on behalf of Equity Intereststhe Borrower and its Subsidiaries for any such purchase or other acquisition, or when aggregated with the net proceeds from a substantially concurrent sale total cash and noncash consideration paid by or on behalf of Equity Interests) paid in connection with the Borrower and its Subsidiaries for all Permitted Acquisitions occurring on or after other purchases and other acquisitions made by the Effective Date Borrower and its Subsidiaries pursuant to this Section 5.5(f), shall not exceed, from exceed the date of this Agreement, an amount equal Available Investment Basket Amount; and (v) immediately before and immediately after giving effect on a Pro Forma Basis to any such purchase or other acquisition (i) no Default shall have occurred and be continuing and (ii) Aggregate Availability is not less than $100,000,000;20,000,000. (g) any Investment received as non-cash consideration from a Disposition permitted under Section 5.3; (h) Investments consisting of pledges and deposits permitted by paragraphs (f) and (h) in the definition of “Permitted Liens”; (i) Investments of any Person that becomes a Subsidiary after the Closing Date; provided that (i) such Investments exist at the time such Person becomes a Subsidiary and (ii) such Investments were not made in anticipation of such Person becoming a Subsidiary; (j) Investments pursuant to Swap Contracts permitted by Section 5.1(f); (k) Investments consisting of acquisitions of newspaper assets (including Investments in any Person that becomes a Subsidiary) in an exchange permitted under Subsection 5.3(iv); (l) Investments that constitute a capital expenditure; (m) intercompany loans and advances to Holdings to the extent that the Borrower may pay dividends to Holdings pursuant to Section 5.7(d) or (e) and in lieu of paying such Restricted Payment); provided that such intercompany loans and advances shall be unsecured and expressly subordinated in right of payment to the Obligations; (n) Investments permitted by Section 5.3 (other than Section 5.3(iv)); (o) [Intentionally Deleted]; (p) Investments the consideration for which solely consists of Equity Securities (other than Disqualified Equity Interests) of Holdings or Equity Securities of any Parent of Holdings; (q) other Investments during the term of this Agreement in an aggregate amount pursuant to this clause (g) not to exceed the sum of (i) the Available Amount; provided that Investment Basket Amount plus (ii) so long as immediately prior to, before and immediately after giving effect thereto, thereto on a Pro Forma Basis no Default or Event of Default shall have occurred and be continuing or would result therefrom; (h) (i) in continuing, the event that any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with Additional Available Amount on the terms hereof, date such Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parent; (j) Investments acquired in connection with the settlement of delinquent accounts in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customers; (k) Investments in the ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit; (l) Investments consisting of Guarantees or other contingent obligations permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions of trade credit in the ordinary course of business; (o) the Specified Acquisitionmade; and (pr) Investments not otherwise permitted by the foregoing provisions of this Section 6.06 in an aggregate amount in an aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 at any time outstanding. Notwithstanding anything herein to the contrarythat constitute, the Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time are part of the Permitted Skate Acquisition).

Investments. The Borrower and each other Obligor will Company shall not, and will not nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, to make or own any Investment in any Person, including any Joint Venture, exceptexcept for: (a) Investments existing on the date hereof or made pursuant to binding commitments in effect on the date hereof and, except in the case of Investments by the Obligors cash and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure LetterCash Equivalents; (b) (x) Investments (i) by any Note Party to or in any other Note Party, (ii) by any Note Party to or in any Excluded Subsidiary, whether as a capital contribution or intercompany Indebtedness in an aggregate amount not to exceed $2,500,000 in respect of all such capital contributions and intercompany Indebtedness (as such amount may be reduced to the extent used pursuant to Section 4.28(e) or clause (e) of the definition of Permitted Acquisition), (iii) by any Excluded Subsidiary Guarantor to or Additional Borrower andin any other Excluded Subsidiary; provided that, if the Investments described in foregoing clauses (i) and (ii) are evidenced by promissory notes, such promissory notes shall be pledged to the case Collateral Agent, for the benefit of Holdingsthe Secured Parties, following and (y) without duplication of clause (x) above and subject to the consummation limitations of a Holdco Transactionclause (ii) above, if applicable, Investments constituting the Companyestablishment or creation of Subsidiaries of the Company so long as the Note Parties comply, and cause such Subsidiaries to comply, with the applicable provisions of Section 4.13; (c) Investments in Joint Ventures, Unrestricted loans and advances to employees of the Note Parties and their Subsidiaries (i) to finance travel and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases relocation expenses and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000; (d) payroll, travel and similar advances to directors and employees of any Obligor or any of its Subsidiaries to cover matters that are expected at the time of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting ordinary business purposes and that are made in the ordinary course of business; business not to exceed in the aggregate $1,250,000 (eor the Equivalent Amount in other currencies) loans in the aggregate at any time outstanding; (ii) in connection with any such employee’s, officer’s or advances director’s purchase of Stock of the Company (or any Parent Entity of the Company); and (iii) relating to directors and employees indemnification of any Obligor officers, directors or employees in respect of liabilities relating to their serving in any such capacity, and any reimbursement of its Subsidiaries made any such officer, director or employee of expenses relating to the claims giving rise to such indemnification; provided, that, in the ordinary course of business; provided that the aggregate amount of each case, such loans and advances outstanding at any time shall do not exceed $500,000violate material Applicable Laws; (f) Permitted Acquisitions; provided that the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000; (g) Investments in an aggregate amount pursuant to this clause (g) not to exceed the Available Amount; provided that immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (h) (i) in the event that any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parent; (jd) Investments acquired in connection with the settlement of delinquent accounts receivable in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customers; (ke) Investments existing on the Closing Date and set forth on Schedule 4.30(e), and any modification, replacement, renewal or extension thereof to the extent not increasing the aggregate amount of such Investments and not adverse to the interests of the Holders; (f) Investments comprising guarantees of Indebtedness expressly permitted by Section 4.29; (g) Investments in Permitted Equity Derivatives; (h) operating Deposit Accounts, Securities Accounts and Commodities Accounts with banks or financial institutions that are Controlled Accounts or any Excluded Accounts; (i) extensions of credit in the nature of accounts receivable or notes receivable arising from the sales of goods or services in the ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit; (l) Investments consisting of Guarantees or other contingent obligations permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions of trade credit and any prepaid royalties in the ordinary course of business; (j) Investments permitted under Section 4.25 and Section 4.29; (k) Hedging Agreements entered into in the Company’s or any of its Subsidiaries’ ordinary course of business for the purpose of hedging currency risks or interest rate risks (but not for speculative purposes); (l) Investments consisting of prepaid expenses, negotiable instruments held for collection or deposit, security deposits with utilities, landlords and other like Persons and deposits in connection with workers’ compensation and similar deposits, in each case, made in the ordinary course of business; (m) non-cash Investments in joint ventures or strategic alliances in the ordinary course of the Company’s or its applicable Subsidiary’s business consisting solely of the non-exclusive licensing of technology, the development of technology or the providing of technical support; (n) Permitted Acquisitions; (o) the Specified Acquisition; andPermitted In-Licensing Agreements and Permitted Out-Licensing Agreements; (p) Investments constituting Indebtedness or intercompany liabilities of the Company’s Subsidiaries owed by any Note Party arising in connection with cost plus and transfer pricing arrangements entered into in the ordinary course of business, in each case, to the extent subject to the Intercompany Subordination Agreement; (q) to the extent constituting an Investment, asset purchases (including purchases of inventory, Intellectual Property, equipment, supplies and materials), in each case in the ordinary course of business; (r) Investments resulting from non-cash consideration received in connection with any Disposition as permitted under Section 4.28(p), provided such non-cash consideration does not otherwise permitted impose any additional obligations upon any of the Note Parties or their Subsidiaries; (s) Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers, and suppliers who are not Affiliates, in the ordinary course of business; (t) Investments held by a Subsidiary acquired after the foregoing provisions Closing Date or of this a Person merged into the Company or merged, amalgamated or consolidated with a Subsidiary in accordance with Section 6.06 in an aggregate amount in an aggregate amount for all 4.25 after the Closing Date to the extent that such Investments under this clause were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation; and (pu) other Investments not to exceed $35,000,000 1,250,000 in the aggregate at any time outstanding. Notwithstanding anything herein ; provided that, before and immediately after giving effect to the contrarysuch Investment, the Borrower no Default or Event of Default has occurred and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow is continuing or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition)would result therefrom.

Investments. The None of the Borrower and each other Obligor or any Restricted Subsidiary will notpurchase, and will not permit any of its Restricted Subsidiaries tohold, directly or indirectlyacquire, make or own otherwise permit to exist any Investment in any other Person, including any Joint Venture, except: (a) Investments existing on the date hereof or made pursuant to binding commitments in effect on the date hereof and, except in the case of Investments by the Obligors and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure LetterPermitted Investments; (b) (i) Investments existing on the Effective Date in Subsidiaries and (ii) other Investments existing on the Effective Date and set forth on Schedule 6.08; (i) additional Investments by the Borrower in any Subsidiary Guarantor and by any Subsidiary Guarantor in the Borrower or Additional in another Subsidiary Guarantor, and (ii) Investments (including by way of capital contributions) by the Borrower andand the Restricted Subsidiaries in their Restricted Subsidiaries; provided, in the case of Holdingsclause (ii), following that (x) any Equity Interests held by a Loan Party shall be pledged to the consummation extent required pursuant to the terms of a Holdco Transaction, the Company; Collateral and Guarantee Requirement and (cy) the aggregate outstanding amount of Investments by Loan Parties in Joint Ventures, Unrestricted Subsidiaries and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, Loan Parties shall not exceed $40,000,0002,000,000,000 less any other uses of this amount pursuant to the other sub-clauses set forth in this Section 6.08 (such amount, as reduced pursuant to usage thereof, the “Shared Investment Amount”); (d) loans or advances made by the Borrower or any Restricted Subsidiary to any Restricted Subsidiary; provided that no loan or advance made by any Loan Party to a Restricted Subsidiary that is not a Loan Party shall be permitted pursuant to this Section 6.08(d) if, at the time of, and after giving effect to, the making of such loan or advance (and any substantially simultaneous use of the Shared Investment Amount) and the use of proceeds thereof, the Shared Investment Amount would be equal to or less than zero (it being understood Investments pursuant to this proviso shall constitute usage of the Shared Investment Amount); (e) Guarantees by the Borrower or any Restricted Subsidiary of Indebtedness or Secondary Obligations of the Borrower or any Restricted Subsidiary (including any such Guarantees arising as a result of any such Person being a joint and several co-applicant with respect to any letter of credit or letter of guaranty); provided that (i) (A) a Restricted Subsidiary that has not Guaranteed the Obligations pursuant to this Agreement shall not Guarantee any Indebtedness or Secondary Obligation of any Loan Party and (B) any such Guarantee of Indebtedness or Secondary Obligation that is subordinated in right of payment or by way of Lien priority to the Obligations is subordinated to the Obligations on terms no less favorable to the Lenders than those of such subordinated Indebtedness, (ii) any such Guarantee constituting Indebtedness is permitted by Section 6.01 and (iii) no Guarantee by any Loan Party of Indebtedness or Secondary Obligation of any Restricted Subsidiary that is not a Loan Party shall be permitted pursuant to this Section 6.08(e) if, at the time of the making of, and after giving effect to, such Guarantee (and any substantially simultaneous use of the Shared Investment Amount), the Shared Investment Amount would be equal to or less than zero (it being understood Investments pursuant to this clause (iii) shall constitute usage of the Shared Investment Amount); (f) (i) loans or advances to employees of the Borrower or any Restricted Subsidiary made in the ordinary course of business, including those to finance the purchase of Equity Interests of the Borrower (or the Parent Guarantor) pursuant to employee plans and (ii) payroll, travel travel, entertainment, relocation and similar advances to directors and employees of any Obligor the Borrower or any of its Subsidiaries Restricted Subsidiary to cover matters that are expected at the time of such advances to be treated as expenses of such Obligor the Borrower or such any Restricted Subsidiary for accounting purposes and that are made in the ordinary course of business; (e) loans or advances to directors and employees of any Obligor or any of its Subsidiaries made in the ordinary course of business; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $500,000; (f) Permitted Acquisitions; provided that the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000; (g) Investments in an aggregate amount pursuant to this clause (g) not to exceed the Available Amount; provided that immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (h) (i) in the event that any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parent; (j) Investments acquired in connection with the settlement of delinquent accounts in the ordinary course of business or received in connection with the bankruptcy or reorganization of, or settlement of suppliers delinquent accounts and disputes with, customers and suppliers, or customers; (k) Investments in the ordinary course of business consisting of endorsements securities acquired in connection with the satisfaction or enforcement of negotiable instruments for collection claims due or deposit; (l) Investments consisting of Guarantees owing to the Borrower or other contingent obligations permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions of trade credit any Restricted Subsidiary, in each case in the ordinary course of business; (o) the Specified Acquisition; and (p) Investments not otherwise permitted by the foregoing provisions of this Section 6.06 in an aggregate amount in an aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 at any time outstanding. Notwithstanding anything herein to the contrary, the Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition).

Investments. The Borrower and each other Obligor will not, and will not permit Make any of its Restricted Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint VentureInvestments, except: (a) Investments existing on held by the date hereof Borrower or made pursuant to binding commitments in effect on the date hereof and, except its Subsidiaries in the case form of cash or Cash Equivalents, and Investments by in the Obligors and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 ordinary course of the Borrower Disclosure Letterbusiness consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit; (b) Investments made by a Company in any Subsidiary Guarantor other Company that is or Additional would be consolidated with the Borrower and, in the case of Holdings, following the consummation of a Holdco Transaction, the Companyfor financial reporting purposes under GAAP; (c) Investments consisting of extensions of credit in Joint Ventures, Unrestricted Subsidiaries and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus nature of accounts receivable or notes receivable arising from the aggregate amount grant of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000; (d) payroll, travel and similar advances to directors and employees of any Obligor or any of its Subsidiaries to cover matters that are expected at the time of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes and that are made trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or lessees; (d) Investments related to income-producing Projects, single tenant or mixed-use Projects, Construction in Progress, improved land, unimproved land, Eligible Real Estate Investments and any business activities and Investments reasonably incidental thereto (including REIT company common stock) and Investments in partnerships or joint ventures; provided, that such Investments together with any such Investments held by all other members of the Combined Companies, (collectively, the “Combined Companies Investments”) shall, as applicable, be limited as follows: (i) the aggregate value of the Combined Companies Investments in all non wholly owned general and limited partnerships, joint ventures and other Persons (including, without limitation, Investments in C corporations, Investments in Investment Affiliates and any such Investments in existence as of the date hereof, including through the purchase or other acquisition of Equity Interests of any such Person) shall not constitute more than fifteen percent (15.0%) of Total Asset Value; (ii) Combined Companies Investments in Projects contributing to the calculation of Construction in Progress and Improved Land Value shall not, in the aggregate, at any time exceed an amount equal to ten percent (10.0%) of Total Asset Value (which for Construction in Progress and Improved Land Value held or owned by Investment Affiliates, will be based upon the Combined Companies Pro Rata Share of such Construction in Progress and Improved Land Value); (iii) Combined Companies Investments in Projects contributing to the calculation of Unimproved Land Value shall not at any time exceed an amount equal to five percent (5.0%) of Total Asset Value (which for Unimproved Land Value held or owned by Investment Affiliates, will be based upon the Combined Companies Pro Rata Share of such Unimproved Land Value); and (iv) Combined Companies Investments in Eligible Real Estate Investments shall not, in the aggregate, exceed fifteen percent (15.0%) of Total Asset Value (which for Eligible Real Estate Investments held or owned by Investment Affiliates, will be based upon the Combined Companies Pro Rata Share of such Eligible Real Estate Investments). In addition to the limitations above contained in this clause (d), the aggregate value of the types of Combined Companies Investments permitted pursuant to clauses (d)(i) – (iv) above shall not, in any case, exceed an amount equal to thirty-five percent (35.0%) of Total Asset Value; (e) loans or advances to directors and employees other Investments by the Combined Companies (excluding Investments of any Obligor or any of its Subsidiaries made the types described in the ordinary course of business; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $500,000; clauses (fa) Permitted Acquisitions; provided that the total Acquisition Consideration through (other than any Acquisition Consideration paid by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interestsd) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this AgreementSection 7.02, an amount equal to $100,000,000; (g) Investments whether or not permitted under such clauses); provided, that notwithstanding the foregoing, in an aggregate amount no event shall any Investment pursuant to clauses (b), (d) or (e) of this clause Section 7.02 be consummated if, (gi) not to exceed the Available Amount; provided that immediately prior to, and before or immediately after giving effect thereto, no Default or Event of a Default shall have occurred and be continuing or would result therefrom; (h) (i) in the event that any Obligor therefrom or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by the Combined Companies would not be in compliance, on a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employeesPro Forma Basis, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parent; (j) Investments acquired in connection with the settlement of delinquent accounts in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customers; (k) Investments in the ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit; (l) Investments consisting of Guarantees or other contingent obligations permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions of trade credit in the ordinary course of business; (o) the Specified Acquisition; and (p) Investments not otherwise permitted by the foregoing provisions of this Section 6.06 in an aggregate amount in an aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 at any time outstanding. Notwithstanding anything herein to the contrary, the Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition)7.11.

Investments. The Borrower and each other Obligor will not, and will not permit Make any of its Restricted Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint VentureInvestments, except: (a) Investments existing on held by the date hereof or made pursuant to binding commitments in effect on the date hereof and, except Parent and its Subsidiaries in the case form of Investments by the Obligors and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure Lettercash or Cash Equivalents; (b) Investments by (i) any Loan Party or Subsidiary thereof in any Loan Party (other than the Parent) or (ii) any Subsidiary Guarantor or Additional Borrower and, that is not a Loan Party in the case of Holdings, following the consummation of any other Subsidiary that is not a Holdco Transaction, the CompanyLoan Party; (c) Investments received in Joint Venturesconnection with the bankruptcy or reorganization of, Unrestricted Subsidiaries or settlement of delinquent accounts and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c)disputes with, plus the aggregate amount of salescustomers and suppliers, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000; (d) payroll, travel and similar advances to directors and employees of any Obligor or any of its Subsidiaries to cover matters that are expected at the time of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes and that are made in each case in the ordinary course of business; (d) Investments in any Investment Property owned by the Borrower or a Subsidiary Guarantor, (e) loans the purchase or advances to directors and employees other acquisition of all of the Equity Interests of any Obligor or any of its Subsidiaries made in the ordinary course of businessPerson that owns an Investment Property; provided that such Person becomes a Subsidiary Guarantor to the aggregate amount extent required under the provisions of such loans and advances outstanding at any time shall not exceed $500,000Section 6.12(b); (f) Permitted Acquisitions; provided that the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000; (g) Investments in an aggregate amount pursuant to this clause (gSwap Contracts permitted under Section 7.03(b) not to exceed the Available Amount; provided that immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (h) (i) in the event that any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parent; (j) Investments acquired in connection with the settlement of delinquent accounts entered into in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets or property held or reasonably anticipated by such Person, or changes in connection with the bankruptcy value of securities issued by such Person, and not for purposes of speculation or reorganization of suppliers or customers;taking a “market view”; and (kg) Investments consisting of (i) loans and advances made by the Operating Partnership or an Excluded Subsidiary in the ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit; (l) Investments consisting of Guarantees or other contingent obligations permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions of trade credit any Person engaged in the ordinary course business of business; purchasing and reselling real estate in order to finance such Person’s activities related to such real estate purchases and resales and (oii) the Specified Acquisition; and (p) Investments not otherwise permitted mortgage loans acquired by the foregoing provisions Operating Partnership or an Excluded Subsidiary that were originated by one or more third parties to an owner-occupant of residential real estate; provided, that the aggregate outstanding amount of all Investments under subclauses (i) and (ii) of this clause (g) shall not at time exceed 30% of the Total Asset Value at such time; provided, that notwithstanding the foregoing, in no event shall any Investment pursuant to clause (e) or (g) of this Section 6.06 in 7.02 be consummated if, immediately before or immediately after giving effect thereto, an aggregate amount in an aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 at any time outstanding. Notwithstanding anything herein to the contrary, the Borrower Event of Default has occurred and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow is continuing or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition)would result therefrom.

Investments. The Borrower and each other Obligor will not, and will not permit Make or hold any of its Restricted Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint VentureInvestments, except: (a) Investments existing on held by the date hereof or made pursuant to binding commitments in effect on the date hereof and, except Borrower and its Subsidiaries in the case form of Investments by the Obligors and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure Lettercash or Cash Equivalents; (b) Investments advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $1,000,000 at any Subsidiary Guarantor or Additional Borrower andtime outstanding, in the case of Holdingsfor travel, following the consummation of a Holdco Transactionentertainment, the Companyrelocation and analogous ordinary business purposes; (ci) Investments by the Borrower and its Subsidiaries in Joint Venturestheir respective Subsidiaries outstanding on the Closing Date, Unrestricted including, without limitation, the entities acquired pursuant to the AdColony Acquisition constituting Subsidiaries of Holdings hereunder, from and Restricted after such Acquisition, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not GuarantorsLoan Parties and (iv) additional Investments by the Loan Parties in wholly-owned Subsidiaries that are not Loan Parties; provided that the aggregate amount for all Investments under no Investment may be made pursuant to this clause (c)c)(iv) if (A) an Event of Default has occurred and is continuing or a Default would result therefrom, plus or (B) the aggregate amount of sales, transfers, leases and other dispositions Investments made pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to this clause (vic)(iv) during each fiscal year (other than revenue sharing payments to foreign contractual revenue partners that pass through Foreign Subsidiaries) shall exceed, or would exceed after giving effect to such Investment, the greater of the definition “Permitted Acquisition”, shall not exceed (1) $40,000,00010,000,000 and (2) 10% of Trailing Four Quarter Consolidated EBITDA; (d) payrollInvestments 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, travel and similar advances Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to directors the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02 (other than solely in reliance on clause (e) thereof); (f) Investments existing or committed to be made on the Closing Date (other than those referred to in Section 7.03(c)(i)) and employees set forth on Schedule 7.03; (g) Investments by the Borrower and its Subsidiaries (including, for the avoidance of doubt, in wholly-owned Subsidiaries that are not Loan Parties), in each case so long as: (i) no Event of Default shall then exist and no Default would exist after giving effect thereto; (ii) the Loan Parties shall demonstrate to the reasonable satisfaction of the Administrative Agent that, after giving effect to such Investment on a Pro Forma Basis, the Loan Parties are in Pro Forma Compliance with each of the financial covenants set forth in Section 7.11, provided that the numerator of the Consolidated Secured Net Leverage Ratio shall be at least 0.25 less than the then applicable maximum level set forth in Section 7.11, calculated using the same Measurement Period used to determine Pro Forma Compliance; and (iii) if such Investment is an Acquisition, (A) the Target is a type of business (or assets used in a type of business) permitted to be engaged in by the Borrower and its Subsidiaries pursuant to the terms of this Agreement; (B) the Administrative Agent, on behalf of the Secured Parties, shall have received (or shall receive in connection with the closing of such Acquisition) a first priority perfected security interest (subject to Permitted Liens) in all property (including, without limitation, Equity Interests) acquired with respect to the Target to the extent required by the terms of Section 6.14 and the Target, if a Person, shall have executed a Joinder Agreement to the extent required by the terms of Section 6.13; (C) the Administrative Agent and the Lenders shall have received not less than thirty (30) days prior to the consummation of any Obligor or any such Acquisition (1) a description of its Subsidiaries to cover matters that are expected at the time material terms of such advances Acquisition, and (2) not less than five (5) Business Days prior to the consummation of any Acquisition with a purchase price in excess of $50,000,000, a Permitted Acquisition Certificate, executed by a Responsible Officer of the Borrower certifying that such Acquisition complies with the requirements of this Agreement and providing notice of whether the Borrower elects to commence a Leverage Increase Period in accordance with Section 7.11(a); and (D) such Acquisition shall not be treated as expenses a “hostile” Acquisition and shall have been approved by the board of such Obligor directors (or such Subsidiary for accounting purposes equivalent) and/or shareholders (or equivalent) of the applicable Loan Party and that are made the Target; (h) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; (ei) loans Investments held by a Person (other than a Loan Party or advances Subsidiary) as of the date such Person is acquired and becomes a Subsidiary or is merged with or into or consolidated with a Loan Party or Subsidiary, in each case to directors and employees of any Obligor or any of its Subsidiaries made in the ordinary course of business; extent permitted hereunder, provided that (i) such Investments were not made, in any case, by such Person in connection with, or in contemplation of, such Permitted Acquisition, and (ii) with respect to any such Person which becomes a Subsidiary, such Subsidiary remains the aggregate amount only holder of such loans and advances outstanding at any time shall not exceed $500,000Investment; (fj) Permitted Acquisitions; provided that to the total Acquisition Consideration extent constituting an Investment, transactions permitted under Section 7.02 (other than any Acquisition Consideration paid by issuance or exchange of Equity Interestssolely in reliance on clause (e) thereof), or with the net proceeds from a substantially concurrent sale of Equity Interests) paid Section 7.04 (other than solely in connection with all Permitted Acquisitions occurring reliance on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000; clause (g) thereof) and Section 7.06; and (k) other Investments not exceeding $20,000,000 in an the aggregate amount in any fiscal year of Holdings; provided no such Investment may be made pursuant to this clause (gk) not to exceed the Available Amount; provided that immediately prior to, and after giving effect thereto, no Default or if an Event of Default shall have has occurred and be is continuing or would result therefrom; (h) (i) . provided, that, in no event shall the event that any Obligor Borrower or any of its Subsidiaries forms Subsidiary make any Subsidiary Investment in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person that is not a Loan Party (including any transfer from a Loan Party to such Person; (i) a non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests Loan Party) consisting in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parent; (j) Investments acquired in connection with the settlement of delinquent accounts in the ordinary course of business whole or in connection with the bankruptcy or reorganization part of suppliers or customers; (k) Investments in the ordinary course IP Rights of business consisting of endorsements of negotiable instruments for collection or deposit; (l) Investments consisting of Guarantees or other contingent obligations permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions of trade credit in the ordinary course of business; (o) the Specified Acquisition; and (p) Investments not otherwise permitted by the foregoing provisions of this Section 6.06 in an aggregate amount in an aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 at any time outstanding. Notwithstanding anything herein to the contrary, the Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary that are material to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time business of the Permitted AcquisitionBorrower and its Subsidiaries taken as a whole (as reasonably determined by the Borrower).

Investments. The Borrower and each other Obligor will not, and will not permit Make or hold any of its Restricted Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint VentureInvestments, except: (a) Investments existing on held by the date hereof or made pursuant to binding commitments in effect on the date hereof and, except Borrower and its Subsidiaries in the case form of Investments by the Obligors and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure Lettercash or Cash Equivalents; (b) Investments advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 at any Subsidiary Guarantor or Additional Borrower andtime outstanding, in the case of Holdingsfor travel, following the consummation of a Holdco Transactionentertainment, the Companyrelocation and analogous ordinary business purposes; (ci) Investments by the Borrower and its Subsidiaries in Joint Venturestheir respective Subsidiaries outstanding on the Closing Date, Unrestricted (ii) additional Investments by the Borrower and its Subsidiaries and Restricted in Domestic Subsidiaries that are Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties (other than inactive Subsidiaries per Section 7.18) in other Subsidiaries that are not Guarantors; provided Loan Parties, (iv) so long as no Default has occurred and is continuing or would result from making such Investment at the time of the making of such Investment, additional Investments by the Borrower and its Subsidiaries in wholly-owned Foreign Subsidiaries that the are Loan Parties in an aggregate amount for all invested from the Closing Date not to exceed $2,500,000 outstanding at any time calculated after giving effect to any returns or distributions of, or with respect to, capital or repayment of principal against Indebtedness constituting Investments under this clause actually received by the Borrower or such Subsidiary, as applicable, (c)v) so long as no Default has occurred and is continuing or would result from making such Investment at the time of the making of such Investment, plus additional Investments by the Borrower and its Subsidiaries in wholly-owned Foreign Subsidiaries that are not Loan Parties in an aggregate amount invested from the Closing Date not to exceed $1,000,000 outstanding at any time calculated after giving effect to any returns or distributions of, or with respect to, capital or repayment of salesprincipal against Indebtedness constituting Investments actually received by the Borrower or such Subsidiary, transfersas applicable, leases provided in each case, the provisions of Section 7.02(d) shall be met with respect to Intercompany Debt and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) Investments in the form of intercompany transfers to settle the assumption by the Borrower of the definition “Permitted Acquisition”, shall not exceed $40,000,000;Existing Danish Term Loan and to settle and terminate the hedging arrangements previously entered into with respect thereto. (d) payrollInvestments 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, travel and similar advances Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to directors the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02; (f) Investments existing on the Closing Date (other than those referred to in Section 7.03(c)(i)) and employees set forth on Schedule 7.03; (g) Permitted Acquisitions (other than of any Obligor CFCs and Subsidiaries held directly or any indirectly by a CFC, which Investments are covered by Section 7.03(c)(iv)); (h) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of its Subsidiaries to cover matters that are expected at the time suppliers and customers and in settlement of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes delinquent obligations of, and that are made other disputes with, customers and suppliers arising in the ordinary course of business; (ei) loans or advances to directors and employees of any Obligor or any of its Subsidiaries made other Investments not contemplated by the above provisions not exceeding $1,000,000 in the ordinary course of business; provided that the aggregate amount of such loans and advances outstanding at in any time shall not exceed $500,000; (f) Permitted Acquisitions; provided that the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000; (g) Investments in an aggregate amount pursuant to this clause (g) not to exceed the Available Amount; provided that immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (h) (i) in the event that any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting fiscal year of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the ParentBorrower; (j) Investments acquired in connection with the settlement of delinquent accounts in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customers[reserved]; (k) Investments in the ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit;[reserved]; and (l) Investments consisting by foreign branch operations of Guarantees or other contingent obligations permitted under Section 6.01; the Borrower (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions of trade credit in the ordinary course of business; (o) the Specified Acquisition; and (p) Investments not otherwise permitted by the foregoing provisions of this Section 6.06 in an aggregate amount in an aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 at any time outstanding. Notwithstanding anything herein subject to the contrary, the Borrower and each other Obligor will not, and will not permit any of its Restricted limitations on Excluded Accounts set forth in Section 6.14(d)) or by Foreign Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a in Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition)Cash Equivalents.

Investments. The Borrower and each other Obligor will Company shall not, and will shall not permit any of its Restricted Subsidiaries to, and the Guarantor shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (a1) Investments existing on the date hereof or made pursuant to binding commitments in effect on the date hereof and, except in the case of Investments by the Obligors and their respective make any Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 Investment; or (2) allow any Restricted Subsidiary of the Borrower Disclosure Letter;Company or the Guarantor to become an Unrestricted Subsidiary, unless, in each case: (b1) Investments in any Subsidiary Guarantor or Additional Borrower and, in the case of Holdings, following the consummation of a Holdco Transaction, the Company; (c) Investments in Joint Ventures, Unrestricted Subsidiaries and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000; (d) payroll, travel and similar advances to directors and employees of any Obligor or any of its Subsidiaries to cover matters that are expected at the time of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes and that are made in the ordinary course of business; (e) loans or advances to directors and employees of any Obligor or any of its Subsidiaries made in the ordinary course of business; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $500,000; (f) Permitted Acquisitions; provided that the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000; (g) Investments in an aggregate amount pursuant to this clause (g) not to exceed the Available Amount; provided that immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (h) (i) in the event that any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by occur as a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parent; (j) Investments acquired in connection with the settlement of delinquent accounts in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customers; (k) Investments in the ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit; (l) Investments consisting of Guarantees or other contingent obligations permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions of trade credit in the ordinary course of business; (o) the Specified Acquisitionconsequence thereof; and (p2) Investments not otherwise the Company would, at the time of, and after giving effect to, such Restricted Investment or such designation of a Restricted Subsidiary as an Unrestricted Subsidiary, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Leverage Ratio test set forth in the first paragraph of Section 4.10. Any designation of a Subsidiary of the Company or the Guarantor as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers' Certificate certifying that such designation complied with the preceding conditions and was permitted by this Section 4.08. If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing provisions requirements as an Unrestricted Subsidiary described in the definition of "Unrestricted Subsidiary," it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company or the Guarantor as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 6.06 4.10, the Company or the Guarantor, as the case may be, shall be in an aggregate amount in an aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 default. The Board of Directors of the Company and the Guarantor may at any time outstanding. Notwithstanding anything herein to the contrary, the Borrower and each other Obligor will not, and will not permit designate any of its Restricted Subsidiaries to, allow or cause any Domestic Unrestricted Subsidiary to be a subsidiary Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Foreign Restricted Subsidiary of the Company or the Guarantor, respectively, of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (other than any Domestic Subsidiary that 1) such Indebtedness is an existing subsidiary of an acquired Foreign Subsidiary permitted under the covenant described under Section 4.10 calculated on a pro forma basis as if such designation had occurred at the time beginning of the Permitted Acquisition)Reference Period; and (2) no Default or Event of Default would be in existence following such designation.

Investments. The Borrower and each other Obligor will notExcept to the extent permitted pursuant to paragraph (G) below, and will not permit neither the Company nor any of its Restricted Subsidiaries to, shall directly or indirectly, indirectly make or own any Investment in any Person, including any Joint Venture, except: (ai) Investments existing on the date hereof or made pursuant to binding commitments in effect on the date hereof and, except in the case of Investments by the Obligors cash and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure LetterCash Equivalents; (bii) Permitted Existing Investments in an amount not greater than the amount thereof on the Closing Date; (iii) Investments in any Subsidiary Guarantor trade receivables or Additional Borrower andreceived in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, in the case of Holdings, following the consummation of a Holdco Transaction, the Company; (c) Investments in Joint Ventures, Unrestricted Subsidiaries and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) disputes with, customers and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000; (d) payroll, travel and similar advances to directors and employees of any Obligor or any of its Subsidiaries to cover matters that are expected at the time of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes and that are made suppliers arising in the ordinary course of business; (eiv) loans or advances to directors Investments consisting of deposit accounts maintained by the Company and employees of any Obligor or any of its Subsidiaries made in the ordinary course of business; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $500,000Subsidiaries; (fv) Permitted Acquisitions; provided that Investments in (i) Domestic Incorporated Subsidiaries or (ii) Foreign Subsidiaries which provide a guarantee (including gross-up amounts for any withholding taxes or capital charges) of the total Acquisition Consideration Obligations (other than as distinguished from solely guaranteeing Drawn Foreign Amounts) (each such Foreign Subsidiary, a “Foreign Guarantor”), so long as any Acquisition Consideration paid by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid guarantee payments made in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000; (g) Investments in an aggregate amount pursuant to this clause (g) not to exceed the Available Amount; provided that immediately prior to, such guarantee can be shared and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (h) (i) in the event that any Obligor or any of its Subsidiaries forms any Subsidiary applied in accordance with the terms hereofrequirements of the Intercreditor Agreement; provided, however, that any Investment constituting a Permitted Acquisition shall be governed by clause (vii) below and not this clause (v); (vi) Investments consisting in Foreign Subsidiaries which are not Foreign Guarantors, subject to the Foreign Subsidiary Investment Limitation, if applicable; provided, that (x) intercompany loans permitted pursuant to Section 7.3(A)(v) and assets of Foreign Subsidiaries (other than assets directly or indirectly contributed to such Foreign Subsidiaries by the Company and/or the Significant Domestic Incorporated Subsidiaries after the Closing Date) which are used to make Investments in other Foreign Subsidiaries shall not be included in determining compliance with this clause (vi), (y) prior to consummating any Investment in a Foreign Subsidiary in an amount in excess of $50,000,000, the Company shall demonstrate to the Administrative Agent’s satisfaction the Company’s and its Subsidiaries’ pro forma compliance or planned pro forma compliance with this clause (vi), and (z) any Investment constituting a Permitted Acquisition shall be governed by clause (vii) below and not this clause (vi); (vii) Investments constituting Permitted Acquisitions; provided, that the Leverage Ratio will not exceed 3.35 to 1.00 after giving effect to any such Permitted Acquisition in excess of $100,000,000 (as demonstrated by the Company on a pro forma basis to the Administrative Agent’s satisfaction); provided, further, that if a Foreign Subsidiary (the “Acquiring Foreign Subsidiary”) Acquires another Person that becomes a Foreign Subsidiary (the “Target Sub”) as a result of such Acquisition, and the Equity Interests issued of the Target Sub are transferred in their entirety by such Person the Acquiring Foreign Subsidiary to such Obligor the Company or such a Significant Domestic Incorporated Subsidiary within 60 days after the date on which the Target Sub is initially Acquired, then the Target Sub shall be deemed to have been owned at all times by the Company or the applicable Significant Domestic Incorporated Subsidiary; , and, so long as the other conditions for a Permitted Acquisition have been satisfied and the Leverage Ratio test set forth above is met, then the Investment in the Target Sub shall be permitted under this clause (iivii); (viii) Investments constituting Indebtedness permitted by Section 7.3(A), Contingent Obligations permitted by Section 7.3(E) or Restricted Payments permitted by Section 7.3(F); (ix) Investments consisting of any additional Equity Interests issued right of the Company or its wholly-owned Domestic Incorporated Subsidiaries to payment for goods sold or for services rendered, whether or not it has been earned by a Wholly-Owned Subsidiary of a Person to such Personperformance; (ix) non-cash loans and advances to employees, officers, and directors Investments comprised of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests capital contributions (whether in the Parent so long as the proceeds form of such loans are used in their entirety to purchase such Equity Interests in the Parent; (j) Investments acquired in connection with the settlement of delinquent accounts in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customers; (k) Investments in the ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit; (l) Investments consisting of Guarantees cash, a note, or other contingent obligations assets) to a Subsidiary or other special purpose entity created solely to engage in transactions giving rise to Receivables Facility Attributed Indebtedness permitted under Section 6.01; (m) Investments which are required by law hereunder or otherwise resulting from transfers of assets permitted hereunder to maintain such a minimum net capital requirement Subsidiary or as may be otherwise required by applicable law; (n) extensions of trade credit in the ordinary course of business; (o) the Specified Acquisitionspecial purpose entity; and (pxi) Investments not otherwise permitted by the foregoing provisions of in addition to those referred to elsewhere in this Section 6.06 7.3(D) in an aggregate amount in an aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 at any time outstanding. Notwithstanding anything herein to the contrary, the Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition)30,000,000.

Investments. The Borrower and each other Obligor will notNo Loan Party shall, and will not nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, to make or own any Investment in any Person, including any Joint Venture, exceptexcept for: (a) Investments existing on the date hereof or made pursuant to binding commitments in effect on the date hereof and, except in the case of Investments by the Obligors cash and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure LetterCash Equivalents; (b) Investments consisting of extensions of credit or capital contributions by any Loan Party to or in any Subsidiary Guarantor or Additional Borrower and, in the case of Holdings, following the consummation of a Holdco Transaction, the Companyother Loan Party; (c) Investments in Joint Venturesloans and advances to employees, Unrestricted Subsidiaries officers and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) directors of the definition “Permitted Acquisition”, shall not exceed $40,000,000; (d) payroll, travel Loan Parties and similar advances to directors and employees of any Obligor or any of its their Subsidiaries to cover matters that are expected at the time of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes and that are made in the ordinary course of business; business to (ei) loans finance travel and relocation expenses and other ordinary business purposes not to exceed $1,000,000 in the aggregate at any time outstanding, (ii) in connection with such employee’s, officer’s or advances to directors and employees director’s purchase of any Obligor Stock of the Borrower (or any parent entity of its Subsidiaries made in the ordinary course of business; Borrower) (provided that the aggregate amount of such loans and advances outstanding at shall be contributed to the Borrower in cash as common equity) and (iii) relating to indemnification of any time shall officers, directors or employees in respect of liabilities relating to their serving in any such capacity, and any reimbursement of any such officer, director or employee of expenses relating to the claims giving rise to such indemnification; provided, in each case, that such loans and advances do not exceed $500,000violate Applicable Laws; (f) Permitted Acquisitions; provided that the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000; (g) Investments in an aggregate amount pursuant to this clause (g) not to exceed the Available Amount; provided that immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (h) (i) in the event that any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parent; (jd) Investments acquired in connection with the settlement of delinquent accounts receivable in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customers; (ke) Investments in existing on the ordinary course of business consisting of endorsements of negotiable instruments for collection or depositClosing Date and set forth on Schedule 7.6(e); (lf) Investments consisting comprising guarantees of Guarantees or other contingent obligations Indebtedness permitted under by Section 6.017.5; (mg) Investments which are required by law constituting the establishment or creation of Subsidiaries of the Borrower, so long as the Loan Parties comply, and cause such Subsidiaries to maintain a minimum net capital requirement or as may be otherwise required by comply, with the applicable lawprovisions of Section 6.12; (nh) extensions Investments received as the non-cash portion of trade credit consideration received in connection with transactions permitted pursuant to Section 7.4; (i) asset purchases (including purchases of inventory, Intellectual Property, equipment, supplies and materials), in each case in the ordinary course of business; (j) Permitted Acquisitions; (k) Investments in the nature of deposits with respect to leases or utilities provided to third parties in the ordinary course of business; (l) advances of payroll payments to employees, directors, consultants, independent contractors or other service providers or other advances of salaries or compensation to employees, directors, partners, members, consultants, independent contractors or other service providers, in each case in the ordinary course of business; (m) Investments held by any Person acquired by the Borrower or any of its Subsidiaries pursuant to a Permitted Acquisition after the Closing Date or of any Person merged, consolidated or amalgamated into the Borrower or any of its Subsidiaries in accordance with Section 7.1 after the Closing Date to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation; (n) Common Shares or Options purchased and transferred to, or repurchased from, employees or directors of, or consultants, or advisors to, the Borrower or any of its Subsidiaries pursuant to or in connection with a plan, agreement or arrangement approved by the Board of Directors of the Borrower in good faith, including the 2013 and 2016 stock purchase plans of the Borrower; (o) the Specified Acquisition; andInvestments in Permitted Joint Ventures; (p) Investments not otherwise permitted by in the foregoing provisions of this Section 6.06 in an aggregate amount in an aggregate amount for all such Chinese Partnership; and (q) Investments under this clause (p) not pursuant to exceed $35,000,000 at any time outstanding. Notwithstanding anything herein to the contrary, the Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition)In-Licensing Agreements.

Investments. The Borrower and each other Obligor Holding will not, and will not permit any of its Restricted ----------- Subsidiaries to, directly lend money or indirectly, credit or make or own any Investment in advances to any Person, including or purchase or acquire any Joint Venturestock, obligations or securities of, or any other interest in, or make any capital contribution to (collectively, "Investments") any other Person, except: (a) Investments existing on the date hereof Borrower or made pursuant any of its Subsidiaries may acquire and hold receivables owing to binding commitments in effect on the date hereof andit, except if created or acquired in the case ordinary course of Investments by business and payable or dischargeable in accordance with the Obligors and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 customary trade terms of the Borrower Disclosure Letteror its applicable Subsidiary, as the case may be; (b) Investments in any Subsidiary Guarantor or Additional Borrower andloans and advances to employees, officers and directors in the case ordinary course of Holdings, following the consummation of a Holdco Transaction, the Companybusiness in an aggregate principal amount not to exceed $3,000,000 at any time outstanding shall be permitted; (c) Investments in Joint Venturesexisting on the Restatement Effective Date and listed on Schedule XV hereto, Unrestricted Subsidiaries and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant without giving effect to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, any additions thereto or replacements thereof shall not exceed $40,000,000be permitted; (d) payroll, travel and similar advances to directors and employees of any Obligor or any of the Borrower may make Investments in its Subsidiaries to cover matters that are expected so long as the aggregate amount of all Investments outstanding at the any time of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes and that are made in the ordinary course of businesspermitted under this clause (d) shall not exceed $4,000,000; (e) loans or advances to directors and employees any Investment by any Subsidiary (other than Insurance Sub) of any Obligor or any of its Subsidiaries made the Borrower in the ordinary course Borrower (so long as any loan made by a Subsidiary of business; provided that the Borrower to the Borrower is subordinated to the Obligations on terms satisfactory to the Agent) or in another Subsidiary of the Borrower in an aggregate principal amount of such loans and advances outstanding for all Investments permitted by this clause (e) not to exceed $4,000,000 at any time outstanding shall not exceed $500,000be permitted; (f) Permitted Acquisitions; provided that the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance or exchange of Equity InterestsSubject to Section 8.15, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid Investments in connection with all Permitted Acquisitions occurring on or after the Effective Date Cash Equivalents shall not exceed, from the date of this Agreement, an amount equal to $100,000,000be permitted; (g) Investments in an aggregate amount pursuant to this clause (g) not to exceed by the Available Amount; provided that immediately prior to, Borrower and/its Subsidiaries permitted under Section 8.1 and after giving effect thereto, no Default or Event of Default Capital Expenditures permitted under Section 8.4 shall have occurred and be continuing or would result therefrompermitted; (h) (i) in the event that any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parent; (j) Investments acquired received in connection with the bona fide settlement of delinquent accounts debts created in the ordinary course of business or in connection with shall be permitted; (i) Contributions by Holding to the bankruptcy or reorganization of suppliers or customersESOP; (j) Contributions to the ESOP by the Borrower and/or its Subsidiaries to the extent permitted by Section 8.7; (k) Investments the Borrower may make capital contributions to Insurance Sub in the ordinary course of business consisting of endorsements of negotiable instruments for collection or depositan aggregate amount not to exceed $1,000,000; (l) any Investments consisting in accordance with any Rabbi Trust of Guarantees or other contingent obligations permitted under Section 6.01;the Borrower in effect on January 1, 1997 that is for the benefit of the Borrower's 401(a)(17) Supplemental Compensation Plan and deferred compensation plans; and (m) any Investments which are required in addition to those contemplated by law the foregoing clauses (a) through (l), provided that all Investments made -------- pursuant to maintain a minimum net capital requirement or as may this clause (m) shall be otherwise required by applicable law; (n) extensions of trade credit in the ordinary course of business; (o) the Specified Acquisition; and (p) Investments not otherwise permitted by the foregoing provisions of this Section 6.06 in an aggregate amount in an aggregate amount for all such Investments under this clause (p) New Senior Notes and the Special Term Loan Agreement and shall not to exceed $35,000,000 10,000,000 at any time outstanding. Notwithstanding anything herein to the contrary, the Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition).

Investments. The Borrower and each other Obligor will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, to make or own any Investment in any Person, including any Joint Venture, except: other than (ai) Permitted Investments existing on the date hereof or made pursuant to binding commitments in effect on the date hereof and, except in the case of Investments by the Obligors and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure Letter; (bii) Investments in any one or more Persons which will, upon the making of such Investment, become a Subsidiary Guarantor or Additional Borrower and, in the case be merged or consolidated with or into or transfer or convey all or substantially all of Holdings, following the consummation of a Holdco Transactionits assets to, the Company; Borrower or a Subsidiary thereof; provided, however, that (c1) Investments such Person’s primary business is the Telecommunications Business, (2) the Borrower would have been in Joint Venturescompliance with the covenants contained in Section 8.3 of this Agreement as of the end of the last four fiscal quarters, Unrestricted Subsidiaries giving pro forma effect to such Investment, and Restricted Subsidiaries the projections for the Borrower, giving effect to such Investment, would be in compliance with the covenants contained in Section 8.3 of this Agreement as of the end of the next four fiscal quarters, (3) no Indebtedness is assumed or incurred in connection with the acquisition other than Permitted Indebtedness, (4) such Person shall have executed and delivered a guaranty of the Obligations to the Administrative Agent for the benefit of the Lenders in form an substance satisfactory to the Administrative Agent on behalf of the Lenders and (5) such Person (except where such Person is merged into the Borrower or a Subsidiary thereof) agrees in writing to be bound by the terms of the Financing Documents; and provided further that are an Investment will not Guarantors; provided that the aggregate amount for all Investments be permitted under this clause (c), ii) if the sum of consideration to be paid in respect of such Investment plus the aggregate amount consideration paid in respect of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to all previous Investments made under this clause (viii) exceeds US$2,000,000 in the aggregate. For purposes of the definition foregoing clause, “Permitted Acquisition”, consideration” shall not exceed $40,000,000; (d) payroll, travel mean with respect to any acquisition all cash and similar advances non-cash consideration actually paid or required to directors and employees of any Obligor be paid by the Borrower or any of its Subsidiaries to cover matters that are expected at Subsidiaries, including the time principal amount of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes any assumed Indebtedness and that are made deferred amounts in the ordinary course nature of business; holdbacks (e) loans or advances to directors and employees of any Obligor the extent not distributed to the Borrower or any of its Subsidiaries made in the ordinary course of business; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $500,000; (f) Permitted Acquisitions; provided that the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000; (g) Investments in an aggregate amount pursuant to this clause (g) not to exceed the Available Amount; provided that immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (h) (i) in the event that any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parent; (j) Investments acquired in connection with the settlement of delinquent accounts in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customers; (k) Investments in the ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit; (l) Investments consisting of Guarantees or other contingent obligations permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions of trade credit in the ordinary course of business; (o) the Specified Acquisition; and (p) Investments not otherwise permitted by the foregoing provisions of this Section 6.06 in an aggregate amount in an aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 at any time outstanding. Notwithstanding anything herein to the contrary, the Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition)Subsidiaries.

Investments. The Borrower and each other Each Obligor will not, and nor will not it permit any of its Restricted Subsidiaries to, directly or indirectly, make or own permit to remain outstanding any Investment in any Person, including any Joint Venture, Investments except: (a) Investments existing outstanding on the date hereof or made pursuant to binding commitments Amendment Effective Date and identified in effect on Schedule 5 of the date hereof and, except in the case of Disclosure Schedules Statement; (b) operating deposit accounts with banks; (c) Permitted Investments; (d) Investments by the Obligors and their respective Restricted Subsidiaries in the Obligors and their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure Letter; (b) Investments in any Subsidiary Guarantor or Additional Borrower and, in the case of Holdings, following the consummation of a Holdco Transaction, the Company; (c) Investments in Joint Ventures, Unrestricted Subsidiaries and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000; (d) payroll, travel and similar advances to directors and employees of any Obligor or any of its Subsidiaries to cover matters that are expected at the time of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes and that are made in the ordinary course of business; (e) loans or advances to directors Investments in (i) Fund Entities and employees (ii) portfolio companies and other investments and investment vehicles of any Obligor or any of its Subsidiaries the Fund Entities, provided that no Investments shall be permitted to be made in the ordinary course of business; provided any Fund Entity that the aggregate amount is Controlled or managed by a Non-Controlled Acquired Entity (or portfolio companies and other investments and investment vehicles of such loans and advances outstanding at any time shall not exceed $500,000; Fund Entity) unless (fA) Permitted Acquisitions; provided that the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000; (g) Investments in an aggregate amount pursuant to this clause (g) not to exceed the Available Amount; provided that immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefromat the time of such Investment and immediately after giving effect thereto and (B) the Obligors shall be in Pro Forma Compliance (and a Responsible Officer on behalf of the Obligors shall have certified as such to the Administrative Agent); (hf) (i) Specified Hedging Agreements and any other Hedging Agreements entered into in the event that any Obligor or any ordinary course of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; business and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Personnot for speculative purposes; (ig) non-cash loans and advances to employees, officers, and consultants or directors of any Obligor the Obligors or any of its their Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parent; (j) Investments acquired in connection with the settlement of delinquent accounts in the ordinary course of business (including advances of payroll payments) in an aggregate amount not to exceed $5,000,000 (excluding (for purposes of such cap) travel and entertainment expenses, but including relocation expenses) at any one time outstanding; (h) Investments (including debt obligations) received in the ordinary course of business by the Obligors or any Subsidiary in connection with the bankruptcy or reorganization of suppliers or customers; (k) Investments and customers and in the ordinary course settlement of business consisting delinquent obligations of, and other disputes with, customers and suppliers arising out of endorsements of negotiable instruments for collection or deposit; (l) Investments consisting of Guarantees or other contingent obligations permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions of trade credit in the ordinary course of business; (oi) Investments constituting Permitted Acquisitions; (j) Investments constituting Permitted Acquisition Equity Repurchases; (k) Investments in any Non-Controlled Acquired Entity so long as, with respect to any such Investment, the Specified Obligors and their Subsidiaries shall have complied with the requirements set forth in clauses (a) through (f) of the definition of “Permitted Acquisition” as if such Investment constituted a “Permitted Acquisition” thereunder (and the Administrative Agent shall have received, prior to or concurrently with the consummation of such Investment, a certificate signed by a Responsible Officer of each Obligor confirming compliance with the requirements of such clauses (a) through (f) with respect to such Investment); (l) additional Investments up to but not exceeding $10,000,000 in the aggregate; (m) Investments with the proceeds of any Loan to the extent permitted by Sections 6.08(b)(ii) and 6.08(b)(iii); and (pn) Investments not otherwise permitted by required to effect the foregoing provisions Company Reorganization. For purposes of clause (l) of this Section 6.06 in an Section, the aggregate amount in of an aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 Investment at any time outstanding. Notwithstanding anything herein to the contrary, the Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary shall be deemed to be a subsidiary equal to (A) the aggregate amount of a Foreign Subsidiary cash, together with the aggregate fair market value of property, loaned, advanced, contributed, transferred or otherwise invested that gives rise to such Investment minus (B) the aggregate amount of dividends, distributions or other than any Domestic Subsidiary that is an existing subsidiary payments received in cash in respect of such Investment; the amount of an acquired Foreign Subsidiary at Investment shall not in any event be reduced by reason of any write-off of such Investment nor increased by any increase in the time amount of earnings retained in the Permitted Acquisition)Person in which such Investment is made that have not been dividended, distributed or otherwise paid out.

Investments. The Borrower and each other Obligor will not, and will not Make or permit any of its Restricted Subsidiaries to, directly or indirectly, make or own to exist any Investment in any Person, including any Joint Venture, except: (a) (i) Investments by the Borrower and the Restricted Subsidiaries existing on the date hereof or made pursuant to binding commitments in effect on the date hereof and, except in the case of Restricted Subsidiaries and (ii) additional Investments by the Obligors Borrower and their respective the other Restricted Subsidiaries in their respective the Borrower or the other Restricted Subsidiaries; provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Guarantee and Collateral Agreement, (B) the aggregate amount of Investments made after the Closing Date by Loan Parties in Restricted Subsidiaries that are not Loan Parties shall not exceed at any time outstanding the greater of (x) $10,000,000 and (y) 11% of Consolidated EBITDA for the most recently ended Test Period and (C) any such Investments in the form of loans or advances shall be subject to the limitations set forth on Section 6.06 of the Borrower Disclosure Letterin clause (c)(i) and (c)(iii) below; (b) Investments in any Subsidiary Guarantor cash or Additional Borrower and, in the case of Holdings, following the consummation of a Holdco Transaction, the CompanyCash Equivalents; (c) Investments in Joint Venturesloans or advances made by the Borrower to any other Restricted Subsidiary and made by any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary; provided that (i) any such loans or advances made by a Loan Party shall be evidenced by a promissory note or global intercompany note pledged to the Collateral Agent for the benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement, Unrestricted Subsidiaries together with an appropriate allonge or note power, (ii) the amount of such loans and advances made by Loan Parties to Restricted Subsidiaries that are not Guarantors; provided that Loan Parties shall be subject to the aggregate amount for all Investments under this limitation set forth in clause (c), plus a) above and (iii) any such loans or advances owed by a Loan Party to a Restricted Subsidiary that is not a Loan Party shall be subordinated in right of payment to the aggregate amount of sales, transfers, leases and other dispositions Obligations pursuant to Section 6.03(a)(iii) and an affiliate subordination agreement reasonably satisfactory to the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000Collateral Agent; (d) payrollInvestments received in connection with the bankruptcy or reorganization of, travel or settlement of delinquent accounts and similar advances to directors disputes with, customers and employees of any Obligor or any of its Subsidiaries to cover matters that are expected at the time of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes and that are made suppliers, in each case in the ordinary course of business; (e) the Borrower and the other Restricted Subsidiaries may make loans or and advances to directors and their respective employees of any Obligor or any of its Subsidiaries made in the ordinary course of business; provided that so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances outstanding at any time advances) shall not exceed in any fiscal year the greater of (x) $500,0002,500,000 and (y) 2.75% of Consolidated EBITDA for the most recently ended Test Period; (f) Permitted Acquisitionsthe Borrower and the other Restricted Subsidiaries may enter into Hedging Agreements expressly permitted by Section 6.01(k); (g) the Borrower or any other Restricted Subsidiary may acquire all or substantially all the assets of a person or line of business of such person, or not less than a majority of the Equity Interests of a person (referred to herein as the “Acquired Entity”); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any other Subsidiary; (ii) the Acquired Entity shall be in a Similar Business; and (iii) (A) both before and after giving effect thereto, no Event of Default shall have occurred and be continuing, in each case at and as of the date the agreement for such acquisition is signed and (B) at the time of the consummation of such transaction (or following such transaction within the time specified in this Agreement), the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.10 and the Security Documents; provided that the total Acquisition Consideration consideration paid by or on behalf of the Borrower and the other Restricted Subsidiaries for any such acquisition of a person that does not become a Loan Party (including by way of merger) or of assets (other than any Acquisition Consideration Immaterial Owned Real Property) that do not become Collateral, when aggregated with the total consideration paid by issuance or exchange on behalf of Equity Intereststhe Borrower and the other Restricted Subsidiaries for all other acquisitions made by the Borrower and the other Restricted Subsidiaries of persons that do not become Loan Parties (including by way of merger) or of assets (other than Immaterial Owned Real Property) that do not become Collateral, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from exceed the date greater of (x) $25,000,000 and (y) 27.5% of Consolidated EBITDA as of the last day of the most recently ended Test Period (any acquisition of an Acquired Entity meeting all the criteria of this Agreement, an amount equal Section 6.04(g) being referred to $100,000,000herein as a “Permitted Acquisition”); (gh) Investments existing on the date hereof and set forth in Schedule 6.04; (i) additional Investments up to an aggregate amount pursuant to this clause (g) not to exceed the Available Amount; provided that immediately prior tothat, and after giving effect theretowith respect to an Investment made using the Cumulative Retained Excess Cash Flow Amount, (1) no Default or Event of Default shall have occurred and be continuing or would result therefrom; therefrom and (h2) (i) the Borrower would be in the event that any Obligor or any of its Subsidiaries forms any Subsidiary in accordance compliance with the terms hereof, Investments consisting financial maintenance covenant set forth in Section 6.10 (calculated as of the Equity Interests issued by such Person most recently ended Test Period and as if the Total Leverage Ratio specified therein was required to be tested), after giving pro forma effect to such Obligor or such Subsidiary; Investment and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests pro forma adjustments described in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the ParentSection 1.03; (j) Investments acquired consisting of deposits, prepayments and/or other credits to suppliers in connection with the settlement ordinary course of delinquent accounts business; (k) Investments consisting of extensions of trade credit in the ordinary course of business or consistent with past practice; (l) promissory notes and other Investments received in connection with the bankruptcy or reorganization of suppliers or customersdispositions permitted by this Agreement; (km) Investments in the ordinary course of business or consistent with past practice consisting of endorsements of negotiable instruments for collection or deposit; (l) Investments consisting of Guarantees or other contingent obligations permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable lawdeposit and customary trade arrangements with customers consistent with past practices; (n) extensions to the extent that they constitute Investments, purchases and acquisitions of trade credit inventory, supplies, materials or equipment or purchases, acquisitions, licenses, sublicenses, subleases or leases of other assets, intellectual property, or other rights, in each case in the ordinary course of business; (o) Investments in any Subsidiary or any joint venture in connection with any intercompany cash management arrangement or related activities arising in the Specified Acquisitionordinary course of business so long as any concentration account or similar aggregating arrangement is in the name of a Loan Party; (p) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent that the same are permitted to remain unfunded under applicable requirements of Law; (q) obligations with respect to Guarantees provided by the Borrower or any Restricted Subsidiary in respect of leases and/or subleases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (r) the Borrower and its Subsidiaries may undertake or consummate any IPO Reorganization Transactions; (s) Investments made by the Borrower or any Restricted Subsidiary in any other Restricted Subsidiary in order to satisfy regulatory capital requirements with respect to FDIC deposit insurance; (t) Investments consisting of Indebtedness, Liens, Asset Sales and Restricted Payments permitted (other than by reference to this Section 6.04(t)) under Sections 6.01, 6.02, 6.05(b) and 6.06, respectively; (u) other Investments; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) the Total Leverage Ratio, on a pro forma basis after giving effect to such Investment and any pro forma adjustments described in Section 1.03, shall not exceed 2.00 to 1.00; and (pv) in addition to Investments not otherwise permitted by paragraphs (a) through (u) above, additional Investments by the foregoing provisions of this Section 6.06 in an Borrower and the other Restricted Subsidiaries so long as the aggregate amount of Investments made pursuant to this paragraph (v) (determined without regard to any write-downs or write-offs of such Investments) does not exceed in an the aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 at any time outstandingoutstanding the greater of (x) $25,000,000 and (y) 27.5% of Consolidated EBITDA as of the last day of the most recently ended Test Period. Notwithstanding anything herein For purposes of determining compliance with this Section 6.04, (x) an Investment need not be incurred solely by reference to one category described in this Section 6.04 but may be incurred under any combination of such categories (including in part under one such category and in part under any other such category) and (y) in the contraryevent that an Investment (or any portion thereof) meets the criteria of one or more of such categories of Investment permitted hereunder, the Borrower and each other Obligor will notshall, and will not permit in its sole discretion, classify or reclassify such Investment (or any of its Restricted Subsidiaries to, allow or cause portion thereof) in any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary manner that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition)complies with this definition.

Investments. The Borrower and each other Obligor will notNo Loan Party shall, and will not nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (a) Investments existing on the date hereof or made pursuant to binding commitments in effect on the date hereof and, except in the case of Investments by the Obligors cash and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure LetterCash Equivalents; (b) Investments owned as of the Closing Date in any Restricted Subsidiary Guarantor or Additional Borrower and, and Investments made after the Closing Date in the case Borrower and any wholly owned Restricted Subsidiary of Holdings, following the consummation of Borrower which is a Holdco Transaction, the CompanyGuarantor; (c) Investments in Joint Ventures, Unrestricted Subsidiaries and Joint Ventures; provided that such Investments (including through intercompany loans) shall not exceed at any time an aggregate amount of $75,000,000; (d) intercompany loans to the extent permitted under Section 6.1(d) and other Investments in Restricted Subsidiaries that which are not Guarantors; provided that the aggregate amount for such Investments (including through intercompany loans and any Acquisition) in Restricted Subsidiaries that are not Guarantors when combined with all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions made pursuant to Section 6.03(a)(iii6.7(p) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed at any time an aggregate amount equal to the greater of (i) $40,000,000100,000,000 and (ii) 15% of Consolidated Total Assets; (de) payroll, travel Permitted Acquisitions; (f) loans and similar advances to directors and employees of the Borrower and its Restricted Subsidiaries made in the ordinary course of business in an aggregate principal amount not to exceed $2,000,000; (g) Investments described in Schedule 6.7; (h) to the extent constituting Investments, Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any Obligor interest-bearing liability or investment of the Borrower or any of its Subsidiaries Restricted Subsidiary, or to cover matters that hedge currency exposure or to hedge energy costs or exposure, which, in any case, are expected at the time of such advances to be treated as expenses of such Obligor or such Subsidiary not entered into for accounting purposes and that are made speculative purposes; (i) trade receivables in the ordinary course of business; (ej) loans or advances guarantees to directors insurers required in connection with worker’s compensation and employees of any Obligor or any of its Subsidiaries made other insurance coverage arranged in the ordinary course of business; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $500,000; (f) Permitted Acquisitions; provided that the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000; (gk) Investments in an aggregate amount pursuant to this clause (gincluding debt obligations) not to exceed the Available Amount; provided that immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (h) (i) in the event that any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parent; (j) Investments acquired in connection with the settlement of delinquent accounts in the ordinary course of business or received in connection with the bankruptcy or reorganization of suppliers or customers; (k) Investments and customers and in the ordinary course good faith settlement of business consisting of endorsements of negotiable instruments for collection or deposit; (l) Investments consisting of Guarantees or delinquent obligations of, and other contingent obligations permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions of trade credit disputes with, customers and suppliers arising in the ordinary course of business; (l) intercompany Investments by any Foreign Subsidiary in any other Foreign Subsidiary; (m) lease, utility and other similar deposits in the ordinary course of business; (n) 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 and any modification, replacement, renewal or extension thereof; (o) Investments in the Specified Acquisitionform of non-cash consideration received in connection with dispositions of Intellectual Property (as defined in the Security Agreement) pursuant to clause (i) of the definition of “Asset Sale”; and (p) other Investments not otherwise permitted by the foregoing provisions of this Section 6.06 hereunder in an aggregate amount in an aggregate amount for amount, when combined with all such Investments under this clause (p) made pursuant to Section 6.7(d), not to exceed $35,000,000 at any time outstandingthe greater of $ 100,000,000 and 15% of the Borrower’s and its Subsidiaries’ Consolidated Total Assets as of the last day of the period for which financial statements have been delivered pursuant to Section 5.1(a) or (b). 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 value of such Investment, less any amount paid, repaid, returned, distributed or otherwise received in cash in respect of such Investment. Notwithstanding anything herein to the contrary, the Borrower and each other Obligor will notno Loan Party shall, and will not nor shall it permit any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition).

Investments. The Borrower Credit Parties shall not and each other Obligor will not, and will shall not cause or permit any of its Restricted their Subsidiaries to, to directly or indirectly, indirectly make or own any Investment in any Person, including any Joint Venture, Person except: (a) Investments existing on the date hereof or made pursuant in Cash Equivalents subject to binding commitments Control Agreements in effect on the date hereof andfavor of Agent (or, except in the case of Investments by the Obligors and their respective Restricted Subsidiaries in their respective SubsidiariesCanadian Borrower, set forth on Section 6.06 of the Borrower Disclosure LetterCanadian Agent); (b) Investments loans to other Credit Parties to the extent permitted under Section 3.1, and Holdings and its Subsidiaries may be holders of Indebtedness described in any Subsidiary Guarantor or Additional Borrower and, in the case of Holdings, following the consummation of a Holdco Transaction, the CompanySection 3.5(b)(ii); (c) Investments Borrowers and their Subsidiaries may make loans and advances to employees for moving, entertainment, travel and other similar expenses in Joint Ventures, Unrestricted Subsidiaries the ordinary course of business and Restricted Subsidiaries that are for the purchase of common Stock and options not Guarantors; provided that to exceed $5,000,000 or the Dollar Equivalent thereof in the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000at any time outstanding; (d) payrollBorrowers and their Subsidiaries may acquire and hold receivables owing to any of them, travel if created or acquired in the ordinary course of business and similar advances to directors and employees payable or dischargeable in accordance with customary trade terms (including the dating of receivables) of any Obligor such Borrower or any such Subsidiary; (e) Borrowers and their Subsidiaries may acquire and own investments (including debt obligations and equity securities) received in connection with the bankruptcy or reorganization of its Subsidiaries to cover matters that are expected at the time suppliers and customers and in settlement of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes delinquent obligations of, and that are made other disputes with, customers and suppliers arising in the ordinary course of business; (e) loans or advances to directors and employees of any Obligor or any of its Subsidiaries made in the ordinary course of business; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $500,000; (f) Permitted Acquisitions; provided that the total Acquisition Consideration (Interest Rate Agreements and other than any Acquisition Consideration paid by issuance or exchange of Equity Interests, or hedging agreements entered into in compliance with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date Section 3.1 shall not exceed, from the date of this Agreement, an amount equal to $100,000,000be permitted; (g) Investments in an aggregate amount pursuant to this clause (g) not to exceed existence on the Available Amount; provided that immediately prior toClosing Date and listed on Schedule 3.3 shall be permitted, and after without giving effect theretoto any additions thereto or replacements thereof, no Default or Event it being understood that any additional Investments made with respect to such existing Investments shall be permitted only if independently permitted under the other provisions of Default shall have occurred and be continuing or would result therefromthis Section 3.3; (h) Holdings, any Borrower or any Subsidiary of Holdings or any Borrower may acquire and hold obligations of one or more officers or other employees of Holdings or any Borrower or any Subsidiary of Holdings or any Borrower in connection with such officers’ or employees’ acquisition of shares of Holdings common Stock, so long as no cash is actually advanced by Holdings or any Borrower or any Subsidiary of Holdings or any Borrower to such officers or employees in connection with the acquisition of any such obligations; (i) in the event that any Obligor or Borrower and any of its Wholly-Owned Domestic Subsidiaries forms any Subsidiary may make Permitted Acquisitions; (j) Holdings, Borrowers and their Subsidiaries may own the Stock of their respective Subsidiaries in existence on the Closing Date (after giving effect to the Related Transactions) or created or acquired in accordance with the terms hereofof this Agreement (so long as all amounts invested in such Subsidiaries are independently justified under another provision of this Section 3.3); (k) Borrowers and their Subsidiaries may make advances in the form of a prepayment of expenses, Investments consisting so long as such expenses were incurred in the ordinary course of the Equity Interests issued by business and are being paid in accordance with customary trade terms of such Person to such Obligor Borrower or such Subsidiary; ; (l) (i) any Credit Party may make cash equity contributions to any other Credit Party that is a Wholly-Owned Domestic Subsidiary of the Person making such contribution other than Inactive Subsidiaries and (ii) Investments consisting of any additional Equity Interests issued by Credit Party may make non-cash equity contributions to any other Credit Party that is a Wholly-Owned Subsidiary of a Person to the Credit Party making such Person; (i) non-cash loans and advances to employeescontribution other than Inactive Subsidiaries, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as any security interest granted to the proceeds Agent for the benefit of Lenders in any assets so contributed (or in any deposit accounts or securities accounts in which such loans assets are used held) shall remain in their entirety full force and effect and be perfected (to purchase at least the same extent as in effect immediately prior to such Equity Interests in contribution) and all actions required to maintain said perfected status have been taken; provided, that the Parent; aggregate cash equity contributions by U.S. Borrower to Canadian Borrower (jnet of distributions by Canadian Borrower to U.S. Borrower) Investments acquired in connection after the Closing Date together with the settlement of delinquent accounts in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customers; (k) Investments in the ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit; (l) Investments consisting of Guarantees or other contingent obligations intercompany loans permitted under Section 6.013.1(b)(iv) shall not exceed $25,000,000 or the Dollar Equivalent thereof at any time; (m) Investments which are required in joint ventures, including increased Investments in Existing Joint Ventures, not to exceed $25,000,000 in the aggregate plus any proceeds actually received by law the respective investor in respect of Investments theretofore made by it pursuant to maintain this paragraph (m); provided, that Credit Parties shall promptly take all steps reasonably necessary to enable Agent to obtain first priority perfected Liens on such Investments including the Stock of any joint venture owned by a minimum net capital requirement or as may be otherwise required by applicable lawCredit Party; (n) extensions Investments in promissory notes and other evidence of trade credit in Indebtedness received as partial consideration for any Asset Dispositions and any other transaction that would be an Asset Disposition but for the ordinary course operation of businessclause (b)(3) of the definition of Asset Disposition; (o) Investments which may be made subject to the Specified Acquisitionconditions applicable to Permitted Distributions set forth in Section 3.5(d); provided, that, the aggregate amount of such Investments (net of returns on such Investments), as of any date of determination, shall not exceed the amount of Permitted Distributions permitted pursuant to Section 3.5(d) as of such date, shall reduce the amount of Permitted Distributions which may be made pursuant to Section 3.5(d) and the amount of Subordinated Debt which may be prepaid pursuant to Section 3.17(iii) on a dollar-for-dollar basis, and the Credit Parties shall promptly take all steps reasonably necessary to enable Agent to obtain first priority perfected Liens on such Investments, including the Stock of any joint venture owned or acquired by a Credit Party; and (p) Investments not otherwise permitted by the foregoing provisions of this Section 6.06 in an aggregate amount in an aggregate amount for all such Investments under this clause (pvalued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) not to exceed $35,000,000 at 45,000,000 (plus any time outstanding. Notwithstanding anything herein proceeds actually received by the respective investor in respect of Investments theretofore made by it pursuant to this paragraph (p)); provided, that the contraryCredit Parties shall promptly take all steps reasonably necessary to enable Agent to obtain first priority perfected Liens on such Investments, including the Borrower and each other Obligor will not, and will not permit Stock of any of its Restricted Subsidiaries to, allow joint venture owned or cause any Domestic Subsidiary to be acquired by a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition)Credit Party.

Investments. The No Borrower and each other Obligor will notwill, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, make or own permit to exist any Investment in any other Person, including any Joint Venture, except: (a) Investments existing on the date hereof or made pursuant to binding commitments in effect on the date hereof and, except in the case of Investments by the Obligors and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure LetterPermitted Investments; (b) Investments in listed on Schedule 6.05 and any Subsidiary Guarantor extensions, renewals, replacements or Additional Borrower and, in refinancings thereof that do not increase the case amount of Holdings, following the consummation of a Holdco Transaction, the Companysuch Investments; (c) Investments in Joint Ventures, Unrestricted Subsidiaries and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant to guarantees constituting Indebtedness permitted by Section 6.03(a)(iii6.01(d) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000Section 6.01(e); (d) payroll, travel and similar advances to directors and employees Investments permitted by Section 6.03 or Section 6.06; (e) Business Acquisitions permitted by Section 6.10; (f) Investments by any Obligor in any Subsidiary of any Obligor or Obligor; provided that such Investment in any of its Subsidiaries to cover matters that are expected at the time of such advances to be treated as expenses of such Obligor or such Subsidiary that is not an Obligor shall be limited to $10,000,000, net of any cash returned on such Investments. Notwithstanding the foregoing, no additional such Investment in any such Subsidiary that is not an Obligor shall be made during the continuance of an Event of Default; (g) Investments by any Obligor in any other Obligor; (h) Investments received in satisfaction of judgments, settlements of accounts, debts or compromises of obligations or as consideration for accounting purposes the settlement, release or surrender of a contract, tort or other litigation claims, in each case in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; (i) prepaid expenses and that are made advances in the ordinary course of business, and lease, utility, workers’ compensation, performance and other similar deposits in the ordinary course of business; (e) loans or advances to directors and employees of any Obligor or any of its Subsidiaries made in the ordinary course of business; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $500,000; (f) Permitted Acquisitions; provided that the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000; (g) Investments in an aggregate amount pursuant to this clause (g) not to exceed the Available Amount; provided that immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (h) (i) in the event that any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parent; (j) Investments acquired in connection deposits of cash with the settlement of delinquent accounts banks or other financial institutions in the ordinary course of business or so long as any such deposits by the US Borrower and any Domestic Subsidiary are subject to perfected Liens in connection with favor of the bankruptcy or reorganization of suppliers or customersAdministrative Agent; (k) Investments consisting of extensions of credit in the ordinary course nature of business consisting of endorsements of negotiable instruments for collection accounts receivable or deposit; (l) Investments consisting of Guarantees or other contingent obligations permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions notes receivable arising from the granting of trade credit in the ordinary course of business; (ol) Investments by any Subsidiary that is not a Obligor in, to, or for the Specified Acquisitionbenefit of any Subsidiary that is not an Obligor; and (pm) Investments received as consideration from any Disposition permitted by Section 6.04. (n) Other Investments not otherwise permitted by the foregoing provisions of this Section 6.06 6.05 in an aggregate amount amounts not in an aggregate amount for all such Investments under this clause (p) not to exceed excess of $35,000,000 1,000,000 at any time outstanding. Notwithstanding anything herein to the contrary, the Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition).

Investments. The Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (ai) Investments existing on the date hereof or made pursuant to binding commitments in effect on the date hereof and, except in the case of Investments held by the Obligors and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure Letter; (b) Investments in any Subsidiary Guarantor or Additional Borrower and, in the case of Holdings, following the consummation of a Holdco Transaction, the Company; (c) Investments in Joint Ventures, Unrestricted Subsidiaries and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000; (d) payroll, travel and similar advances to directors and employees of any Obligor or any of its Subsidiaries to cover matters that are expected at the time of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes in the form of cash and that are Cash Equivalents, (ii) made in the ordinary course of business;business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers, in each case consistent with past practices, (eiii) loans or advances to directors Investments (including debt obligations and employees of any Obligor or any of its Subsidiaries made in the ordinary course of business; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $500,000; (f) Permitted Acquisitions; provided that the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000; (g) Investments in an aggregate amount pursuant to this clause (g) not to exceed the Available Amount; provided that immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (h) (i) in the event that any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parent; (j) Investments acquired in connection with the settlement of delinquent accounts in the ordinary course of business or received in connection with the bankruptcy or reorganization of suppliers and customers or customers; (k) Investments in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business consisting or upon the foreclosure with respect to any secured Investment or other transfer of endorsements title with respect to any secured Investment, in each case only to the extent reasonably necessary in order to prevent or limit loss, (iv) in any Special Entity, so long as in each case such Investments are (A) made in the ordinary course of negotiable business to fund operating expenses (including, without limitation, purchases of inventory in the ordinary course of business and capital expenditures incurred in the ordinary course of business consistent with past practices but only to the extent they are Ordinary Capital Expenditures) of such Special Entity, (B) consistent with past practices of the Borrower, its Subsidiaries and such Special Entities and (C) either (I) not in excess of $25,000,000 in the aggregate at any time outstanding or (II) otherwise made pursuant to agreements, documents or other instruments pursuant to which the Borrower or such Subsidiary shall have a commitment to fund and in respect of which the Borrower shall, upon the request of the Administrative Agent, use commercially reasonable efforts to cause the Administrative Agent, for collection the benefit of itself and the other Lenders, to have a perfected first Lien within thirty (30) days (or depositsuch longer time period as the Administrative Agent may agree) following the date of any such Investment under this subclause (II) (and subject to an agreement among the Administrative Agent on behalf of the Lenders on the one hand, and the administrative agent on behalf of the lenders under the Revolving Loan Facility, the U.S. Cellular Revolving Loan Facility or the U.S. Cellular Term Loan Facility, as applicable, on the other hand, regarding such Liens), but in no event shall the aggregate amount of all Investments made under this subclause (II) exceed $50,000,000; (lv) Investments consisting of Guarantees extensions of credit in the nature of accounts receivable or other contingent obligations permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions notes receivable arising from the grant of trade credit in the ordinary course of business; (o) the Specified Acquisitionbusiness and consistent with past practices; and (pvi) the CoBank Equities and any other stock or securities of, or Investments not otherwise permitted by the foregoing provisions of this Section 6.06 in an aggregate amount in an aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 at any time outstanding. Notwithstanding anything herein to the contraryin, the Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow CoBank or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition).investment services or programs;

Investments. The Borrower and each other Obligor will Company shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, to make or own hold any Investment in any Person, including any Joint VentureInvestments, except: (a) Investments existing on the date hereof or made pursuant to binding commitments in effect on the date hereof and, except in the case of Investments by the Obligors and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure LetterPermitted Investments; (b) (i) Investments in by the Company and its Restricted Subsidiaries outstanding on the Closing Date and listed on Schedule 8.02 hereto and any Subsidiary Guarantor modification or Additional Borrower and, replacement thereof not involving an increase in the case aggregate amount of Holdings, following such Investments as of the consummation Closing Date (it being understood that if the amount of a Holdco Transactionany Investment is increased in connection with any modification or replacement, the Companyamount outstanding on the Closing Date shall be permitted under this clause (b)(i) and the increased amount shall be permitted if permitted under another clause or sub-clause of this Section 8.02) and (ii) Investments by Restricted Subsidiaries that are not Loan Parties; (c) Investments in Joint Venturescurrent assets, Unrestricted Subsidiaries including extensions of credit in the nature of accounts receivable or notes receivable and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000; (d) payroll, travel and similar advances to directors and employees of any Obligor received in satisfaction or any of its Subsidiaries to cover matters that are expected at the time of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes and that are made partial satisfaction thereof from financially troubled account debtors in the ordinary course of business; (ed) loans or advances to directors and employees of any Obligor or any of its Subsidiaries made in the ordinary course of business; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $500,000Guarantees permitted by Section 8.01; (fe) Permitted Acquisitionsthe purchase or other acquisition of all of the Equity Interests in any Person or a business unit or all or a substantial part of the business of any Person if upon the consummation thereof such Person or assets will be a Wholly Owned Subsidiary; provided that the total Acquisition Consideration that, with respect to each purchase or other acquisition made pursuant to this Section 8.02(e) (other than each, a “Permitted Acquisition”): (i) any Acquisition Consideration paid by issuance such newly-created or exchange of Equity Interests, or acquired Restricted Subsidiary shall comply with the net proceeds from a substantially concurrent sale applicable requirements of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000Section 7.08; (gii) Investments the lines of business of the Person to be (or the property of which is to be) so purchased or otherwise acquired shall be (A) the businesses engaged in an aggregate amount pursuant by the Company and its Restricted Subsidiaries on the date hereof, (B) the businesses of media, business services or business outsourcing and (C) any business or activities substantially similar or related thereto (which shall include other businesses related to this clause the handling and/or distribution of data used or processed in the businesses engaged in by the Company and its Restricted Subsidiaries on the date hereof); (giii) not (A) subject to exceed the Available Amount; provided that Section 1.11, immediately prior to, before and immediately after giving pro forma effect theretoto any such purchase or other acquisition, no Default or Event of Default shall have occurred and be continuing continuing, and (B) immediately after giving effect to such purchase or would result therefromother acquisition, the Payment Conditions shall be satisfied; (iv) the Company shall have delivered to the Administrative Agent, no later than the Business Day prior to the date on which any such purchase or other acquisition is to be consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (e) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition; provided that such certificate shall not be required for any purchase or other acquisition involving cash consideration of less than $50,000,000; and (v) the Company shall have delivered to the Administrative Agent, within 60 days following the date on which any such purchase or other acquisition is consummated, annual projections for the business acquired in the Permitted Acquisition for the period through the Maturity Date; provided that such annual projections shall only be required for any purchase or other acquisition involving cash consideration of more than $350,000,000. (f) Investments (i) by the Company in any Guarantor, (ii) by any Guarantor in the Company, (iii) by a Guarantor in another Guarantor, (iv) by a Restricted Subsidiary that is not a Loan Party in another Restricted Subsidiary (including a Loan Party to the extent any Debt of a Loan Party is subordinated to the Secured Obligations pursuant to a global intercompany note), and (v) not exceeding $200,000,000 in the aggregate at any time consisting of intercompany loans from the Company or a Guarantor to a Restricted Subsidiary that is not a Guarantor; (g) other Investments so long as the Payment Conditions shall have been satisfied at the time of such Investment, (it being understood that after an Investment is made in compliance with this clause (g), such Investment may be held without regard to whether the Payment Conditions are still satisfied); (h) (i) other Investments not to exceed $150,000,000 in the event that aggregate at any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Persontime outstanding; (i) non-cash loans and advances to employeesdirectors, officers, employees and directors officers of any Obligor the Borrower or any Restricted Subsidiary in the ordinary course of its Subsidiaries business (including for travel, entertainment and relocation expenses) in an aggregate principal amount for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety Borrower and its Restricted Subsidiaries not to purchase such Equity Interests in the Parentexceed $10,000,000 at any one time outstanding; (j) Investments acquired in connection to the extent that payment for such Investments is made with common stock of the settlement of delinquent accounts in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customers;Borrower; and (k) Investments in arising out of the ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit; (l) Investments consisting of Guarantees or other contingent obligations permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions of trade credit in the ordinary course of business; (o) the Specified Acquisition; and (p) Investments not otherwise permitted receipt by the foregoing provisions Borrower or a Restricted Subsidiary of non-cash consideration for the sale of assets not prohibited by the terms of this Section 6.06 in an aggregate amount in an aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 at any time outstanding. Notwithstanding anything herein to the contrary, the Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition)Agreement.

Investments. The Borrower and each other Obligor will notNo Credit Party shall, and will not nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (a) Investments existing on the date hereof or made pursuant to binding commitments in effect on the date hereof and, except in the case of Investments by the Obligors Cash and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure LetterCash Equivalents; (b) equity Investments owned as of the Third Restatement Date in any Subsidiary Guarantor or Additional Borrower and, and Investments made after the Third Restatement Date in the case of Holdings, following the consummation of a Holdco Transaction, the Companyany Guarantor; (c) Investments (i) received in Joint Venturesconnection with the bankruptcy or reorganization of, Unrestricted or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business and (ii) consisting of deposits, prepayments and other credits to suppliers made in the ordinary course of business consistent with the past practices of Borrower or any of its Subsidiaries, as applicable; (d) intercompany loans and advances to the extent permitted under Section 6.1(c) and other Investments (i) in (including Guarantees of Indebtedness of) any Credit Party, (ii) by any Credit Party in (including (without duplication for purposes of the proviso to this clause (ii)) Guarantees of Indebtedness of) Subsidiaries and Restricted Subsidiaries that of Borrower which are not Guarantors; provided that the aggregate amount for all such Investments under this clause (c), plus the ii) shall not exceed at any one time outstanding an aggregate amount of sales, transfers, leases 4.0% of Consolidated Total Assets and other dispositions pursuant to Section 6.03(a)(iii(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) by any Subsidiary of the definition “Permitted Acquisition”, shall Borrower that is not exceed $40,000,000; a Guarantor in (dincluding Guarantees of Indebtedness of) payroll, travel and similar advances to directors and employees any other Subsidiary of any Obligor or any of its Subsidiaries to cover matters the Borrower that are expected at the time of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes and that are made in the ordinary course of businessis not a Guarantor; (e) Permitted Interim Investments and intercompany loans and advances and capital contributions by Credit Parties to Subsidiaries that are not Credit Parties in connection with any Permitted Interim Investment; provided, that, for the avoidance of doubt, the acquisition of the remaining Equity Interests of a Person such that such Person becomes a wholly owned Subsidiary of Borrower shall either (x) be subject to the provisions of Section 6.8(h) or (y) be made pursuant to and in compliance with Section 6.6(d)(ii) or 6.6(i); (f) loans and advances to directors and employees of any Obligor or any of Borrower and its Subsidiaries made in the ordinary course of business; provided that the business in an aggregate principal amount of such loans and advances outstanding at any time shall not to exceed $500,000; (f) Permitted Acquisitions; provided that the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,00025,000,000; (g) Permitted Acquisitions permitted under Section 6.8; (h) Investments described in Schedule 6.6 and any modification, replacement, renewal or extension thereof to the extent not involving an additional Investment; (a) other Investments in an aggregate amount pursuant to this clause (g) not to exceed the Available Amount; provided that immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (h) (i) in the event that any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parent; (j) Investments acquired in connection with the settlement of delinquent accounts in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customers; (k) Investments in the ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit; (l) Investments consisting of Guarantees or other contingent obligations permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions of trade credit in the ordinary course of business; (o) the Specified Acquisition; and (p) Investments not otherwise permitted by the foregoing provisions of this Section 6.06 in an aggregate amount in an aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 350,000,000 (reduced on a dollar for dollar basis by Restricted Junior Payments pursuant to clause (h) of Section 6.4, other than Restricted Junior Payments under such clause made using the CNI Growth Amount) at any time outstandingoutstanding from and after the Amendment No. Notwithstanding anything herein 6 Effective Date; provided that such amount shall be increased (but not decreased) by the CNI Growth Amount as in effect immediately prior to the contrary, the Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisitionmaking of such Investments and (b).

Investments. The Borrower and each other Obligor will not, and will not permit Make or hold any of its Restricted Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint VentureInvestments, except: (a) Investments held by the Borrower and its Subsidiaries in the form of Cash Equivalents; (b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $2,000,000 at any time outstanding; (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties (other than Holdings); provided, that notwithstanding this clause (ii), intercompany loans to Holdings will be permitted to the extent Restricted Payments to Holdings would be permitted under Section 7.06 (so long as such intercompany loan is counted as a Restricted Payment for purposes of Section 7.06), (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties or Qualified Subsidiaries in other Subsidiaries that are not Loan Parties or Qualified Subsidiaries, (iv) Investments by the Borrower and its Subsidiaries in Qualified Subsidiaries and (v) any loans or advances to any Subsidiary that meets the requirements of clauses (1), (2) and (3) of the definition of Qualified Subsidiary; provided that to the extent such Investment referred to in clause (iv) or (v) constitutes Indebtedness or advances of or to any Qualified Subsidiary or a Subsidiary meeting the requirements of clauses (1), (2) and (3) of the definition of Qualified Subsidiary from the Borrower or any Subsidiary Guarantor, such Indebtedness shall be evidenced by a promissory note to the Borrower or such Subsidiary Guarantor, as the case may be, secured by substantially all assets of such Qualified Subsidiary or such Subsidiary meeting the requirements of clauses (1), (2) and (3) of the definition of Qualified Subsidiary (such note as so secured, a “Secured Intercompany Note”), which Secured Intercompany Note shall be pledged to the Administrative Agent for the benefit of the Secured Parties in accordance with the terms of the Security Agreement; provided that the Administrative Agent shall be entitled to reasonably request that the payee on such intercompany note take such actions or request such items (similar to those set forth in Section 6.12) as the Administrative Agent reasonably believes is necessary to perfect the security interest of the payee in any such Secured 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 to the extent reasonably necessary in order to prevent or limit loss; (e) Guarantees permitted by Section 7.02(h) and guarantees of obligations incurred by Qualified Subsidiaries not constituting Indebtedness entered into in the ordinary course of business of the Borrower and its Subsidiaries; (f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03 or an Investment consisting of any extension, modification or renewal of any Investment existing as of the date hereof and set forth on Schedule 7.03 (excluding any such extension, modification or renewal involving additional advances, contributions or other investments of cash or property or other increases thereof unless it is a result of the accrual or accretion of interest or original issue discount or payment-in-kind pursuant to the terms, as of the date hereof, of the original Investment so extended, modified or renewed) and pursuant to any binding commitment outstanding as of the date hereof and set forth on Schedule 7.03; (g) the purchase or other acquisition of Equity Interests in any Person (which, upon such acquisition, shall become a Qualified Subsidiary), or all or substantially all of the property of, any Person the assets of which, upon the consummation thereof, will be owned by the Borrower, one or more Subsidiary Guarantors or one or more Qualified Subsidiaries; provided that, with respect to each purchase or other acquisition made pursuant to binding commitments in effect on this Section 7.03(g): (i) no Default shall have occurred or be continuing either before or after such purchase or acquisition; (ii) Section 6.12 shall be complied with with respect to such newly acquired Subsidiary and property; (iii) the date hereof and, except in lines of business of the case Person to be (or the property of Investments by which is to be) so purchased or otherwise acquired shall be substantially the Obligors and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 same lines of business as one or more of the principal businesses of the Borrower Disclosure Letterand its Subsidiaries; (biv) with respect to any transaction involving Acquisition Consideration of more than $10,000,000, unless the Administrative Agent shall otherwise agree, the Borrower shall have provided the Administrative Agent with (A) historical financial statements for the last three fiscal years (or, if less, the number of years since formation) of the person or business to be acquired (audited if available without undue cost or delay) and unaudited financial statements thereof for the most recent interim period which are available, and (B) any such other information and data relating to such transaction or the Person or assets to be acquired as may be reasonably requested by the Administrative Agent; (v) immediately after giving effect to any such purchase or other acquisition on a Pro Forma Basis, the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10 as of the most recent quarter end date (it being understood that if such most recent quarter end date is prior to September 30, 2010, the covenant levels set forth in Section 7.10 for September 30, 2010 shall apply for such purpose); and (vi) the Borrower shall have delivered to the Administrative Agent and each Lender, at least five Business Days prior to the date on which any such purchase or other acquisition is to be consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders, certifying that all of the requirements set forth in this clause (g) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition; and (h) obligations of one or more officers or other employees of the Borrower or any of its Subsidiaries in connection with such officer’s or employee’s acquisition of Equity Interests of the Borrower or Holdings (or any other direct or indirect parent company of the Borrower) so long as no cash or other assets are paid by the Borrower or any of its Subsidiaries to such officers or employees in connection with the acquisition of any such obligations; (i) other Investments in any Subsidiary Guarantor or Additional Borrower andnot exceeding, in the case of Holdings, following the consummation of a Holdco Transactionaggregate at any time outstanding, the Companygreater of (i) $35,000,000 and (ii) 6.0% of Total Assets at the time of any Investment pursuant to this clause; (c) Investments in Joint Ventures, Unrestricted Subsidiaries and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000; (dj) payroll, travel and similar advances to directors and employees of any Obligor cover business-related travel expenses, moving expenses or any of its Subsidiaries to cover matters that are expected at the time of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes and that are made other similar expenses, in each case incurred in the ordinary course of business; (ek) loans or advances to directors and employees of any Obligor Investment in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person in connection with a Qualified Receivables Transaction, including, without limitation, Investments of its Subsidiaries made funds held in accounts permitted or required by the ordinary course of business; provided that the aggregate amount of arrangements governing such loans and advances outstanding at Qualified Receivables Transaction or any time shall not exceed $500,000related indebtedness; (fl) Permitted Acquisitionsthe acquisition by a Receivables Subsidiary in connection with a Qualified Receivables Transaction of Equity Interests of a trust or other Person established by such Receivables Subsidiary to effect such Qualified Receivables Transaction; provided that and any other Investment by the total Acquisition Consideration Borrower or a Subsidiary of the Borrower in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person in connection with a Qualified Receivables Transaction customary for such transactions; (m) any Investment received in connection with a disposition of assets not constituting a Material Disposition; (n) any Investment solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of Holdings or any Acquisition Consideration paid by issuance or exchange parent of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000Holdings; (go) any Investments received in an aggregate amount pursuant to this clause compromise, settlement or resolution of (gA) not to exceed the Available Amount; provided obligations of trade debtors or customers that immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (h) (i) in the event that any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parent; (j) Investments acquired in connection with the settlement of delinquent accounts were incurred in the ordinary course of business of the Borrower or in connection with any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or reorganization insolvency of suppliers any trade debtor or customerscustomer, (B) litigation, arbitration or other disputes with Persons who are not Affiliates or (C) as a result of a foreclosure by the Borrower or any Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default; (kp) Investments represented by Obligations under any Secured Hedge Agreement entered into to protect against fluctuations in interest rates, exchange rates and commodity prices; (q) Investments in the ordinary course of business consisting of endorsements of prepaid expenses, negotiable instruments held for collection or deposit; (l) Investments consisting and lease, utility and workers compensation, performance and similar deposits entered into as a result of Guarantees or other contingent obligations permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions the operations of trade credit the business in the ordinary course of business; (or) repurchases of the Specified AcquisitionSenior Secured Notes to the extent permitted by Section 7.14; (s) Investments consisting of amounts potentially due from a seller of property in an acquisition that (i) relate to customary post-closing adjustments with respect to accounts receivable, accounts payable and similar items typically subject to post-closing adjustments in similar transactions and (ii) are outstanding for a period of one hundred twenty (120) days or less following the closing of such acquisition; (t) good faith deposits in connection with any acquisition, joint venture or acquisition of assets and escrowed money in connection with Material Dispositions, acquisitions or joint ventures; (u) Investments of a Subsidiary of the Borrower acquired after the Closing Date or of a Person merged into, amalgamated with or consolidated with a Subsidiary of the Borrower in a transaction that is not prohibited by Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such merger, acquisition, amalgamation or consolidation; (v) Investments that are made with Excluded Contributions; and (pw) Investments not otherwise permitted by the foregoing provisions of this Section 6.06 in an aggregate amount in an aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 at any time outstanding. Notwithstanding anything herein receivables owing to the contraryBorrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Borrower and each other Obligor will not, and will not permit or any of its Restricted Subsidiaries to, allow or cause any Domestic such Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at deems reasonable under the time of the Permitted Acquisition)circumstances.

Investments. The Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, directly make, incur, assume or indirectly, make or own suffer to exist any Investment in any other Person, including any Joint Venture, except: (a) (i) Investments existing on the date hereof Closing Date and identified in Item 7.2.5(a) ("Ongoing Investments") of the Disclosure Schedule and extensions or renewals thereof, provided that no such extension or renewal shall be permitted if it would (x) increase the amount of such Investment at the time of such extension or renewal or (y) result in a Default hereunder and (ii) Investments resulting from the conversion or recharacterization of Ongoing Investments (including the conversion of any Ongoing Investments constituting equity Investments into debt Investments), provided that no such Investment may be made pursuant to binding commitments in effect reliance on this clause (a)(ii) if such Investment would require, at the date hereof andtime of the making thereof, except in the case of Investments contribution or other payment by the Obligors and their respective Borrower or any of its U.S. Subsidiaries that are Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure Letterany additional cash or other assets to any Subsidiary that is not a Subsidiary Guarantor; (b) Investments in any Subsidiary Guarantor or Additional Borrower and, in the case of Holdings, following the consummation of a Holdco Transaction, the CompanyCash Equivalent Investments; (c) without duplication, Investments in Joint Ventures, Unrestricted Subsidiaries and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions permitted as Indebtedness pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,0007.2.2; (d) payrollwithout duplication, travel and similar advances Investments permitted as Capital Expenditures pursuant to directors and employees Section 7.2.7 (including any such Investments which would otherwise constitute Xxxxxxx Xxxxxxxxxxxx but for the operation of any Obligor or any clause (i) of its Subsidiaries the proviso to cover matters that are expected at the time definition of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes and that are made in the ordinary course of business"Capital Expenditures"); (e) loans or advances to directors and employees of any Obligor Investments made by the Borrower or any of its Subsidiaries made Restricted Subsidiaries, solely with proceeds which have been contributed, directly or indirectly after the Closing Date, to the Borrower or such Restricted Subsidiary as cash equity from holders of Holdco's Capital Stock for the purpose of making an Investment identified in a notice to the Agents on or prior to the date that such capital contribution is made, which Investments shall result in the ordinary course of business; provided that Borrower or such Restricted Subsidiary acquiring a majority controlling interest in the aggregate amount of Person in which such loans and advances outstanding at Investment was made or increasing any time shall not exceed $500,000such controlling interest already maintained by it; (f) Permitted Acquisitions; provided that Investments to the total Acquisition Consideration extent the consideration received pursuant to clause (other than any Acquisition Consideration paid by issuance or exchange c)(i) of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with Section 7.2.9 is not all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000cash; (g) Investments in an aggregate amount the form of loans to officers, directors and employees of the Borrower and its Restricted Subsidiaries for the sole purpose of purchasing Holdco Capital Stock or the Capital Stock of any entity that directly or indirectly holds Holdco Capital Stock or of refinancing any such loans made by others (or purchases of such loans made by others); (h) Investments made in one or more transactions by the Borrower or any of its Restricted Subsidiaries for the acquisition by the Borrower or such Restricted Subsidiary of the Capital Stock of Xxxxxxx River Japan; provided, however, that (i) Investments made pursuant to this clause (gh) shall not to exceed (whether in debt or equity) an amount equal to, in the Available Amount; aggregate, the product of (x) $40,000,000 and (y) a fraction, the numerator of which is the percentage of ownership of Xxxxxxx River Japan acquired by the Borrower after the Closing Date (including in connection with any such Investment) and the denominator of which is 50 (provided that immediately prior the first such Investment made by the Borrower or such Restricted Subsidiary on or subsequent to the Closing Date may be increased by an additional $5,000,000 so long as the aggregate amount of all such Investments does not exceed $40,000,000), (ii) the Borrower and its Restricted Subsidiaries shall vote their respective direct or indirect equity interest in Xxxxxxx River Japan against Xxxxxxx River Japan entering into any agreement of the type described in clause (b) of Section 7.2.12 and (iii) the Borrower and its Restricted Subsidiaries shall vote their respective direct or indirect equity interest in Xxxxxxx River Japan against Xxxxxxx River Japan making any dividend or distribution to, and after giving effect theretoor Investment in, no Default or Event entering into (or suffering to exist) any profit, revenue or cash flow sharing arrangement with any owner (beneficial or otherwise) of Default Xxxxxxx River Japan's common equity or any Affiliate thereof which shall have occurred and be continuing or would result therefrom; disproportional to the fully diluted common equity ownership percentage of such Person (h) except for (i) in permitting the event that any Obligor common owners of Xxxxxxx River Japan to pay taxes from such dividend or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; distribution and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary in the case of a Person recapitalization, pursuant to such Personwhich the Borrower and its Restricted Subsidiaries become the sole owner of Xxxxxxx River Japan); (i) non-cash loans and advances to employees, officersLetters of Credit issued in support of, and directors of any Obligor guarantees by the Borrower or any Restricted Subsidiary of, Indebtedness permitted under clauses (b), (c), (g) and (i) of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the ParentSection 7.2.2; (j) Investments acquired made or held by any Foreign Subsidiary of the Borrower that is a Restricted Subsidiary in any other Foreign Subsidiary of the Borrower that is a Restricted Subsidiary; (i) Investments of the Borrower or any U.S. Subsidiary of the Borrower that is a Restricted Subsidiary in the Borrower or any U.S. Subsidiary of the Borrower that is a Restricted Subsidiary and (ii) Investments by the Borrower or any U.S. Subsidiary of the Borrower that is a Restricted Subsidiary in a Foreign Subsidiary of the Borrower that is a Restricted Subsidiary in connection with the settlement creation of delinquent accounts such Foreign Subsidiary; provided that in the ordinary course case of business or in connection with the bankruptcy or reorganization of suppliers or customers; clause (k) Investments k)(ii), such Investment is in the ordinary course form of business consisting Capital Stock of endorsements of negotiable instruments for collection one or depositmore other Foreign Subsidiaries; (l) Investments consisting (other than Investments made under other clauses of Guarantees this Section 7.2.5) made by the Borrower or other contingent obligations any of its Restricted Subsidiaries in an aggregate amount not to exceed $25,000,000 in any single transaction (or a series of related transactions) or $50,000,000 in an aggregate amount over the term of this Agreement; provided that (i) such Investments (x) result in the Borrower or the relevant Restricted Subsidiary acquiring (subject to Section 7. 2.1) a majority controlling interest in the Person (or its assets and businesses) in which such Investment was made, or increasing any such controlling interest maintained by it in such Person or (y) result in the Person in which such Investment was made becoming an Acquired Controlled Person and a Restricted Subsidiary for the purposes set forth in the last sentence of the definition of the term "Subsidiary"; (ii) to the extent any Assumed Indebtedness permitted under pursuant to clause (f) of Section 6.017.2.2 would be incurred in connection with any such Investment to be made pursuant to this clause (l), the permitted amounts set forth in this clause shall be reduced, Dollar for Dollar, by the outstanding principal amount of any such Assumed Indebtedness to be assumed; and (iii) the amount of Investments made by the Borrower or any of its U.S. Subsidiaries that are Restricted Subsidiaries in any of its Foreign Subsidiaries that are Restricted Subsidiaries, when taken together with the outstanding aggregate principal amount of Indebtedness incurred by such Foreign Subsidiaries from the Borrower and such U.S. Subsidiaries pursuant to clause (d)(ii) of Section 7.2.2, shall not exceed $10,000,000; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions of trade credit in the ordinary course of business; (n) Investments in Hedging Obligations permitted hereunder; (o) Investments (including debt obligations and Capital Stock) received in connection with the Specified Acquisitionbankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of and other disputes with customers and suppliers arising in the ordinary course of business; and (p) other Investments not otherwise permitted by the foregoing provisions of this Section 6.06 in an aggregate amount in an aggregate amount for all such Investments under this clause (p) at any time outstanding not to exceed $35,000,000 at 10,000,000. provided, however, that (q) any time outstanding. Notwithstanding anything herein Investment which when made complies with the requirements of the definition of the term "Cash Equivalent Investment" may continue to be held notwithstanding that such Investment if made thereafter would not comply with such requirements; and (r) no Investment otherwise permitted by clause (c) (except to the contraryextent permitted under Section 7.2.2), (g), (i) (to the Borrower and each other Obligor will notextent that the applicable Letter of Credit relates to Indebtedness permitted under clause (c) or (j) of Section 7.2.2), and will not permit any of its Restricted Subsidiaries to, allow (l) or cause any Domestic Subsidiary (p) shall be permitted to be a subsidiary of a Foreign Subsidiary (other than made if, immediately before or after giving effect thereto, any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition)Default shall have occurred and be continuing.

Investments. The Borrower and each other Obligor will notNo Note Party shall, and will not nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, make or own any Investment (including if made as an Acquisition) in any Person, including any Joint Venture, except: (a) Investments existing on the date hereof or made pursuant to binding commitments in effect on the date hereof and, except in the case of Investments by the Obligors Cash and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure LetterCash Equivalents; (bi) Investments owned as of the Closing Date in any Subsidiary and (ii) and Investments made after the Closing Date in any Wholly-Owned Guarantor or Additional Borrower and, in the case Subsidiaries of Holdings, following the consummation of a Holdco Transaction, the Company; (c) Investments (i) in Joint Venturesany Securities voluntarily accepted in satisfaction or partial satisfaction thereof from financially troubled account debtors, Unrestricted Subsidiaries and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c)ii) deposits, plus the aggregate amount of sales, transfers, leases prepayments and other dispositions pursuant credits to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000; (d) payroll, travel and similar advances to directors and employees of any Obligor or any of its Subsidiaries to cover matters that are expected at the time of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes and that are suppliers made in the ordinary course of businessbusiness consistent with the past practices of Company and its Subsidiaries; (d) intercompany loans to the extent permitted under Section 6.1(b); (e) loans or advances to directors and employees of any Obligor Investments in Company or any of its Guarantor Subsidiaries for purposes of making Consolidated Capital Expenditures permitted by this Agreement in respect of fixed assets directly owned by Company or any of its Guarantor Subsidiaries; (f) loans and advances to employees of Company and its Subsidiaries (i) made in the ordinary course of business; provided that the aggregate amount business and described on Schedule 6.7, and (ii) any refinancings of such loans and advances outstanding after the Closing Date in an aggregate principal amount not to exceed $500,000 at any time shall not exceed $500,000; (f) Permitted Acquisitions; provided that the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000outstanding; (g) Investments Subject to the Requisite Purchasers’ approval in an aggregate amount pursuant to this clause (g) not to exceed their sole discretion, Permitted Acquisitions, provided such approval shall only be required in the Available Amount; provided that immediately prior toevent Consolidated Liquidity would be less than $45,000,000, and on a pro forma basis after giving effect theretoto such Permitted Acquisition; (h) To the extent constituting Investments, guarantees permitted by Section 6.1; (i) Subject to the Requisite Purchasers’ approval in their sole discretion, Investments or other participations in joint ventures or strategic alliances in the ordinary course of each Note Party’s business consisting of the licensing of technology, intellectual property and/or product, the development of such technology, intellectual property and/or product or the providing of technical support, provided that (i) any cash Investments by Note Parties do not exceed $500,000 in the aggregate in any fiscal year and (ii) no Default or Event of Default shall have occurred and or be continuing or would result therefrom; (hj) (i) Investments made after the Closing Date in the event form of first priority senior secured loans to any Person that any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereofis a Managed Company; provided, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and that (iix) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used evidenced by a promissory note which is pledged and collaterally assigned to Collateral Agent pursuant to the Collateral Assignment of Managed Company Documents, (y) the Managed Company Documents and Organizational Documents of such Managed Company, as applicable, are in their entirety form and substance acceptable to purchase the Requisite Purchasers, and (z) such Equity Interests amounts in the Parent; (j) Investments acquired aggregate do not exceed $500,000 in connection with the settlement of delinquent accounts in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customersany Fiscal Year; (k) Investments described in the ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit;Schedule 6.7; and (l) So long as no Default or Event of Default would immediately result therefrom, other Investments consisting of Guarantees or other contingent obligations permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions of trade credit in the ordinary course of business; (o) the Specified Acquisition; and (p) Investments not otherwise permitted by the foregoing provisions of this Section 6.06 in an aggregate amount in an aggregate amount for all such Investments under this clause (p) outstanding not to exceed $35,000,000 at any time outstanding250,000. Notwithstanding anything herein in this Section 6.7 to the contrary, (A) in no event shall any Note Party or Managed Company make any Investment that results in or facilitates in any manner any Restricted Junior Payment not otherwise permitted under the Borrower terms of Section 6.5, (B) in no event shall any Note Party or Managed Company make Investments in any Joint Venture or any Person that is not a Note Party (including any such Investments consisting of intercompany loans or Permitted Acquisitions) except pursuant to clause (d), (j) or (l) above and each (C) in no event shall any Investment made by a Note Party in any Joint Venture, any Managed Company or other Obligor will not, and will Person that is not permit a Note Party be made in any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (form other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition)Cash.

Investments. The Borrower and each other Obligor will notNo Loan Party shall, and will not no Loan Party shall permit any of its Restricted Subsidiaries to, directly or indirectlyindirectly (a) acquire or own, or make any loan, advance or own capital contribution (an “Investment”) in or to any Investment person or entity, (b) acquire or create any Subsidiary, or (c) engage in any Personjoint venture or partnership with any other person or entity, including any Joint Venture, except: other than: (ai) Investments existing on the date hereof or made pursuant to binding commitments in effect on the date hereof and, except in the case of Investments by the Obligors and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure Letter; Schedule B to this Agreement, (bii) Investments in any Subsidiary Guarantor or Additional Borrower and, in the case of Holdings, following the consummation of a Holdco Transaction, the Company; cash and Cash Equivalents (c) Investments in Joint Ventures, Unrestricted Subsidiaries and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (cas defined below), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000; (d) payroll, travel and similar loans or advances to directors and employees of any Obligor Borrower or any of its Subsidiaries to cover matters that are expected at the time of such advances to be treated as finance travel, entertainment and relocation expenses of such Obligor or such Subsidiary for accounting and other ordinary business purposes and that are made in the ordinary course of business; (e) loans or advances to directors and employees of any Obligor or any of its Subsidiaries made in the ordinary course of business; business as presently conducted, provided that the aggregate outstanding principal amount of such all loans and advances outstanding at any time shall not exceed $500,000; (f) Permitted Acquisitions; provided that the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000; (g) Investments in an aggregate amount permitted pursuant to this clause (giii) shall not to exceed the Available Amount; provided that immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (h) (i) $100,000 in the event that aggregate at any Obligor or any time, (iv) loans made to employees of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; Borrower and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in stock of the Parent so long as the proceeds of Borrower, but only if no cash or other asset is advanced to such loans employee and all notes evidencing such debt received by Borrower are used in their entirety pledged and delivered to purchase such Equity Interests in the Parent; Agent, (jv) Investments acquired in connection with by way of intercompany loans to the settlement of delinquent accounts in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customers; (k) Investments in the ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit; (l) Investments consisting of Guarantees or other contingent obligations extent permitted under Section 6.01; 7.2(g), (mvi) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions of trade credit in the ordinary course of business; (o) the Specified Acquisition; and (p) Investments not otherwise permitted contributions by the foregoing provisions of this Section 6.06 Borrower or any Guarantor to the Borrower or any Guarantor, (vii) capital contributions by Borrower to the Foreign Subsidiaries (A) 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 7.7(c)(v), shall not exceed $500,000 in an aggregate amount for the aggregate, and (B) 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 the 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 such Investments under this of its assets invested continuously in the types of investments referred to in clause (pv), (w), (x) or (y) above with maturities as set forth in the proviso below, (ii) has net assets in excess of $500,000,000 and (iii) has obtained from either S&P or Moody’s the highest rating obtainable for money market funds in the United States; provided, however, that the maturities of all obligations specified in any of clauses (v), (w), (x) and (y) above shall not to exceed $35,000,000 at any time outstanding365 days. Notwithstanding anything herein to For the contraryavoidance of doubt, the Borrower “Cash Equivalents” does not include (and each Loan Party is prohibited from purchasing or purchasing participations in) any auction rate securities or other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow corporate or cause any Domestic Subsidiary to be municipal bonds with a subsidiary of long-term nominal maturity for which the interest rate is reset through a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition)dutch auction.

Investments. The Borrower and each Make or allow to remain outstanding any investment (whether such investment shall be of the character of investment in Equity Interests, evidences of indebtedness or other Obligor will notsecurities or otherwise) in, and will not permit or any of its Restricted Subsidiaries loans or advances to, directly or indirectly, make or own any Investment in any Person, including any Joint Venturefirm, exceptcorporation or other entity or association, other than: (a) Investments existing on the date hereof or made pursuant to binding commitments in effect on the date hereof and, except Company’s and its Subsidiaries’ Equity Interests in the case of Investments by the Obligors and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 as of the Borrower Disclosure LetterRestatement Date; (b) Investments in any Subsidiary Guarantor or Additional Borrower and, cash investment in the case Foreign Permitted Borrowers, which is applied by the applicable Borrower concurrently with such investment to reduce its Indebtedness under this Agreement, if the Indebtedness repaid is in substantially the amount of Holdingssuch additional investment and provided, following further, such investment shall not be made, without the consummation prior written consent of Agent, after the occurrence and during the continuance of a Holdco TransactionDefault or Event of Default, or where a Default or Event of Default could reasonably be expected to result therefrom, provided, however, that if no Indebtedness of such Foreign Permitted Borrower is outstanding under this Agreement, cash investment in the CompanyForeign Permitted Borrowers shall be governed by clause (d) hereof; (c) Investments The existing investments, loans and/or advances in Joint Venturesor to Subsidiaries set forth or referred to on Schedule 8.7 hereto, Unrestricted Subsidiaries and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under in addition to any other matters set forth in this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,0008.7; (d) payrollIntercompany Loans, travel and similar advances Advances, or Investments made on or after the Effective Date hereunder to directors and employees of any Obligor Company, or by Company or any Subsidiary to Company or any Wholly Owned Subsidiary (excluding the Israeli Subsidiaries), provided that any Intercompany Loan (other than a guaranty) included therein be evidenced by and funded under an Intercompany Note and further provided that both before and after giving effect to any such loans, advances or investments, no Default or Event of its Subsidiaries Default has occurred and is continuing under this Agreement (or would result from the making of such Intercompany Loan, Advance or Investment), and in the case of Intercompany Loans from a Domestic Subsidiary or Company to cover matters a Domestic Subsidiary or Company and Intercompany Loans from a Foreign Subsidiary to a Foreign Subsidiary, notice has been given by Agent (upon the direction of the Required Lenders) that are no such Intercompany Loans shall be made, provided that no repayments of such Intercompany Loan shall be made while a Default or Event of Default has occurred and is continuing, or could reasonably be expected to result from such payment, and provided, further, that the terms governing each such loan or advance to Company or any Subsidiary shall specifically state that no payments shall be made thereunder if a Default or Event of Default under this Agreement has occurred and is continuing, or could reasonably be expected to result therefrom unless Agent otherwise consents in writing; (e) Intercompany Loans, Advances or Investments made on or after the Effective Date by Company or any Subsidiary to the Israeli Subsidiaries’ or to any Subsidiary which does not constitute a Wholly Owned Subsidiary (provided (i) that any Intercompany Loan (other than a guaranty) included therein be evidenced by and funded under an Intercompany Note), (ii) that at the time any such loan, advance or investment is made (before and after giving effect thereto) no Default or Event of Default has occurred and is continuing, (iii) that the aggregate amount of all such loans, advances and investments shall not exceed, at any time outstanding, 15% of Tangible Net Worth and (iv) that the terms governing each such loan or advance to Company or any Subsidiary shall specifically state that no payments shall be made thereunder if a Default or Event of Default under this Agreement has occurred and is continuing, or could reasonably be expected to result therefrom unless Agent otherwise consents in writing; (f) Intercompany Loans, Advances or Investments made on or after the Effective Date by one Israeli Subsidiary to another Israeli Subsidiary (provided (i) that any Intercompany Loan (other than a guaranty) included therein be evidenced by and funded under an Intercompany Note), (ii) that at the time any such loan, advance or investment is made (before and after giving effect thereto) no Default or Event of Default has occurred and is continuing, and (iii) that the terms governing each such loan or advance to such Israeli Subsidiary shall specifically state that no payments shall be made thereunder if a Default or Event of Default under this Agreement has occurred and is continuing, or could reasonably be expected to result therefrom unless Agent otherwise consents in writing; (g) loans, advances or investments made on or after the Effective Date (without regard to any repayment of such loans, advances or investments, other than the repayment of capital or principal) to be treated any Joint Venture or other Person, including without limitation any Guaranty Obligations of Company or any Subsidiary (valued on the basis of the aggregate amount of indebtedness covered by such Guaranty Obligations) of third-party indebtedness of any such Joint Venture or other Person, which loans, advances or investments are not otherwise permitted under this Section 8.7, in an aggregate amount at any time outstanding not to exceed seven and one-half percent (7.5%) of Tangible Net Worth; (h) intentionally omitted; (i) investments, whether by acquisition of Equity Interests, indebtedness or other obligations or security of, any Person (other than a Subsidiary or an Affiliate) which is a customer of Company or any Subsidiary, which investment was made in exchange for amounts owed by such customer to Company or any Subsidiary (and incurred in the ordinary course of business) or as expenses an advance on the provision of such Obligor or such Subsidiary for accounting purposes goods and that are made services in the ordinary course of business; (ej) loans or advances to directors Hedging Obligations and employees of any Obligor guaranties by Company or any Subsidiary of its Subsidiaries made in the ordinary course of business; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $500,000; (f) Permitted Acquisitions; provided that the total Acquisition Consideration (other than any Acquisition Consideration paid Hedging Obligations entered into by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000; (g) Investments in an aggregate amount pursuant to this clause (g) not to exceed the Available Amount; provided that immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (h) (i) in the event that any Obligor Company or any of its Subsidiaries forms Subsidiary and Commodities Hedging Obligations and guaranties by Company or any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued Commodities Hedging Obligations entered into by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employees, officers, and directors of any Obligor Company or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long Subsidiary, as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parent; (j) Investments acquired in connection with the settlement of delinquent accounts in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customersapplicable; (k) Investments in the ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit;Permitted Investments; and (l) Investments in any Subsidiary (including, without limitation, any Special Purpose Subsidiary) from and after the date hereof consisting of Guarantees or other contingent obligations permitted under Section 6.01; (mx) dispositions of specific foreign accounts receivable made pursuant to any Permitted Securitization and the resultant Debt issued by a Special Purpose Subsidiary to another Subsidiary as part of such Permitted Securitization, in each case to the extent constituting Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; hereunder; and (n) extensions of trade credit in the ordinary course of business; (oy) the Specified Acquisition; and (p) Investments not otherwise permitted by repurchase or replacement from and after the foregoing date hereof of accounts receivable pursuant to any representations or warranties or clean up call provisions included in such Permitted Securitization in accordance with the definition thereof. In valuing any investments, loans and advances for the purpose of applying the limitations set forth in this Section 6.06 in an aggregate amount in an aggregate amount for all 8.7 (except as otherwise expressly provided herein), such Investments under this clause (p) not to exceed $35,000,000 at any time outstanding. Notwithstanding anything herein to the contraryinvestments, the Borrower loans and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to advances shall be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary taken at the time original cost thereof, without allowance for any subsequent write-offs or appreciation or depreciation therein, but less any amount repaid or recovered on account of the Permitted Acquisition)capital or principal.

Investments. The Borrower and each other Obligor will Company shall not, and will not nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, to make or own any Investment in any Person, including any Joint Venture, exceptexcept for: (a) Investments existing on the date hereof or made pursuant to binding commitments in effect on the date hereof and, except in the case of Investments by the Obligors cash and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure LetterCash Equivalents; (b) (x) Investments (i) by any Note Party to or in any other Note Party, (ii) by any Note Party to or in any Excluded Subsidiary, whether as a capital contribution or intercompany Indebtedness in an aggregate amount not to exceed $25,000,000 in respect of all such capital contributions and intercompany Indebtedness (as such amount may be reduced to the extent used pursuant to Section 4.28(e) or clause (e) of the definition of Permitted Acquisition), (iii) by any Excluded Subsidiary Guarantor to or Additional Borrower andin any other Excluded Subsidiary; provided that, if the Investments described in foregoing clauses (i) and (ii) are evidenced by promissory notes, such promissory notes shall be pledged to the case Collateral Agent, for the benefit of Holdingsthe Secured Parties, following and (y) without duplication of clause (x) above and subject to the consummation limitations of a Holdco Transactionclause (ii) above, if applicable, Investments constituting the Companyestablishment or creation of Subsidiaries of the Company so long as the Note Parties comply, and cause such Subsidiaries to comply, with the applicable provisions of Section 4.13; (c) Investments in Joint Ventures, Unrestricted loans and advances to employees of the Note Parties and their Subsidiaries (i) to finance travel and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases relocation expenses and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000; (d) payroll, travel and similar advances to directors and employees of any Obligor or any of its Subsidiaries to cover matters that are expected at the time of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting ordinary business purposes and that are made in the ordinary course of business; business not to exceed in the aggregate $2,500,000 (eor the Equivalent Amount in other currencies) loans in the aggregate at any time outstanding; (ii) in connection with any such employee’s, officer’s or advances to directors and employees director’s purchase of any Obligor Stock of the Company (or any Parent Entity of its Subsidiaries made in the ordinary course of business; Company) (provided that the aggregate amount of such loans and advances outstanding at shall be contributed to the Company in cash as common equity); and (iii) relating to indemnification of any time shall officers, directors or employees in respect of liabilities relating to their serving in any such capacity, and any reimbursement of any such officer, director or employee of expenses relating to the claims giving rise to such indemnification; provided, that, in each case, such loans and advances do not exceed $500,000violate material Applicable Laws; (f) Permitted Acquisitions; provided that the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000; (g) Investments in an aggregate amount pursuant to this clause (g) not to exceed the Available Amount; provided that immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (h) (i) in the event that any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parent; (jd) Investments acquired in connection with the settlement of delinquent accounts receivable in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customers; (ke) Investments existing on the Closing Date and set forth on Schedule 4.30(e), and any modification, replacement, renewal or extension thereof to the extent not increasing the aggregate amount of such Investments and not adverse to the interests of the Holders; (f) Investments comprising guarantees of Indebtedness expressly permitted by Section 4.29; (g) Investments in Permitted Equity Derivatives consistent with past practice; (h) operating Deposit Accounts, Securities Accounts and Commodities Accounts with banks or financial institutions that are Controlled Accounts or any Excluded Accounts; (i) extensions of credit in the nature of accounts receivable or notes receivable arising from the sales of goods or services in the ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit; (l) Investments consisting of Guarantees or other contingent obligations permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions of trade credit and any prepaid royalties in the ordinary course of business; (j) Investments permitted under Section 4.25 and Section 4.29; (k) Hedging Agreements entered into in the Company’s or any of its Subsidiaries’ ordinary course of business for the purpose of hedging currency risks or interest rate risks (but not for speculative purposes); (l) Investments consisting of prepaid expenses, negotiable instruments held for collection or deposit, security deposits with utilities, landlords and other like Persons and deposits in connection with workers’ compensation and similar deposits, in each case, made in the ordinary course of business; (m) non-cash Investments in joint ventures or strategic alliances in the ordinary course of the Company’s or its applicable Subsidiary’s business consisting solely of the non-exclusive licensing of technology, the development of technology or the providing of technical support; (n) Permitted Acquisitions; (o) Permitted In-Licensing Agreements and Permitted Out-Licensing Agreements; (p) [reserved]; (q) to the Specified Acquisitionextent constituting an Investment, asset purchases (including purchases of inventory, Intellectual Property, equipment, supplies and materials), in each case in the ordinary course of business; (r) Investments resulting from non-cash consideration received in connection with any Disposition as permitted under Section 4.28(p), provided such non-cash consideration does not impose any additional obligations upon any of the Note Parties or their Subsidiaries; (s) Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers, and suppliers who are not Affiliates, in the ordinary course of business consistent with past practice; (t) Investments made pursuant to any Restructuring Transaction; and (pu) other Investments not otherwise permitted by the foregoing provisions of this Section 6.06 in an aggregate amount in an aggregate amount for all such Investments under this clause (p) not to exceed the greater of (i) $35,000,000 2,500,000 and (ii) 0.5% of consolidated Revenue for the four (4) most recently completed fiscal quarters the financial results for which have been publicly disclosed in periodic reports (i.e., Forms 10-K and/or 10-Q) filed by the Company with the Commission (or the Equivalent Amount in other currencies) in the aggregate at any time outstanding. Notwithstanding anything herein ; provided that, before and immediately after giving effect to the contrarysuch Investment, the Borrower no Default or Event of Default has occurred and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow is continuing or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition)would result therefrom.

Investments. The Borrower and each other Obligor will not, and will not permit Make any of its Restricted Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint VentureInvestments, except: (a) Investments existing on held by the date hereof Borrower or made pursuant to binding commitments in effect on the date hereof and, except such Subsidiary in the case form of Investments by the Obligors cash and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure LetterCash Equivalents; (b) Investments advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $1,000,000 at any Subsidiary Guarantor or Additional Borrower andtime outstanding, in the case of Holdingsfor travel, following the consummation of a Holdco Transactionentertainment, the Companyrelocation and analogous ordinary business purposes; (c) Investments (i) existing on the Closing Date in Joint VenturesSubsidiaries existing on the Closing Date, Unrestricted (ii) in Domestic Subsidiaries (including those formed or acquired after the Closing Date so long as the Borrower and Restricted its Subsidiaries that are not Guarantors; provided that comply with the aggregate amount for all Investments under this clause (capplicable provisions of Section 6.12), plus (iii) by the aggregate amount of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000; (d) payroll, travel and similar advances to directors and employees of any Obligor Borrower or any of its other Loan Party in Foreign Subsidiaries to cover matters that are expected at the time of such advances to be treated as expenses of such Obligor (not a Loan Party) formed or such Subsidiary for accounting purposes and that are made in the ordinary course of business; (e) loans or advances to directors and employees of any Obligor or any of its Subsidiaries made in the ordinary course of business; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $500,000; (f) Permitted Acquisitions; provided that the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or acquired after the Effective Date shall not exceedClosing Date; provided, from the date of this Agreement, an amount equal to $100,000,000; that (gA) Investments in an aggregate amount pursuant to this clause (g) not to exceed the Available Amount; provided that immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing continuing, (B) the Borrower and its Subsidiaries comply with the applicable provisions of Section 6.12, and (C) the aggregate amount of all such Investments shall not exceed $25,000,000 outstanding at any time during the term of the Facilities (determined without regard to any write-downs or would result therefromwrite-offs of such Investments), and (iv) of the Borrower in any Guarantor and Investments of any wholly-owned Subsidiary in the Borrower or in any Guarantor; (h) (i) in the event that any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (iid) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary extensions of a Person to such Person; (i) non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests credit in the Parent so long as nature of accounts receivable or notes receivable arising from the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parent; (j) Investments acquired in connection with the settlement of delinquent accounts in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customers; (k) Investments in the ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit; (l) Investments consisting of Guarantees or other contingent obligations permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (oe) Investments by the Borrower or any Guarantor in the form of Permitted Acquisitions; (f) the Specified AcquisitionAcquisition on the terms and conditions set forth herein; (g) Guarantees permitted by Section 7.03 (h) Swap Contracts to the extent permitted pursuant to Section 7.03(d); and (pi) other Investments not otherwise permitted by exceeding (i) $5,000,000 in the foregoing provisions aggregate in any fiscal year of the Borrower prior to the fiscal quarter (if any) when the Consolidated Leverage Ratio is less than or equal to 2.00 to 1.00 as of the end of such fiscal quarter (any such date, the “Investment Step-up Date”) and (ii) $10,000,000 in the aggregate in any fiscal year of the Borrower after the occurrence of the Investment Step-up Date; provided that in no event shall the aggregate amount of Investments allowed pursuant to this Section 7.02(i) exceed $30,000,000 during the term of this Section 6.06 in an aggregate amount in an aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 at any time outstanding. Notwithstanding anything herein to the contrary, the Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition)Agreement.

Investments. The Except to the extent permitted pursuant to PARAGRAPH (G) below, neither the Borrower and each other Obligor will not, and will not permit nor any of its Restricted Subsidiaries to, shall directly or indirectly, indirectly make or own any Investment in any Person, including any Joint Venture, except: (ai) Investments existing on the date hereof or made pursuant to binding commitments in effect on the date hereof and, except in the case of Investments by the Obligors and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure LetterCash Equivalents; (bii) Permitted Existing Investments in an amount not greater than the amount thereof on the Closing Date; (iii) Investments in any Subsidiary Guarantor trade receivables or Additional Borrower andreceived in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, in the case of Holdings, following the consummation of a Holdco Transaction, the Company; (c) Investments in Joint Ventures, Unrestricted Subsidiaries and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) disputes with, customers and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000; (d) payroll, travel and similar advances to directors and employees of any Obligor or any of its Subsidiaries to cover matters that are expected at the time of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes and that are made suppliers arising in the ordinary course of business; (eiv) loans or advances to directors Investments consisting of deposit accounts maintained by the Borrower and employees of any Obligor or any of its Subsidiaries made in the ordinary course of business; provided PROVIDED (a) such deposit accounts are subject to a Collection Account Agreement or (b) such deposit accounts are Permitted Sweep Accounts; (v) Investments consisting of non-cash consideration from a sale, assignment, transfer, lease, conveyance or other disposition of property permitted by SECTION 7.3(B); (vi) Investments constituting Permitted Acquisitions; (vii) Investments consisting of intercompany loans from any Subsidiary to the Borrower or any other Subsidiary permitted by SECTION 7.3(A)(IX); (viii) Investments consisting of loans from the Borrower or any of its Subsidiaries to customers; PROVIDED that the aggregate principal amount of such Permitted Existing Investments consisting of loans to customers and advances outstanding additional Investments made pursuant to this CLAUSE (VIII) shall not at any time shall not exceed $500,00010,000,000; and PROVIDED, FURTHER that all promissory notes in connection therewith shall constitute "Pledged Debt" (as defined in the Security Agreement) and shall be delivered to the Collateral Agent to the extent required by the terms of the Security Agreement; (fix) Permitted Acquisitions; provided that Investments by the total Acquisition Consideration (other than Borrower or any Acquisition Consideration paid by issuance or exchange of Equity Interestsits Subsidiaries in any Subsidiaries which are also Guarantors, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with which Guarantor Collateral Documents have been entered into and all Permitted Acquisitions occurring on or after of the Effective Date shall not exceed, from Capital Stock of which has been pledged to the date of this Collateral Agent pursuant to a Pledge Agreement, an amount equal to $100,000,000;; and (gx) Investments in addition to those referred to elsewhere in this SECTION 7.3(D) in an aggregate amount which when aggregated with all payments in connection with redemptions made pursuant to this clause (gSECTION 7.3(F)(V) do not to exceed $5,000,000 in the Available Amountaggregate at any time outstanding; provided PROVIDED, HOWEVER, that immediately prior tothe Investments described in CLAUSES (VIII), (IX) and after giving effect thereto, no (X) above shall not be permitted if either a Default or Event of an Unmatured Default shall have occurred and be continuing on the date thereof or would result therefrom; (h) (i) in the event that any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parent; (j) Investments acquired in connection with the settlement of delinquent accounts in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customers; (k) Investments in the ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit; (l) Investments consisting of Guarantees or other contingent obligations permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions of trade credit in the ordinary course of business; (o) the Specified Acquisition; and (p) Investments not otherwise permitted by the foregoing provisions of this Section 6.06 in an aggregate amount in an aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 at any time outstanding. Notwithstanding anything herein to the contrary, the Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition).

Investments. The Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (a) Investments existing on the date hereof or made pursuant to binding commitments in effect on the date hereof and, except in the case of Investments by the Obligors and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of Neither the Borrower Disclosure Letter; (b) Investments in any Subsidiary Guarantor or Additional Borrower and, in the case of Holdings, following the consummation of a Holdco Transaction, the Company; (c) Investments in Joint Ventures, Unrestricted Subsidiaries and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000; (d) payroll, travel and similar advances to directors and employees of any Obligor or nor any of its Subsidiaries shall make Investments in any Person except as permitted by Section 5.08 and except Investments (i) in direct obligations of the United States Government maturing within one year, (ii) in certificates of deposit issued by a commercial bank whose credit is satisfactory to cover matters the Bank, (iii) in commercial paper rated A-1 or the equivalent thereof by Standard & Poor's Corporation or P-1 or the equivalent thereof by Moody's Investors Service, Inc. and in either case maturing wixxxx 0 months after the date of acquisition, (iv) in tender bonds the payment of the principal of and interest on which is fully supported by a letter of credit issued by a United States bank whose long-term certificates of deposit are rated at least AA or the equivalent thereof by Standard & Poor's Corporation and AA or the equivalent thereof by Moody's Investors Service, Inc., (v) with respect to the 0000 Xrust Preferred Transaction, Investments by the Borrower in the Statutory Trust I, Investments by the Statutory Trust I in the Borrower, the Borrower's guaranty of the Statutory Trust I's obligations, and other Investments made by the Borrower and the Statutory Trust I, (vi) with respect to the 2003 Trust Preferred Transaction, Investments by the Borrower in the Statutory Trust II, Investments by the Statutory Trust II in the Borrower, the Borrower's guaranty of the Statutory Trust II's obligations, and other Investments made by the Borrower and the Statutory Trust II, (vii) constituting Permitted Acquisitions in an aggregate amount not exceeding $3,000,000; provided, however, that are expected at the time of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes and that are this Section 5.09 shall not prohibit Investments made in the ordinary course of business; (e) loans or advances to directors and employees business involving the investment portfolio of any Obligor or any of its Subsidiaries made in the ordinary course of business; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $500,000; (f) Permitted Acquisitions; provided that the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000; (g) Investments in an aggregate amount pursuant to this clause (g) not to exceed the Available Amount; provided that immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (h) (i) in the event that any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Insurance Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parent; (j) Investments acquired in connection with the settlement of delinquent accounts in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customers; (k) Investments in the ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit; (l) Investments consisting of Guarantees or other contingent obligations permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions of trade credit in the ordinary course of business; (o) the Specified Acquisition; and (p) Investments not otherwise permitted by the foregoing provisions of this Section 6.06 in an aggregate amount in an aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 at any time outstanding. Notwithstanding anything herein to the contrary, the Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition).

Investments. The Borrower and each other Obligor will not, and will not permit Make or hold any of its Restricted Subsidiaries to, directly or indirectly, make or own any Investment Investments in any Person, including any Joint Venture, except: (a) Investments existing on by the date hereof Borrower or made pursuant to binding commitments in effect on the date hereof and, except any Subsidiary Guarantor held in the case form of Investments by the Obligors and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure LetterCash Equivalents; (b) Investments made prior to the Closing Date set forth in any Subsidiary Guarantor or Additional Borrower and, in the case of Holdings, following the consummation of a Holdco Transaction, the CompanySchedule 7.02; (c) Investments in Joint VenturesAdvances to directors, Unrestricted Subsidiaries officers, employees and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) consultants of the definition “Permitted Acquisition”, shall not exceed $40,000,000; (d) Borrower or any other Subsidiary for payroll, travel and similar advances to directors and employees of any Obligor or any of its Subsidiaries to cover matters that are similar matters, each of which is expected at the time of such advances advance to be treated as expenses of such Obligor or such Subsidiary an expense for accounting purposes and that are made in the ordinary course of business; (e) business and loans or advances to directors directors, officers, employees and employees consultants of any Obligor the Borrower or any of its Subsidiaries made Subsidiary Guarantor in the ordinary course of businessbusiness as presently conducted, such advances and loans in an aggregate principal amount not to exceed $2,000,000 in the aggregate at any one time outstanding; provided, however that any such advances or loans to directors or executive officers shall only be permitted to the extent allowable under Xxxxxxxx-Xxxxx; (d) Investments by any Loan Party in and to the Borrower or any other Loan Party in the form of contributions to capital or loans or advances; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $500,000; (fi) Permitted Acquisitions; provided that the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000; (g) Investments in an aggregate amount pursuant to this clause (g) not to exceed the Available Amount; provided that immediately prior to, before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing exists or would result therefrom, (ii) each such item of intercompany Indebtedness shall be unsecured and (iii) each such item of intercompany Indebtedness owed to the Borrower from another Loan Party shall be evidenced by an Intercompany Note which shall be pledged as security for the Obligations of the holder thereof under the Loan Documents and delivered to the Administrative Agent pursuant to the terms of the Collateral Documents; (e) Investments by any Excluded Subsidiary in and to the Borrower or any other Subsidiary of the Borrower; (f) Other than Investments permitted pursuant to clause (g) below, Investments by any Loan Party in and to Excluded Subsidiaries of up to $15,000,000 in the aggregate in each fiscal year; provided, that, within any fiscal year if any portion of an Investment made pursuant to this clause (f) is repaid to a Loan Party, then such repaid amount may be reinvested under this clause (f) during such fiscal year as long as the amount of Investments in all Excluded Subsidiaries in such fiscal year does not exceed $15,000,000 in the aggregate; (g) Investments that constitute Permitted Acquisitions (including Investments in Foreign Subsidiaries for the purpose of effecting a Permitted Acquisition) and Investments in Minority Equity Interests; (h) (i) Investments in the event that any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such PersonSwap Contracts permitted under Section 7.03(d); (i) non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the ParentGuarantees permitted by Section 7.03; (j) Investments acquired made as a result of the receipt of non-cash consideration from a Disposition that was made pursuant to and in connection compliance with this Agreement; provided, however, that at no time shall Investments of this type exceed $15,000,000 in the settlement of delinquent accounts aggregate (it being understood that earn-outs negotiated in the ordinary course of business or in connection with the bankruptcy or reorganization as part of suppliers or customersa Disposition shall not be considered “non-cash consideration” for purposes of this Section 7.02(j)); (k) Investments in the ordinary course Extensions of business consisting of endorsements of negotiable instruments for collection or deposit; (l) Investments consisting of Guarantees or other contingent obligations permitted under Section 6.01; (m) Investments which are required by law credit to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions of trade credit customers in the ordinary course of business; (ol) Investments made out of the proceeds of an issuance of Qualified Equity Interests of the Borrower substantially concurrent with such issuance; provided, that, (A) the Specified AcquisitionProperty acquired (or the Property of the Person acquired) in such transaction shall be used or useful in the same or similar line of business as the Loan Parties on the Closing Date, including activities ancillary, related or complementary thereto, (B) after giving effect to such transaction on a Pro Forma Basis, the total equity and debt investments of the Borrower and its Domestic Subsidiaries in the Foreign Subsidiaries does not exceed fifty percent (50%) of the aggregate book value of the total assets of the Borrower and its Domestic Subsidiaries, all as determined in accordance with GAAP, (C) in the case of an Acquisition of the Equity Interests of another Person, (i) the board of directors (or other comparable governing body) of such other Person shall have duly approved such Acquisition and (ii) with respect to any Acquisition in excess of $50,000,000, the Borrower shall have delivered to the Administrative Agent, a Compliance Certificate signed by a Responsible Officer of the Borrower demonstrating compliance with the financial covenants hereunder after giving effect to the transaction on a Pro Forma Basis, and reaffirming that the representations are true and correct in all material respects as of such date, except those representations and warranties made as of a date certain, which shall remain true and correct in all material respects as of such date and providing supplements to the Schedules as required by the Compliance Certificate, (D) no Event of Default has occurred and is continuing or would result therefrom; (E) the Borrower and its Consolidated Subsidiaries shall be in compliance on a Pro Forma Basis with Section 7.17 after giving effect to such transaction, (F) the transaction shall not involve the acquisition of an interest in a general partnership or joint venture or have a requirement that any Loan Party be a general or joint venture partner other than in compliance with Section 7.16, and (G) the Loan Parties shall, and shall cause the party that is the subject of the transaction to, execute and deliver such joinder and pledge agreements, security agreements and intercompany notes and take such other actions as may be necessary for compliance with the provisions of Sections 6.11 and 6.12; (m) Investments of a nature not contemplated in the foregoing subsections in an amount not to exceed $15,000,000 per annum; and (pn) Investments not otherwise permitted made by the foregoing provisions of this Section 6.06 in an aggregate amount in an aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 at any time outstanding. Notwithstanding anything herein to the contrary, the Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition)Excluded Subsidiaries.

Investments. The Borrower and each other Obligor will notNo Credit Party shall, and will not nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, Person except: (a) Investments existing on the date hereof or made pursuant to binding commitments in effect on the date hereof Permitted Investments and, except in the case of Investments by the Obligors and their respective with respect to Restricted Subsidiaries in their respective Operating Company Subsidiaries, set forth on Section 6.06 of Investments permitted under the Borrower Disclosure Letterrelevant Project Financing Documents; (b) equity Investments in effect as of the Closing Date, or with respect to any Restricted Subsidiary Guarantor formed or Additional Borrower andacquired after the Closing Date, any equity Investment in effect immediately following such formation or acquisition, in (A) any Restricted Subsidiary (solely for the case purpose of Holdingsmaking an Investment pursuant to clause (B) of this Section 6.5(b) in such Restricted Subsidiary’s applicable Restricted Operating Company Subsidiary) or (B) any Restricted Operating Company Subsidiary (and any modification, following the consummation of a Holdco Transactionrenewal, the Company; (c) Investments in Joint Venturesreinvestment, Unrestricted Subsidiaries and Restricted Subsidiaries that are not Guarantorsincrease or extension thereof); provided that the aggregate amount for all Investments under this clause of the original Investment is not increased except pursuant to the terms of such original Investment); (c), plus ) additional Investments made after the aggregate amount Closing Date in (A) any Restricted Subsidiary (solely for the purpose of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid making an Investment pursuant to clause (viB) of the definition “Permitted Acquisition”, shall not exceed $40,000,000; this Section 6.5(c) in such Restricted Subsidiary’s applicable Restricted Operating Company Subsidiary) or (dB) payroll, travel and similar advances to directors and employees of any Obligor or any of its Subsidiaries to cover matters that are expected at the time of Restricted Operating Company Subsidiary (including if such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes and that are made Investment is in the ordinary course form of business; (e) loans or advances to directors and employees of any Obligor or any of its Subsidiaries made in the ordinary course of businessPermitted Subordinated Indebtedness); provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $500,000; (f) Permitted Acquisitions; provided that the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance or exchange of Equity Intereststhat, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal such Investment (i) Borrowers shall be in compliance with the Leverage Ratio and Interest Coverage Ratio requirements set out in Section 6.6; and (ii) no Project-Level Default by the Restricted Operating Company Subsidiary in which such additional Investment is made or to $100,000,000; be made shall have occurred and be continuing or would be caused by such Investment; and (giii) Investments in an aggregate amount pursuant to this clause (g) not to exceed the Available Amount; provided that immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (h) (i) in be caused by such Investment; provided, further, that, notwithstanding the event that any Obligor or any foregoing, if on the date of its Subsidiaries forms any such Investment, a Project-Level Default by the Restricted Operating Company Subsidiary in accordance with the terms hereofwhich such Investment is made shall have occurred and be continuing, Investments consisting of the Equity Interests issued or would be caused by such Person Investment, such Investment shall nonetheless be permitted to the extent such Obligor or Investment (x) could be made as a Restricted Payment hereunder (such Subsidiary; and Investment deemed a Restricted Payment for purposes of this paragraph), (iiy) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as shall be funded using the proceeds of such loans are used an equity investment in their entirety to purchase such Equity Interests in the Parent; (j) Investments acquired in connection with the settlement of delinquent accounts in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customers; (k) Investments in the ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit; (l) Investments consisting of Guarantees a Borrower or other contingent obligations permitted under Section 6.01; Credit Party or Restricted Subsidiary not existing on the date hereof, or (mz) Investments which are is required by law to maintain a minimum net capital requirement any guaranty or as may be otherwise required by applicable law; (n) extensions of trade credit in the ordinary course of business; (o) the Specified Acquisition; and (p) Investments not otherwise permitted by the foregoing provisions of this Section 6.06 in an aggregate amount in an aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 at any time outstanding. Notwithstanding anything herein other contractual arrangement entered into prior to the contrary, the Borrower existence of such Project-Level Default and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition).so entered into such Investment would have been permitted hereunder;

Investments. The Borrower Credit Parties shall not and each other Obligor will not, and will shall not cause or permit any of its Restricted their Subsidiaries to, to directly or indirectly, indirectly make or own any Investment in any Person, including any Joint Venture, Person except: (a) Investments existing on the date hereof or made pursuant in Cash Equivalents subject to binding commitments Control Agreements in effect on the date hereof andfavor of Agent (or, except in the case of Investments by the Obligors and their respective Restricted Subsidiaries in their respective SubsidiariesCanadian Borrower, set forth on Section 6.06 of the Borrower Disclosure LetterCanadian Agent); (b) Investments loans to other Credit Parties to the extent permitted under Section 3.1, and Holdings and its Subsidiaries may be holders of Indebtedness described in any Subsidiary Guarantor or Additional Borrower and, in the case of Holdings, following the consummation of a Holdco Transaction, the CompanySection 3.5(b)(ii); (c) Investments Borrowers and their Subsidiaries may make loans and advances to employees for moving, entertainment, travel and other similar expenses in Joint Ventures, Unrestricted Subsidiaries the ordinary course of business and Restricted Subsidiaries that are for the purchase of common Stock and options not Guarantors; provided that to exceed $5,000,000 or the Dollar Equivalent thereof in the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000at any time outstanding; (d) payrollBorrowers and their Subsidiaries may acquire and hold receivables owing to any of them, travel if created or acquired in the ordinary course of business and similar advances to directors and employees payable or dischargeable in accordance with customary trade terms (including the dating of receivables) of any Obligor such Borrower or any such Subsidiary; (e) Borrowers and their Subsidiaries may acquire and own investments (including debt obligations and equity securities) received in connection with the bankruptcy or reorganization of its Subsidiaries to cover matters that are expected at the time suppliers and customers and in settlement of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes delinquent obligations of, and that are made other disputes with, customers and suppliers arising in the ordinary course of business; (e) loans or advances to directors and employees of any Obligor or any of its Subsidiaries made in the ordinary course of business; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $500,000; (f) Permitted Acquisitions; provided that the total Acquisition Consideration (Interest Rate Agreements and other than any Acquisition Consideration paid by issuance or exchange of Equity Interests, or hedging agreements entered into in compliance with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date Section 3.1 shall not exceed, from the date of this Agreement, an amount equal to $100,000,000be permitted; (g) Investments in an aggregate amount pursuant to this clause (g) not to exceed existence on the Available Amount; provided that immediately prior toClosing Date and listed on Schedule 3.3 shall be permitted, and after without giving effect theretoto any additions thereto or replacements thereof, no Default or Event it being understood that any additional Investments made with respect to such existing Investments shall be permitted only if independently permitted under the other provisions of Default shall have occurred and be continuing or would result therefromthis Section 3.3; (h) Holdings, any Borrower or any Subsidiary of Holdings or any Borrower may acquire and hold obligations of one or more officers or other employees of Holdings or any Borrower or any Subsidiary of Holdings or any Borrower in connection with such officers’ or employees’ acquisition of shares of Holdings common Stock, so long as no cash is actually advanced by Holdings or any Borrower or any Subsidiary of Holdings or any Borrower to such officers or employees in connection with the acquisition of any such obligations; (i) in the event that any Obligor or Borrower and any of its Wholly-Owned Domestic Subsidiaries forms any Subsidiary may make Permitted Acquisitions; (j) Holdings, Borrowers and their Subsidiaries may own the Stock of their respective Subsidiaries in existence on the Closing Date (after giving effect to the Related Transactions) or created or acquired in accordance with the terms hereofof this Agreement (so long as all amounts invested in such Subsidiaries are independently justified under another provision of this Section 3.3); (k) Borrowers and their Subsidiaries may make advances in the form of a prepayment of expenses, Investments consisting so long as such expenses were incurred in the ordinary course of the Equity Interests issued by business and are being paid in accordance with customary trade terms of such Person to such Obligor Borrower or such Subsidiary; ; (i) any Credit Party may make cash equity contributions to any other Credit Party that is a Wholly-Owned Domestic Subsidiary of the Person making such contribution and (ii) Investments consisting of any additional Equity Interests issued by Credit Party may make non-cash equity contributions to any other Credit Party that is a Wholly-Owned Subsidiary of a Person to the Credit Party making such Person; (i) non-cash loans and advances to employeescontribution, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as any security interest granted to the proceeds Agent for the benefit of Lenders in any assets so contributed (or in any deposit accounts or securities accounts in which such loans assets are used held) shall remain in their entirety full force and effect and be perfected (to purchase at least the same extent as in effect immediately prior to such Equity Interests in contribution) and all actions required to maintain said perfected status have been taken; provided, that the Parent; aggregate cash equity contributions by U.S. Borrowers to Canadian Borrower (jnet of distributions by Canadian Borrower to U.S. Borrowers) Investments acquired in connection after the Closing Date together with the settlement of delinquent accounts in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customers; (k) Investments in the ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit; (l) Investments consisting of Guarantees or other contingent obligations intercompany loans permitted under Section 6.013.1(b)(iv) shall not exceed $25,000,000 or the Dollar Equivalent thereof at any time; (m) Investments (i) in joint ventures not to exceed $25,000,000 in the aggregate; provided, that Credit Parties shall promptly take all steps reasonably necessary to enable Agent to obtain first priority perfected Liens on such Investments including the Stock of any joint venture owned by a Credit Party and (ii) in joint ventures in the agricultural chemical industry which are required give Credit Parties the option to purchase the majority interests in such joint ventures; provided that (1) such purchased equity can and shall be pledged to Agent as additional collateral of the Obligations, (2) the initial Investments under this item (ii) shall be completed on or prior to the first anniversary of the Closing Date with follow-up Investments permitted after the first anniversary of the Closing Date in the same joint ventures and (3) the aggregate amount of such initial and follow-up Investments shall not exceed $20,000,000; plus, in the cases of items (i) and (ii) above, any proceeds actually received by law the respective investor in respect of Investments theretofore made by it pursuant to maintain a minimum net capital requirement or as may be otherwise required by applicable lawthis paragraph (m); (n) extensions Investments in promissory notes and other evidence of trade credit in Indebtedness received as partial consideration for any Asset Dispositions and any other transaction that would be an Asset Disposition but for the ordinary course operation of businessclause (b)(3) of the definition of Asset Disposition; (o) Investments which may be made subject to the Specified Acquisitionconditions applicable to Permitted Distributions set forth in Section 3.5(d); provided, that, the aggregate amount of such Investments (net of returns on such Investments), as of any date of determination, shall not exceed the amount of Permitted Distributions permitted pursuant to Section 3.5(d) as of such date, shall reduce the amount of Permitted Distributions which may be made pursuant to Section 3.5(d) and the amount of Subordinated Debt which may be prepaid pursuant to Section 3.17(iii) on a dollar-for-dollar basis, and the Credit Parties shall promptly take all steps reasonably necessary to enable Agent to obtain first priority perfected Liens on such Investments, including the Stock of any joint venture owned or acquired by a Credit Party; and (p) Investments not otherwise permitted by the foregoing provisions of this Section 6.06 in an aggregate amount in an aggregate amount for all such Investments under this clause (pvalued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) not to exceed $35,000,000 at 45,000,000 (plus any time outstanding. Notwithstanding anything herein proceeds actually received by the respective investor in respect of Investments theretofore made by it pursuant to this paragraph (p)); provided, that the contraryCredit Parties shall promptly take all steps reasonably necessary to enable Agent to obtain first priority perfected Liens on such Investments, including the Borrower and each other Obligor will not, and will not permit Stock of any of its Restricted Subsidiaries to, allow joint venture owned or cause any Domestic Subsidiary to be acquired by a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition)Credit Party.

Investments. The Borrower and each other Obligor agrees that it will not, and will not permit any of its Restricted Subsidiaries other Parent Entity to, directly create or indirectly, hold any Subsidiary or make or own permit to exist any Investment in any other Person, including any Joint Venture, exceptexcept the following: (a) Investments existing on contributions by a Parent Entity to the date hereof or made pursuant to binding commitments in effect on capital of any other Parent Entity, so long as the date hereof and, except in the case recipient of Investments by the Obligors and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure Letterany such capital contribution is a Credit Party; (b) Investments in any Subsidiary Guarantor or Additional Borrower and, in the case of Holdings, following the consummation of a Holdco Transaction, the Companyconstituting Indebtedness permitted by Section 11.1; (c) Investments in Joint Ventures, Unrestricted Subsidiaries and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant to contingent liabilities constituting Indebtedness permitted by Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,00011.1 or Liens permitted by Section 11.2; (d) payroll, travel and similar advances to directors and employees of any Obligor or any of its Subsidiaries to cover matters that are expected at the time of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes and that are made Cash Equivalent Investments; (e) bank deposits in the ordinary course of business; (e) loans or advances to directors and employees of any Obligor or any of its Subsidiaries made in the ordinary course of business; , provided that the aggregate amount of all such loans and advances outstanding deposits that are maintained with any bank other than a Lender shall be subject to a Control Agreement or shall not at any time shall not exceed Five Hundred Thousand Dollars ($500,000) in the aggregate for all such deposits; (f) Permitted Acquisitions; provided that Investments in securities of Account Debtors received pursuant to any plan of reorganization or similar arrangement upon the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance bankruptcy or exchange insolvency of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000such account debtors; (g) Investments to consummate Acquisitions permitted by Section 11.4; (h) Investments listed on Schedule 11.10 as of the Closing Date; (i) loans or advances to officers, directors and employees of Borrower or any Subsidiaries of Borrower, or any other Credit Party, for travel, entertainment, relocation and analogous ordinary business purposes and in an the ordinary course of business as presently conducted, other than any loans or advances that would be in violation of Section 402 of the Xxxxxxxx-Xxxxx Act; provided that the aggregate principal amount of all such loans and advances permitted pursuant to this clause (g) not to exceed the Available Amount; provided that immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (h) (i) in the event that shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) at any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parenttime outstanding; (j) Investments acquired of (i) any Parent Entity in connection with the settlement Borrower, (ii) any Parent Entity in a Guarantor of delinquent accounts Payment, or (iii) any Parent Entity that is not a Guarantor of Payment in the ordinary course another Parent Entity that is not a Guarantor of business or in connection with the bankruptcy or reorganization of suppliers or customers;Payment; and (k) other Investments not to exceed One Million Dollars ($1,000,000) in the ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit; (l) Investments consisting of Guarantees or other contingent obligations permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions of trade credit in the ordinary course of business; (o) the Specified Acquisition; and (p) Investments not otherwise permitted by the foregoing provisions of this Section 6.06 in an aggregate amount in an aggregate amount for all such Investments under this clause other Investments; provided that (pi) not to exceed $35,000,000 at any time outstanding. Notwithstanding anything herein to Investment that, when made, complies with the contrary, requirements of the Borrower and each other Obligor will not, and will not permit any definition of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary the term “Cash Equivalent Investment” may continue to be a subsidiary held notwithstanding that such Investment if made thereafter would not comply with such requirements; and (ii) no Investment shall be permitted to be made if, immediately before or after giving effect thereto, any Default or Event of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition)Default exists.

Investments. The Borrower and each other Obligor will notPurchase or otherwise acquire, and will not permit any of its Restricted Subsidiaries hold or invest in the Securities (whether Capital Stock or instruments evidencing debt) of, make loans or advances to, directly enter into any arrangements for the purpose of providing funds or indirectlycredit to, or make or own any Equity Investment in in, any Person, including any Joint Venture, except: (a) Investments existing on Person which does not become a Guarantor upon the date hereof or made pursuant to binding commitments in effect on the date hereof and, except in the case of Investments by the Obligors and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 making of the Borrower Disclosure Letter; (b) Investments in any Subsidiary Guarantor investment, or Additional Borrower and, in the case of Holdings, following the consummation of a Holdco Transaction, the Company; (c) Investments in Joint Ventures, Unrestricted Subsidiaries and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000; (d) payroll, travel and similar advances to directors and employees of any Obligor or permit any of its Subsidiaries to cover matters that are expected at do any of the time foregoing, except for: (i) Investments in the Mortgage Banking Subsidiaries as of such the Agreement Date and additional loans or advances to be treated as expenses the Mortgage Banking Subsidiaries, subject to the limitations contained in Sections 6.09 and 7.15; (ii) Investments in Non-Guarantors (including (A) any Investment in the Special Purpose Subsidiaries and (B) any equity Investment in the Mortgage Banking Subsidiaries made after the Agreement Date) and Joint Ventures, provided that the aggregate of all such Obligor or such Subsidiary for accounting purposes Investments, loans and advances outstanding at any time in this clause (ii) (excluding the Borrower’s interest in NVR Funding II to the extent that are the Borrower’s Investment therein was financed by the NVR Funding II Note) shall not exceed twenty percent (20%) of Adjusted Consolidated Tangible Net Worth, (iii) Investments in Guarantors; (iv) mortgage loans made by the Mortgage Banking Subsidiaries in the ordinary course of business; (ev) loans or advances to directors and employees of any Obligor or any of its Subsidiaries Lot Option Deposits made in the ordinary course of business; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $500,000; (f) Permitted Acquisitions; provided that the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000; (g) Investments in an aggregate amount pursuant to this clause (g) not to exceed the Available Amount; provided that immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (h) (i) in the event that any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parent; (j) Investments acquired in connection with the settlement of delinquent accounts Borrower in the ordinary course of business or in connection with to the bankruptcy or reorganization of suppliers or customersextent permitted by Section 7.11; (kvi) Investments in the ordinary course of business consisting of endorsements of negotiable instruments for collection trade or deposit; (l) Investments consisting of Guarantees or other contingent obligations permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions of trade credit customer accounts arising in the ordinary course of business; (ovii) obligations issued or guaranteed as to principal or interest by the Specified AcquisitionUnited States of America or its agencies, GNMA securities or debt issued by other agencies of the United States of America; (viii) certificates of deposit, foreign time deposits, bankers acceptances or bank money market accounts which are issued by the Administrative Agent or any other bank or savings and loan association whose short-term debt is rated either “A1” or comparable by S&P or “P1” or comparable by Xxxxx’x, or a comparable rating by Xxxxxxxx’x Bank Watch, or if such an institution is a Subsidiary, then its parent corporation may have such a rating; (ix) commercial paper or finance company paper which is rated not less than prime-one or “A-1” or their equivalent by Xxxxx’x or S&P; (x) auction rate preferred stock or bonds rated either “AA” or comparable by S&P or “Aa2” or comparable by Xxxxx’x; (xi) short-term tax exempt securities including municipal notes, commercial paper, auction rate floaters and floating rate notes rated at least “A1” or “P1”; (xii) repurchase agreements collateralized by assets of the type described in clauses (vii) through (xi) above; (xiii) money market accounts, a majority of whose assets are composed of assets described in clauses (vii) through (xi) above; (xiv) mutual funds that are registered under the Investment Company Act of 1940, as amended, which have net assets of at least $100,000,000 and at least 85% of whose underlying assets consist of bonds having a rating of not less than “AAA” or its equivalent by Xxxxx’x and/or assets of the type listed in clauses (vii) through (xi) above; and (pxv) existing Investments not otherwise permitted by (other than as contemplated in the foregoing provisions other clauses of this Section 6.06 7.07) as described in an aggregate amount in an aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 at any time outstanding. Notwithstanding anything herein to the contrary, the Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition)Schedule V hereto.

Investments. The Borrower and each other Obligor will notMake any advance, and will not permit any loan, extension of its Restricted Subsidiaries credit (by way of guaranty or otherwise) or capital contribution to, directly or indirectlypurchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or make or own any Investment in other investment in, any PersonPerson (all of the foregoing, including any Joint Venture“Investments”), except: (a) Investments existing on the date hereof or made pursuant to binding commitments in effect on the date hereof and, except in the case of Investments by the Obligors and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure Letter; (b) Investments in any Subsidiary Guarantor or Additional Borrower and, in the case of Holdings, following the consummation of a Holdco Transaction, the Company; (c) Investments in Joint Ventures, Unrestricted Subsidiaries and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000; (d) payroll, travel and similar advances to directors and employees of any Obligor or any of its Subsidiaries to cover matters that are expected at the time of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes and that are made in the ordinary course of business; (e) loans or advances to directors and employees of any Obligor or any of its Subsidiaries made in the ordinary course of business; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $500,000; (f) Permitted Acquisitions; provided that the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000; (g) Investments in an aggregate amount pursuant to this clause (g) not to exceed the Available Amount; provided that immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (h) (i) in the event that any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parent; (j) Investments acquired in connection with the settlement of delinquent accounts in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customers; (k) Investments in the ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit; (l) Investments consisting of Guarantees or other contingent obligations permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions of trade credit in the ordinary course of business; (ob) the Specified Acquisition; andinvestments in Cash Equivalents; (pc) Investments not otherwise Guarantee Obligations permitted by Section 7.2 and advances permitted by Section 7.2(b); (d) loans and advances to employees and sales representatives of the foregoing provisions Borrower or any Subsidiary of this Section 6.06 the Borrower in an aggregate amount the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate amount for all such Investments under this clause (p) the Borrower or any Subsidiary of the Borrower not to exceed $35,000,000 1,000,000 at any one time outstanding. Notwithstanding anything herein ; (e) Investments in assets useful in the business of the Borrower and its Subsidiaries made by the Borrower or any of its Subsidiaries with the proceeds of any Reinvestment Deferred Amount; (f) Investments by the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to and after such investment, is a Consolidated Subsidiary Guarantor; and (g) the contraryBorrower or any Subsidiary may make Permitted Acquisitions, and may create Subsidiaries to own, directly or indirectly, the property acquired thereby; provided that (i) any acquisition of Capital Stock results in the issuer thereof becoming a Subsidiary, (ii) any Material Subsidiary created or acquired in connection therewith shall become a Subsidiary Guarantor and the requirements of Section 6.9 shall be satisfied prior to or concurrently with the consummation of such Permitted Acquisition, (iii) no Permitted Acquisition shall be consummated unless, after giving pro forma effect thereto as if such Permitted Acquisition had been made (and the related Indebtedness incurred or assumed) on the first day of the most recent period of four consecutive fiscal quarters ending prior thereto for which financial statements have been delivered pursuant to Section 6.1(a) or (b), the Borrower and each other Obligor will notits Subsidiaries would have a Consolidated Leverage Ratio of less than or equal to 2.50:1.00 and a Consolidated Interest Coverage Ratio of greater than or equal to 4.25:1.00 for such period (as demonstrated, in the case of any Permitted Acquisition the aggregate consideration for which exceeds $10,000,000, by delivery to the Administrative Agent of a certificate to such effect showing such calculation in reasonable detail), (iv) no Default or Unmatured Default exists at the time thereof or would result therefrom, and will (v) such acquisition has not permit been opposed, or has been approved, prior to the consummation thereof, by a majority of the board of directors of the entity being acquired; and (h) in addition to Investments otherwise expressly permitted by this Section, additional Investments by the Borrower or any of its Restricted Subsidiaries toin an aggregate amount (valued at cost) not to exceed, allow or cause at any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time time, $10,000,000 plus 10% of the Permitted Acquisition)Consolidated Net Worth calculated as of the end of the most recently completed fiscal quarter for which financial statements have been delivered pursuant to Section 6.1(a) or (b) or, before the first delivery of such financial statements hereunder, as of October 4, 2003.

Investments. The Borrower and each other Obligor will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, make or own hold any Investment in any Person, including any Joint VentureInvestments, except: (a) Investments existing on the date hereof or made pursuant to binding commitments in effect on the date hereof and, except in the case of Investments by the Obligors cash and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure LetterPermitted Investments; (b) Investments in by the Borrower and its Restricted Subsidiaries outstanding on the Closing Date and listed on Schedule 6.02 hereto and any Subsidiary Guarantor modification or Additional Borrower and, replacement thereof not involving an increase in the case aggregate amount of Holdings, following such Investments as of the consummation Closing Date (it being understood that if the amount of a Holdco Transactionany Investment is increased in connection with any modification or replacement, the Companyamount outstanding on the Closing Date shall be permitted under this clause (b)(i) and the increased amount shall be permitted if permitted under another clause or sub-clause of this Section 6.02); (c) Investments in Joint Venturescurrent assets, Unrestricted Subsidiaries including extensions of credit in the nature of accounts receivable or notes receivable and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000; (d) payroll, travel and similar advances to directors and employees of any Obligor received in satisfaction or any of its Subsidiaries to cover matters that are expected at the time of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes and that are made partial satisfaction thereof from financially troubled account debtors in the ordinary course of business; (d) Guarantees permitted by Section 6.01; (e) loans or advances to directors and employees of any Obligor or any of its Subsidiaries made in the ordinary course of business; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $500,000Permitted Acquisitions; (f) Permitted Acquisitions; provided Investments (i) by the Borrower in any Subsidiary Guarantor, (ii) by any Subsidiary Guarantor in the Borrower, (iii) by a Subsidiary Guarantor in another Subsidiary Guarantor, (iv) by a Restricted Subsidiary that is not a Loan Party in another Restricted Subsidiary (including a Loan Party to the total Acquisition Consideration extent any Debt of a Loan Party is subordinated to the Secured Obligations pursuant to a global intercompany note), and (other than v) not exceeding $100,000,000 in the aggregate at any Acquisition Consideration paid by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, time from the date of this Agreement, an amount equal to $100,000,000Borrower or a Subsidiary Guarantor in a Restricted Subsidiary that is not a Subsidiary Guarantor; (g) Investments in an aggregate amount pursuant to this clause (g) not to exceed the portion of the Available AmountAmount on the date of such election that the Borrower elects to apply to this Section 6.02(g); provided that immediately prior to, and after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing or would result therefromcontinuing; (h) loans and advances to directors, employees and officers of the Borrower or any Restricted Subsidiary in the ordinary course of business (iincluding for travel, entertainment and relocation expenses) in an aggregate principal amount for the event that Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Personone time outstanding; (i) non-cash loans and advances Investments to employees, officers, and directors of any Obligor or any of its Subsidiaries the extent that payment for the purpose of purchasing such Investments is made with Qualified Equity Interests in of the Parent so long as Borrower; provided that the proceeds issuance of such loans are used in their entirety to purchase such Equity Interests are not included in any determination of the ParentAvailable Amount; (j) Investments acquired in connection with arising out of the settlement receipt by the Borrower or a Restricted Subsidiary of delinquent accounts in non-cash consideration for the ordinary course sale of business or in connection with assets not prohibited by the bankruptcy or reorganization terms of suppliers or customers;this Agreement; and (k) other Investments not to exceed $150,000,000125,000,000 in the ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit;aggregate at any time outstanding.; and (l) any Investments consisting of Guarantees in connection with or other contingent obligations permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions of trade credit in the ordinary course of business; (o) the Specified Acquisition; and (p) Investments not otherwise permitted by the foregoing provisions of this Section 6.06 in an aggregate amount in an aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 at any time outstanding. Notwithstanding anything herein relating to the contrary, the Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition)Delta Merger Transactions.

Investments. The Borrower and each other Obligor will not, and will not Make or permit to remain outstanding any of its Restricted Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint VentureInvestments, except: (a) Investments existing on in (i) the date hereof form of cash or made pursuant to binding commitments in effect on the date hereof and, except in the case of Investments by the Obligors cash equivalents and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 (ii) any deferred compensation plan of the Borrower Disclosure Letteror any Subsidiary in an aggregate amount not to exceed $5,000,000; (b) Investments advances to officers, directors and employees of the Borrower and its Subsidiaries in an aggregate amount not to exceed $500,000 at any Subsidiary Guarantor or Additional Borrower andtime outstanding, in the case of Holdingsfor travel, following the consummation of a Holdco Transactionentertainment, the Companyrelocation and analogous ordinary business purposes; (c) Investments in Joint Ventures, Unrestricted Subsidiaries and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”Borrower in any Guarantor, shall Investments of any Guarantor in the Borrower or in any other Guarantor and Investments of any Subsidiary that is not exceed $40,000,000a Guarantor in any other Subsidiary that is not a Guarantor; (d) payroll, travel and similar advances to directors and employees of any Obligor or any of its Subsidiaries to cover matters that are expected at the time of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes and that are made in the ordinary course of business; (e) loans or advances to directors and employees of any Obligor or any of its Subsidiaries made in the ordinary course of business; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $500,000; (f) Permitted Acquisitions; provided that the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000; (g) Investments in an aggregate amount pursuant to this clause (g) not to exceed the Available Amount; provided that immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (h) (i) in the event that any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting extensions of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests credit in the Parent so long as nature of accounts receivable or notes receivable arising from the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parent; (j) Investments acquired in connection with the settlement of delinquent accounts in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customers; (k) Investments in the ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit; (l) Investments consisting of Guarantees or other contingent obligations permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (oe) Guarantees permitted by Section 7.03; (f) Net Investments (determined on a consolidated basis) in Subsidiaries that are not Guarantors; provided that (i) no Event of Default or Default shall exist prior to such Investment being made or after giving effect thereto, (ii) the Specified Acquisition; andaggregate outstanding amount of such Investments made pursuant to this Section 7.02(f), together with, without duplication, the aggregate amount of the outstanding Indebtedness permitted by clause (iv) of Section 7.03(e) shall not exceed $250,000,000 at any time outstanding, and (iii) no such Investment shall be made if less than 75% of Consolidated EBITDA was generated by the Borrower and the Guarantors for the four fiscal quarter period most recently ended prior to such Investment after including in such Consolidated EBITDA the EBITDA of such Subsidiary for such four fiscal quarter period and after giving pro forma effect to any acquisition consummated during such period as if such acquisition occurred on the first day of such period; (pg) Permitted Acquisitions (including any Investments owned by a Person acquired in a Permitted Acquisition); (h) Investments not otherwise permitted by outstanding on the foregoing provisions of this Section 6.06 Amendment and Restatement Date and listed on Schedule 7.02; (i) other Investments in an aggregate amount in an aggregate amount for all such Investments under this clause (pvalued at cost) not to exceed $35,000,000 50,000,000 at any time outstanding. Notwithstanding anything herein to the contrary, the Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition).

Investments. The Borrower and each other Obligor will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, make or own hold any Investment in any Person, including any Joint VentureInvestments, except: (a) Investments existing on the date hereof or made pursuant to binding commitments in effect on the date hereof and, except in the case of Investments by the Obligors cash and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure LetterPermitted Investments; (b) Investments in by the Borrower and its Restricted Subsidiaries outstanding on the Closing Date and listed on Schedule 6.02 hereto and any Subsidiary Guarantor modification or Additional Borrower and, replacement thereof not involving an increase in the case aggregate amount of Holdings, following such Investments as of the consummation Closing Date (it being understood that if the amount of a Holdco Transactionany Investment is increased in connection with any modification or replacement, the Companyamount outstanding on the Closing Date shall be permitted under this clause (b)(i) and the increased amount shall be permitted if permitted under another clause or sub-clause of this Section 6.02); (c) Investments in Joint Venturescurrent assets, Unrestricted Subsidiaries including extensions of credit in the nature of accounts receivable or notes receivable and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000; (d) payroll, travel and similar advances to directors and employees of any Obligor received in satisfaction or any of its Subsidiaries to cover matters that are expected at the time of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes and that are made partial satisfaction thereof from financially troubled account debtors in the ordinary course of business; (d) Guarantees permitted by Section 6.01; (e) loans or advances to directors and employees of any Obligor or any of its Subsidiaries made in the ordinary course of business; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $500,000Permitted Acquisitions; (f) Permitted Acquisitions; provided Investments (i) by the Borrower in any Subsidiary Guarantor, (ii) by any Subsidiary Guarantor in the Borrower, (iii) by a Subsidiary Guarantor in another Subsidiary Guarantor, (iv) by a Restricted Subsidiary that is not a Loan Party in another Restricted Subsidiary (including a Loan Party to the total Acquisition Consideration extent any Debt of a Loan Party is subordinated to the Secured Obligations pursuant to a global intercompany note), and (other than v) not exceeding $100,000,000 in the aggregate at any Acquisition Consideration paid by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, time from the date of this Agreement, an amount equal to $100,000,000Borrower or a Subsidiary Guarantor in a Restricted Subsidiary that is not a Subsidiary Guarantor; (g) Investments in an aggregate amount pursuant to this clause (g) not to exceed the portion of the Available AmountAmount on the date of such election that the Borrower elects to apply to this Section 6.02(g); provided that immediately prior to, and after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing or would result therefromcontinuing; (h) loans and advances to directors, employees and officers of the Borrower or any Restricted Subsidiary in the ordinary course of business (iincluding for travel, entertainment and relocation expenses) in an aggregate principal amount for the event that Borrower and its Restricted Subsidiaries not to exceed $10,000,000 at any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Personone time outstanding; (i) non-cash loans and advances Investments to employees, officers, and directors of any Obligor or any of its Subsidiaries the extent that payment for the purpose of purchasing such Investments is made with Qualified Equity Interests in of the Parent so long as Borrower; provided that the proceeds issuance of such loans are used in their entirety to purchase such Equity Interests are not included in any determination of the ParentAvailable Amount; (j) Investments acquired in connection with arising out of the settlement receipt by the Borrower or a Restricted Subsidiary of delinquent accounts in non-cash consideration for the ordinary course sale of business or in connection with assets not prohibited by the bankruptcy or reorganization terms of suppliers or customers;this Agreement; and (k) other Investments in the ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit; (l) Investments consisting of Guarantees or other contingent obligations permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions of trade credit in the ordinary course of business; (o) the Specified Acquisition; and (p) Investments not otherwise permitted by the foregoing provisions of this Section 6.06 in an aggregate amount in an aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 150,000,000 in the aggregate at any time outstanding. Notwithstanding anything herein to the contrary, the Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition).

Investments. The Borrower and each other Obligor will shall not, and will shall not cause or permit Guarantors or any of its Restricted Subsidiaries to, directly or indirectly, wholly-owned Subsidiary to make or own any Investment in any Person, including any Joint VentureInvestment, except: (a) Investments existing on the date hereof or made pursuant to binding commitments in effect on the date hereof and, except in the case of Investments by the Obligors and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure Letter; (b) Investments in any Subsidiary Guarantor or Additional Borrower and, in the case of Holdings, following the consummation of a Holdco Transaction, the Company; (c) Investments in Joint Ventures, Unrestricted Subsidiaries and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000; (d) payroll, travel and similar advances to directors and employees of any Obligor or any of its Subsidiaries to cover matters that are expected at the time of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes and that are made in the ordinary course of business; (e) loans or advances to directors and employees of any Obligor or any of its Subsidiaries made in the ordinary course of business; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $500,000; (f) Permitted Acquisitions; provided that the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000; (g) Investments in an aggregate amount pursuant to this clause (g) not to exceed the Available Amount; provided that immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (h) (i) in the event that any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the ParentPermitted Investments; (j) Investments acquired advances to officers, directors and employees of Borrower and Guarantors in connection with the settlement of delinquent accounts in the an aggregate amount not to exceed $1,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customerspurposes; (k) Investments in the ordinary course of business consisting of endorsements of negotiable instruments for collection or depositany Person which is a Loan Party; (l) Investments consisting of Guarantees extensions of credit in the nature of accounts receivable or other contingent obligations permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (m) Indebtedness (including Investments related thereto) permitted pursuant to Section 7.10; (n) Investments existing on the date hereof which Investments are set forth on Schedule 7.8 attached hereto; (o) Investments of any Person in existence at the Specified Acquisitiontime such Person becomes a Subsidiary; provided such Investment was not made in connection with or anticipation of such Person becoming a Subsidiary of Borrower (and if applicable, of a Subsidiary of Borrower) or of CCPT IV; (p) Subsidiaries may be established or created; (q) Investments related to income-producing real estate properties, single tenant or mixed-use real estate properties, construction in progress, unimproved land, mortgage notes receivable, collateralized mortgaged-backed securities, any other Eligible Real Estate Investments and any business activities reasonably incidental thereto and Investments in partnerships or joint ventures; provided, that such Investments shall, as applicable, be limited as follows: (i) Investments in real estate properties that have not been developed (and is not under development) for any type of commercial, industrial, residential or other income-generating use shall not at any time exceed an amount equal to 10% of CCPT IV's Total Asset Value; (ii) the aggregate value of Investments in non-wholly owned general and limited partnerships, joint ventures and other Persons which are not corporations (including any such Investments in existence as of the date hereof) shall not constitute more than 15% of CCPT IV's Total Asset Value; (iii) Investments in real estate properties under Construction in Progress shall not at any time exceed an amount equal to 10% of CCPT IV's Total Asset Value; and (piv) Investments in mortgage notes receivable, mezzanine notes, collateralized mortgaged-backed securities and other Eligible Real Estate Investments shall not, in the aggregate, exceed an amount equal to 10% of CCPT IV's Total Asset Value and, in any case, the aggregate value of Investments in collateralized mortgaged-backed securities shall not otherwise permitted by the foregoing provisions exceed 5% of this Section 6.06 in an aggregate amount in an aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 at any time outstanding. Notwithstanding CCPT IV's Total Asset Value; provided, that, notwithstanding anything herein to the contrarycontrary contained herein, the Borrower and each other Obligor will value of the Investments permitted pursuant to clauses (i)-(iv) above shall not, and will not permit in any case, exceed an amount equal to 25% of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition)CCPT IV's Total Asset Value.

Investments. The Holdings and the Borrower and each other Obligor will not, and will not permit any of its Restricted their respective Subsidiaries to, directly or indirectly, lend money or credit or make or own any Investment in advances to any Person, including or purchase or acquire any Joint Venturestock, obligations or securities of, or any other interest in, or make any capital contribution to, any other Person, or purchase or own a futures contract or otherwise become liable for the purchase or sale of any currency, commodities or raw materials at a future date in the nature of a futures contract, or acquire or hold any cash or Cash Equivalents (collectively, "Investments"), or permit any investment to remain outstanding, or agree or commit to make any Investment, except: (a) Investments existing on the date hereof or made pursuant to binding commitments in effect on the date hereof and, except in the case of Investments by the Obligors and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure Letter; (b) Investments in any Subsidiary Guarantor or Additional Borrower and, in the case of Holdings, following the consummation of a Holdco Transaction, the Company; (c) Investments in Joint Ventures, Unrestricted Subsidiaries and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000; (d) payroll, travel and similar advances to directors and employees of any Obligor or any of its Subsidiaries may acquire and hold receivables owing to cover matters that are expected at it, if created or acquired in the time ordinary course of such advances to be treated as expenses business and payable or dischargeable in accordance with the customary trade terms of such Obligor the Borrower or such Subsidiary for accounting purposes applicable Subsidiary, as the case may be, and that are made the Borrower and its Subsidiaries may make and own Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in settlements of delinquent obligations of and other disputes with, customers and suppliers arising in the ordinary course of business; (b) loans and advances to employees, officers and directors in an aggregate principal amount not to exceed $2,500,000 at any time outstanding shall be permitted; (c) Investments existing on the Restatement Effective Date and listed on Schedule XII hereto, without giving effect to any additions thereto or replacements thereof, shall be permitted; (d) the Borrower and its Wholly-Owned Domestic Subsidiaries shall be permitted to make Permitted JV Investments on any date in an amount not to exceed the Available Basket Amount on such date (after giving effect to all prior and contemporaneous adjustments thereto, except as a result of such Investment), it being understood and agreed that to the extent the Borrower or one or more other Credit Parties (after the respective Investment has been made) receives a cash return from the respective Joint Venture of amounts previously invested pursuant to this clause (d) (which cash return may be made by way of repayment of principal in the case of loans and cash equity returns (whether as a distribution, dividend or redemption) in the case of equity investments), then the amount of such return of investment shall, upon the Administrative Agent's receipt of a certification of the amount of the return of investment from an Authorized Officer, apply to increase the Available Basket Amount, provided that the aggregate amount of increases to the Available Basket Amount described above shall not exceed the amount of returned investment and, in no event, shall the amount of the increases made to the Available Basket Amount in respect of any Investment exceed the amount previously invested pursuant to this clause (d); (e) loans or advances Holdings may make Investments in Unrestricted Subsidiaries, so long as no portion of the amount used to directors and employees of make any Obligor such Investment are received by it from the Borrower or any of its Subsidiaries made the Borrower's Subsidiaries; (f) Investments in the ordinary course of businesscash and Cash Equivalents shall be permitted; provided that the aggregate amount of such loans cash and advances outstanding at any time Cash Equivalents permitted to be held by Holdings and its Subsidiaries shall not exceed $500,000; 500,000 (fexclusive of cash in accounts maintained by the Borrower in Canada for the Borrower's Canadian printing plant operations, so long as the aggregate amount of cash on deposit therein at no time exceeds $1,000,000 (taking the Dollar Equivalent of amounts expressed in Canadian dollars) Permitted Acquisitions; provided that the total Acquisition Consideration (other than for any Acquisition Consideration paid by issuance or exchange period of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000three consecutive Business Days during which Revolving Loans and/or Swingline Loans are outstanding; (g) Investments in an aggregate amount pursuant to this clause (g) not to exceed by the Available Amount; provided that immediately prior to, Borrower and/or its Subsidiaries permitted under Section 8.1 and after giving effect thereto, no Default or Event of Default Capital Expenditures permitted under Section 8.4 shall have occurred and be continuing or would result therefrompermitted; (h) (i) in non-cash consideration received by the event that any Obligor Borrower or any of its Subsidiaries forms in connection with any Subsidiary in accordance with asset sale to the terms hereof, Investments consisting of the Equity Interests issued extent permitted by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such PersonSection 8.1; (i) non-cash loans and advances Investments which may be deemed to employees, officers, and directors exist as a result of any Obligor or any the entering into of its Subsidiaries for Interest Rate Agreements to the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parentextent permitted by Section 8.3(d); (j) Investments acquired in connection with the settlement of delinquent accounts Borrower and its Subsidiaries may purchase raw materials in the ordinary course of business and consistent with past practices (including pursuant to forward purchase agreements so long as reasonably related to the Borrower's or its respective Subsidiary's anticipated needs for such raw material in connection with its production process, and so long as such forward purchase agreements are not speculative in nature and do not extend for a period longer than 180 days after the bankruptcy or reorganization of suppliers or customersentering thereof); (k) additional Investments in may be made by the ordinary course Borrower and its Wholly-Owned Subsidiaries so long as the aggregate amount of business consisting of endorsements of negotiable instruments for collection or depositInvestments made pursuant to this clause (k) after the Restatement Effective Date does not exceed $1,000,000; (l) additional Investments consisting may be made by the Borrower or its Wholly-Owned Subsidiaries, so long as the amount thereof does not exceed the Retained Excess Cash Flow Amount at the time the respective Investment is made (before giving effect to any reduction thereto as a result of Guarantees or other contingent obligations permitted under Section 6.01;the making of the respective Investment); and (m) additional Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions of trade credit in the ordinary course of business; (o) the Specified Acquisition; and (p) Investments not otherwise permitted made by the foregoing provisions Borrower or its Wholly-Owned Subsidiaries at any time, so long as the amount thereof does not exceed the Retained Equity Amount at the time the respective Investment is made (before giving effect to the reduction thereto as a result of the making of the respective Investment). Notwithstanding anything to the contrary contained above, no Investment shall be made pursuant to any of clauses (d), (k), (l) or (m) of this Section 6.06 in an aggregate amount in an aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 8.5 at any time outstanding. Notwithstanding anything herein to the contrary, the Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow when a Default or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that Event or Default is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition)in existence or would exist after giving effect thereto.

Investments. The Borrower and each other Obligor Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, make or own permit to remain outstanding any Investment in any Personadvances, including any Joint Venture, except: loans or other extensions of credit or capital contributions (a) Investments existing on the date hereof or made pursuant to binding commitments in effect on the date hereof and, except in the case of Investments by the Obligors and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure Letter; (b) Investments in any Subsidiary Guarantor or Additional Borrower and, in the case of Holdings, following the consummation of a Holdco Transaction, the Company; (c) Investments in Joint Ventures, Unrestricted Subsidiaries and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000; (d) payroll, travel and similar advances to directors and employees of any Obligor or any of its Subsidiaries to cover matters that are expected at the time of such advances to be treated as than prepaid expenses of such Obligor or such Subsidiary for accounting purposes and that are made in the ordinary course of business; ) to (e) loans by means of transfers of property or advances to directors and employees of any Obligor assets or any of its Subsidiaries made in the ordinary course of business; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $500,000; (f) Permitted Acquisitions; provided that the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance or exchange of Equity Interestsotherwise), or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with purchase or own any stocks, bonds, notes, debentures or other securities of, any Person (all Permitted Acquisitions occurring on or after the Effective Date shall not exceedsuch transactions being herein called “Investments”), from the date of this Agreement, an amount equal to $100,000,000; (g) Investments in an aggregate amount pursuant to this clause (g) not to exceed the Available Amount; provided that immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (h) (i) in the event that any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person;except: (i) non-cash loans and advances to employees, officers, and directors of operating deposit accounts with any Obligor bank or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parentfinancial institution; (jii) Liquid Investments (including Liquid Investments in the name and under the control of the Administrative Agent (or a collateral sub-agent for the Administrative Agent) as contemplated by the Security Documents); (iii) subject to Section 9.16 hereof, Investments in accounts and chattel paper as defined in the Uniform Commercial Code and notes receivable acquired in connection with the settlement of delinquent accounts in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customersas presently conducted; (kiv) Investments in an insurer required as a condition to the provision by such insurer of insurance coverage contemplated by Section 9.03; (v) (w) equity Investments in Wholly-Owned Subsidiaries of the Parent; (x) additional equity Investments in Subsidiaries of the Parent (other than Wholly-Owned Subsidiaries) with the prior written consent of the Majority Lenders and (y) Investments in the ordinary course form of business consisting loans, advances or other obligations owed by any Wholly-Owned Subsidiary to the Parent, and Investments in the form of endorsements loans, advances or other obligations owed by the Parent to any Wholly-Owned Subsidiary; provided that, solely to the extent that the Parent shall make Investments in a mortgagor under a Permitted Mortgage, the aggregate amount of negotiable instruments Investments permitted by subclauses (w) or (y) of this clause (v) in any Subsidiary of the Parent that is a mortgagor under any Permitted Mortgage shall not exceed, in the aggregate for collection or deposit;all such Subsidiaries, $100,000,000 at any one time outstanding. (lvi) Investments consisting of Guarantees loans or other contingent obligations permitted under Section 6.01advances to officers and directors of the Parent and its Subsidiaries in an amount not to exceed $2,000,000 in the aggregate and loans or advances made to employees of the Parent to permit such employees to exercise options to purchase Capital Stock of the Parent; (mvii) (x) Investments which in Persons that are required by law not Subsidiaries of the Parent and (y) Investments in Subsidiaries of the Parent (to maintain a minimum net capital requirement or as may be otherwise required by applicable lawthe extent such Investments are not permitted under clause (v) of this Section 9.14); provided that the aggregate outstanding amount of Investments made after the Effective Date pursuant to this clause (vii) shall not at any time exceed $100,000,000; (nviii) extensions Investments consisting of trade credit Permitted Acquisitions in the ordinary course of businessaccordance with Section 9.12 hereof; (oix) subject to Section 9.16 hereof and on terms and pursuant to documentation in all respects reasonably satisfactory to the Specified AcquisitionAdministrative Agent, Investments in Affiliates of the Parent (which are not Wholly-Owned Subsidiaries of the Parent) to facilitate the construction or acquisition of records management facilities including, without limitation, the acquisition of real estate for development purposes; (x) subordinated Guarantees of Senior Subordinated Debt by Subsidiaries of the Parent which are Guarantors and the Parent pursuant to the Senior Subordinated Debt Documents; (xi) Guarantees of Senior Unsecured Debt by Subsidiaries of the Parent which are Guarantors and the Parent pursuant to the agreements governing such Senior Unsecured Debt; (xii) equity Investments and loans and advances and other extensions of credit to any Excluded Subsidiary or any other person organized outside of the United States or principally conducting its business outside of the United States; (xiii) Investments constituted by Hedging Agreements and Cash Management Agreements; and (pxiv) Investments not otherwise by the Parent in any Subsidiary formed pursuant to the instruments governing an Accounts Receivable Financing permitted by the foregoing provisions of this Section 6.06 in an aggregate amount in an aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 at any time outstanding. Notwithstanding anything herein to the contrary, the Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition)9.08 hereof.

Investments. The Borrower and each other Obligor will not, and will not permit Make or hold any of its Restricted Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint VentureInvestments, except: (a) Investments existing on held by the date hereof Borrower or made pursuant to binding commitments in effect on the date hereof and, except such Restricted Subsidiary in the case form of Investments by the Obligors and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure Lettercash or Cash Equivalents; (b) Investments in any Subsidiary Guarantor or Additional Borrower and(x) loans and advances to directors, in the case employees and officers of Holdings, Borrower and the Restricted Subsidiaries for bona fide business purposes (including travel and relocation), in aggregate amount not to exceed the greater of $3,500,000 and 2% of TTM Consolidated EBITDA at any time outstanding; provided that, following any securities issuance of Holdings, Borrower and the consummation of a Holdco Transaction, the Company; (c) Investments in Joint Ventures, Unrestricted Subsidiaries and Restricted Subsidiaries that are not Guarantors; provided that results in such Person being subject to the aggregate amount for all Investments under this clause Xxxxxxxx-Xxxxx Act, no loans in violation of the Xxxxxxxx-Xxxxx Act (c)including Section 402 thereof) shall be permitted hereunder and (y) cash and non-cash loans and advances to directors, plus the aggregate amount employees and officers of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iiiHoldings (including any direct or indirect parent of Holdings) and its Subsidiaries for the aggregate amount purpose of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000; (d) payroll, travel and similar advances to directors and employees of any Obligor purchasing Equity Interests in Holdings or any direct or indirect parent of its Subsidiaries to cover matters that are expected at Holdings, so long as the time proceeds of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes and that are made in the ordinary course of business; (e) loans or advances are used in their entirety to directors and employees purchase such Equity Interests in Holdings or direct or indirect parent of any Obligor or any Holdings and, only to the extent, that the proceeds of its Subsidiaries made in such purchase are promptly contributed by Holdings to the ordinary course of businessBorrower as cash common equity; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $500,000; (f) Permitted Acquisitions; provided that the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid made in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000; (g) Investments in an aggregate amount cash pursuant to this clause (gb)(y) shall not to exceed the Available Amount; provided that immediately prior to, greater of $7,000,000 and after giving effect thereto, no Default or Event 4% of Default shall have occurred and be continuing or would result therefromTTM Consolidated EBITDA in any fiscal year of Holdings; (hc) Investments by and among the Borrower and its Restricted Subsidiaries; (i) in the event that any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (iid) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary extensions of a Person to such Person; (i) non-cash loans and advances to employees, officerscredit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and directors of any Obligor Investments received in satisfaction or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parent; (j) Investments acquired partial satisfaction thereof in connection with the settlement of delinquent accounts in the ordinary course of business or from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Investments consisting of (i) Indebtedness permitted by Section 7.02 (other than Section 7.02(w)), (ii) fundamental changes permitted by Section 7.04 (other than Section 7.04(d)), (iii) Dispositions permitted by Section 7.05 (other than Section 7.05(e) solely with respect to Investments thereunder) or (iv) Restricted Payments permitted by Section 7.06 (exclusive of the last paragraph thereof); (f) Investments (i) existing on the date hereof and set forth on Schedule 7.03(f) and (ii) consisting of any modification, replacement, renewal, reinvestment or extension of any such Investment; provided that the amount of any Investment permitted pursuant to this Section 7.03(f)(ii) is not increased from the original amount of such Investment on the Closing Date (determined without reducing such amount to reflect to any return received on such Investment from and after the Closing Date) except pursuant to the terms of such Investment (including in respect of any unused commitment), plus any accrued but unpaid interest (including any portion thereof which is payable in kind in accordance with the terms of such modified, extended, renewed or replaced Investment) and premium payable by the terms of such Indebtedness thereon and fees and expenses associated therewith as of the Closing Date or as otherwise permitted by this Section 7.03; (i) Guarantee obligations of Holdings, the Borrower or any Restricted Subsidiary in respect of letters of support, guarantees or similar obligations issued, made or incurred for the benefit of any Restricted Subsidiary to the extent required by law or in connection with any statutory filing or the delivery of audit opinions performed in jurisdictions other than within the United States and (ii) performance Guarantees of Holdings, the Borrower or any Restricted Subsidiary primarily guaranteeing performance of contractual obligations of the Borrower or Restricted Subsidiaries to a third party and not primarily for the purposes of guaranteeing payment of Indebtedness; (h) contributions to a “rabbi” trust for the benefit of employees or any other grantor trust subject to claims of creditors in the case of a bankruptcy of a Loan Party; (i) (i) Permitted Acquisitions and (ii) Investments consisting of xxxx xxxxxxx money deposits in connection with a Permitted Acquisition or reorganization other Investment permitted hereunder; (j) loans and advances to Holdings or any direct or indirect parent thereof in lieu of, and not in excess of suppliers the amount of (after giving effect to any other loans, advances or customersRestricted Payments in respect thereof), Restricted Payments to the extent permitted to be made to Holdings or any direct or indirect parent thereof in accordance with Section 7.06; (k) Investments prepaid expenses or lease, utility and other similar deposits, in the ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit; (l) Investments consisting of Guarantees or other contingent obligations permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions of trade credit each case made in the ordinary course of business; (l) promissory notes or other obligations (i) of officers, directors or other employees of such Loan Party or such Restricted Subsidiary acquired in the ordinary course of business in connection with such officers’ or employees’ acquisition of Equity Interests in such Loan Party or such Restricted Subsidiary (or the direct or indirect parent of such Loan Party) (to the extent such acquisition is permitted under this Agreement), so long as no cash is advanced by the Borrower or any Restricted Subsidiary in connection with such Investment and (ii) received from stockholders of any direct or indirect parent of Holdings or any of its Subsidiaries in connection with the exercise of stock options in respect of the Equity Interests of such Person; (m) pledges and deposits permitted under Section 7.01 and endorsements for collection or deposit in the ordinary course of business to the extent permitted under Section 7.02(o)); (n) to the extent constituting Investments, advances in respect of transfer pricing, cost-sharing arrangements (i.e., “cost-plus” arrangements) and associated “true-up” payments that are (i) in the ordinary course of business and consistent with the historical practices of Holdings, the Borrower and any Restricted Subsidiary and (ii) funded not more than 120 days in advance of the applicable transfer pricing and cost-sharing payment; (o) Investments consisting of any deferred portion (including promissory notes and non-cash consideration) of the Specified Acquisition; andsales price received by the Borrower or any Restricted Subsidiary in connection with any Disposition permitted hereunder; (p) Investments in respect of Swap Contracts and Bank Product Agreements not otherwise entered into for speculative purposes; (q) Investments entered into at a time when no Default or Event of Default is continuing or would immediately result from such Investments and consisting of the purchase of source code, intellectual property and other intangibles, whether or not representing a business line or all or substantially all of the business of a Person (including, but not limited to, the acquisition of the Equity Interests of such Person for the purpose of purchasing such source code, Intellectual Property and other intangibles of such Person) (each such purchase or acquisition, an “IP Acquisition” and collectively, “IP Acquisitions”); (r) Investments resulting from the reinvestment of Net Cash Proceeds of a Disposition as permitted by under this Agreement; (s) receivables or other trade payables owing to any direct or indirect parent of Holdings or any Restricted Subsidiary if created or acquired in the foregoing provisions ordinary course of this Section 6.06 business and payable or dischargeable in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as such direct or indirect parent, the Borrower or such Restricted Subsidiary deems reasonable under the circumstances; (t) other Investments in an aggregate amount in an aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 at any time outstanding. Notwithstanding anything herein to the contrary, the Borrower Cumulative Amount; provided that no Event of Default has occurred and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary continuing at the time of the execution of the definitive documentation with respect to such Investment; (u) Investments in securities of trade creditors or customers that are received (i) in settlement of bona fide disputes or delinquent obligations or (ii) pursuant to any plan of reorganization or liquidation or similar arrangement upon the bankruptcy, insolvency or other restructuring of such trade creditors or customers; (i) Loans repurchased by Holdings, the Borrower or a Restricted Subsidiary pursuant to and in accordance with Section 10.06, so long as such Loans are immediately cancelled and (ii) Second Lien Loans repurchased by Holdings, the Borrower or a Restricted Subsidiary pursuant to and in accordance with the Second Lien Credit Agreement and to the extent not prohibited by Section 7.12, so long as such Loans are immediately cancelled; (w) Investments of any person that becomes a Restricted Subsidiary on or after the Closing Date; provided that (i) such Investments exist at the time such person is acquired, (ii) such Investments are not made in anticipation or contemplation of such person becoming a Restricted Subsidiary, and (iii) such Investments are not directly or indirectly recourse to any Loan Party or any other Restricted Subsidiary or any of their respective assets, other than to the person that becomes a Restricted Subsidiary; (x) Investments to the extent arising solely from a subsequent increase in the value (excluding any value for which any additional consideration of any kind whatsoever has been paid or otherwise transferred, directly or indirectly, by, or on behalf of any Loan Party or any Restricted Subsidiary) of an Investment otherwise permitted hereunder and made prior to such subsequent increase in value; (y) Investments to the extent constituting the reinvestment of Net Cash Proceeds (arising from any Disposition) to repair, replace or restore any Property in respect of which such Net Cash Proceeds were paid or to reinvest in assets that are otherwise used or useful in the business of any Loan Party or Subsidiary (provided that, such Investment shall not be permitted to the extent such Net Cash Proceeds shall be required to applied to make prepayments in accordance with Section 2.05(b)); (z) Investments in Unrestricted Subsidiaries, joint ventures and other minority investments not to exceed the greater of $20,000,000 and 10% of TTM Consolidated EBITDA at any time outstanding; (aa) other Investments in an aggregate amount at any time not to exceed the sum of (i) the greater of (x) $60,000,000 and (y) 35% of TTM Consolidated EBITDA at any time outstanding, plus (ii) the aggregate amount available to be used for Restricted Payments under Section 7.06(j) which the Borrower may, from time to time, elect to re-allocate to the making of Investments pursuant to this Section 7.03(aa); (bb) additional Investments so long as (i) at the time of making such Investment, no Default or Event of Default shall have occurred and be continuing and (ii) on a Pro Forma Basis, after giving effect to the making of such Investment (together with any related issuance or incurrence of Indebtedness) as if such Investment had been made on the first day of the applicable period, the Consolidated Net Leverage Ratio shall be no greater than 5.80:1.00; (cc) (i) any Permitted Acquisition).Tax Reorganization and (ii) any Permitted IPO Reorganization;

Investments. The Borrower and each other Obligor Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, make or own permit to remain outstanding any Investment in any Person, including any Joint Venture, Investments except: (a) Investments existing outstanding on the date hereof or made pursuant to binding commitments and identified in effect on the date hereof and, except Schedule III Part B hereto (excluding Investments in the case of Investments by the Obligors and their respective Restricted Subsidiaries in their respective Unrestricted Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure Letter); (b) Investments in any Subsidiary Guarantor or Additional Borrower and, in the case of Holdings, following the consummation of a Holdco Transaction, the Companyoperating deposit accounts with banks; (c) Investments in Joint Ventures, Unrestricted Subsidiaries and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000Investments; (d) payroll, travel Investments by the Company and similar advances to directors and employees its Restricted Subsidiaries in capital stock of any Obligor or any of its Restricted Subsidiaries to cover matters that are expected at the time of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes and that are made in the ordinary course of business; (e) loans or advances to directors and employees of any Obligor or any of its Subsidiaries made in the ordinary course of business; provided that the aggregate amount of such loans and advances extent outstanding at any time shall not exceed $500,000; (f) Permitted Acquisitions; provided that the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000; (g) Investments in an aggregate amount pursuant to this clause (g) not to exceed the Available Amount; provided that immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (h) (i) in the event that any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting financial statements of the Equity Interests issued by such Person Company and its Consolidated Subsidiaries referred to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans in Section 8.02 hereof and advances by the Company and its Restricted Subsidiaries to employees, officers, and directors Restricted Subsidiaries of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parent; (j) Investments acquired in connection with the settlement of delinquent accounts Company in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customerspursuant to Section 6.08 hereof; (ke) Investments in the Capital Stock of any Wholly-Owned Subsidiary of the Company formed or acquired by the Company or any of its other Wholly-Owned Subsidiaries (other than Unrestricted Subsidiaries, 3189503, Canadian Forest Oil and Funding Co.) after the date hereof (a "NEW WHOLLY- OWNED SUBSIDIARY"), provided that (i) such New Wholly-Owned Subsidiary is maintained as a separate Subsidiary of the Company (unless the Majority Banks consent to the merger of such New Wholly-Owned Subsidiary into the Company or into another Wholly-Owned Subsidiary of the Company, except that no such consent shall be required to merge such New Wholly-Owned Subsidiary into another Wholly-Owned Subsidiary of the Company established solely for the purpose of facilitating the acquisition of such New Wholly-Owned Subsidiary (which Wholly-Owned Subsidiary, following such merger, shall have no assets other than the assets of such New Wholly-Owned Subsidiary)), (ii) such New Wholly-Owned Subsidiary is engaged principally in the business of the acquisition and exploitation of, exploration for and/or development, production, processing, marketing, gathering and sales of oil, gas or other hydrocarbons, (iii) immediately following the consummation of each such Investment, such New Wholly-Owned Subsidiary shall have no Indebtedness other than Non-Recourse Debt (provided such Indebtedness may have full recourse to the assets of such Wholly-Owned Subsidiary or any Unrestricted Subsidiary) and, if applicable, Indebtedness hereunder and (iv) the Company complies with Section 9.16 hereof with respect to such New Wholly-Owned Subsidiary immediately following the consummation of such Investment by the Company; (f) Commodity Hedging Agreements and Interest Rate Protection Agreements entered into by the Company and its Restricted Subsidiaries in the ordinary course of business consisting of endorsements of negotiable instruments substantially as conducted on the date hereof and not for collection or depositspeculation purposes; (lg) additional Investments consisting of Guarantees up to but not exceeding $30,000,000 (or other contingent obligations permitted under Section 6.01; (mthe equivalent) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions of trade credit in the ordinary course aggregate PLUS the net cash proceeds of business; (o) any Equity Issuance which is applied simultaneously or substantially simultaneously for an Investment, including, without limitation, Investments in Unrestricted Subsidiaries; PROVIDED that any cash dividends received by the Specified AcquisitionCompany or any Restricted Subsidiary from an Unrestricted Subsidiary, up to the amount of the Investments in such Unrestricted Subsidiary, shall reduce PRO TANTO the aggregate amount of the Investments in such Unrestricted Subsidiary for purposes of calculating compliance with such $30,000,000 limitation; and (ph) Investments not otherwise permitted by the foregoing provisions of this Section 6.06 undivided fractional interests in an aggregate amount in an aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 at any time outstanding. Notwithstanding anything herein to the contrary, the Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition)hydrocarbon reserves.

Investments. The Each of Parent and the Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, make or own any Investment Investments in any Person, including any Joint Venture, exceptexcept that the foregoing restriction shall not apply to: (a) Investments existing on the date hereof or made pursuant to binding commitments in effect on the date hereof and, except in the case of Investments by the Obligors and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure LetterCash Equivalents; (b) Investments in connection with any Subsidiary Guarantor acquisition of assets, business units or Additional Borrower andcompanies; provided, in the case of Holdingshowever, following the consummation that (i) such acquisition shall not be a hostile takeover of a Holdco Transaction, the Company; company and (cii) Investments in Joint Ventures, Unrestricted Subsidiaries both immediately before and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000; (d) payroll, travel and similar advances to directors and employees of any Obligor or any of its Subsidiaries to cover matters that are expected at the time of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes and that are made in the ordinary course of business; (e) loans or advances to directors and employees of any Obligor or any of its Subsidiaries made in the ordinary course of business; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $500,000; (f) Permitted Acquisitions; provided that the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000; (g) Investments in an aggregate amount pursuant to this clause (g) not to exceed the Available Amount; provided that immediately prior to, and after giving pro forma effect theretoto such acquisition and any Indebtedness incurred to make such acquisition, no Default or Event of Default shall have occurred exist and be continuing or would result therefromcontinuing; (hc) (i) Investments reflected in the event that any Obligor audited financial statements of Parent as of and for the Fiscal Year ending December 31, 2017 or any of its Subsidiaries forms any Subsidiary which are disclosed in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such PersonSchedule 9.03; (id) non-cash loans accounts receivable and advances to employees, officers, other receivables (including notes receivables and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parent; (jreceivables under leases) Investments acquired in connection with the settlement of delinquent accounts arising in the ordinary course of business in accordance with normal trade practices of Parent or the applicable Restricted Subsidiary or on commercially reasonable terms, and investments received in connection with satisfaction or partial satisfaction thereof from financially troubled account debtors to the bankruptcy extent reasonably necessary or reorganization of suppliers advisable in order to prevent or customerslimit loss; (ke) Investments in the ordinary course of business consisting of endorsements of negotiable instruments for collection by Parent or deposit; (l) Investments consisting of Guarantees or other contingent obligations permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions of trade credit in the ordinary course of business; (o) the Specified Acquisition; and (p) Investments not otherwise permitted by the foregoing provisions of this Section 6.06 in an aggregate amount in an aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 at any time outstanding. Notwithstanding anything herein to the contrary, the Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries toin any Restricted Subsidiary or in Parent; provided that the aggregate amount of Investments (including the loans permitted under Section 9.01(m)) in the ABS Subsidiaries by Parent and the other Restricted Subsidiaries shall not exceed at any time an amount equal to the value of the Property Disposed of to the ABS Subsidiaries pursuant to Section 9.11(c) (measured as of the date of the applicable Disposition); (f) Investments otherwise permitted by Section 9.01; (g) other Investments, allow so long as, immediately after giving effect to the making of any such Investments, the aggregate amount of Investments made pursuant to this Section 9.03(g) and then outstanding does not exceed the greater of $50,000,000 and an amount equal to 2.5% of Consolidated Net Tangible Assets; (h) payroll advances and employee loans up to $10,000,000 in the aggregate outstanding at any time; (i) other Investments (including Investments in Unrestricted Subsidiaries, Joint Ventures, minority interests in Persons or cause any Domestic Subsidiary to be a subsidiary similar arrangements) so long as (A) no Default or Event of a Foreign Subsidiary (other than any Domestic Subsidiary that Default has occurred and is an existing subsidiary of an acquired Foreign Subsidiary continuing at the time of and immediately after giving effect to any such Investment and (B) after giving pro forma effect to any such Investment, (i) the Permitted AcquisitionSenior Secured Leverage Ratio is less than 2.50 to 1.00 as of the last day of the most recently ended Testing Period for which financial statements are available and (ii) Parent shall have Liquidity in an amount that is not less than fifteen percent (15%) of the Aggregate Commitments. For purposes of this Section 9.03(i), the Senior Secured Leverage Ratio shall be calculated on a pro forma basis to include any Senior Secured Indebtedness incurred to make such Investment (as if such Indebtedness was incurred on the last day of the applicable Testing Period); and (j) Investments in securities acquired in settlements of claims and disputes.

Investments. The Borrower and each other Obligor will Holdings shall not, and will not nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, Subsidiary to make or own hold any Investment in any Person, including any Joint VentureInvestments, except: (a) Investments existing on the date hereof or made pursuant to binding commitments in effect on the date hereof and, except held by Holdings and its Subsidiaries in the case form of Cash Equivalents or Investments by the Obligors and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure Letterthat were Cash Equivalents when made; (b) Investments in any Subsidiary Guarantor or Additional Borrower and, in the case of Holdings, following the consummation of a Holdco Transaction, the Company; (ci) Investments in Joint Ventures, Unrestricted Subsidiaries and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000; (d) payroll, travel and similar advances to officers, directors and employees of any Obligor or any of Holdings and its Subsidiaries in an aggregate amount not to cover matters that are expected exceed $2,000,000 at any one time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes, (ii) loans to officers, directors and employees of Holdings and its Subsidiaries for the time purpose of purchasing Equity Interests of Holdings or a Parent of Holdings (or purchase of such loans made by others) so long as a capital contribution of the proceeds of any such purchase is made to the common equity of the Borrower, (iii) advances of payroll payments and expenses to be treated as expenses officers, directors or employees of such Obligor or such Subsidiary for accounting purposes Holdings and that are made its Subsidiaries in the ordinary course of business, and (iv) Investments made pursuant a “rabbi trust” or similar employee benefit plan or arrangement designed to defer the taxability of compensation to an employee, officer or director or of purchase payments made in connection with an acquisition; (ec) loans or advances (i) Investments by Holdings and its Subsidiaries in their respective Subsidiaries outstanding on the Closing Date, (ii) additional Investments by Holdings and its Subsidiaries in the Loan Parties, and (iii) Investments in Subsidiaries which are not Loan Parties, provided that (A) both immediately prior and after giving effect to directors any such Investment made pursuant to this clause (iii), the Payment Conditions are satisfied and employees (B) such Investments made pursuant to this clause (iii) shall not exceed at any time an aggregate amount equal to $20,000,000 (net of any Obligor return on such investment); (d) Investments consisting of extensions of credit in the nature of accounts receivable or any notes receivable arising from the grant of its Subsidiaries made trade credit in the ordinary course of business; provided , Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and Investments received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy, reorganization or insolvency of an account debtor; (e) Guarantees of ordinary course obligations of Subsidiaries of the Borrower that the aggregate amount of such loans do not constitute Indebtedness and advances outstanding at any time shall not exceed $500,000Guarantees permitted by Section 7.02; (f) Permitted Acquisitions; provided that Investments existing on the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring Closing Date and set forth on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000Schedule 7.10; (g) the purchase or other acquisition (a “Permitted Acquisition”) of all of the Equity Interests in, or all or substantially all of the property of, any Person that, upon the consummation thereof, will be wholly-owned directly by the Borrower or one or more of its wholly-owned Subsidiaries (including as a result of a merger or consolidation); provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.10(g): (i) any such newly-created or acquired Subsidiary shall comply with the requirements of Section 6.11; (ii) the lines of business of the Person to be (or the property of which is to be) so purchased or otherwise acquired shall be substantially the same lines of business, or reasonably related or incidental thereto, as one or more of the principal businesses of the Borrower and its Subsidiaries in the ordinary course; (iii) such purchase or other acquisition shall not include or result in any contingent liabilities that would reasonably be expected to be material to the business, financial condition, operations or prospects of Holdings and its Subsidiaries, taken as a whole (as determined in good faith by the board of directors (or the persons performing similar functions) of Holdings or such Subsidiary if the board of directors is otherwise approving such transaction and, in each other case, by a Responsible Officer); (iv) the total cash and noncash consideration (including the fair market value of all Equity Interests issued or transferred to the sellers thereof measured at the time of execution of the acquisition agreement, the reasonably estimated amount of earnouts and other contingent payment obligations to, and the aggregate cash amounts paid or to be paid under noncompete, consulting and other affiliated agreements with, the sellers thereof, and all assumptions of Indebtedness) paid by or on behalf of the Borrower and its Subsidiaries for any such purchase or other acquisition, when aggregated with the total cash and noncash consideration paid by or on behalf of the Borrower and its Subsidiaries for all other purchases and other acquisitions made by the Borrower and its Subsidiaries pursuant to this Section 7.10(g), shall not exceed the Available Investment Basket Amount; and (v) immediately before and immediately after giving effect on a Pro Forma Basis to any such purchase or other acquisition (i) no Default shall have occurred and be continuing and (ii) Aggregate Availability is not less than $20,000,000. (h) any Investment received as non-cash consideration from a Disposition permitted under Section 7.03; (i) Investments consisting of pledges and deposits permitted by Section 7.01(f) and (h); (j) Investments of any Person that becomes a Subsidiary after the Closing Date; provided that (i) such Investments exist at the time such Person becomes a Subsidiary and (ii) such Investments were not made in anticipation of such Person becoming a Subsidiary; (k) Investments pursuant to Swap Contracts permitted by Section 7.02(f); (l) Investments consisting of acquisitions of newspaper assets (including Investments in any Person that becomes a Subsidiary) in an exchange permitted under Section 7.03(iv); (m) Investments that constitute a capital expenditure; (n) intercompany loans and advances to Holdings to the extent that the Borrower may pay dividends to Holdings pursuant to Section 7.09(d) or (e) (and in lieu of paying such Restricted Payment); provided that such intercompany loans and advances shall be unsecured and expressly subordinated in right of payment to the Obligations; (o) Investments permitted by Section 7.03 (other than clause (vi)); (p) Investments or deemed Investments with respect to any Permitted Bond Hedge Transaction; (q) Investments the consideration for which solely consists of Equity Interests (other than Disqualified Equity Interests) of Holdings or Equity Interests of any Parent of Holdings; and (r) other Investments during the term of this Agreement in an aggregate amount pursuant to this clause (g) not to exceed the sum of (i) the Available Amount; provided that Investment Basket Amount plus (ii) so long as immediately prior to, before and immediately after giving effect thereto, thereto on a Pro Forma Basis no Default or Event of Default shall have occurred and be continuing or would result therefrom; (h) (i) in continuing, the event that any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with Additional Available Amount on the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parent; (j) Investments acquired in connection with the settlement of delinquent accounts in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customers; (k) Investments in the ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit; (l) Investments consisting of Guarantees or other contingent obligations permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions of trade credit in the ordinary course of business; (o) the Specified Acquisition; and (p) Investments not otherwise permitted by the foregoing provisions of this Section 6.06 in an aggregate amount in an aggregate amount for all date such Investments under this clause (p) not to exceed $35,000,000 at any time outstanding. Notwithstanding anything herein to the contrary, the Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition)are made.

Investments. The Borrower and each other Obligor Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, make or own permit to remain outstanding any Investment in any Personadvances, including any Joint Venture, except: loans or other extensions of credit or capital contributions (a) Investments existing on the date hereof or made pursuant to binding commitments in effect on the date hereof and, except in the case of Investments by the Obligors and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure Letter; (b) Investments in any Subsidiary Guarantor or Additional Borrower and, in the case of Holdings, following the consummation of a Holdco Transaction, the Company; (c) Investments in Joint Ventures, Unrestricted Subsidiaries and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000; (d) payroll, travel and similar advances to directors and employees of any Obligor or any of its Subsidiaries to cover matters that are expected at the time of such advances to be treated as than prepaid expenses of such Obligor or such Subsidiary for accounting purposes and that are made in the ordinary course of business; ) to (e) loans by means of transfers of property or advances to directors and employees of any Obligor assets or any of its Subsidiaries made in the ordinary course of business; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $500,000; (f) Permitted Acquisitions; provided that the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance or exchange of Equity Interestsotherwise), or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with purchase or own any stocks, bonds, notes, debentures or other securities of, any Person (all Permitted Acquisitions occurring on or after the Effective Date shall not exceedsuch transactions being herein called “Investments”), from the date of this Agreement, an amount equal to $100,000,000; (g) Investments in an aggregate amount pursuant to this clause (g) not to exceed the Available Amount; provided that immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (h) (i) in the event that any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person;except: (i) non-cash loans and advances to employees, officers, and directors of operating deposit accounts with any Obligor bank or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parentfinancial institution; (jii) Liquid Investments (including Liquid Investments in the name and under the control of the Administrative Agent (or a collateral sub-agent for the Administrative Agent) as contemplated by the Security Documents); (iii) subject to Section 9.16 hereof, Investments in accounts and chattel paper as defined in the Uniform Commercial Code and notes receivable acquired in connection with the settlement of delinquent accounts in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customersas presently conducted; (kiv) Investments in an insurer required as a condition to the provision by such insurer of insurance coverage contemplated by Section 9.03; (v) (w) equity Investments in Wholly-Owned Subsidiaries of the Parent; (x) additional equity Investments in Subsidiaries of the Parent (other than Wholly-Owned Subsidiaries) with the prior written consent of the Majority Lenders and (y) Investments in the ordinary course form of business consisting loans, advances or other obligations owed by any Wholly-Owned Subsidiary to the Parent, and Investments in the form of endorsements loans, advances or other obligations owed by the Parent to any Wholly-Owned Subsidiary; provided that, solely to the extent that the Parent shall make Investments in a mortgagor under a Permitted Mortgage, the aggregate amount of negotiable instruments Investments permitted by subclauses (w) or (y) of this clause (v) in any Subsidiary of the Parent that is a mortgagor under any Permitted Mortgage shall not exceed, in the aggregate for collection or deposit;all such Subsidiaries, $100,000,000 at any one time outstanding; provided further that Investments in Upper Providence Venture I, L.P. after the Closing Date shall not exceed, in the aggregate, $35,000,000 at any one time outstanding. (lvi) Investments consisting of Guarantees loans or other contingent obligations permitted under Section 6.01advances to officers and directors of the Parent and its Subsidiaries in an amount not to exceed $2,000,000 in the aggregate and loans or advances made to employees of the Parent to permit such employees to exercise options to purchase Capital Stock of the Parent; (mvii) (x) Investments which in Persons that are required by law not Subsidiaries of the Parent and (y) Investments in Subsidiaries of the Parent (to maintain a minimum net capital requirement or as may be otherwise required by applicable lawthe extent such Investments are not permitted under clause (v) of this Section 9.14); provided that the aggregate outstanding amount of Investments made after the Effective Date pursuant to this clause (vii) shall not at any time exceed $150,000,000; (nviii) extensions Investments consisting of trade credit Permitted Acquisitions in the ordinary course of businessaccordance with Section 9.12 hereof; (oix) subject to Section 9.16 hereof and on terms and pursuant to documentation in all respects reasonably satisfactory to the Specified AcquisitionAdministrative Agent, Investments in Affiliates of the Parent (which are not Wholly-Owned Subsidiaries of the Parent) to facilitate the construction or acquisition of records management facilities including, without limitation, the acquisition of real estate for development purposes; (x) subordinated Guarantees of Senior Subordinated Debt by Subsidiaries of the Parent which are Guarantors and the Parent pursuant to the Senior Subordinated Debt Documents; (xi) Guarantees of Senior Unsecured Debt by Subsidiaries of the Parent which are Guarantors and the Parent pursuant to the agreements governing such Senior Unsecured Debt; (xii) equity Investments and loans and advances and other extensions of credit to any Excluded Subsidiary; (xiii) Investments constituted by Hedging Agreements and Cash Management Agreements; and (pxiv) Investments not otherwise by the Parent in any Subsidiary formed pursuant to the instruments governing an Accounts Receivable Financing permitted by the foregoing provisions of this Section 6.06 in an aggregate amount in an aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 at any time outstanding. Notwithstanding anything herein to the contrary, the Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition)9.08 hereof.

Investments. The Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (a) Pending the application of funds in any of the Funds or sub-accounts (other than the Unrestricted Account) in accordance with this ARTICLE 3, such funds may be invested and reinvested in Permitted Investments existing on denominated in Dollars and liquidated (at the date hereof or made pursuant risk and expense of the Partnership), in accordance with written instructions given to binding commitments in effect on the date hereof and, except in the case of Investments Collateral Agent by the Obligors Partnership (except upon the occurrence and their respective Restricted Subsidiaries during the continuance of an Event of Default during which such funds shall be invested and reinvested in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure Letter;Permitted Investments with maturities no longer than a week). (b) If and when cash is required for disbursement in accordance with this ARTICLE 3, the Collateral Agent is authorized, to the extent necessary to make disbursements required pursuant to this ARTICLE 3, to cause Permitted Investments to be sold or otherwise liquidated into cash in any Subsidiary Guarantor accordance with written instructions from the Partnership; PROVIDED that in the absence of timely receipt of such instructions, the Collateral Agent shall sell or Additional Borrower andotherwise liquidate Permitted Investments as it shall, in good faith, deem necessary. The Collateral Agent shall not be liable for any loss resulting from such liquidation except to the case extent such loss results solely from the gross negligence or willful misconduct of Holdings, following the consummation of a Holdco Transaction, Collateral Agent. All such liquidations shall be binding on the Company;Partnership. (c) Investments The Collateral Agent shall not be required to take any action with respect to investing the funds in Joint Ventures, Unrestricted Subsidiaries and Restricted Subsidiaries that are any Fund or sub-account in the absence of written instructions by the Partnership. The Collateral Agent shall not Guarantors; provided that be liable for any loss resulting from any investment in any Cash Equivalent or the aggregate amount for all Investments under this clause (c), plus sale or redemption thereof except to the aggregate amount of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) and extent such loss results solely from the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) gross negligence or willful misconduct of the definition “Permitted Acquisition”Collateral Agent, it being understood and agreed that in no event shall not exceed $40,000,000;the Collateral Agent be liable for any loss resulting from any investment, or any sale or redemption thereof, made in accordance with written instructions received from the Partnership. (d) payroll, travel All funds in each and similar advances to directors and employees of any Obligor or any of its Subsidiaries to cover matters that are expected at the time of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes and that are all investments in Permitted Investments made in respect thereof, shall be held by the ordinary course of business; (e) loans or advances to directors and employees of any Obligor or any of its Subsidiaries made in the ordinary course of business; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $500,000; (f) Permitted Acquisitions; provided that the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000; (g) Investments in an aggregate amount pursuant to this clause (g) not to exceed the Available Amount; provided that immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (h) (i) in the event that any Obligor or any of its Subsidiaries forms any Subsidiary Depositary Bank in accordance with Section 2.1 hereof and the terms hereof, Investments consisting interests of the Equity Interests issued by such Person Partnership therein shall constitute part of the security subject to such Obligor or such Subsidiary; the pledge and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parent; (j) Investments acquired in connection with the settlement of delinquent accounts in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customers; (k) Investments in the ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit; (l) Investments consisting of Guarantees or other contingent obligations permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions of trade credit in the ordinary course of business; (o) the Specified Acquisition; and (p) Investments not otherwise permitted security interests created by the foregoing provisions of this Section 6.06 in an aggregate amount in an aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 at any time outstanding. Notwithstanding anything herein to the contrary, the Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition)Security Documents.

Investments. The Borrower and each other Obligor will notMake any Investments, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except:except the following (“Permitted Investments”): (a) Investments existing on the date hereof held by Borrower or made pursuant to binding commitments in effect on the date hereof and, except such Subsidiary in the case form of Investments by the Obligors and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure Lettercash or Cash Equivalents; (b) Investments existing as of the Amendment Effective Date and set forth in any Subsidiary Guarantor or Additional Borrower and, in the case of Holdings, following the consummation of a Holdco Transaction, the CompanySchedule 8.02; (c) Investments in Joint Ventures, Unrestricted Subsidiaries and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant to Guarantees permitted by Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,0008.03; (d) payroll, travel Acquisitions by a Loan Party with respect to which the following conditions have been satisfied (“Permitted Acquisitions”): (i) the property acquired (or the property of the Person acquired) in such Acquisition is used or useful in the same or a similar line of business as Borrower and similar advances to directors and employees of any Obligor its Subsidiaries were engaged in on the Amendment Effective Date (or any of its Subsidiaries to cover matters that are expected at the time of such advances to be treated as expenses of such Obligor reasonable extensions or such Subsidiary for accounting purposes and that are made in the ordinary course of business; (eexpansions thereof) loans or advances to directors and employees of any Obligor or any of its Subsidiaries made in the ordinary course of business; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $500,000; (f) Permitted Acquisitions; provided that the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000; (g) Investments in an aggregate amount pursuant to this clause (g) not to exceed the Available Amount; provided that immediately prior to, and after giving effect to such Acquisition, such property will not be encumbered by any Lien other than a Permitted Lien; (ii) in the case of an Acquisition of the Voting Interests of another Person, the board of directors (or other comparable governing body) and the shareholders (if required by applicable law) of such other Person shall have duly approved such Acquisition; (iii) at least (5) Business Days prior to the consummation of any such Acquisition, Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such Acquisition, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 on a Pro Forma Basis; (iv) the representations and warranties made by the Loan Parties in each Loan Document shall be true and correct in all material respects at and as if made as of the date of such Acquisition (after giving effect thereto, ) and no Default or Event of Default shall have occurred and be continuing continuing, or would result therefromoccur after giving effect thereto; (hv) immediately after giving effect to such Acquisition, there shall be at least $15,000,000 of availability existing under the Aggregate Revolving Commitments; (vi) the Purchase Price (which specifically includes any so-called “earn out” payments) paid by such Loan Party for any such Acquisition shall not exceed (i) $215,000,000 for the “galaxy” Acquisition and $200,000,000 for any other single Acquisition and (ii) $500,000,000 in the aggregate for all such Acquisitions occurring during the term of this Agreement, or, if the Purchase Price is greater than such dollar amounts, the prior written approval of the Required Lenders shall have been obtained. (e) Investments in Joint Ventures. (f) Investments in CIS not to exceed $5,000,000 in the aggregate, plus any and all Letters of Credit required by any Governmental Authority to be issued for the account of CIS up to an amount not to exceed $25,000,000 in the aggregate. (g) (i) equity interests in the event that any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting existing as of the Equity Interests issued by such Person to such Obligor or such SubsidiaryAmendment Effective Date and identified on Schedule 6.13; and (ii) Investments consisting of in any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person;Guarantor. (i) non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parent; (j) Investments acquired in connection with the settlement of delinquent accounts in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customers; (k) Investments in the ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit; (lh) Investments consisting of Guarantees or other contingent obligations Indebtedness permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions of trade credit in the ordinary course of business; (o) the Specified Acquisition; and (p) Investments not otherwise permitted by the foregoing provisions of this Section 6.06 in an aggregate amount in an aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 at any time outstanding. Notwithstanding anything herein to the contrary, the Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition8.03(l).

Investments. The Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, directly make, incur, assume or indirectly, make or own suffer to exist any Investment in any other Person, including any Joint Venture, except: : (a) Investments existing on the date hereof or made pursuant to binding commitments in effect on the date hereof and, except in the case of Investments by the Obligors and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure Letter; Cash Equivalent Investments; (b) without duplication, Investments in any Subsidiary Guarantor or Additional Borrower and, in the case of Holdings, following the consummation of a Holdco Transaction, the Company; permitted as Capital Expenditures; (c) Investments by the Borrower in Joint Ventures, Unrestricted its Subsidiaries permitted by Section 6.9 comprising the equity ownership and Restricted Subsidiaries that are not Guarantorsinitial approved capitalization of such Subsidiaries; provided that the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000; (d) payroll, travel and similar advances to directors and employees of any Obligor or any of its Subsidiaries to cover matters that are expected at the time of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes and that are made in the ordinary course of business; intercompany loans permitted by Section 7.2.2; (e) loans the endorsement of instruments for collection or advances to directors and employees of any Obligor or any of its Subsidiaries made deposit in the ordinary course of business; provided that (f) any guaranties by the Borrower or any Guarantor or other assumptions or endorsements of Indebtedness constituting permitted Indebtedness under Section 7.2.2; (g) the formation or acquisition by the Borrower or a Guarantor after the date hereof of one or more Subsidiaries incorporated or organized under the laws of any State of the United States of America; provided, that: (i) the Subsidiary formed or acquired shall be engaged in a business related, ancillary or complimentary to the business of the Borrower as conducted on the date hereof, (ii) neither the Borrower or any Guarantor will Dispose of or contribute to any such Person any Collateral or Negative Pledge Property and (iii) the Agent shall have received (A) not less than ten (10) Business Days' prior written notice of the formation or acquisition of any such Subsidiary and such information with respect thereto as the Agent may request, and (B) true, correct and complete copies of all agreements, documents and instruments relating thereto and (iv) as of the date of any such Investment, no Default shall exist or have occurred and be continuing; (h) stock or obligations issued to the Borrower, any Guarantor or any of their respective Subsidiaries by any Person (or the representative of such Person) in respect of Indebtedness of such Person owing to the Borrower or any Subsidiary in connection with the insolvency, bankruptcy, receivership or reorganization of such Person or a composition or readjustment of the debts of such Person; (i) obligations of account debtors to the Borrower, any Guarantor or Subsidiaries arising from accounts which are past due; (j) loans or advances by the Borrower, any Guarantor or any of their respective Subsidiaries to any of its employees, after the date hereof, not to exceed the principal amount of $1,000,000 in the aggregate amount of such loans and advances outstanding at any time outstanding in the ordinary course of the Borrower's, any Guarantor's or Subsidiary's business for reasonable and necessary work-related travel and other ordinary business expenses to be incurred by such employees in connection with their employment with the Borrower, such Guarantor or such Subsidiary as the case may be; (k) any investments of the Borrower, any Guarantor or any of their respective Subsidiaries in swap agreements, cap agreements, collar agreements, exchange agreements futures or forward hedging contracts or similar contractual arrangements intended to protect a person against fluctuations in interest rates, currency exchange rates or the price of raw materials and other chemical products used or produced in the business of the Borrower; provided, that, such arrangements are with banks or other financial institutions that have combined capital and surplus and undivided profits of not less than $250,000,000 and are not for speculative purposes and are unsecured; (l) loans by any Subsidiary of the Borrower (other than a Guarantor) to any other Subsidiary of the Borrower (other than a Guarantor); (m) the existing loans, advances and guarantees set forth on Schedule 7.2.5(a) of the Disclosure Schedule hereto, provided, that, as to such loans, advances and guarantees, (i) the Borrower, the Guarantors, or their respective Subsidiaries, as the case may be, shall not, directly or indirectly, (A) amend, modify, alter or change in any material respect the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, except, that, the Borrower, such Guarantor or Subsidiary, as the case may be, after prior written notice to the Agent, amend, modify, alter or change the terms thereof so as to extend the maturity thereof or defer the timing of any payments in respect thereof, or to forgive or cancel a portion of such Indebtedness (other than pursuant to payments thereof), or to release any Liens on any assets of the Borrower which secure such Indebtedness (if any), or to reduce the rate or any fees in connection therewith, or to make any covenants contained therein less restrictive or burdensome as to the Borrower or otherwise more favorable to the Borrower, any Guarantor or any Subsidiary, as the case may be, (as determined in good faith by the Agent), or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire such guarantee or set aside or otherwise deposit or invest any sums for such purpose (except as expressly required pursuant to the terms thereof or pursuant to regularly scheduled payments permitted herein) and (ii) the Borrower or such Guarantor or Subsidiary shall furnish to the Agent all notices or demands in connection with such loans, advances or guarantees either received by the Borrower, such Guarantor or Subsidiary on its behalf, promptly after the receipt thereof, or sent by the Borrower, such Guarantor or such Subsidiary on its behalf, concurrently with the sending thereof, as the case may be; (n) Investments in joint ventures or other Persons (each a "Business Enterprise") by the Borrower for the purpose of development, creation and operation of an internet business; provided, that: (i) each such Business Enterprise is entered into with a Person who is not an Affiliate, (ii) the Business Enterprise shall be engaged in a business related, ancillary or complimentary to the businesses of the Borrower as conducted on the date hereof, (iii) the Agent shall have received (A) (1) in the event the initial investment (whether characterized by loans, capital contributions, letters of credit or otherwise) in the Business Enterprise is not in excess of $5,000,000 not more than two (2) Business Days' written notice after the date of such investment and such other information with respect thereto as the Agent may reasonably request, or (2) in the event such initial investment is to be equal to or greater than $5,000,000 not less than ten (10) Business Days' prior written notice of such investment in such Business Enterprise, and such other information with respect thereto as the Agent may reasonably request and (B) true, correct and complete copies of all agreements, documents and instruments relating thereto, (iv) the total amount of all such Investments in such Business Enterprises shall not exceed $500,000; 50,000,000 in the aggregate at any time, and (fv) Permitted Acquisitions; provided that the total Acquisition Consideration Agent shall receive a monthly report in form and substance satisfactory to the Agent of the amount of such investment and such other information with respect thereto as the Agent may reasonably request and (other than any Acquisition Consideration paid by issuance or exchange vi) as of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreementany such loan, an amount equal to $100,000,000; (g) Investments in an aggregate amount pursuant to this clause (g) not to exceed the Available Amount; provided that immediately prior toadvance, and after giving effect theretocapital contribution or other investment or payment, no Default or Event of Default shall have occurred and be continuing or would result therefrom; continuing; (ho) (i) in the event that any Obligor or any repurchases and redemptions of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person capital stock permitted pursuant to such Obligor or such SubsidiarySection 7.2.6; and (iip) Investments consisting the existing loans made by the Borrower to the Flexi-Trust pursuant to the terms and conditions of the Flexi-Trust Agreement as in effect on the Closing Date. provided, however, that any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parent; (j) Investments acquired in connection Investment which when made complies with the settlement requirements of delinquent accounts in the ordinary course definition of business or in connection with the bankruptcy or reorganization of suppliers or customers; (k) Investments in the ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit; (l) Investments consisting of Guarantees or other contingent obligations permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as term "Cash Equivalent Investment" may be otherwise required by applicable law; (n) extensions of trade credit in the ordinary course of business; (o) the Specified Acquisition; and (p) Investments not otherwise permitted by the foregoing provisions of this Section 6.06 in an aggregate amount in an aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 at any time outstanding. Notwithstanding anything herein to the contrary, the Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary continue to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary held notwithstanding that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition)such Investment if made thereafter would not comply with such requirements.

Investments. The Borrower and each other Obligor will notMake or allow any Investment unless (a) no Event of Default exists at the time of, and will not permit any of its Restricted Subsidiaries or after giving effect to, directly or indirectlythe making of such Investment and (b) if such Investment is made after the Covenant Waiver Period Termination Date, make or own any Investment immediately after giving effect to the making of such Investment, the Loan Parties and their respective Subsidiaries shall be in any Personcompliance, including any Joint Ventureon a Pro Forma Basis, exceptwith the provisions of Section 7.11; provided that during the Covenant Waiver Period, such Investments shall consist only of: (ai) Investments existing on the date hereof or made acquisitions of real properties pursuant to binding commitments in effect on purchase and sale agreements entered into prior to the date hereof andSecond Amendment Effective Date, except in the case of Investments by the Obligors and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure Letter; (b) Investments in any Subsidiary Guarantor or Additional Borrower and, in the case of Holdings, following the consummation of a Holdco Transaction, the Company; (c) Investments in Joint Ventures, Unrestricted Subsidiaries and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount consideration for all Investments under such acquisitions (including consideration in the form of Seller Notes) may not exceed $120,000,000; (ii) acquisitions of Unencumbered Eligible Properties; provided that (x) after giving effect to such acquisition, the aggregate consideration for all acquisitions made in reliance on this clause (c)ii) does not exceed the amount of Unencumbered Reinvestment Proceeds at such time and (y) if any portion of the consideration for such acquisition shall be paid with proceeds of a Loan, plus the Committed Loan Notice for the applicable Borrowing shall be accompanied by an Officer’s Certificate certifying (and containing calculations in reasonable detail satisfactory to the Administrative Agent) that after giving effect to such acquisition, the aggregate consideration for all acquisitions made in reliance on this clause (ii) does not exceed the aggregate amount of sales, transfers, leases Unencumbered Reinvestment Proceeds at such time; (iii) acquisitions of Unencumbered Eligible Properties; provided that (x) the only consideration therefor are Equity Interests in the Borrower and other dispositions pursuant to Section 6.03(a)(iii(y) and the aggregate amount undepreciated book value of Acquisition Consideration paid pursuant to all Unencumbered Eligible Properties acquired in reliance on this clause (viiii) of the definition “Permitted Acquisition”, shall not exceed $40,000,000150,000,000; (div) payroll, travel and similar advances to directors and employees acquisitions of any Obligor or any of its Subsidiaries to cover matters Unencumbered Eligible Properties; provided that are expected (x) at the time of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes and that are made in the ordinary course of business; (e) loans or advances to directors and employees of any Obligor or any of its Subsidiaries made in the ordinary course of business; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $500,000; (f) Permitted Acquisitions; provided that the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000; (g) Investments in an aggregate amount pursuant to this clause (g) not to exceed the Available Amount; provided that immediately prior toof, and after giving effect theretoto, no Default or Event the making of Default any Investment made in reliance on this clause (iv), the Total Revolving Credit Outstandings are not in excess of $275,000,000, (y) after giving effect to such acquisition, the aggregate consideration for all acquisitions made in reliance on this clause (iv) does not exceed the amount of Additional Investment Proceeds at such time and (z) if any portion of the consideration for such acquisition shall have occurred be paid with proceeds of a Loan, the Committed Loan Notice for the applicable Borrowing shall be accompanied by an Officer’s Certificate certifying (and be continuing or would result therefromcontaining calculations in reasonable detail satisfactory to the Administrative Agent) that after giving effect to such acquisition, the aggregate consideration for all acquisitions made in reliance on this clause (iv) does not exceed the aggregate amount of Additional Investment Proceeds at such time; (hv) the Seattle Acquisition; provided that (ix) in the event that any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting portion of the Equity Interests issued by such Person to such Obligor or such Subsidiary; purchase price compensation therefor paid in cash and Cash Equivalents shall not exceed $24,000,000 on the date the Seattle Acquisition is consummated and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parent; (j) Investments acquired in connection with the settlement of delinquent accounts in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customers; (k) Investments in the ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit; (l) Investments consisting of Guarantees or other contingent obligations permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions of trade credit in the ordinary course of business; (oy) the Specified Acquisitiononly other purchase price compensation payable therefor on the date the Seattle Acquisition is consummated shall be made by Apple Nine Seattle’s delivery of the Seattle Acquisition Seller Note to Qwest Corporation; and (pvi) Investments not otherwise permitted by the foregoing provisions of this Section 6.06 in an aggregate amount in an aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 at any time outstanding. Notwithstanding anything herein to the contrary, the Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition)Seattle Acquisition Note Guaranty.

Investments. The Borrower and each other Obligor will not, and nor will not it permit any of its Restricted Subsidiaries to, directly or indirectly, make or own permit to remain outstanding any Investment in any Person, including any Joint Venture, Investments except: (a) Investments existing on the date hereof or made pursuant to binding commitments in effect on the date hereof and, except in the case of Investments by the Obligors and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure Letteroperating deposit accounts with banks; (b) Investments in any Subsidiary Guarantor or Additional Borrower and, in the case of Holdings, following the consummation of a Holdco Transaction, the CompanyPermitted Investments; (c) Investments by the Borrower and its Subsidiaries in Joint Ventures, Unrestricted capital stock of Subsidiaries and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000Borrower to the extent outstanding on the date of the financial statements of the Borrower and its Subsidiaries referred to in Section 4.04 or required by Section 7.14 and advances by the Borrower and its Subsidiaries to Subsidiary Guarantors in the ordinary course of business permitted to be incurred by Section 7.01(e); (d) payrollInvestments outstanding on the date hereof (other than Investments permitted under clauses (a), travel (b) and similar advances (c) of this Section) and identified in Schedule 4.15(b); (e) the acquisition of the capital stock of or partnership or other equity interests in Persons or the formation of Wholly Owned Subsidiaries of the Borrower for the acquisition of capital stock of or partnership or other equity interests in Persons, resulting in such Persons becoming Wholly Owned Subsidiaries of the Borrower, in each case for the purpose of enabling the Borrower and its Subsidiaries to directors consummate acquisitions permitted by Section 7.04; (f) Guarantees by Subsidiary Guarantors of Indebtedness of the Borrower to the extent such guarantees are permitted under Section 7.01; (g) Guarantees permitted under Section 7.01(h); (h) the HYTOP Guaranties; (i) loans or capital contributions made by the Borrower to the Designated HYTOPs Subsidiaries after the date hereof in an amount up to but not exceeding $3,000,000 in the aggregate at any one time outstanding; (j) Investments by the Borrower and employees its Subsidiaries in capital stock of New HYTOPs Sub to the extent outstanding on the date of the consummation of the New HYTOPs Transaction (after giving effect thereto), including any Obligor such capital stock resulting from the conversion or exchange of Indebtedness owing by New HYTOPs Sub to the Borrower or any of its Subsidiaries to cover matters that are expected at the time of into such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes and that are made in the ordinary course of businesscapital stock; (ek) loans or advances a cash contribution by the Borrower to directors and employees the capital of any Obligor or any New HYTOPs Sub in an aggregate amount not exceeding 3% of its Subsidiaries the aggregate liquidation preference of the New HYTOPs Preferred Stock, which cash contribution is made in connection with the ordinary course consummation of business; provided that the aggregate amount of such loans New HYTOPs Transaction and advances outstanding at any time shall not exceed $500,000used by New HYTOPs Sub solely to purchase the common equity ownership interests in the New HYTOPs Trust; (fl) Permitted Acquisitions; provided that the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000; (g) additional Investments in an aggregate amount pursuant up to this but not exceeding $300,000,000 minus the aggregate amount applied to make purchases, redemptions, retirements, acquisitions or defeasances of Subordinated Indebtedness or Senior Notes under clause (gc) not to exceed the of Section 7.12 (other than such purchases, redemptions, retirements, acquisitions or defeasances made with any Net Available Amount; Proceeds from any Equity Issuances), provided that immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing at the time of the making of each such Investment or would result therefrom; (hm) (i) in Investments by the event that any Obligor or any of Borrower and its Subsidiaries forms in any Receivables Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parent; (j) Investments acquired in connection with the settlement of delinquent accounts in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customers; (k) Investments in the ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit; (l) Investments consisting of Guarantees or other contingent obligations any Receivables Financing permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law7.01(i); (n) extensions Investments in any Person (other than any Subsidiary) made solely in exchange for the issuance of trade credit in the ordinary course of business;Borrower’s common stock; and (o) following the Specified Acquisition; and (p) redemption in full of the Existing HYTOPs, Investments not otherwise permitted by in KDSM and KDSM Licensee resulting from the foregoing provisions removal of this the designation of KDSM and KDSM Licensee as Unrestricted Subsidiaries pursuant to the proviso in the last sentence of the definition of “Unrestricted Subsidiary” in Section 6.06 in an aggregate amount in an aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 at any time outstanding1.01. Notwithstanding anything contained herein to the contrary, the Borrower and each other Obligor will not, and nor will not it permit any of its Restricted Subsidiaries to, allow or cause make any Domestic Investment in any Unrestricted Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary those permitted under clauses (d) and (h) through (m) of an acquired Foreign Subsidiary at the time of the Permitted Acquisition)this Section.

Investments. The Borrower and each other Obligor will Company shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, to make or own hold any Investment in any Person, including any Joint VentureInvestments, except: (a) Investments existing on the date hereof or made pursuant to binding commitments in effect on the date hereof and, except in the case of Investments by the Obligors and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure LetterPermitted Investments; (b) (i) Investments in by the Company and its Subsidiaries outstanding on the Closing Date and listed on Schedule 8.02 hereto and any Subsidiary Guarantor modification or Additional Borrower and, replacement thereof not involving an increase in the case aggregate amount of Holdings, following such Investments as of the consummation Closing Date (it being understood that if the amount of a Holdco Transactionany Investment is increased in connection with any modification or replacement, the Companyamount outstanding on the Closing Date shall be permitted under this clause (b)(i) and the increased amount shall be permitted if permitted under another clause or sub-clause of this Section 8.02) and (ii) Investments by Subsidiaries that are not Loan Parties; (c) Investments in Joint Venturescurrent assets, Unrestricted Subsidiaries including extensions of credit in the nature of accounts receivable or notes receivable and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000; (d) payroll, travel and similar advances to directors and employees of any Obligor received in satisfaction or any of its Subsidiaries to cover matters that are expected at the time of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes and that are made partial satisfaction thereof from financially troubled account debtors in the ordinary course of business; (ed) loans or advances to directors and employees of any Obligor or any of its Subsidiaries made in the ordinary course of business; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $500,000Guarantees permitted by Section 8.01; (fe) Permitted Acquisitionsthe purchase or other acquisition of all of the Equity Interests in any Person or a business unit or all or a substantial part of the business of any Person if upon the consummation thereof such Person or assets will be a Wholly Owned Subsidiary; provided that the total Acquisition Consideration that, with respect to each purchase or other acquisition made pursuant to this Section 8.02(e) (other than each, a “Permitted Acquisition”): (i) any Acquisition Consideration paid by issuance such newly-created or exchange of Equity Interests, or acquired Subsidiary shall comply with the net proceeds from a substantially concurrent sale applicable requirements of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000Section 7.08; (gii) Investments the lines of business of the Person to be (or the property of which is to be) so purchased or otherwise acquired shall be (A) the businesses engaged in an aggregate amount pursuant by the Company and its Subsidiaries on the date hereof, (B) the businesses of media, business services or business outsourcing and (C) any business or activities substantially similar or related thereto (which shall include other businesses related to this clause the handling and/or distribution of data used or processed in the businesses engaged in by the Company and its Subsidiaries on the date hereof); (giii) not (A) subject to exceed the Available Amount; provided that Section 1.11, immediately prior to, before and immediately after giving pro forma effect theretoto any such purchase or other acquisition, no Default or Event of Default shall have occurred and be continuing continuing, and (B) immediately after giving effect to such purchase or would result therefromother acquisition, the Payment Conditions shall be satisfied; (iv) the Company shall have delivered to the Administrative Agent, no later than the Business Day prior to the date on which any such purchase or other acquisition is to be consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (e) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition; provided that such certificate shall not be required for any purchase or other acquisition involving cash consideration of less than $50,000,000; and (v) the Company shall have delivered to the Administrative Agent, within 60 days following the date on which any such purchase or other acquisition is consummated, annual projections for the business acquired in the Permitted Acquisition for the period through the Maturity Date; provided that such annual projections shall only be required for any purchase or other acquisition involving cash consideration of more than $350,000,000. (f) Investments (i) by the Company in any Guarantor, (ii) by any Guarantor in the Company, (iii) by a Guarantor in another Guarantor, (iv) by a Subsidiary that is not a Loan Party in another Subsidiary (including a Loan Party) to the extent any Debt of a Loan Party is subordinated to the Secured Obligations pursuant to a global intercompany note, and (v) not exceeding $200,000,000 in the aggregate at any time consisting of intercompany loans from the Company or a Guarantor to a Subsidiary that is not a Guarantor; (g) other Investments so long as the Payment Conditions shall have been satisfied at the time of such Investment, (it being understood that after an Investment is made in compliance with this clause (g), such Investment may be held without regard to whether the Payment Conditions are still satisfied); and (h) (i) in the event that any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, other Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parent; (j) Investments acquired in connection with the settlement of delinquent accounts in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customers; (k) Investments in the ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit; (l) Investments consisting of Guarantees or other contingent obligations permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions of trade credit in the ordinary course of business; (o) the Specified Acquisition; and (p) Investments not otherwise permitted by the foregoing provisions of this Section 6.06 in an aggregate amount in an aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 150,000,000 in the aggregate at any time outstanding. Notwithstanding anything herein to the contrary, the Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition).

Investments. The Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries toExcept for Permitted Investments, directly or indirectly, make or own acquire any Investment or incur any liabilities (including contingent obligations) for or in connection with any PersonInvestment; provided, including any Joint Venturehowever, except: that (other than (a) Investments existing on the date hereof or made pursuant to binding commitments in effect on the date hereof and, except in the case an aggregate amount of Investments by the Obligors and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure Letter; (b) Investments in not more than $100,000 at any Subsidiary Guarantor or Additional Borrower andone time, in the case of HoldingsParent and its Subsidiaries (other than those that are CFCs), following the consummation of a Holdco Transaction(b) amounts deposited into Deposit Accounts specially and exclusively used for payroll, the Company; payroll taxes and other employee wage and benefit payments to or for Parent’s or its Subsidiaries’ employees, (c) Investments in Joint Ventures, Unrestricted Subsidiaries and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus the an aggregate amount of salesnot more than $12,000,000 at any one time (in each case, transferscalculated at current exchange rates), leases in the case of Subsidiaries of Parent that are CFCs and other dispositions pursuant to Section 6.03(a)(iii(d) and cash deposited in a Deposit Account at Credit Suisse Securities (USA) LLC for the aggregate amount sole purpose of Acquisition Consideration paid pursuant to repurchasing Senior Notes in accordance with clause (vil) of the definition “of Permitted Acquisition”Investments, provided that (i) such cash shall be used to purchase Senior Notes or returned to a Deposit Account subject to a Control Agreement within three Business Days of deposit and (ii) for the avoidance of doubt, the Borrowers shall have cash and Cash Equivalents of at least $40,000,000 at all times while such cash is deposited in such Deposit Account) Parent and its Subsidiaries shall not exceed $40,000,000;have Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Parent or its Subsidiary, as applicable, and the applicable securities intermediary or bank have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted Investments. Subject to the foregoing proviso, Parent shall not and shall not permit its Subsidiaries to establish or maintain any Deposit Account or Securities Account unless Agent shall have received a Control Agreement in respect of such Deposit Account or Securities Account.” (d) payrollThe definition of “Availability Block” in Schedule 1.1 to the Credit Agreement is hereby amended and restated in its entirety to read as follows: “‘Availability Block’ means (a) prior to the First Amendment Effective Date, travel $2,500,000 and similar advances to directors (b) from and employees of any Obligor or any of its Subsidiaries to cover matters that are expected at after the time of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes and that are made in the ordinary course of business;First Amendment Effective Date, $0.” (e) loans or advances The definition of “Permitted Investments” in Schedule 1.1 to directors and employees of any Obligor or any of its Subsidiaries made in the ordinary course of business; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $500,000; (f) Permitted Acquisitions; provided that the total Acquisition Consideration (other than any Acquisition Consideration paid Credit Agreement is hereby amended by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000; (g) Investments in an aggregate amount pursuant to this clause (g) not to exceed the Available Amount; provided that immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (h) (i) in deleting the event that any Obligor or any word “and” at the end of its Subsidiaries forms any Subsidiary in accordance with the terms hereofclause (j) thereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting deleting the period at the end of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parent; (j) Investments acquired in connection with the settlement of delinquent accounts in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customers; clause (k) Investments thereof and substituting a comma in lieu thereof and (iii) adding the ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit; following new clauses (l) Investments consisting of Guarantees or other contingent obligations permitted under Section 6.01; and (m) Investments which are required by law thereto to maintain a minimum net capital requirement or read as may be otherwise required by applicable law; (n) extensions of trade credit in the ordinary course of business; (o) the Specified Acquisition; and (p) Investments not otherwise permitted by the foregoing provisions of this Section 6.06 in an aggregate amount in an aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 at any time outstanding. Notwithstanding anything herein to the contrary, the Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition).follows:

Investments. The Borrower and each other Obligor Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, make or own permit to remain outstanding any Investment in any Person, including any Joint Venture, Investments except: (a) Investments existing outstanding on the date hereof or made pursuant to binding commitments and identified in effect on the date hereof and, except Schedule III Part B hereto (excluding Investments in the case of Investments by the Obligors and their respective Restricted Subsidiaries in their respective Unrestricted Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure Letter); (b) Investments in any Subsidiary Guarantor or Additional Borrower and, in the case of Holdings, following the consummation of a Holdco Transaction, the Companyoperating deposit accounts with banks; (c) Investments in Joint Ventures, Unrestricted Subsidiaries and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000Investments; (d) payroll, travel Investments by the Company and similar advances to directors and employees its Restricted Subsidiaries in capital stock of any Obligor or any of its Restricted Subsidiaries to cover matters that are expected at the time of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes and that are made in the ordinary course of business; (e) loans or advances to directors and employees of any Obligor or any of its Subsidiaries made in the ordinary course of business; provided that the aggregate amount of such loans and advances extent outstanding at any time shall not exceed $500,000; (f) Permitted Acquisitions; provided that the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000; (g) Investments in an aggregate amount pursuant to this clause (g) not to exceed the Available Amount; provided that immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (h) (i) in the event that any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting financial statements of the Equity Interests issued by such Person Company and its Consolidated Subsidiaries referred to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans in Section 8.02 hereof and advances by the Company and its Restricted Subsidiaries to employees, officers, and directors Restricted Subsidiaries of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parent; (j) Investments acquired in connection with the settlement of delinquent accounts Company in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customerspursuant to Section 6.08 hereof; (ke) Investments in the Capital Stock of any Wholly-Owned Subsidiary of the Company formed or acquired by the Company or any of its other Wholly-Owned Subsidiaries (other than Unrestricted Subsidiaries, 3189503, Canadian Forest Oil and Funding Co.) after the date hereof (a "NEW WHOLLY-OWNED SUBSIDIARY"), provided that (i) such New Wholly-Owned Subsidiary is maintained as a separate Subsidiary of the Company (unless the Majority Banks consent to the merger of such New Wholly-Owned Subsidiary into the Company or into another Wholly-Owned Subsidiary of the Company, except that no such consent shall be required to merge such New Wholly-Owned Subsidiary into another Wholly-Owned Subsidiary of the Company established solely for the purpose of facilitating the acquisition of such New Wholly-Owned Subsidiary (which Wholly-Owned Subsidiary, following such merger, shall have no assets other than the assets of such New Wholly-Owned Subsidiary)), (ii) such New Wholly-Owned Subsidiary is engaged principally in the business of the acquisition and exploitation of, exploration for and/or development, production, processing, marketing, gathering and sales of oil, gas or other hydrocarbons, (iii) immediately following the consummation of each such Investment, such New Wholly-Owned Subsidiary shall have no Indebtedness other than Non-Recourse Debt (provided such Indebtedness may have full recourse to the assets of such Wholly-Owned Subsidiary or any Unrestricted Subsidiary) and, if applicable, Indebtedness hereunder and (iv) the Company complies with Section 9.16 hereof with respect to such New Wholly-Owned Subsidiary immediately following the consummation of such Investment by the Company; (f) Commodity Hedging Agreements and Interest Rate Protection Agreements entered into by the Company and its Restricted Subsidiaries in the ordinary course of business consisting of endorsements of negotiable instruments substantially as conducted on the date hereof and not for collection or depositspeculation purposes; (lg) additional Investments consisting up to but not exceeding $30,000,000 (or the equivalent) in the aggregate PLUS the net cash proceeds of Guarantees any Equity Issuance which is applied simultaneously or other contingent obligations permitted under Section 6.01substantially simultaneously for an Investment, including, without limitation, Investments in Unrestricted Subsidiaries; PROVIDED that any cash dividends received by the Company or any Restricted Subsidiary from an Unrestricted Subsidiary, up to the amount of the Investments in such Unrestricted Subsidiary, shall reduce PRO TANTO the aggregate amount of the Investments in such Unrestricted Subsidiary for purposes of calculating compliance with such $30,000,000 limitation; (mh) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions of trade credit undivided fractional interests in the ordinary course of business; (o) the Specified Acquisitionhydrocarbon reserves; and (pi) Investments not otherwise permitted by the foregoing provisions investments in shares of this common stock of Saxon, subject to Section 6.06 in an aggregate amount in an aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 at any time outstanding. Notwithstanding anything herein to the contrary, the Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition)9.05 hereof.

Investments. The Borrower and each other Obligor will not, and will not permit any of its Restricted Borrower's Subsidiaries to, directly lend money or indirectly, credit or make or own any Investment in advances to any Person, including or purchase or acquire any Joint Venturestock, obligations or securities of, or any other interest in, or make any capital contribution to (collectively, "Investments") any other Person, except: (a) Investments existing on the date hereof Borrower or made pursuant any of Borrower's Subsidiaries may acquire and hold receivables owing to binding commitments in effect on the date hereof andit, except if created or acquired in the case ordinary course of Investments by business and payable or dischargeable in accordance with the Obligors and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 customary trade terms of the Borrower Disclosure Letteror its applicable Subsidiary, as the case may be; (b) Investments in any Subsidiary Guarantor or Additional Borrower andloans and advances to employees, officers and directors in the case ordinary course of Holdings, following the consummation of a Holdco Transaction, the Companybusiness in an aggregate principal amount not to exceed $1,000,000 at any time outstanding shall be permitted; (c) Investments in Joint Ventures, Unrestricted Subsidiaries and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) any Investment by any Subsidiary of the definition “Permitted Acquisition”, shall not exceed $40,000,000Borrower in the Borrower (so long as any loan made by a Subsidiary of the Borrower to the Borrower is subordinated to the Obligations on terms satisfactory to the Agent) or in another Wholly-Owned Subsidiary of the Borrower; (d) payrollsubject to Section 8.19, travel and similar advances to directors and employees of any Obligor or any of its Subsidiaries to cover matters that are expected at the time of such advances to Investments in Cash Equivalents shall be treated as expenses of such Obligor or such Subsidiary for accounting purposes and that are made in the ordinary course of businesspermitted; (e) loans or advances to directors Investments by the Borrower and employees of any Obligor or any of its Borrower's Subsidiaries made in the ordinary course of business; provided that the aggregate amount of such loans permitted under Section 8.1 and advances outstanding at any time Capital Expenditures permitted under Section 8.4 shall not exceed $500,000be permitted; (f) Permitted Acquisitions; provided that Investments existing on the total Acquisition Consideration (other than Closing Date and listed on Schedule XII hereto, without giving effect to any Acquisition Consideration paid by issuance additions thereto or exchange of Equity Interestsreplacements thereof, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000be permitted; (g) Investments in an aggregate amount pursuant which may be deemed to this clause (g) not exist as a result of the entering into of Interest Rate Agreements to exceed the Available Amount; provided that immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefromextent permitted by Section 8.3(g); (h) (i) in the event that any Obligor Borrower or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parent; (j) Investments acquired in connection with the settlement of delinquent accounts may enter into Commodity Hedge Agreements in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customers; (k) Investments in the ordinary course of business consisting of endorsements of negotiable instruments operational needs and not for collection or deposit; (l) Investments consisting of Guarantees or other contingent obligations permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions of trade credit in the ordinary course of business; (o) the Specified Acquisitionspeculative purposes; and (pi) the Borrower may make the Strox'x Xxxments; and (j) any Investments not otherwise permitted in addition to those contemplated by the foregoing provisions of this Section 6.06 in an aggregate amount in an aggregate amount for clauses (a) through (g), provided that all such Investments under made pursuant to this clause (p) not to exceed $35,000,000 at any time outstanding. Notwithstanding anything herein to the contrary, the Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition).104

Investments. The Borrower and each other Obligor will notNo Credit Party shall, and will not nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, make or own any Investment in any Person, Person (including any Joint Venture), or make an Acquisition, except: (a) Investments existing on the date hereof or made pursuant to binding commitments in effect on the date hereof and, except in the case of Investments by the Obligors Cash and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure LetterCash Equivalents; (b) Investments in any Subsidiary Guarantor consisting of purchase and acquisitions of inventory, supplies, material, services or Additional Borrower andsimilar assets, in or the case licensing or contribution of Holdings, following the consummation of a Holdco Transaction, the Company; (c) Investments in Joint Ventures, Unrestricted Subsidiaries and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions Intellectual Property pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000; (d) payroll, travel and similar advances to directors and employees of any Obligor or any of its Subsidiaries to cover matters that are expected at the time of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes and that are made joint marketing arrangements with other Persons in the ordinary course of business; (c) (i) equity Investments owned as of the Closing Date in any Restricted Subsidiary and (ii) equity Investments made after the Closing Date by (A) the Borrower in its wholly owned Restricted Subsidiaries, (B) Parent in Borrower, (C) Borrower or any Guarantor Subsidiary in Borrower or any Guarantor Subsidiary, and (D) any Restricted Subsidiary that is not a Credit Party in any Restricted Subsidiary that is not a Credit Party; (d) Investments (i) in any Securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors and (ii) deposits, prepayments and other credits to suppliers made in the ordinary course of business consistent with the past practices of Parent and its Restricted Subsidiaries; (e) intercompany loans or to the extent permitted under Section 6.1(b); provided that (A) all such intercompany loans shall be evidenced by Intercompany Notes and otherwise comply with the requirements set forth in the proviso to Section 6.1(b) and (B) no intercompany loan shall be made in reliance on this clause (e) if it would result in the Non-Guarantor Specified Investments Amount exceeding the Non-Guarantor Cap at such time; (f) Consolidated Capital Expenditures (but without giving effect to clauses (a), (b) and (c) of the definition of such term); (g) (i) loans and advances to directors and employees of any Obligor or any of Parent and its Restricted Subsidiaries made in the ordinary course of businessbusiness in an aggregate principal amount not to exceed $15,000,000.00; provided that and (ii) Investments made in the ordinary course of business consisting of notes from employees and directors of Parent and its Restricted Subsidiaries used as consideration for the contemporaneous purchase of the Equity Interests of Parent in an aggregate amount of such loans and advances outstanding not to exceed at any time shall not exceed $500,00015,000,000.00; (fh) Permitted Acquisitions; , provided that no Permitted Acquisition shall be made in reliance on this clause (h) if after giving effect to such Permitted Acquisition the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance the Credit Parties in respect of such Permitted Acquisition (including by means of contributions or exchange advances made to Restricted Subsidiaries that are not Credit Parties to enable such Restricted Subsidiaries to make Permitted Acquisitions) in respect of (i) the acquisition, directly or indirectly, of any Person (including by merger, amalgamation or otherwise) or of any Equity InterestsInterests in any Person or any other Investment in any Person that, in either case, does not become a Guarantor or with (ii) the net proceeds from Acquisition of assets by any Person other than Borrower or a substantially concurrent sale of Equity Interests) paid Guarantor, would result in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from Non-Guarantor Specified Investments Amount exceeding the date of this Agreement, an amount equal to $100,000,000Non-Guarantor Cap at such time; (gi) Investments described in an aggregate amount pursuant to this clause Schedule 6.6; (gj) Interest Rate Agreements, Currency Agreements and Commodity Agreements which constitute Investments and are entered into for the purpose of hedging interest rate exposure, foreign currency risk or commodity pricing risk associated with Parent’s and its Restricted Subsidiaries’ operations and not to exceed for speculative purposes; (k) other Investments of the Available Amounttype described in clauses (i), (ii) and (iii) of the definition of “Investment” (which may include Investments in Joint Ventures) or Acquisitions; provided that immediately prior tothat, so long as at the time each such Investment or Acquisition is purchased, made or otherwise acquired and after giving effect thereto, (A) no Default or Event of Default shall have occurred and be continuing continuing, (B) the aggregate amount of each Investment, or would result therefrom; (h) (i) the aggregate amount of Acquisition Consideration for each Acquisition, made in the event that any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parent; (j) Investments acquired in connection with the settlement of delinquent accounts in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customers; reliance on this clause (k) Investments shall not exceed the Available Basket Amount at such time, and (C) the Total Net Leverage Ratio shall not exceed 4.45:1.00 calculated on a Pro Forma Basis as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.1(a) or (b), as applicable (or, prior to the first delivery of financial statements thereunder, for the four-Fiscal Quarter period ended September 30, 2015, as set forth in the ordinary course of business consisting of endorsements of negotiable instruments for collection or depositHistorical Financial Statements therefor); (l) Investments consisting acquisitions of Guarantees Equity Interests in Joint Ventures or non-wholly-owned Subsidiaries as a result of the exercise of “put” or similar rights by the Joint Venture partners or the minority equityholders pursuant to buy/sell arrangements between the parties thereto set forth in Joint Venture or other contingent obligations permitted under Section 6.01similar agreements, provided that no Investment shall be made in reliance on this clause (l) if it would result in the Non-Guarantor Specified Investments Amount exceeding the Non Guarantor Cap at such time; (m) Investments which are required by law to maintain a minimum net capital requirement Investment in securities or as may be otherwise required by applicable lawother assets not constituting Cash Equivalents received in connection with an Asset Sale in accordance with Section 6.7(c); (n) extensions other Investments of trade credit the type described in clauses (i), (ii) and (iii) of the definition of “Investment”, including Investments in, or acquisitions of interests in, Joint Ventures; provided that no Investment shall be made in reliance on this clause (n) if it would result in the ordinary course of businessNon-Guarantor Specified Investments Amount exceeding the Non-Guarantor Cap at such time; (o) other Investments or Acquisitions so long as at the Specified Acquisition; andtime of the declaration thereof, (A) no Default or Event of Default exists or would result therefrom and (B) the Total Net Leverage Ratio would not exceed 3.50:1.00 calculated on a Pro Forma Basis as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.1(a) or (b), as applicable (or, prior to the first delivery of financial statements thereunder, for the four-Fiscal Quarter period ended September 30, 2015 as set forth in the Historical Financial Statements therefor); (p) Investments not otherwise permitted by in the foregoing provisions of this Section 6.06 HSBC Asian Production Facility in an aggregate amount in an aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 at any time outstanding. Notwithstanding anything herein to the contrary, the Borrower and each 25,000,000.00; (q) Investments in Unrestricted Subsidiaries taken together with all other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary Investments made in reliance on this clause (other than any Domestic Subsidiary q) that is an existing subsidiary of an acquired Foreign Subsidiary are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale does not consist of cash or marketable securities, not to exceed the greater of $75,000,000.00 or 2.50% of Consolidated Total Assets as of the Permitted Acquisitionlast day of the most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.1(a) or (b); (r) Investments in a Similar Business taken together with all other Investments made pursuant to this clause (r) that are at that time outstanding, not to exceed the greater of (a) $150,000,000.00 and (b) 5.00% of Total Assets; (s) other Investments or Acquisitions to the extent that payment for such Investments or Acquisitions is made solely with Qualified Equity Interests of Parent or cash contributions from the issuance of Qualified Equity Interests in Parent not resulting in a Change of Control; provided that such Equity Interest amounts used pursuant to this clause (s) do not increase the Available Basket Amount; and (t) Investments with respect to Supplier Financing Transactions permitted pursuant to Section 6.7(q). Notwithstanding the foregoing, in no event shall any Credit Party make any Investment which results in or facilitates in any manner any Restricted Junior Payment not otherwise permitted under the terms of Section 6.4.

Investments. The Borrower and each other Obligor will notMake, and will not or permit any of its Restricted Subsidiaries toSubsidiary to make, directly any loan or indirectly, make or own any Investment in advance to any Person, including any Joint Venture, except:or (1) loans and advances made by the Borrower to (a) Investments existing on Financed Franchisees; provided, that (i) the date hereof initial loans or advances to any Financed Franchisee are or have been made pursuant to binding commitments Financed Franchisee Loan Documents in effect on which the date hereof andAgent for the benefit of the Lenders shall have been granted a security interest pursuant to, except and which Financed Franchisee Loan Documents are subject to the terms of, the Collateral Assignment of Loan, (ii) such loans or advances are evidenced by promissory notes duly pledged to the Agent under the Pledge Agreement, (iii) all such loans and advances to Financed Franchisees shall be secured in the manner described in paragraph (3) of Schedule 1.1(A), (iv) all Liens in favor of the Borrower securing such loans and advances are duly perfected within 30 days of the initial loan or advance to such Financed Franchisee, and (v) the aggregate principal amount of all loans and advances made by the Borrower to any Financed Franchisee under the Financed Franchisee Loan Documents shall not exceed at any time an amount equal to the products of four (4) multiplied by the aggregate amount of all capital contributions theretofore made to such Financed Franchisee; (b) Financed Subsidiaries; provided, that (i) such loans and advances are made pursuant to Financed Subsidiary Loan Documents in which the Agent for the benefit of the Lenders shall have been granted a security interest pursuant to, and which Financed Subsidiary Loan Documents are subject to the terms of, the Collateral Assignment of Loan, (ii) such loans or advances are evidenced by promissory notes pledged to the Agent for the benefit of the Lenders pursuant to the Pledge Agreement and (iii) all Liens in favor of the Borrower securing such loans and advances are duly perfected prior to the initial loan or advance thereunder and which Liens shall be assigned to the Agent for the benefit of the Lenders following the written request of the Agent to the Borrower which request may be made at any time; and (c) Guarantors; provided, that such loans and advances are evidenced by promissory notes pledged to the Agent for the benefit of the Lenders pursuant to the Pledge Agreement; (2) the acquisition by the Borrower of the capital stock, partnership units or other equity interests of any Financed Franchisees, Financed Subsidiaries or Subsidiary; provided, that (a) in the case of Investments a (3) loans and advances made by the Obligors Borrower to an employee, which loans and their respective Restricted Subsidiaries in their respective Subsidiariesadvances need not be pledged to the Agent pursuant to the Pledge Agreement; provided, set forth on Section 6.06 that such loans and advances are (a) consistent with past practices and (b) do not exceed an aggregate principal amount at any one time outstanding of $100,000 with respect to such employee or of $250,000 with respect to all employees of the Borrower Disclosure LetterBorrower; (b4) Investments strategic investments consisting of purchases or other acquisitions of capital stock, obligations or other securities of any Person or capital contributions to or other investments or acquisitions of any interest in any Subsidiary Guarantor or Additional Person made by the Borrower andsolely in exchange for its capital stock, in as approved by the case Board of Holdings, following the consummation of a Holdco Transaction, the Company; (c) Investments in Joint Ventures, Unrestricted Subsidiaries and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) Directors of the definition “Permitted Acquisition”Borrower, shall not exceed $40,000,000; (d) payrollprovided, travel and similar advances that such strategic investments are reasonably related to directors and employees of any Obligor or any of its Subsidiaries to cover matters that are expected the Borrower's existing business at the time of such advances to be treated as expenses investment; (5) the acquisition of BCI Exempted Stock and BCI Control Stock provided such Obligor stock is not owned for more than fifteen (15) Business Days; (6) direct obligations of (or such Subsidiary for accounting purposes obligations fully guaranteed or insured by) the United States or any agency thereof with maturities of one year or less from the date of acquisition held in accounts maintained with any Lender; (7) certificates of deposit with maturities of one year or less from the date of acquisition issued by any commercial bank having capital and that are made surplus in excess of One Hundred Million Dollars ($100,000,000) held in accounts maintained with any Lender; (8) commercial paper and variable and fixed rate notes issued by any commercial bank having capital and surplus in excess of One Hundred Million Dollars ($100,000,000) held in accounts maintained with any Lender; (9) commercial paper and variable rate notes issued by, or guaranteed by, any industrial or financial company with a short term commercial paper (10) stock, obligations, or securities received in settlement of debts (created in the ordinary course of business) owing to the Borrower or any Subsidiary; (e11) unsecured loans or advances made by any Subsidiary to the Borrower; (12) loans or advances to directors and employees of any Obligor or any of its Subsidiaries made in the ordinary course of business; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $500,000; (f) Permitted Acquisitions; provided that the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000; (g) Investments in an aggregate amount pursuant to this clause (g) not to exceed the Available Amount; provided that immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (h) (i) in the event that any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parent; (j) Investments acquired in connection with the settlement of delinquent accounts in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customers; (k) Investments in the ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit; (l) Investments consisting of Guarantees or other contingent obligations permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions of trade credit in the ordinary course of business; (o) the Specified Acquisition; and (p) Investments not otherwise permitted by the foregoing provisions of this Section 6.06 Clauses (1) through (11) in an aggregate principal amount in an aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 at any one time outstanding. Notwithstanding anything herein $1,500,000; and (a) the Borrower may make a capital contribution to Noah's New York Bagels, Inc. of the participating interest described in Clause (3)(a) of Section 6.7, (b) Noah's New York Bagels, Inc. may fund its obligations to the contrary, Borrower from time to time with respect to the participating interest described in Clause (3)(a) of Section 6.7 and (c) the Borrower and each other Obligor will notmay make capital contributions from time to time to Noah's New York Bagels, and will not Inc. to permit any of Noah's New York Bagels, Inc. to fund its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary obligations referenced in the immediately preceding Clause (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition12)(b).

Investments. The Borrower and each other Obligor will notMake any advance, and will not permit any loan, extension of its Restricted Subsidiaries credit (by way of guaranty or otherwise) or capital contribution to, directly or indirectlypurchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or make or own any Investment in other investment in, any PersonPerson (all of the foregoing, including any Joint Venture"INVESTMENTS"), except: (a) Investments existing on the date hereof or made pursuant to binding commitments in effect on the date hereof and, except in the case of Investments by the Obligors and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure Letter; (b) Investments in any Subsidiary Guarantor or Additional Borrower and, in the case of Holdings, following the consummation of a Holdco Transaction, the Company; (c) Investments in Joint Ventures, Unrestricted Subsidiaries and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000; (d) payroll, travel and similar advances to directors and employees of any Obligor or any of its Subsidiaries to cover matters that are expected at the time of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes and that are made in the ordinary course of business; (e) loans or advances to directors and employees of any Obligor or any of its Subsidiaries made in the ordinary course of business; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $500,000; (f) Permitted Acquisitions; provided that the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000; (g) Investments in an aggregate amount pursuant to this clause (g) not to exceed the Available Amount; provided that immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (h) (i) in the event that any Obligor or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parent; (j) Investments acquired in connection with the settlement of delinquent accounts in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customers; (k) Investments in the ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit; (l) Investments consisting of Guarantees or other contingent obligations permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions of trade credit in the ordinary course of business; (ob) the Specified Acquisition; andinvestments in Cash Equivalents; (pc) Investments not otherwise Guarantee Obligations permitted by Section 7.2 and the foregoing provisions advances permitted by 7.2(b); (d) loans and advances to employees and sales representatives of this Section 6.06 the Borrower or any Subsidiary of the Borrower in an aggregate amount the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate amount for all such Investments under this clause (p) the Borrower or any Subsidiary of the Borrower not to exceed $35,000,000 1,000,000 at any one time outstanding. Notwithstanding anything herein ; (e) Investments in assets useful in the business of the Borrower and its Subsidiaries made by the Borrower or any of its Subsidiaries with the proceeds of any Reinvestment Deferred Amount; (f) Investments by the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to and after such investment, is a Consolidated Subsidiary Guarantor; and (g) the contraryBorrower or any Subsidiary may make Permitted Acquisitions, and may create Subsidiaries to own, directly or indirectly, the property acquired thereby; provided that (i) any acquisition of Capital Stock results in the issuer thereof becoming a Subsidiary (ii) any Material Subsidiary created or acquired in connection therewith shall become a Subsidiary Guarantor and the requirements of Section 6.9 shall be satisfied prior to or concurrently with the consummation of such Permitted Acquisition, (iii) no Permitted Acquisition shall be consummated unless, after giving pro forma effect thereto as if such Permitted Acquisition had been made (and the related Indebtedness incurred or assumed) on the first day of the most recent period of four consecutive fiscal quarters ending prior thereto for which financial statements have been delivered pursuant to Section 6.1(a) or (b), the Borrower and each other Obligor will notits Subsidiaries would have a Consolidated Leverage Ratio of less than or equal to 2.50:1.00 and a Consolidated Interest Coverage Ratio of greater than or equal to 4.25:1.00 during such period (as demonstrated, in the case of any Permitted Acquisition the aggregate consideration for which exceeds $10,000,000, by delivery to the Administrative Agent of a certificate to such effect showing such calculation in reasonable detail), (iv) no Default or Event of Default exists at the time thereof or would result therefrom, and will (v) such acquisition has not permit been opposed, or has been approved, prior to the consummation thereof, by a majority of the board of directors of the entity being acquired; and (h) in addition to Investments otherwise expressly permitted by this Section, Investments by the Borrower or any of its Restricted Subsidiaries toin an aggregate amount (valued at cost) not to exceed, allow or cause at any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time time, $10,000,000 plus 10% of the Permitted AcquisitionConsolidated Net Worth calculated as of the end of the most recently completed fiscal quarter for which financial statements have been delivered pursuant to Sections 6.1(a) and 6.1(b).

Investments. The Borrower and each other Obligor will not, and will not permit any of its Neither Holdings nor the Restricted Subsidiaries to, shall directly or indirectly, make or own any Investment in any Person, including any Joint VentureInvestments, except: (a) Investments existing on the date hereof by Holdings or made pursuant to binding commitments in effect on the date hereof and, except in the case any of Investments by the Obligors and their respective its Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure Letterassets that were Cash Equivalents when such Investment was made; (b) Investments loans or advances to officers, directors, managers and employees of any Loan Party (or any direct or indirect parent thereof) or any of its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of Holdings or any Subsidiary Guarantor direct or Additional Borrower and, indirect parent thereof directly from such issuing entity (provided that the amount of such loans and advances shall be contributed to Holdings in cash as common equity) and (iii) for any other purposes not described in the case of Holdings, following foregoing clauses (i) and (ii); provided that the consummation of a Holdco Transaction, the Companyaggregate principal amount outstanding at any time under clause (iii) above shall not exceed $7,250,000; (c) Investments by Holdings, any Intermediate Holding Company or the Borrower or any Restricted Subsidiary in Joint Venturesany of Holdings, Unrestricted Subsidiaries and any Intermediate Holding Company or the Borrower or any Restricted Subsidiaries that are not GuarantorsSubsidiary; provided that that, in the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000; (d) payroll, travel and similar advances to directors and employees case of any Obligor or any of its Subsidiaries to cover matters Investment by a Loan Party in a Restricted Subsidiary that are expected at the time of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes and that are made in the ordinary course of business; is not a Loan Party, (ei) loans or advances to directors and employees of any Obligor or any of its Subsidiaries made in the ordinary course of business; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $500,000; (f) Permitted Acquisitions; provided that the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance or exchange of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000; (g) Investments in an aggregate amount pursuant to this clause (g) not to exceed the Available Amount; provided that immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefromtherefrom and (ii) the aggregate amount of such Investments by Loan Parties in Restricted Subsidiaries that are not Loan Parties pursuant to this clause (c), shall not exceed not exceed the greater of (x) $500,000,000 and (y) 100% of Consolidated EBITDA (in each case after giving effect to any deposits received or intercompany loans owed to a Loan Party from a Subsidiary that is not a Loan Party in connection with Permitted Intercompany Activities) plus 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); (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), (d) and (x)), 7.04 (other than 7.04(c), (d) and (e)), 7.05 (other than 7.05(d) or (e), 7.06 (other than 7.06(e) and (i)(iv)) and 7.13, respectively; (f) Investments (i) existing or contemplated on the Closing Date and set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment as of the Closing Date and described on such Schedule or as otherwise permitted by this Section 7.02; (g) Investments in Swap Contracts permitted under Section 7.03; (h) (i) promissory notes and other non-cash consideration received in the event that any Obligor or any of its Subsidiaries forms any Subsidiary in accordance connection with the terms hereof, Investments consisting of the Equity Interests issued Dispositions permitted by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such PersonSection 7.05; (i) non-cash loans and advances to employeesany acquisition of all or substantially all the assets of a Person, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in a Person that becomes a Restricted Subsidiary or a 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: to the Parent so long as extent required by the proceeds of Guarantee Requirement, any such loans are used newly created or acquired Subsidiary (other than an Excluded Subsidiary, Securitization Subsidiary or an Unrestricted Subsidiary) shall become a Guarantor, in their entirety to purchase each case, in accordance with Section 6.11 (any such Equity Interests in the Parentacquisition, a “Permitted Acquisition”); (j) Investments acquired in connection with the settlement of delinquent accounts in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customers[reserved]; (k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements of negotiable instruments for collection or depositdeposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (l) Investments consisting (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of Guarantees suppliers and customers or in settlement of delinquent obligations of, or other contingent obligations permitted under Section 6.01disputes 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) Investments which are required by law loans and advances to maintain a minimum net capital requirement Holdings and any other direct or as may indirect parent of Holdings, 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 otherwise required by applicable lawmade to such parent in accordance with Sections 7.06(f), (g), or (h); (n) extensions other Investments in an aggregate amount outstanding pursuant to this clause (n) (valued at the time of trade credit the making thereof, and without giving effect to any write downs or write offs thereof) at any time not to exceed (x) the greater of $110,000,000 and 22.0% of Consolidated EBITDA (in each case, net of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) plus (y) the portion, if any, of the Cumulative Credit on such date that Holdings elects to apply to this clause (y); provided that, no Default or Event of Default shall be continuing; plus (z) Investments (i) in an amount equal to the amount of Excluded Contributions previously received and that Holdings elects to apply under this clause (z) or (ii) without duplication with clause (i), in an amount equal to the Net Proceeds from a Disposition in respect of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Excluded Contributions, in each case, to the extent Not Otherwise Applied; (o) advances of payroll payments to employees in the ordinary course of business; (o) the Specified Acquisition; and (p) Investments to the extent that payment for such Investments is made solely with Equity Interests (other than Disqualified Equity Interests) of Holdings (or any direct or indirect parent of Holdings); (q) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or amalgamated or consolidated into Holdings 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 otherwise made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; (r) Investments made by any Restricted Subsidiary that is not a Loan Party to the extent such Investments are financed with the proceeds received by such Restricted Subsidiary from an Investment in such Restricted Subsidiary permitted under Section 7.02(n); (s) Investments constituting the non-cash portion of consideration received in a Disposition permitted by the foregoing provisions of this Section 6.06 in an aggregate amount in an aggregate amount for all such Investments under this clause 7.05; (pt) not to exceed $35,000,000 at any time outstanding. Notwithstanding anything herein to the contrary, the Borrower and each other Obligor will not, and will not permit Guarantees by Holdings or any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary leases (other than Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (i) Investments of Securitization Assets in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Domestic Subsidiary Qualified Securitization Financing (including any contribution of replacement or substitute assets to such Subsidiary) or any repurchase obligation in connection therewith and (ii) distributions or payments of Securitization Fees and purchases of Securitization Assets in connection with a Qualified Securitization Financing; (v) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (v) that is an existing subsidiary are at the time outstanding, without giving effect to the sale of an acquired Foreign Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities (until such proceeds are converted to Cash Equivalents), not to exceed the greater of $50,000,000 and 10.0% of Consolidated EBITDA at the time of such Investment (with the Permitted Acquisitionfair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); (w) any Investment in a Similar Business taken together with all other Investments made pursuant to this clause (w) that are at that time outstanding not to exceed the greater of $50,000,000 and 10.0% of Consolidated EBITDA (in each case, determined on the date such Investment is made, with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (w) is made in any Person that is not a Restricted Subsidiary of Holdings 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 (c) above and shall cease to have been made pursuant to this clause (w); (x) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Holdings and its Restricted Subsidiaries may make Investments in an unlimited amount so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 5.20 to 1.00 calculated on a consolidated basis for Holdings and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which Investment is consummated; (y) Investments in joint ventures of Holdings or any of its Restricted Subsidiaries existing on the Closing Date and set forth on Schedule 7.02(y); and (z) Investments in joint ventures of Holdings or any of its Restricted Subsidiaries after the Closing Date, taken together with all other Investments made pursuant to this clause (z) that are at that time outstanding, not to exceed the greater of $50,000,000 and 10.0% of Consolidated EBITDA (in each case, determined on the date such Investment is made, with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value).

Investments. The Parent Guarantor and the Borrower and each other Obligor will not, and nor will not they permit any of its Restricted their Included Subsidiaries to, directly or indirectly, make or own permit to remain outstanding any Investment in any Person, including any Joint Venture, Investments except: (a) Investments existing outstanding on the date hereof and identified in or made permitted pursuant to binding commitments in effect on the date hereof and, except in the case this Agreement to be excluded from Part B of Investments by the Obligors and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure LetterSchedule VI; (b) Investments in any Subsidiary Guarantor or Additional Borrower and, in the case of Holdings, following the consummation of a Holdco Transaction, the Companyoperating deposit accounts with banks; (c) Investments in Joint Ventures, Unrestricted Subsidiaries and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions pursuant to Section 6.03(a)(iii) and the aggregate amount of Acquisition Consideration paid pursuant to clause (vi) of the definition “Permitted Acquisition”, shall not exceed $40,000,000Investments; (d) payroll, travel and similar advances to directors and employees of any Obligor Investments by the Parent Guarantor or any of its Included Subsidiaries to cover matters in any of its Included Subsidiaries that are expected at is an Obligor or that becomes an Obligor contemporaneously with the time making of such advances to be treated as expenses Investment; (e) Hedging Agreements entered into by the Borrower or its Included Subsidiaries in the ordinary course of such Obligor its or such Subsidiary their financial planning and not for accounting purposes speculative purposes; (f) Investments consisting of security deposits with government agencies, utilities and that are other like Persons made in the ordinary course of business; (eg) Investments consisting of advances to employees for reasonable business and travel expenses incurred in the ordinary course of business; (h) Investments consisting of loans or advances to directors employees not exceeding $1,000,000 in the aggregate principal amount outstanding at any time, in each case made in the ordinary course of business and employees of any Obligor consistent with practices existing on the Effective Date; (i) Investments in Joint Ventures, loans or advances to Krispy Kreme franchisees or doughnut and bakery store operators, or Guarantee obligations at any of its Subsidiaries the foregoing under leases or Synthetic Leases, in each case made in the ordinary course of business; provided that (x) the aggregate amount of such loans and advances outstanding at any time Investments made in cash after the date hereof shall not exceed $500,000; 6,000,000 at any one time outstanding and (fy) Permitted Acquisitions; provided that the aggregate amount of such Investments made in any form after the date hereof shall not exceed $14,000,000 at any one time outstanding. After an initial $6,000,000 in cash Investments have been made hereunder, no more than $2,000,000 in aggregate cash Investments may be reinvested by Borrower after return to Borrower of initial cash Investments. After an initial $14,000,000 in total Acquisition Consideration (other Investments have been made hereunder, no more than $4,000,000 in aggregate Investments made in any Acquisition Consideration paid by issuance or exchange of Equity Interestsform may be reinvested after return to Borrower, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date shall not exceed, from the date of this Agreement, an amount equal to $100,000,000; (g) Investments in an aggregate amount pursuant to this clause (g) not to exceed the Available Amount; provided that immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (h) (i) in the event that any Obligor or any case of its Subsidiaries forms any Subsidiary in accordance with the terms hereofguarantees, Investments consisting release of the Equity Interests issued by such Person to such Obligor or such Subsidiary; and (ii) Investments consisting of any additional Equity Interests issued by a Wholly-Owned Subsidiary of a Person to such Person; (i) non-cash loans and advances to employees, officers, and directors of any Obligor or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the ParentBorrower therefrom; (j) Investments acquired any acquisition pursuant to a collateral repurchase agreement that has been identified as a Specified Contingent Obligation in connection with the settlement favor of delinquent accounts in the ordinary course of business any Krispy Kreme franchisee or in connection with the bankruptcy or reorganization of suppliers or customersits lenders; (k) Investments in Joint Ventures made after the ordinary course date hereof in the form of business consisting Guarantees or cash issued in exchange for the cancellation or reduction of endorsements Guarantees by the Borrower outstanding on the date hereof of negotiable instruments for collection Indebtedness of the respective Joint Ventures, provided that the amount of each such Investment made after the date hereof shall not exceed the amount of the Guarantee so cancelled or depositthe reduction of the Guarantee so reduced, as the case may be; (l) Investments consisting in securities or property of Guarantees trade creditors or other contingent obligations permitted under Section 6.01customers in the ordinary course of business received upon foreclosure or pursuant to any plan or organization or liquidation or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers; (m) Investments which are required by law to maintain a minimum net capital requirement (i) for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business and (ii) trade accounts created, or as may be otherwise required by applicable law; (n) extensions of trade credit prepaid expenses accrued, in the ordinary course of business; (o) the Specified Acquisition; and (pn) additional Investments not otherwise permitted by the foregoing provisions of this Section 6.06 in an aggregate amount in an aggregate amount for all such Investments under this clause (p) not to exceed $35,000,000 at any time outstanding. Notwithstanding anything herein to the contrary, the Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than in Joint Ventures) up to but not exceeding $2,000,000 in the aggregate at any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the one time of the Permitted Acquisition)outstanding.

Investments. The Borrower Holding and each other Obligor Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (ai) Company and its Subsidiaries may make and own Investments in Cash Equivalents; (ii) Company may make and maintain intercompany loans to Holding to the extent permitted by subsection 6.5; (iii) Investments existing on the date hereof or made pursuant to binding commitments in effect July 31, 1997 and listed on the date hereof and, except in the case of Investments by the Obligors and their respective Restricted Subsidiaries in their respective Subsidiaries, set forth on Section 6.06 of the Borrower Disclosure LetterSCHEDULE 6.3 hereto; (biv) Company and its Subsidiaries may make and maintain Investments in any Subsidiary Guarantor or Additional Borrower and, in the case of Holdings, following the consummation of a Holdco Transaction, the Companyas permitted by subsection 6.7B; (cv) Company and its Subsidiaries may make and maintain Investments in Joint Ventures(including intercompany loans to) Company and the Domestic Subsidiaries for any purpose; provided, Unrestricted Subsidiaries however, (A) such investment shall be in the form of an intercompany loan, (B) Company or such Subsidiary making the loan, as appropriate, shall maintain a ledger and Restricted Subsidiaries that are not Guarantors; provided that the aggregate amount for record all Investments under this clause (c), plus the aggregate amount of sales, transfers, leases and other dispositions such loans pursuant to Section 6.03(a)(iiithis subsection 6.3(v) and such ledger shall be available for inspection at any Lender's request and (C) all such intercompany loans made by Company or the aggregate amount of Acquisition Consideration paid Domestic Subsidiaries shall be evidenced by promissory notes which shall be on terms and conditions satisfactory to Agent, including collateral, and which shall be pledged to Agent pursuant to clause the Collateral Documents; (vi) Company and its Domestic Subsidiaries may make and maintain Investments in (including intercompany loans to) Eurocurrency Borrowers for any purpose; PROVIDED, HOWEVER, that (A) the aggregate principal amount of the definition “Permitted Acquisition”, all such Investments in all such Eurocurrency Borrowers shall not exceed $40,000,00015,000,000 outstanding at any time, (B) Company or any such Domestic Subsidiary, as appropriate, shall maintain a ledger recording all such Investments in and intercompany loans made pursuant to this subsection 6.3(vi) and such ledger shall be available for inspection at any Lender's request and (C) all intercompany loans made pursuant to this subsection 6.3(vi) shall be evidenced by promissory notes which shall be on terms and conditions satisfactory to Agent, including collateral, and which shall be pledged to Agent pursuant to the Collateral Documents; (dvii) payrollCompany and its Domestic Subsidiaries may make and maintain Investments in (including intercompany loans to) Latin American Subsidiaries for any purpose; PROVIDED, travel and similar advances to directors and employees of any Obligor or any of its Subsidiaries to cover matters HOWEVER, that are expected at the time of such advances to be treated as expenses of such Obligor or such Subsidiary for accounting purposes and that are made in the ordinary course of business; (eA) loans or advances to directors and employees of any Obligor or any of its Subsidiaries made in the ordinary course of business; provided that the aggregate principal amount of all such loans and advances outstanding at any time Investments in all Latin American Subsidiaries shall not exceed $500,0003,000,000 outstanding at any time, (B) Company or any such Domestic Subsidiary, as appropriate, shall maintain a ledger recording all such Investments in and intercompany loans made pursuant to this subsection 6.3(vii) and such ledger shall be available for inspection at any Lender's request and (C) all intercompany loans made pursuant to this subsection 6.3(vii) shall be evidenced by promissory notes which shall be on terms and conditions satisfactory to Agent, including collateral, and which shall be pledged to Agent pursuant to the Collateral Documents; (fviii) Permitted AcquisitionsXxxxx and Hardcopy Deutschland may make and maintain Investments in (including intercompany loans to) their Subsidiaries and Chinese operations for any purpose; provided PROVIDED, HOWEVER, that (A) the total Acquisition Consideration (other than any Acquisition Consideration paid by issuance or exchange aggregate principal amount of Equity Interests, or with the net proceeds from a substantially concurrent sale of Equity Interests) paid in connection with all Permitted Acquisitions occurring on or after the Effective Date such Investments shall not exceedexceed $5,000,000 outstanding at any time, from (B) Xxxxx shall maintain a ledger recording all such Investments in and intercompany loans made pursuant to this subsection 6.3(viii) and such ledger shall be available for inspection at any Eurocurrency Lender's request, and (C) all intercompany loans made pursuant to this subsection 6.3(vii) shall be evidenced by promissory notes which shall be on terms and conditions satisfactory to Agent, including collateral, and which shall be pledged to Agent pursuant to the date of this Agreement, an amount equal to $100,000,000Collateral Documents; (gix) Produktions and Pelikan Hardcopy may make and maintain Investments in an (including intercompany loans to) their Subsidiaries for any purpose; PROVIDED, HOWEVER, that (A) the aggregate principal amount of all such Investments shall not exceed $25,000,000 outstanding at any time, (B) Produktions shall maintain a ledger recording all such Investments in and intercompany loans made pursuant to this clause subsection 6.3(ix) and such ledger shall be available for inspection at any Eurocurrency Lender's request and (gC) not all intercompany loans made pursuant to exceed the Available Amount; provided that immediately prior tothis subsection 6.3(ix) shall be evidenced by promissory notes which shall be on terms and conditions satisfactory to Agent, including collateral, and which shall be pledged to Agent pursuant to the Collateral Documents; (x) In addition to Investments permitted by subsection 6.3(iii), Pelikan Scotland may make and maintain Investments in (including intercompany loans to) its Subsidiaries and the U.K. Subsidiaries for any purpose; PROVIDED, HOWEVER, that (A) the aggregate principal amount of all such Investments shall not exceed $5,000,000 outstanding at any time, (B) Pelikan Scotland shall maintain a ledger recording all such Investments in and intercompany loans made pursuant to this subsection 6.3(x) and such ledger shall be available for inspection at any Eurocurrency Lender's request and (C) all intercompany loans made pursuant to this subsection 6.3(x) shall be evidenced by promissory notes which shall be on terms and conditions satisfactory to Agent, including collateral, and which shall be pledged to Agent pursuant to the Collateral Documents; (xi) Xxxxx and Hardcopy Deutschland may make and maintain Investments in (including intercompany loans to) Produktions, Pelikan Hardcopy and Pelikan Scotland for any purpose; PROVIDED, HOWEVER, that (A) the aggregate principal amount of all such Investments shall not exceed $20,000,000 outstanding at any time, (B) Xxxxx shall maintain a ledger recording all such Investments made pursuant to this subsection 6.3(xi) and such ledger shall be available for inspection at any Eurocurrency Lender's request and (C) all Investments made pursuant to this subsection 6.3(xi) shall be evidenced by promissory notes which shall be on terms and conditions satisfactory to Agent, including collateral, which shall be pledged to Agent pursuant to the Collateral Documents and shall be subordinated to the debt evidenced by the Eurocurrency Credit Agreement to which the Person in whom the Investment hereunder is being made is party such that no payments shall be made on such intercompany indebtedness after giving effect thereto, no the occurrence of a Potential Event of Default or Event of Default shall have occurred and be continuing or would result therefromunder such Eurocurrency Credit Agreement; (hxii) Produktions and Pelikan Hardcopy may make and maintain Investments in (iincluding intercompany loans to) in Xxxxx, Hardcopy Deutschland and Pelikan Scotland for any purpose; PROVIDED, HOWEVER, that (A) the event that aggregate principal amount of all such Investments shall not exceed $10,000,000 outstanding at any Obligor or time, (B) Produktions shall maintain a ledger recording all such Investments made pursuant to this subsection 6.3(xii) and such ledger shall be available for inspection at any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, Investments consisting of the Equity Interests issued by such Person to such Obligor or such Subsidiary; Eurocurrency Lender's request and (iiC) all Investments consisting of any additional Equity Interests issued made pursuant to this subsection 6.3(xii) shall be evidenced by a Wholly-Owned Subsidiary promissory notes which shall be on terms and conditions satisfactory to Agent, including collateral, and shall be pledged to Agent pursuant to the appropriate Collateral Documents and, to the extent such Investment is being made in Pelikan Scotland, shall be subordinated to the debt evidenced by the U.K. Credit Agreement such that no payments shall be made on such intercompany indebtedness after the occurrence of a Person to such PersonPotential Event of Default or Event of Default under the U.K. Facility Agreement; (ixiii) non-cash Pelikan Scotland may make and maintain Investments in (including intercompany loans to) Xxxxx, Hardcopy Deutschland, Produktions or Pelikan Hardcopy for any purpose; PROVIDED, HOWEVER, that (A) the aggregate principal amount of all such Investments shall not exceed $40,000,000 outstanding at any time, (B) Pelikan Scotland shall maintain a ledger recording all such Investments made pursuant to this subsection 6.3(xiii) and advances such ledger shall be available for inspection at any Eurocurrency Lender's request and (C) all Investments made pursuant to employeesthis subsection 6.3(xiii) shall be evidenced by promissory notes which shall be on terms and conditions satisfactory to Agent, officersincluding collateral, and directors shall be pledged to Agent pursuant to the appropriate Collateral Documents and, to the extent such Investment is being made in Produktions or Pelikan Hardcopy, shall be subordinated to the debt evidenced by the Swiss Facility Agreement such that no payments shall be made on such intercompany indebtedness after the occurrence of any Obligor a Potential Event of Default or any Event of its Subsidiaries for Default under the purpose of purchasing Equity Interests in the Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in the ParentSwiss Facility Agreement; (jxiv) Investments acquired in connection with the settlement of delinquent accounts in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customers; (k) Xxxxx, Hardcopy Deutschland, Produktions, Pelikan Hardcopy and Pelikan Scotland may make and maintain Investments in the ordinary course of business consisting of endorsements of negotiable instruments (including intercompany loans to) Company for collection or deposit; any purpose; PROVIDED, HOWEVER, that (l) Investments consisting of Guarantees or other contingent obligations permitted under Section 6.01; (m) Investments which are required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law; (n) extensions of trade credit in the ordinary course of business; (oA) the Specified Acquisition; and (p) Investments not otherwise permitted by the foregoing provisions aggregate principal amount of this Section 6.06 in an aggregate amount in an aggregate amount for all such Investments shall not exceed $30,000,000 outstanding at any time, (B) any Eurocurrency Borrower making any such Investments shall maintain a ledger recording all such Investments made pursuant to this subsection 6.3(xiv) and such ledger shall be available for inspection at any Eurocurrency Lender's request, (C) all Investments made by Produktions, Pelikan Hardcopy or Pelikan Scotland pursuant to this subsection 6.3(xiv) shall be evidenced by promissory notes which shall be on terms and conditions satisfactory to Agent, including collateral, and shall be pledged to Agent pursuant to the Collateral Documents and shall be subordinated to the debt evidenced by this Agreement such that no payments shall be made on such intercompany indebtedness after the occurrence of a Potential Event of Default or Event of Default under this clause Agreement and (pD) not all Investments made by Xxxxx or Hardcopy Deutschland pursuant to exceed $35,000,000 at any time outstanding. this subsection 6.3(xiv) shall be evidenced by promissory notes which shall be on terms and conditions satisfactory to Agent, shall be pledged to Agent pursuant to the Collateral Documents, and shall be subordinated to the debt evidenced by this Agreement such that no payments shall be made on such intercompany indebtedness after the occurrence of a Potential Event of Default or Event of Default under this Agreement; Notwithstanding anything herein in this Agreement to the contrary, in no event shall the Borrower aggregate amount of Investments made after February 24, 1995 by Holding, Company and each other Obligor will notthe Domestic Subsidiaries in Foreign Subsidiaries, permitted pursuant to this subsection 6.3 exceed $30,000,000 in aggregate principal amount outstanding at any time, and will not permit in no event shall the aggregate amount of Investments made on or after April 1, 1997, by Holding and its Subsidiaries in MIT exceed $6,000,000 in aggregate principal amount outstanding at any of its Restricted Subsidiaries to, allow or cause any Domestic Subsidiary to be a subsidiary of a Foreign Subsidiary (other than any Domestic Subsidiary that is an existing subsidiary of an acquired Foreign Subsidiary at the time of the Permitted Acquisition)time.