Common use of Limitation on Investments, Loans and Advances Clause in Contracts

Limitation on Investments, Loans and Advances. Make or allow to remain outstanding any Investment (whether such investment shall be of the character of investment in shares of stock, evidences of indebtedness or other securities or otherwise) in, or any loans or advances to, any Person other than: (a) Permitted Investments; (b) sales on open account in the ordinary course of business; (c) Investments in respect of Hedge Agreements provided that such transaction is entered into for risk management purposes and not for speculative purposes; (d) Investments in Mortgage Loans in the ordinary course of business; (e) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, joint ventures with financial institutions to facilitate the origination and sale of Mortgage Loans; (i) intercompany loans or advances made by any Credit Party to or in Borrower or any Subsidiary Guarantor; and (ii) intercompany loans or advances made by any Credit Party to or in any Non-Guarantor Subsidiary; (g) Investments in Subsidiaries (not otherwise expressly provided for in this Section 6.7); (h) Investments existing on the Effective Date which are otherwise not expressly provided for in this Section 6.7 and listed on Schedule 6.7 hereof; (i) Permitted Acquisitions; and (j) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Investments not otherwise expressly provided for in this Section 6.7 which are made in the ordinary course of business in an aggregate unpaid principal amount not to exceed $5,000,000 at any one time. In valuing any Investments for the purpose of applying the limitations set forth in this Section 6.7 (except as otherwise expressly provided herein), such Investment shall be taken at the original cost thereof, without allowance for any subsequent write-offs or appreciation or depreciation, but less any amount repaid or recovered on account of capital or principal.

Limitation on Investments, Loans and Advances. Make or allow to remain outstanding any Investment (whether such investment shall be of the character of investment in shares of stock, evidences of indebtedness or other securities or otherwise) in, or any loans or advances to, any Person other than: (a) Permitted Investments; (b) Investments existing on the Effective Date and listed on Schedule 8.7 hereof; (c) sales on open account in the ordinary course of business; (cd) intercompany loans or intercompany Investments made amongst the Borrowers, provided, further, that in each case, no Default or Event of Default shall have occurred and be continuing at the time of making such intercompany loan or intercompany Investment or result from such intercompany loan or intercompany Investment being made and that any intercompany loans shall be evidenced by and funded under an Intercompany Note pledged to the Agent under the appropriate Collateral Documents; (e) Investments in respect of Hedge Agreements Hedging Transactions provided that such transaction is entered into for risk management purposes and not for speculative purposes; (df) Investments in Mortgage Loans loans and advances to employees, officers and directors of any Credit Party for moving, entertainment, travel and other similar expenses in the ordinary course of business; (e) so long as no Default or Event business not in excess of Default has occurred and is continuing or would result therefrom, joint ventures with financial institutions to facilitate $250,000 in the origination and sale of Mortgage Loans; (i) intercompany loans or advances made by aggregate amount at any Credit Party to or in Borrower or any Subsidiary Guarantor; and (ii) intercompany loans or advances made by any Credit Party to or in any Non-Guarantor Subsidiarytime outstanding; (g) Permitted Acquisitions and Investments in Subsidiaries (not otherwise expressly provided for in this Section 6.7)any Person acquired pursuant to a Permitted Acquisition; (h) Investments existing on constituting deposits made in connection with the Effective Date which are otherwise not expressly provided for in this Section 6.7 and listed on Schedule 6.7 hereof; (i) Permitted Acquisitions; and (j) so long as no Default purchase of goods or Event of Default has occurred and is continuing or would result therefrom, Investments not otherwise expressly provided for in this Section 6.7 which are made services in the ordinary course of business in an aggregate unpaid principal amount for such deposits not to exceed $5,000,000 3,000,000 at any one timetime outstanding; (i) other Investments not described above provided that both at the time of and immediately after giving effect to any such Investment (i) no Default or Event of Default shall have occurred and be continuing or shall result from the making of such Investment and (ii) the aggregate amount of all such Investments shall not exceed $250,000 at any time outstanding. In valuing any Investments for the purpose of applying the limitations set forth in this Section 6.7 8.7 (except as otherwise expressly provided herein), such Investment shall be taken at the original cost thereof, without allowance for any subsequent write-offs or appreciation or depreciation, but less any amount repaid or recovered on account of capital or principal.

Limitation on Investments, Loans and Advances. Make or allow to remain outstanding any Investment (whether such investment shall be of the character of investment in shares of stockany Person, evidences of indebtedness or other securities or otherwise) in, or any loans or advances to, any Person other thanexcept: (a) Permitted Investments; (b) sales on open account extensions of trade credit in the ordinary course of business; (b) Investments in Cash Equivalents; (c) Investments by any Loan Party in respect of Hedge Agreements provided that such transaction is entered into for risk management purposes and not for speculative purposesany other Loan Party; (d) with respect to any Disposition permitted under Section 8.6, Investments constituting non-cash consideration received in Mortgage Loans connection with such Disposition so long as such consideration does not exceed 25% of the aggregate consideration received with respect to such Disposition; (e) Investments (including debt obligations and equity securities) received in connection with the bankruptcy, insolvency, arrangement 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; (ef) Investments in existence on the Closing Date and listed on Schedule 8.7, together with any renewals and extensions thereof, so long as the principal amount of such renewal or extension does not exceed the original principal amount of such Investment; (g) Investments (including, but not limited to, Investments in Capital Stock, intercompany loans, and Contingent Obligations with respect to Indebtedness otherwise expressly permitted hereunder) after the Closing Date by Loan Parties in Excluded Subsidiaries, in partnerships, joint ventures or any other Person that substantially all of its assets produce “qualifying income” as such term is defined in Section 7704(d) of the Code, provided that (A) no Default or Event of Default has shall have occurred and is continuing continuing, or would result therefrom, joint ventures with financial institutions to facilitate the origination and sale of Mortgage Loans; (i) intercompany loans or advances made by any Credit Party to or in Borrower or any Subsidiary Guarantor; and (iiB) intercompany loans or advances made by any Credit Party to or in any Non-Guarantor Subsidiary; the aggregate amount of such Investments under this clause (g) Investments shall not exceed $4,000,000 in Subsidiaries (not otherwise expressly provided for in this Section 6.7)the aggregate at any time outstanding; (h) Investments existing on the Effective Date which are otherwise not expressly provided for in this Contingent Obligations permitted by Section 6.7 and listed on Schedule 6.7 hereof8.2; (i) Permitted Acquisitions; (j) additional cash Investments by the Loan Parties in amounts not to exceed the amount of cash equity contributions received from issuances of Capital Stock in the Borrowers’ Agent contributed after the date hereof for the purpose of funding such Investments; provided that such Investments are subject to a Perfected First Lien; (k) in the case of any Person that becomes a Subsidiary (other than an Excluded Subsidiary) after the Closing Date, any Investment of such Person in effect at the time such Person so becomes a Subsidiary, so long as such Investment was not entered into in contemplation of such Person becoming such a Subsidiary; (l) any other Investment not permitted under this Section 8.7 in an aggregate amount not to exceed the greater of (i) $10,000,000 and (ii) 10% of the Combined Capital at the time of making such Investment; and (jm) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Investments not otherwise expressly provided for in this Section 6.7 which are made in the ordinary course of business in an aggregate unpaid principal amount not to exceed $5,000,000 at any one time. In valuing Loan Party may enter into any Investments for the purpose of applying the limitations set forth in this Section 6.7 (except as otherwise expressly provided herein), such Investment shall be taken at the original cost thereof, without allowance for any subsequent write-offs or appreciation or depreciation, but less any amount repaid or recovered on account of capital or principalMLP Restructuring Transactions.

Limitation on Investments, Loans and Advances. Make or allow to remain outstanding any Investment (whether such investment shall be of the character of investment in shares of stockany Person, evidences of indebtedness or other securities or otherwise) in, or any loans or advances to, any Person other thanexcept: (a) Permitted Investmentsextensions of trade credit in the ordinary course of business (including, for the avoidance of doubt, ordinary course extensions of credit under Commodity Contracts and Financial Hedging Agreements made in accordance with the Risk Management Policy); (b) sales on open account Investments in Cash Equivalents; (c) Investments by any Loan Party in any other Loan Party; (d) Investments consisting of cash and Cash Equivalents posted as collateral to satisfy margin requirements with counterparties of Commodity Contracts or Financial Hedging Agreements of the Borrower or any Loan Party; (e) Investments (including debt obligations and equity securities) received in connection with the bankruptcy, insolvency, arrangement 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; (cf) Investments in respect existence on the Closing Date and listed on Schedule 8.8, together with any renewals and extensions thereof, so long as the principal amount of Hedge Agreements provided that such transaction is entered into for risk management purposes and renewal or extension does not for speculative purposesexceed the original principal amount of such Investment; (dg) Investments payroll, travel and other loans or advances to, or Guarantee Obligations issued to support the obligations of, current or former officers, directors, and employees of the General Partner, the MLP or any Subsidiary, in Mortgage Loans each case in the ordinary course of businessbusiness in an aggregate principal amount not to exceed $5,000,000 at any one time outstanding; (eh) so long as any Investment resulting from pledges and deposits permitted by Section 8.3(c), (d), (l) and (m); (i) any Investment using the proceeds of any issuance of common Capital Stock of the MLP; and (j) any other Investment if at the time of such Investment and after giving effect thereto, no Default or Event of Default has occurred and is continuing or would result therefrom, joint ventures and the Loan Parties are in compliance with financial institutions to facilitate the origination and sale of Mortgage Loans; (i) intercompany loans or advances made by any Credit Party to or in Borrower or any Subsidiary Guarantor; and (ii) intercompany loans or advances made by any Credit Party to or in any Non-Guarantor Subsidiary; (g) Investments in Subsidiaries (not otherwise expressly provided for in this Section 6.7); (h) Investments existing on the Effective Date which are otherwise not expressly provided for in this Section 6.7 and listed on Schedule 6.7 hereof; (i) Permitted Acquisitions; and (j) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Investments not otherwise expressly provided for in this Section 6.7 which are made in the ordinary course of business in an aggregate unpaid principal amount not to exceed $5,000,000 at any one time. In valuing any Investments for the purpose of applying the limitations covenants set forth in this Section 6.7 (except as otherwise expressly provided herein), such Investment shall be taken at the original cost thereof, without allowance for any subsequent write-offs or appreciation or depreciation, but less any amount repaid or recovered 8.1 calculated on account of capital or principala Pro Forma Basis.

Limitation on Investments, Loans and Advances. Make or allow to remain outstanding any Investment (whether such investment shall be of the character of investment in shares of stock, evidences of indebtedness or other securities or otherwise) in, or any loans or advances to, any Person other than: (a) Permitted Investments; (b) Investments existing on the Effective Date and listed on Schedule 8.6 hereof; (c) sales on open account in the ordinary course of business; (cd) intercompany loans or intercompany Investments made by any Credit Party to or in any Guarantor or the Borrower; provided that, in the case of any intercompany loans or intercompany Investments made by the Borrower in any Guarantor, the aggregate amount from time to time outstanding in respect thereof shall not exceed $250,000; and provided, further, that in each case, no Default or Event of Default shall have occurred and be continuing at the time of making such intercompany loan or intercompany Investment or result from such intercompany loan or intercompany Investment being made and that any intercompany loans shall be evidenced by and funded under an Intercompany Note pledged to the Agent under the appropriate Collateral Documents; (e) Investments in respect of Hedge Agreements Hedging Transactions provided that such transaction is entered into for risk management purposes and not for speculative purposes; (df) Investments in Mortgage Loans loans and advances to employees, officers and directors of any Credit Party for moving, entertainment, travel and other similar expenses in the ordinary course of business; (e) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, joint ventures with financial institutions business not to facilitate exceed $250,000 in the origination and sale of Mortgage Loans; (i) intercompany loans or advances made by aggregate at any Credit Party to or in Borrower or any Subsidiary Guarantor; and (ii) intercompany loans or advances made by any Credit Party to or in any Non-Guarantor Subsidiarytime outstanding; (g) Permitted Acquisitions and Investments in Subsidiaries (not otherwise expressly provided for in this Section 6.7)any Person acquired pursuant to a Permitted Acquisition; (h) Investments existing on constituting deposits made in connection with the Effective Date which are otherwise not expressly provided for in this Section 6.7 and listed on Schedule 6.7 hereof; (i) Permitted Acquisitions; and (j) so long as no Default purchase of goods or Event of Default has occurred and is continuing or would result therefrom, Investments not otherwise expressly provided for in this Section 6.7 which are made services in the ordinary course of business in an aggregate unpaid principal amount for such deposits not to exceed $5,000,000 100,000 at any one timetime outstanding; (i) joint ventures or strategic alliances in the ordinary course of Borrower’s business consisting of the non-exclusive licensing of technology, the development of technology or the providing of technical support, provided that any cash Investments by Borrower do not exceed Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate in any Fiscal Year; and (j) other Investments not described above provided that both at the time of and immediately after giving effect to any such Investment (i) no Default or Event of Default shall have occurred and be continuing or shall result from the making of such Investment and (ii) the aggregate amount of all such Investments shall not exceed $100,000 at any time outstanding. In valuing any Investments for the purpose of applying the limitations set forth in this Section 6.7 8.6 (except as otherwise expressly provided herein), such Investment shall be taken at the original cost thereof, without allowance for any subsequent write-offs or appreciation or depreciation, but less any amount repaid or recovered on account of capital or principal.

Limitation on Investments, Loans and Advances. Make or allow to remain outstanding any Investment (whether such investment shall be of the character of investment in shares of stock, evidences of indebtedness or other securities or otherwise) in, or any loans or advances to, any Person other than: (a) Permitted Investments; (b) Investments existing on the Effective Date and listed on Schedule 8.7 hereof; (c) sales on open account in the ordinary course of business; (cd) intercompany loans or intercompany Investments made by any Credit Party to or in (1) any Guarantor or the Borrower in an aggregate amount not exceed $250,000 and (2) any Foreign Subsidiary in an aggregate amount not to exceed $1,000,000 per year per Foreign Subsidiary; and provided that in each case, no Default or Event of Default shall have occurred and be continuing at the time of making such intercompany loan or intercompany Investment or result from such intercompany loan or intercompany Investment being made and that any intercompany loans shall be evidenced by and funded under an Intercompany Note pledged to the Agent under the appropriate Collateral Documents; (e) Investments in respect of Hedge Agreements Hedging Transactions provided that such transaction is entered into for risk management purposes and not for speculative purposes; (df) Investments in Mortgage Loans loans and advances to employees, officers and directors of any Credit Party for moving, entertainment, travel and other similar expenses in the ordinary course of business; (e) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, joint ventures with financial institutions business not to facilitate exceed $250,000 in the origination and sale of Mortgage Loans; (i) intercompany loans or advances made by aggregate at any Credit Party to or in Borrower or any Subsidiary Guarantor; and (ii) intercompany loans or advances made by any Credit Party to or in any Non-Guarantor Subsidiarytime outstanding; (g) Investments in Subsidiaries (not otherwise expressly provided for in this Section 6.7); (h) Investments existing on the Effective Date which are otherwise not expressly provided for in this Section 6.7 and listed on Schedule 6.7 hereof; (i) Permitted Acquisitions; and (jh) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Investments not otherwise expressly provided for an Investment in this Section 6.7 which are DOSE Medical Corporation made in by the ordinary course of business Borrower in an aggregate unpaid principal amount not to exceed $5,000,000 at for any one timeFiscal Year, provided that such Investment is (i) solely related to the Borrower’s research and development for the iDOSE drug eluting implants and for the IOP and related sensor implants and (ii) limited to the dollar amounts budgeted, allocated, or otherwise disclosed and delineated in the Borrower’s Plan, including reasonable associated facility and administrative costs. In valuing any Investments for the purpose of applying the limitations set forth in this Section 6.7 8.7 (except as otherwise expressly provided herein), such Investment shall be taken at the original cost thereof, without allowance for any subsequent write-offs or appreciation or depreciation, but less any amount repaid or recovered on account of capital or principal.

Limitation on Investments, Loans and Advances. Make or allow to remain outstanding any Investment (whether such investment shall be of the character of investment in shares of stockany Person, evidences of indebtedness or other securities or otherwise) in, or any loans or advances to, any Person other thanexcept: (a) Permitted Investments; (b) sales on open account extensions of trade credit in the ordinary course of business; (b) Investments in Cash Equivalents; (c) Investments by any Loan Party in respect of Hedge Agreements provided that such transaction is entered into for risk management purposes and not for speculative purposesany other Loan Party; (d) [reserved]; (e) Investments (including debt obligations and equity securities) received in Mortgage Loans connection with the bankruptcy, insolvency, arrangement 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; (ef) Investments in existence on the First Amendment Effective Date and listed on Schedule 8.7, together with any renewals and extensions thereof, so long as no Default the principal amount of such renewal or Event extension does not exceed the original principal amount of Default has occurred and is continuing or would result therefrom, joint ventures with financial institutions to facilitate the origination and sale of Mortgage Loans; (i) intercompany loans or advances made by any Credit Party to or in Borrower or any Subsidiary Guarantor; and (ii) intercompany loans or advances made by any Credit Party to or in any Non-Guarantor Subsidiarysuch Investment; (g) Investments in Subsidiaries (not otherwise expressly provided for in this Section 6.7)[reserved]; (h) Investments existing on the Effective Date which are otherwise not expressly provided for in this Guarantee Obligations permitted by Section 6.7 and listed on Schedule 6.7 hereof8.2; (i) Permitted Acquisitions; (j) additional cash Investments by the Loan Parties in amounts not to exceed the amount of cash equity contributions received from issuances of Capital Stock in the Borrowers’ Agent contributed after the First Amendment Effective Date for the purpose of funding such Investments; provided that such Investments are subject to a Perfected First Lien in favor of the Collateral Agent; and (jk) in the case of any Person that becomes a Subsidiary (other than an Excluded Subsidiary) after the First Amendment Effective Date, any Investment of such Person in effect at the time such Person so becomes a Subsidiary, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Investments not otherwise expressly provided for in this Section 6.7 which are made in the ordinary course of business in an aggregate unpaid principal amount not to exceed $5,000,000 at any one time. In valuing any Investments for the purpose of applying the limitations set forth in this Section 6.7 (except as otherwise expressly provided herein), such Investment shall be taken at the original cost thereof, without allowance for any subsequent write-offs or appreciation or depreciation, but less any amount repaid or recovered on account was not entered into in contemplation of capital or principalsuch Person becoming such a Subsidiary.

Limitation on Investments, Loans and Advances. Make or allow to remain outstanding any Investment (whether such investment shall be of the character of investment in shares of stock, evidences of indebtedness or other securities or otherwise) in, or any loans or advances to, any Person other than: (a) Permitted Investments; (b) Investments existing on the Effective Date and listed on Schedule 8.7 hereof; (c) sales on open account in the ordinary course of business; (cd) Investments (i) of Subsidiaries in or to other Subsidiaries of Borrower that are Credit Parties, (ii) by Borrower in Accolade Technologies s.r.o. not to exceed $7,500,000 in the aggregate in any Fiscal Year, and (iii) by Borrower in other Subsidiaries not to exceed $500,000 in the aggregate in any Fiscal Year; (e) intercompany loans or intercompany Investments made by any Credit Party to or in any Guarantor or Borrower; provided, that in each case, no Default or Event of Default shall have occurred and be continuing at the time of making such intercompany loan or intercompany Investment or result from such intercompany loan or intercompany Investment being made and that any intercompany loans shall be evidenced by and funded under an Intercompany Note pledged to the Agent under the appropriate Collateral Documents; (f) Investments in respect of Hedge Agreements Hedging Transactions provided that such transaction is entered into for risk management purposes and not for speculative purposes; (dg) loans and advances to employees, officers and directors of any Credit Party for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $150,000 in the aggregate at any time outstanding; (h) Permitted Acquisitions; (i) Investments constituting deposits made in Mortgage Loans connection with the purchase of goods or services in the ordinary course of business in an aggregate amount for such deposits not to exceed $5,000,000 at any one time outstanding; (j) Investments received in connection with the bankruptcy or reorganization of customers and suppliers and in the settlement of delinquent obligations of, and other disputes with, customers or suppliers in the ordinary course of business; (ek) so long as 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 (l) other Investments not described above provided that both at the time of and immediately after giving effect to any such Investment (i) no Default or Event of Default has shall have occurred and is be continuing or would shall result therefrom, joint ventures with financial institutions to facilitate from the origination and sale making of Mortgage Loans; (i) intercompany loans or advances made by any Credit Party to or in Borrower or any Subsidiary Guarantor; such Investment and (ii) intercompany loans or advances made by any Credit Party to or in any Non-Guarantor Subsidiary; (g) the aggregate amount of all such Investments in Subsidiaries (shall not otherwise expressly provided for in this Section 6.7); (h) Investments existing on the Effective Date which are otherwise not expressly provided for in this Section 6.7 and listed on Schedule 6.7 hereof; (i) Permitted Acquisitions; and (j) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Investments not otherwise expressly provided for in this Section 6.7 which are made in the ordinary course of business in an aggregate unpaid principal amount not to exceed $5,000,000 1,000,000 at any one timetime outstanding. In valuing any Investments for the purpose of applying the limitations set forth in this Section 6.7 8.7 (except as otherwise expressly provided herein), such Investment shall be taken at the original cost thereof, without allowance for any subsequent write-offs or appreciation or depreciation, but less any amount repaid or recovered on account of capital or principal.

Limitation on Investments, Loans and Advances. Make or allow to remain outstanding any Investment (whether such investment shall be of the character of investment in shares of stock, evidences of indebtedness or other securities or otherwise) in, or any loans or advances to, any Person other than: (a) Permitted Investments; (b) Investments existing on the Effective Date and listed on Schedule 8.7 hereof; (c) sales on open account in the ordinary course of business; (cd) intercompany loans or intercompany Investments made by any Credit Party to or in any Guarantor or any Borrower; provided that, intercompany loans that exceed $500,000 in the aggregate shall be evidenced by and funded under an Intercompany Note pledged to the Agent under the appropriate Collateral Documents; (e) Investments in respect of Hedge Agreements Hedging Transactions provided that such transaction is entered into for risk management purposes and not for speculative purposes; (df) Investments in Mortgage Loans loans and advances to employees, officers and directors of any Credit Party for moving, entertainment, travel and other similar expenses in the ordinary course of business; (eg) so long as Permitted Acquisitions; (h) Investments to the extent that payment for such Investments is made with Equity Interests (other than Disqualified Equity Interests not otherwise permitted by Section 8.1) or the proceeds of such Equity Interests of the Parent (or any direct or indirect parent thereof), provided that such issuance of Equity Interests would not constitute a Change of Control; (i) Investments constituting deposits made in connection with the purchase of goods or services in the ordinary course of business in an aggregate amount for such deposits not to exceed $1,000,000 at any one time outstanding; (j) Investments in negotiable instruments deposited or to be deposited for collection in the ordinary course of business; (k) advances, loans or extensions of trade credit made in the ordinary course of business; (l) Investments consisting of extensions of credit in the nature of Accounts 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; (m) deposits of cash made in the ordinary course of business to secure performance of operating leases; (n) Investments that are funded 100% with the Net Cash Proceeds of an issuance of the Equity Interests (other than Disqualified Equity Interests) of Parent or its direct or indirect parent company after the Effective Date (other than any Cure Proceeds) that are contributed to a Credit Party, provided that (i) at the time of such Investment, no Default or Event of Default has occurred and is continuing or would result therefrom, joint ventures with financial institutions to facilitate the origination exist immediately after giving effect thereto and sale (ii) such issuance of Mortgage LoansEquity Interests would not constitute a Change of Control; (io) intercompany loans or advances made by any Credit Party to or employees, officers, and directors of any Credit Party for the purpose of purchasing Equity Interests in Borrower or any Subsidiary Guarantor; the Parent so long as (i) the proceeds of such loans are used in their entirety to purchase such Equity Interests in the Parent and (ii) intercompany all of the proceeds of such loans or advances made are concurrently contributed to the Borrowers as a cash equity contribution by any the Parent; provided, that, notwithstanding the foregoing clause (ii), the Credit Party to or in any Non-Guarantor Subsidiary; (g) Investments in Subsidiaries (not otherwise expressly provided for in this Section 6.7); (h) Investments existing on the Effective Date Parties may make such loans which are otherwise not expressly provided for in this Section 6.7 and listed on Schedule 6.7 hereof; (i) Permitted Acquisitions; and (j) so long contributed back into the Parent as no Default or Event of Default has occurred and is continuing or would result therefrom, Investments not otherwise expressly provided for in this Section 6.7 which are made in the ordinary course of business a cash equity contribution by such Parent in an aggregate unpaid principal amount not to exceed $5,000,000 during the term of this Agreement; (p) other Investments not described above provided that both at the time of and immediately after giving effect to any such Investment (i) no Default or Event of Default shall have occurred and be continuing or shall result from the making of such Investment and (ii) the aggregate amount of all such Investments shall not exceed $15,000,000 plus the Cumulative Amount at any one timetime outstanding. In valuing any Investments for the purpose of applying the limitations set forth in this Section 6.7 8.7 (except as otherwise expressly provided herein), such Investment shall be taken at the original cost thereof, without allowance for any subsequent write-offs or appreciation or depreciation, but less any amount repaid or recovered on account of capital or principal.

Limitation on Investments, Loans and Advances. Make or allow to remain outstanding any Investment (whether such investment shall be of the character of investment in shares of stock, evidences of indebtedness or other securities or otherwise) in, or any loans or advances to, any Person other than: (a) Permitted Investments; (b) Investments existing on the Effective Date and listed on Schedule 8.7 hereof; (c) sales on open account in the ordinary course of business; (cd) intercompany loans or intercompany Investments made by any Credit Party to or in any Guarantor or any Borrower; provided that, in the case of any intercompany loans or intercompany Investments made by any Borrower in any Guarantor, the aggregate amount from time to time outstanding in respect thereof shall not exceed $250,000; and provided, further, that in each case, no Default or Event of Default shall have occurred and be continuing at the time of making such intercompany loan or intercompany Investment or result from such intercompany loan or intercompany Investment being made and that any intercompany loans shall be evidenced by and funded under an Intercompany Note pledged to the Agent under the appropriate Collateral Documents; (e) Investments in respect of Hedge Agreements Hedging Transactions provided that such transaction is entered into for risk management purposes and not for speculative purposes; (df) Investments in Mortgage Loans loans and advances to employees, officers and directors of any Borrower or any of its Subsidiaries for moving, entertainment, travel and other similar expenses in the ordinary course of business; (e) so long as no Default business in the aggregate at any time outstanding or Event of Default has occurred and is continuing or would result therefrom, joint ventures with financial institutions to facilitate the origination and sale of Mortgage Loans; (i) intercompany loans or advances made by any Credit Party to or purchase Equity Interests in Borrower or any Subsidiary Guarantor; and (ii) intercompany loans or advances made by any Credit Party to or in any Non-Guarantor SubsidiaryWSM; (g) Permitted Acquisitions and Investments in Subsidiaries (not otherwise expressly provided for in this Section 6.7)any Person acquired pursuant to a Permitted Acquisition; (h) Investments existing on constituting deposits made in connection with the Effective Date which are otherwise not expressly provided for in this Section 6.7 and listed on Schedule 6.7 hereof; (i) Permitted Acquisitions; and (j) so long as no Default purchase of goods or Event of Default has occurred and is continuing or would result therefrom, Investments not otherwise expressly provided for in this Section 6.7 which are made services in the ordinary course of business in an aggregate unpaid principal amount for such deposits not to exceed $5,000,000 250,000 at any one timetime outstanding; (i) Investments received in connection with the bankruptcy or reorganization of account debtors, suppliers or customers and in settlement of delinquent accounts; (j) Investments in another Credit Party; (k) Investments otherwise expressly permitted under the terms of this Agreement; and (l) other Investments not described above provided that both at the time of and immediately after giving effect to any such Investment (i) no Default or Event of Default shall have occurred and be continuing or shall result from the making of such Investment and (ii) the aggregate amount of all such Investments shall not exceed $250,000 at any time outstanding. In valuing any Investments for the purpose of applying the limitations set forth in this Section 6.7 8.7 (except as otherwise expressly provided herein), such Investment shall be taken at the original cost thereof, without allowance for any subsequent write-offs or appreciation or depreciation, but less any amount repaid or recovered on account of capital or principal.

Limitation on Investments, Loans and Advances. Make or allow to remain outstanding any Investment (whether such investment shall be of the character of investment in shares of stock, evidences of indebtedness or other securities or otherwise) in, or any loans or advances to, any Person Person, firm, corporation or other entity or association, other than: (a) Permitted InvestmentsInvestments existing on the Effective Date and listed on Schedule 8.8 hereof; (b) sales on open account extensions of trade credit in the ordinary course of business; (c) Intercompany Loans, Advances or Investments in respect of Hedge Agreements made on or after the Effective Date by the Company to any Guarantor or by any Guarantor to the Company (provided that any Intercompany Loan hereunder shall be evidenced by and funded under an Intercompany Note encumbered pursuant to the appropriate Collateral Document), provided that at the time any such transaction loan, advance or investment is entered into for risk management purposes made (before and not for speculative purposes; (dafter giving effect thereto) Investments in Mortgage Loans in the ordinary course of business; (e) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, joint ventures with financial institutions to facilitate the origination and sale of Mortgage Loanscontinuing; (id) intercompany loans Intercompany Loans, Advances or advances Investments made by any Credit Party to on or in Borrower or any Subsidiary Guarantor; and (ii) intercompany loans or advances made by any Credit Party to or in any Non-Guarantor Subsidiary; (g) Investments in Subsidiaries (not otherwise expressly provided for in this Section 6.7); (h) Investments existing on after the Effective Date which are otherwise by the Company or any Guarantor to a Foreign Subsidiary in an aggregate amount not expressly to exceed $5,000,000 at any time outstanding, provided for in this Section 6.7 that any Intercompany Loan hereunder shall be evidenced by and listed on Schedule 6.7 hereof; funded under an Intercompany Note encumbered pursuant to the appropriate Collateral Document), and provided further that at the time any such loan, advance or investment is made (ibefore and after giving effect thereto) Permitted Acquisitions; and (j) so long as no Default or Event of Default has occurred and is continuing continuing; (e) Investments in respect of Hedging Transactions; (f) Investments received in connection with the bankruptcy or would result therefromreorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (g) loans and advances to employees, officers and directors of the Company or any of the Subsidiaries in an aggregate amount outstanding not to exceed $1,000,000; (h) Permitted Acquisitions permitted pursuant to Section 8.4; (i) Investments not otherwise expressly provided for constituting deposits made in this Section 6.7 which are made connection with the purchase of goods or services in the ordinary course of business in an aggregate unpaid principal amount for such deposits not to exceed $2,000,000 at any one time; (j) deposits required to be made in connection with the Stockley Park guarantee; (k) 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; (l) Investments (a) in Accounts arising and trade credit granted in the ordinary course of business and in any Equity Interests received in satisfaction or partial satisfaction thereof from financially troubled Account Debtors, and (b) in the form of deposits, prepayments and other credits to suppliers made in the ordinary course of business; (m) travel advances, employee relocation loans and other employee loans and advances in the ordinary course of business not exceeding at any time outstanding $1,000,000; (n) Cash Equivalents and Short Term Investments; (o) other Investments not described above in an amount not to exceed $5,000,000 2,000,000 over the term of this Agreement outstanding at any one time; provided however, no additional Investment in Aspect Communications Real Estate Holdings LLC shall be permitted under this subparagraph(o). In valuing any Investments for the purpose of applying the limitations set forth in this Section 6.7 8.8 (except as otherwise expressly provided herein), such Investment shall be taken at the original cost thereof, without allowance for any subsequent write-offs or appreciation or depreciation, but less any amount repaid or recovered on account of capital or principal.

Limitation on Investments, Loans and Advances. Make or allow to remain outstanding any Investment (whether such investment shall be of the character of investment in shares of stock, evidences of indebtedness or other securities or otherwise) in, or any loans or advances to, any Person other than: (a) Permitted Investments; (b) Investments existing on the Effective Date and listed on Schedule 8.6 hereof; (c) sales on open account in the ordinary course of business; (cd) intercompany loans or intercompany Investments made by any Borrower or any of its Subsidiaries to or in any Guarantor or any other Borrower; provided that, in the case of any intercompany loans or intercompany Investments made by any Borrower in Guarantors (excluding the Parent and the Parent General Partner), the aggregate amount from time to time outstanding in respect thereof shall not exceed $1,000,000; and provided, further, that in each case, no Default or Event of Default shall have occurred and be continuing at the time of making such intercompany loan or intercompany Investment or result from such intercompany loan or intercompany Investment being made and that any intercompany loans are Collateral pledged to the Administrative Agent under the appropriate Collateral Documents and are, to the extent requested by the Administrative Agent, evidenced by and funded under an Intercompany Note pledged to the Administrative Agent under the appropriate Collateral Documents; provided, however, notwithstanding the foregoing and for the avoidance of doubt, there is no limitation on Investments by any Borrower in the Parent or the Parent General Partner for purposes of reimbursement or payment of employee-related costs such as payroll and benefits; (e) Investments in respect of Hedge Agreements Hedging Transactions provided that such transaction is entered into for risk management purposes and not for speculative purposes; (df) Investments in Mortgage Loans in the ordinary course loans and advances to employees, officers and directors of business; (e) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, joint ventures with financial institutions to facilitate the origination and sale of Mortgage Loans; (i) intercompany loans or advances made by any Credit Party to or in Borrower or any Subsidiary Guarantor; of its Subsidiaries for moving, entertainment, travel and (ii) intercompany loans or advances made by any Credit Party to or in any Non-Guarantor Subsidiary; (g) Investments in Subsidiaries (not otherwise expressly provided for in this Section 6.7); (h) Investments existing on the Effective Date which are otherwise not expressly provided for in this Section 6.7 and listed on Schedule 6.7 hereof; (i) Permitted Acquisitions; and (j) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Investments not otherwise expressly provided for in this Section 6.7 which are made other similar expenses in the ordinary course of business in an aggregate unpaid principal amount not exceed $100,000 at any time outstanding; (g) Permitted Acquisitions and Investments in any Person acquired pursuant to a Permitted Acquisition; (h) Investments constituting deposits made in connection with the purchase of goods or services in the ordinary course of business in an aggregate amount for such deposits not to exceed $5,000,000 500,000 at any one timetime outstanding; and (i) other Investments not described above provided that both at the time of and immediately after giving effect to any such Investment (i) no Default or Event of Default shall have occurred and be continuing or shall result from the making of such Investment and (ii) the aggregate amount of all such Investments shall not exceed $500,000 at any time outstanding. In valuing any Investments for the purpose of applying the limitations set forth in this Section 6.7 8.6 (except as otherwise expressly provided herein), such Investment shall be taken at the original cost thereof, without allowance for any subsequent write-offs or appreciation or depreciation, but less any amount repaid or recovered on account of capital or principal.

Limitation on Investments, Loans and Advances. Make The Borrower shall not, and shall not permit any of its Subsidiaries to, suffer to exist, make any advance, loan, extension of credit or allow to remain outstanding capital contribution to, or purchase any Investment (whether such investment shall be of the character of investment in shares of stock, evidences of indebtedness bonds, notes, debentures or other securities of or otherwise) inany assets constituting a business unit of, or make any loans or advances toother investment in (any of the foregoing, an "investment"), any Person other thanPerson, except, subject to Section 6.19, for: (a) Permitted Investmentsthe Borrower's ownership interest in its Subsidiaries and certain Subsidiaries' ownership interests in certain other Subsidiaries, in each case on or prior to the Closing Date and as set forth in Section 3.27; (b) sales on open account investments in marketable debt securities, liquid investments in debt securities and other debt instruments that are acquired for investment purposes and that have a value which may be readily established and which are investment grade, including any such investment that may be readily sold or otherwise liquidated; (c) extensions of trade credit in the ordinary course of business; (c) Investments in respect of Hedge Agreements provided that such transaction is entered into for risk management purposes and not for speculative purposes; (d) Investments in Mortgage Loans advances to employees of the Borrower and its Subsidiaries for travel, entertainment and relocation expenses in the ordinary course of business; (e) so long investments constituting non-cash consideration received in connection with an Asset Disposition, provided that such non-cash consideration shall not exceed 15% of the aggregate consideration received for such Asset Disposition; and provided further that the aggregate amount of any such non-cash consideration with respect to all Asset Dispositions shall not exceed $5,000,000 at any one time outstanding; (f) investments in existence as of the Closing Date, as set forth on Schedule 6.7(f); (g) [Intentionally omitted;] (h) investments permitted under Section 6.2(f); (i) investments not otherwise referred to in this Section 6.7 in an aggregate amount not to exceed $50,000,000 between the Existing Credit Agreement Closing Date and the Maturity Date, inclusive, provided that no Default or Event such investment shall be permitted if at the time of the making thereof a Default has occurred and is continuing or would result therefrom, joint ventures with financial institutions to facilitate from the origination and sale making of Mortgage Loanssuch investment; (i) intercompany loans or advances made by any Credit Party to or in Borrower or any Subsidiary Guarantor; and (ii) intercompany loans or advances made by any Credit Party to or in any Non-Guarantor Subsidiary; (g) Investments in Subsidiaries (not otherwise expressly provided for in this Section 6.7); (h) Investments existing on the Effective Date which are otherwise not expressly provided for in this Section 6.7 and listed on Schedule 6.7 hereof; (i) Permitted Acquisitions; and (j) so long as investments in Entravision permitted by Section 6.7(j) of the Existing Credit Agreement in an amount not to exceed $10,000,000 between the Existing Credit Agreement Closing Date and the Maturity Date, inclusive; (k) New Investments; provided that (i) no Default or Event of Default has occurred and is continuing or would result therefromfrom the consummation of such New Investment (and the Borrower shall have delivered a Covenant Compliance Certificate showing pro forma calculations assuming such New Investment had been consummated on the first day of the applicable measurement period to the Administrative Agent); (ii) the New Investment (if in a radio or television station), Investments not has received (if such investment shall require FCC approval) final FCC approval and evidence thereof satisfactory to the Administrative Agent has been provided to the Administrative Agent; (iii) Majority Lenders shall have received and reviewed and approved the form of all documents setting forth the terms of, effecting or otherwise expressly provided for relating to, such New Investment; and (iv) the Borrower shall be in compliance with the Total Debt Ratio on a pro forma basis assuming such New Investment had been consummated on the first day of the applicable measurement period; provided, further, that notwithstanding anything to the contrary in this Agreement, for purposes of determining compliance with Sections 6.1(a), (b) and (c), Section 6.7 which are made 6.6(ii) and Section 6.7(k) only, Newco shall be deemed not to be a Subsidiary of the Borrower so long as all of the Indebtedness of Newco created under each AT Note constitutes Non-Recourse Indebtedness; (l) an investment by the Borrower and its Subsidiaries in a joint venture for the purpose of establishing and operating pay television channels in the United States; provided that the Borrower's (or its Subsidiaries') investment therein shall not exceed $10,000,000 between the Existing Credit Agreement Closing Date and the Maturity Date inclusive, in the aggregate (exclusive of all general and administrative expenses and affiliate sales and promotion expenses contributed by Borrower (or any such Subsidiary) in the ordinary course of business business); and provided, further that (i) no Default has occurred and is continuing or would result from the consummation of such investment; and (ii) Majority Lenders shall have received and reviewed and approved the form of all documents setting forth the terms of, effecting or otherwise relating to, such investment; (m) to the extent constituting an investment, the acquisition by Newco of the Capital Stock of one or more Subsidiaries of USA Broadcasting with the Net Proceeds of the Non-Recourse Indebtedness of Newco permitted pursuant to Section 6.2(l); and (n) investments by the Borrower in Newco in the form of one or more cash capital contributions (i) in an amount not to exceed the principal amount of any AT Note then due and payable in accordance with the terms of such AT Note so long as each amount so contributed to Newco is forthwith applied by Newco to the repayment of such AT Note, and (ii) in an aggregate unpaid principal amount not to exceed $5,000,000 at any one time. In valuing any Investments for the purpose of applying the limitations set forth in this Section 6.7 (except as otherwise expressly provided herein), such Investment shall be taken at the original cost thereof, without allowance for any subsequent write-offs or appreciation or depreciation, but less any amount repaid or recovered on account of capital or principal100,000.

Limitation on Investments, Loans and Advances. Make any advance, loan, extension of credit or allow to remain outstanding capital contribution to, or purchase any Investment (whether such investment shall be of the character of investment in shares of stock, evidences of indebtedness bonds, notes, debentures or other securities securities, of or otherwise) inany assets constituting a business unit of, or make any loans or advances toother Investment in, any Person other than(it being acknowledged that any Distribution permitted under Section 6.6 hereof shall not be considered an Investment under this Section 6.7), except: (a) Permitted Investments; (b) sales Investments existing on open account the Effective Date and listed on Schedule 6.7 hereto; (c) (i) extensions of trade credit in the ordinary course of business; , (cii) Investments in respect of Hedge Agreements provided that such transaction is entered into for risk management purposes Debt under any Hedging Transaction, to the extent considered as an Investment hereunder and not for speculative purposes(iii) intercompany loans to CALP; (d) Guarantor’s ownership interest in CALP existing on the Effective Date, and Investments made after the Effective Date in Mortgage Loans CALP for the purpose of funding Investments or other activities to be made or conducted, as the case may be, by CALP in compliance with the ordinary course Credit Agreement, provided that, at the time of business; (e) so long as each such Investment by Guarantor, both before and after giving effect thereto, no Default or Event of Default has occurred and is continuing or would result therefrom, joint ventures with financial institutions to facilitate the origination and sale of Mortgage Loanscontinuing; (ie) intercompany loans or advances made by any Credit Party to or in Borrower or any Subsidiary Guarantor; and (ii) intercompany loans or advances made by any Credit Party to or in any Non-Guarantor Subsidiary; (g) ’s Investments in its other direct Subsidiaries (not otherwise expressly other than CALP and any Qualifying REIT Subsidiary) permitted hereunder for the purpose of funding activities to be conducted by such Subsidiaries in compliance with this Guaranty provided for in this Section 6.7); (h) Investments existing on the Effective Date which are otherwise not expressly provided for in this Section 6.7 and listed on Schedule 6.7 hereof; that (i) Permitted Acquisitions; and (j) so long as at the time of each such Investment by Guarantor, both before and after giving effect thereto, no Default or Event of Default has occurred and is continuing continuing, and (ii) concurrently with the initial Investment in such Subsidiary, such Subsidiary executes and deliveries to Agent for the benefit of the Banks, a guaranty on substantially the terms and conditions of this Guaranty and otherwise in form and substance, and supported by corporate authority documents and legal opinions, satisfactory to Agent and the Majority Banks, and (iii) the aggregate amount of such Investments from and after the Effective Date (determined as of the date of each such Investment) shall not exceed $40,000,000. (f) Guarantor’s initial capital contribution to any Qualifying REIT Subsidiary, to the extent such capital contribution is required under applicable law; (g) Advances or would result therefromdistributions, whether cash or non-cash, under the Equity Incentive Plan, but only to the extent permitted under Section 6.6 hereof; and (h) Other Investments not existing on or after the Effective Date to or in any Person (in addition to those Investments otherwise expressly provided for in permitted under this Section 6.7 which are made 6.7), provided that (i) at the time any such Investment is made, both before and after giving effect thereto, no Default or Event of Default has occurred and is continuing, (ii) any such Investment would not violate any of the applicable limitations or restrictions governing real estate investment trusts under the Internal Revenue Code or cause Guarantor to lose its REIT status and (iii) such Investments do not exceed, in the ordinary course aggregate, $25,000,000, less the aggregate amount of business in an aggregate unpaid principal amount not to exceed $5,000,000 at any one timeInvestments made by CALP under Section 8.6(f) of the Credit Agreement. In valuing any Investments for the purpose of applying the limitations set forth in this Section 6.7 (except as otherwise expressly provided herein), such Investment shall be taken at the original cost thereof, without allowance for any subsequent write-offs or appreciation or depreciation, but less any amount repaid or recovered on account of capital or principal.

Limitation on Investments, Loans and Advances. Make or allow to remain outstanding any Investment (whether such investment shall be of the character of investment in shares of stock, evidences of indebtedness or other securities or otherwise) in, or any loans or advances to, any Person Person, firm, corporation or other entity or association, other than: (a) Permitted Investments; (b) sales Investments (including Intercompany Loans, Advances or Investments) existing on open account the Effective Date and listed on Schedule 8.8 hereof; (c) extensions of trade credit in the ordinary course of business; (cd) Intercompany Loans, Advances or Investments made on or after the Effective Date by the Company to any Guarantor or by any Guarantor to the Company (provided that any Intercompany Loan hereunder shall be evidenced by and funded under an Intercompany Note encumbered pursuant to the appropriate Collateral Document), provided that at the time any such loan, advance or investment is made (before and after giving effect thereto) no Event of Default under Section 9.1(a) or 9.1(j) has occurred and is continuing; (e) Investments in respect of Hedge Agreements provided that such transaction is entered into for risk management purposes and not for speculative purposesHedging Transactions; (df) Investments received in Mortgage Loans 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; (eg) so long as no Default or Event loans and advances to employees, officers and directors of Default has occurred and is continuing or would result therefrom, joint ventures with financial institutions to facilitate the origination and sale of Mortgage Loans; (i) intercompany loans or advances made by any Credit Party to or in Borrower Company or any Subsidiary Guarantor; and (ii) intercompany loans or advances made by any Credit Party of the Guarantors in an aggregate amount not to or in any Non-Guarantor Subsidiary; (g) Investments in Subsidiaries (not otherwise expressly provided for in this Section 6.7)exceed $250,000; (h) Investments existing on the Effective Date which are otherwise not expressly provided for in this Permitted Acquisitions permitted pursuant to Section 6.7 and listed on Schedule 6.7 hereof;8.4; and (i) Permitted Acquisitions; and (j) so long as no Default Investments constituting deposits made in connection with the purchase of goods or Event of Default has occurred and is continuing or would result therefrom, Investments not otherwise expressly provided for in this Section 6.7 which are made services in the ordinary course of business in an aggregate unpaid principal amount for such deposits not to exceed $5,000,000 500,000 at any one time. In valuing any Investments for the purpose of applying the limitations set forth in this Section 6.7 8.8 (except as otherwise expressly provided herein), such Investment shall be taken at the original cost thereof, without allowance for any subsequent write-offs or appreciation or depreciation, but less any amount repaid or recovered on account of capital or principal.

Limitation on Investments, Loans and Advances. Make any advance, loan, or allow to remain outstanding capital contribution to, or purchase any Investment (whether such investment shall be of the character of investment in shares of stock, evidences of indebtedness bonds, notes, debentures or other securities of or otherwise) any assets constituting a business unit of, or make any other investment in, or any loans or advances toPerson, any Person other thanexcept: (a) Permitted Investments; (b) sales on open account extensions of trade credit in the ordinary course of business; (b) investments in Cash Equivalents; (c) Investments investments or advances by Holdings (other than investments or advances made directly or indirectly for the purposes of the development of real estate) in respect or to its Restricted Subsidiaries and investments or advances by such Restricted Subsidiaries in or to Holdings and in or to other Restricted Subsidiaries of Hedge Agreements provided that such transaction is entered into for risk management purposes and not for speculative purposes;Holdings; and (d) Investments in Mortgage Loans in the ordinary course of business; (e) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, joint ventures with financial institutions to facilitate the origination and sale of Mortgage Loans; (i) intercompany loans investments or advances made by any Credit Party to or in Borrower Holdings or any Subsidiary Guarantor; and (ii) intercompany loans or advances made by any Credit Party of its Restricted Subsidiaries subsequent to or in any Non-Guarantor Subsidiary; (g) Investments in Subsidiaries (not otherwise expressly provided for in this Section 6.7); (h) Investments existing on the Effective Date which are otherwise not expressly provided for in this Section 6.7 and listed on Schedule 6.7 hereof; (i) Permitted Acquisitions; and (j) so long as no Default or Event of Default has occurred and is continuing or would result therefromApril 30, Investments not otherwise expressly provided for in this Section 6.7 which are made in the ordinary course of business 1999 in an aggregate unpaid principal amount not to exceed $5,000,000 at any one time. In valuing any Investments 35,000,000 in the aggregate for the purpose of applying acquiring assets (other than assets covered by subsection 6.11) or businesses, PROVIDED, that, in the limitations case of the acquisition of the Capital Stock of any Material Subsidiary the provisions of subsection 5.8 shall be complied with in connection therewith. (e) in addition to investments otherwise expressly permitted by this subsection 6.9, investments by GCMM subsequent to April 30, 1999 in debt securities in an aggregate amount (valued at cost) not to exceed $25,000,000." 13. Schedules I through VI to the First Amended and Restated Agreement shall each be deemed amended to read in their entirety as set forth in this Section 6.7 (except as otherwise expressly provided herein)Schedules I through VI attached hereto, such Investment shall be taken at respectively. 14. Exhibits G and H of the original cost thereof, without allowance for any subsequent write-offs or appreciation or depreciation, but less any amount repaid or recovered on account of capital or principal.First Amended and Restated Agreement are hereby deemed deleted in their entirety. SUBSECTIONS 10.8 THROUGH 10.14 ------------------------------

Limitation on Investments, Loans and Advances. Make or allow to remain outstanding any Investment (whether such investment shall be of the character of investment in shares of stock, evidences of indebtedness or other securities or otherwise) in, or any loans or advances to, any Person Person, firm, corporation or other entity or association, other than: (a) Permitted Investments; (b) sales Investments (including Intercompany Loans, Advances or Investments) existing on open account the Effective Date and listed on Schedule 8.8 hereof; (c) extensions of trade credit in the ordinary course of business; (cd) Intercompany Loans, Advances or Investments made on or after the Effective Date by the Company to any Guarantor or by any Guarantor to the Company (provided that any Intercompany Loan hereunder shall be evidenced by and funded under an Intercompany Note encumbered pursuant to the appropriate Collateral Document), provided that at the time any such loan, advance or investment is made (before and after giving effect thereto) no Event of Default under Section 9.1(a) or 9.1(j) has occurred and is continuing; (e) Investments in respect of Hedge Agreements provided that such transaction is entered into for risk management purposes and not for speculative purposesHedging Transactions; (df) Investments received in Mortgage Loans 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; (eg) so long as no Default loans and advances to employees, officers and directors of the Company or Event any of Default has occurred and is continuing or would result therefrom, joint ventures with financial institutions the Guarantors in an aggregate amount not to facilitate the origination and sale of Mortgage Loansexceed $250,000; (h) Permitted Acquisitions permitted pursuant to Section 8.4; (i) intercompany loans Investments constituting deposits made in connection with the purchase of goods or advances made by any Credit Party to or in Borrower or any Subsidiary Guarantor; and (ii) intercompany loans or advances made by any Credit Party to or in any Non-Guarantor Subsidiary; (g) Investments in Subsidiaries (not otherwise expressly provided for in this Section 6.7); (h) Investments existing on the Effective Date which are otherwise not expressly provided for in this Section 6.7 and listed on Schedule 6.7 hereof; (i) Permitted Acquisitions; and (j) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Investments not otherwise expressly provided for in this Section 6.7 which are made services in the ordinary course of business in an aggregate unpaid principal amount for such deposits not to exceed $5,000,000 500,000 at any one time. In valuing any Investments for the purpose of applying the limitations set forth in this Section 6.7 8.8 (except as otherwise expressly provided herein), such Investment shall be taken at the original cost thereof, without allowance for any subsequent write-offs or appreciation or depreciation, but less any amount repaid or recovered on account of capital or principal.

Limitation on Investments, Loans and Advances. Make or allow to remain outstanding any Investment (whether such investment shall be of the character of investment in shares of stockany Person, evidences of indebtedness or other securities or otherwise) in, or any loans or advances to, any Person other thanexcept: (a) Permitted Investments; (b) sales on open account extensions of trade credit in the ordinary course of business; (b) Investments in Cash Equivalents; (c) Investments by any Loan Party in respect of Hedge Agreements provided that such transaction is entered into for risk management purposes and not for speculative purposesany other Loan Party; (d) with respect to any Disposition permitted under Section 8.6, Investments constituting non-cash consideration received in Mortgage Loans connection with such Disposition so long as such consideration does not exceed 25% of the aggregate consideration received with respect to such Disposition; (e) Investments (including debt obligations and equity securities) received in connection with the bankruptcy, insolvency, arrangement 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; (ef) Investments in existence on the Restatement Effective Date and listed on Schedule 8.7, together with any renewals and extensions thereof, so long as no Default the principal amount of such renewal or Event extension does not exceed the original principal amount of Default has occurred and is continuing or would result therefrom, joint ventures with financial institutions to facilitate the origination and sale of Mortgage Loans; (i) intercompany loans or advances made by any Credit Party to or in Borrower or any Subsidiary Guarantor; and (ii) intercompany loans or advances made by any Credit Party to or in any Non-Guarantor Subsidiarysuch Investment; (g) Investments in Subsidiaries (not otherwise expressly provided for in this Section 6.7)[reserved]; (h) Investments existing on the Effective Date which are otherwise not expressly provided for in this Guarantee Obligations permitted by Section 6.7 and listed on Schedule 6.7 hereof8.2; (i) Permitted Acquisitions; (j) additional cash Investments by the Loan Parties in amounts not to exceed the amount of cash equity contributions received from issuances of Capital Stock in the Borrowers’ Agent contributed after the date hereof for the purpose of funding such Investments; provided that such Investments are subject to a Perfected First Lien in favor of the Collateral Agent; and (jk) in the case of any Person that becomes a Subsidiary (other than an Excluded Subsidiary) after the Restatement Effective Date, any Investment of such Person in effect at the time such Person so becomes a Subsidiary, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Investments not otherwise expressly provided for in this Section 6.7 which are made in the ordinary course of business in an aggregate unpaid principal amount not to exceed $5,000,000 at any one time. In valuing any Investments for the purpose of applying the limitations set forth in this Section 6.7 (except as otherwise expressly provided herein), such Investment shall be taken at the original cost thereof, without allowance for any subsequent write-offs or appreciation or depreciation, but less any amount repaid or recovered on account was not entered into in contemplation of capital or principalsuch Person becoming such a Subsidiary.

Limitation on Investments, Loans and Advances. Make or allow to remain outstanding any Investment (whether such investment shall be of the character of investment in shares of stockany Person, evidences of indebtedness or other securities or otherwise) in, or any loans or advances to, any Person other thanexcept: (a) Permitted Investmentsextensions of trade credit in the ordinary course of business (including, for the avoidance of doubt, ordinary course extensions of credit under Commodity Contracts and Financial Hedging Agreements made in accordance with the Risk Management Policy); (b) sales on open account Investments in Cash Equivalents; (c) Investments by any Loan Party in any Loan Party; (d) Investments consisting of cash and Cash Equivalents posted as collateral to satisfy margin requirements with counterparties of Commodity Contracts or Financial Hedging Agreements of any Loan Party; (e) Investments (including debt obligations and equity securities) received in connection with the bankruptcy, insolvency, arrangement 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; (cf) Investments in respect of Hedge Agreements provided that such transaction is entered into for risk management purposes existence on the Restatement Effective Date and not for speculative purposes; (d) Investments in Mortgage Loans in the ordinary course of business; (e) listed on Schedule 8.8, together with any renewals and extensions thereof, so long as no Default the principal amount of such renewal or Event extension does not exceed the original principal amount of Default has occurred and is continuing or would result therefrom, joint ventures with financial institutions to facilitate the origination and sale of Mortgage Loans; (i) intercompany loans or advances made by any Credit Party to or in Borrower or any Subsidiary Guarantor; and (ii) intercompany loans or advances made by any Credit Party to or in any Non-Guarantor Subsidiarysuch Investment; (g) Investments payroll, travel and other loans or advances to, or Guarantee Obligations issued to support the obligations of, current or former officers, directors, and employees of the General Partner (solely to the extent such loan or advance is made, or such Guarantee Obligation is issued, prior to the effectiveness of the Approved Organizational Changes), the MLP or any Subsidiary, in Subsidiaries (not otherwise expressly provided for in this Section 6.7); (h) Investments existing on the Effective Date which are otherwise not expressly provided for in this Section 6.7 and listed on Schedule 6.7 hereof; (i) Permitted Acquisitions; and (j) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Investments not otherwise expressly provided for in this Section 6.7 which are made each case in the ordinary course of business in an aggregate unpaid principal amount not to exceed $5,000,000 at any one time. In valuing time outstanding; (h) any Investments for Investment resulting from pledges and deposits permitted by Section 8.3(c), (d), (l) and (m); (i) any Investment using the purpose proceeds of applying any issuance of common Capital Stock of the limitations MLP; and (j) any other Investment if at the time of such Investment and after giving effect thereto, no Event of Default has occurred and is continuing and the Loan Parties are in compliance with the covenants set forth in this Section 6.7 (except as otherwise expressly provided herein), such Investment shall be taken at the original cost thereof, without allowance for any subsequent write-offs or appreciation or depreciation, but less any amount repaid or recovered 8.1 calculated on account of capital or principala Pro Forma Basis.

Limitation on Investments, Loans and Advances. Make or allow to remain outstanding any Investment (whether such investment shall be of the character of investment in shares of stock, evidences of indebtedness or other securities or otherwise) in, or any loans or advances to, any Person other than: (a) Permitted Investments; (b) Investments existing on the Effective Date and listed on Schedule 8.7 hereof; (c) sales on open account in the ordinary course of business; (cd) intercompany loans or intercompany Investments made by Obagi or any of its Subsidiaries to or in any Guarantor or any Borrower; provided that, in the case of any intercompany loans or intercompany Investments made by any Borrower in any Guarantor, the aggregate amount from time to time outstanding in respect thereof shall not exceed $50,000; and provided, further, that in each case, no Default or Event of Default shall have occurred and be continuing at the time of making such intercompany loan or intercompany Investment or result from such intercompany loan or intercompany Investment being made and that any intercompany loans shall be evidenced by and funded under an Intercompany Note pledged to the Agent under the appropriate Collateral Documents; (e) Investments in respect of Hedge Agreements Hedging Transactions provided that such transaction is entered into for risk management purposes and not for speculative purposes; (df) Investments in Mortgage Loans loans and advances to employees, officers and directors of Obagi or any of its Subsidiaries for moving, entertainment, travel and other similar expenses in the ordinary course of business; (e) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, joint ventures with financial institutions to facilitate business in the origination and sale of Mortgage Loans; (i) intercompany loans or advances made by aggregate at any Credit Party to or in Borrower or any Subsidiary Guarantor; and (ii) intercompany loans or advances made by any Credit Party to or in any Non-Guarantor Subsidiarytime outstanding; (g) Investments in Subsidiaries (not otherwise expressly any joint ventures provided for in this Section 6.7); (h) Investments existing on that both at the Effective Date which are otherwise not expressly provided for in this Section 6.7 time of and listed on Schedule 6.7 hereof; immediately after giving effect to any such joint venture Investment (i) Permitted Acquisitions; and (j) so long as no Default or Event of Default has shall have occurred and is be continuing or would shall result therefromfrom the making of such joint venture Investment, (ii) the aggregate Cash amount of all such joint venture Investments during the current Fiscal Year does not exceed $2,000,000 at any time, (iii) the aggregate Equity Interest given by a Borrower in connection with any such joint venture Investment does not exceed twenty percent (20%) of the aggregate amount of such Borrower’s Equity Interest or joint venturer partner’s outstanding capital stock or other equity securities, and (iv) with respect to any joint venture investment entered into for the purpose of purchasing all or substantially all or any material portion of the assets or business interests or a division or other business unit of any person (each a “Target”), or any equity interest of any Target, such Target has maintained positive net income for the twelve month period immediately preceding (x) the date of such joint venture investment and (y) the date of the purchase of such Target. (h) other Investments not otherwise expressly described above provided for in this Section 6.7 which are made in that both at the ordinary course time of business in an and immediately after giving effect to any such Investment (i) no Default or Event of Default shall have occurred and be continuing or shall result from the making of such Investment and (ii) the aggregate unpaid principal amount of all such Investments shall not to exceed $5,000,000 1,000,000 at any one timetime outstanding. In valuing any Investments for the purpose of applying the limitations set forth in this Section 6.7 8.7 (except as otherwise expressly provided herein), such Investment shall be taken at the original cost thereof, without allowance for any subsequent write-offs or appreciation or depreciation, but less any amount repaid or recovered on account of capital or principal.

Limitation on Investments, Loans and Advances. Make or allow to remain outstanding any Investment (whether such investment shall be of the character of investment in shares of stock, evidences of indebtedness or other securities or otherwise) in, or any loans or advances to, any Person other than: (a) Permitted Investments; (b) Investments existing on the Effective Date and listed on Schedule 8.7 hereof; (c) sales on open account in the ordinary course of business; (cd) intercompany loans or intercompany Investments made by any Credit Party to or in any Guarantor or any Borrower; provided that, in the case of any intercompany loans or intercompany Investments made by any Borrower in any Guarantor, the aggregate amount from time to time outstanding in respect thereof shall not exceed US$1,000,000, or the Equivalent Amount in Canadian Dollars; and provided, further, that in each case, no Default or Event of Default shall have occurred and be continuing at the time of making such intercompany loan or intercompany Investment or result from such intercompany loan or intercompany Investment being made and that any intercompany loans shall be evidenced by and funded under an Intercompany Note pledged to the Agent under the appropriate Collateral Documents; (e) Investments in respect of Hedge Agreements Hedging Transactions provided that such transaction is entered into for risk management purposes and not for speculative purposes; (df) Investments in Mortgage Loans loans and advances to employees, officers and directors of any Credit Party for moving, entertainment, travel and other similar expenses in the ordinary course of businessbusiness not to exceed US$100,000, or the Equivalent Amount in Canadian Dollars, in the aggregate at any time outstanding; (eg) so long as Permitted Acquisitions and Investments in any Person acquired pursuant to a Permitted Acquisition; (h) Investments in Foreign Subsidiaries not to exceed US$6,500,000, or the Equivalent Amount in Canadian Dollars in the aggregate at any time outstanding; and (i) other Investments not described above provided that both at the time of and immediately after giving effect to any such Investment (i) no Default or Event of Default has shall have occurred and is be continuing or would shall result therefrom, joint ventures with financial institutions to facilitate from the origination and sale making of Mortgage Loans; (i) intercompany loans or advances made by any Credit Party to or in Borrower or any Subsidiary Guarantor; such Investment and (ii) intercompany loans the aggregate amount of all such Investments shall not exceed US$100,000, or advances made by any Credit Party to or the Equivalent Amount in any Non-Guarantor Subsidiary; (g) Investments in Subsidiaries (not otherwise expressly provided for in this Section 6.7); (h) Investments existing on the Effective Date which are otherwise not expressly provided for in this Section 6.7 and listed on Schedule 6.7 hereof; (i) Permitted Acquisitions; and (j) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Investments not otherwise expressly provided for in this Section 6.7 which are made in the ordinary course of business in an aggregate unpaid principal amount not to exceed $5,000,000 Canadian Dollars at any one timetime outstanding. In valuing any Investments for the purpose of applying the limitations set forth in this Section 6.7 8.7 (except as otherwise expressly provided herein), such Investment shall be taken at the original cost thereof, without allowance for any subsequent write-offs or appreciation or depreciation, but less any amount repaid or recovered on account of capital or principal.

Limitation on Investments, Loans and Advances. Make or allow to remain outstanding any Investment (whether such investment shall be of the character of investment in shares of stock, evidences of indebtedness or other securities or otherwise) in, or any loans or advances to, any Person other than: (a) Permitted Investments; (b) Investments existing on the Effective Date and listed on Schedule 8.7 hereof; (c) sales on open account in the ordinary course of business; (cd) intercompany loans or intercompany Investments made by Parent to or in another Borrower; provided that, in the case of any intercompany loans or intercompany Investments made by Parent in any non-Borrower Subsidiary, the aggregate amount outstanding in respect thereof shall not exceed Five Million Dollars ($5,000,000) cash in the aggregate at any time; and provided, further, that in each case, no Default or Event of Default shall have occurred and be continuing at the time of making such intercompany loan or intercompany Investment or result from such intercompany loan or intercompany Investment being made; (e) Investments in respect of Hedge Agreements Hedging Transactions provided that such transaction is entered into for risk management purposes and not for speculative purposes; (df) Investments in Mortgage Loans loans and advances to employees, officers and directors of Borrower for moving, entertainment, travel and other similar expenses in the ordinary course of business; (e) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, joint ventures with financial institutions to facilitate business in the origination and sale of Mortgage Loans; (i) intercompany loans or advances made by aggregate at any Credit Party to or in Borrower or any Subsidiary Guarantor; and (ii) intercompany loans or advances made by any Credit Party to or in any Non-Guarantor Subsidiarytime outstanding; (g) Permitted Acquisitions and Investments in Subsidiaries (not otherwise expressly provided for in this Section 6.7)any Person acquired pursuant to a Permitted Acquisition; (h) Investments existing on constituting deposits made in connection with the Effective Date which are otherwise not expressly provided for in this Section 6.7 and listed on Schedule 6.7 hereof; (i) Permitted Acquisitions; and (j) so long as no Default purchase of goods or Event of Default has occurred and is continuing or would result therefrom, Investments not otherwise expressly provided for in this Section 6.7 which are made services in the ordinary course of business in an aggregate unpaid principal amount for such deposits not to exceed One Million Dollars ($5,000,000 1,000,000) at any one timetime outstanding; (i) other Investments not described above provided that both at the time of and immediately after giving effect to any such Investment (i) no Default or Event of Default shall have occurred and be continuing or shall result from the making of such Investment and (ii) the aggregate amount of all such other Investments shall not exceed One Million Dollars ($1,000,000) at any time outstanding. In valuing any Investments for the purpose of applying the limitations set forth in this Section 6.7 8.7 (except as otherwise expressly provided herein), such Investment shall be taken at the original cost thereof, without allowance for any subsequent write-offs or appreciation or depreciation, but less any amount repaid or recovered on account of capital or principal.

Limitation on Investments, Loans and Advances. Make The Company shall not make, and shall not permit any of its Subsidiaries to make, any Investment, except: (i) Investments by the Company or allow to remain outstanding any Investment (whether such investment shall be of its Subsidiaries in any Wholly-Owned Subsidiary of the character Company that is a Guarantor (including any such Investment pursuant to which a Person becomes a Wholly-Owned Subsidiary of investment the Company) or in shares the Company by any of stock, evidences its Subsidiaries; (ii) Investments represented by receivables created or acquired in the ordinary course of indebtedness business or other securities or otherwise) in, or any loans or advances to, any Person other than: (a) Permitted Investments; (b) sales on open account the settlement of such receivables in the ordinary course of business; ; (ciii) Investments in respect of Hedge Agreements provided that such transaction is entered into for risk management purposes and not for speculative purposes; permitted to be made pursuant to Section 4.12; (div) Investments in Mortgage Loans in represented by advances to employees, officers and directors of the ordinary course of business; (e) so long as no Default Company or Event of Default has occurred and is continuing or would result therefrom, joint ventures with financial institutions to facilitate the origination and sale of Mortgage Loans; (i) intercompany loans or advances made by any Credit Party to or in Borrower or any Subsidiary Guarantor; and (ii) intercompany loans or advances made by any Credit Party to or in any Non-Guarantor Subsidiary; (g) Investments in its Subsidiaries (not otherwise expressly provided for in this Section 6.7); (h) Investments existing on the Effective Date which are otherwise not expressly provided for in this Section 6.7 and listed on Schedule 6.7 hereof; (i) Permitted Acquisitions; and (j) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Investments not otherwise expressly provided for in this Section 6.7 which are made in the ordinary course of business and consistent with reasonable and customary business practices; (v) Permitted Investments; (vi) Investments permitted to be made with the Net Cash Proceeds of Asset Sales pursuant to Section 4.18; (vii) Investments existing on the Issue Date which are set forth on Schedule 5.36 to the Securities Purchase Agreement; (viii) Investments in an Hedging Obligations permitted under Section 4.25; (ix) Investments represented by loans or advances after the Effective Date to Subsidiaries which are not Guarantors provided that (y) the aggregate unpaid outstanding principal amount of such Investments shall not to at any time exceed $5,000,000 at any one time. In valuing any 500,000 and (z) the repayment of such Investments for is subordinated to the purpose rights of applying the limitations set forth in Holders under this Indenture and the Guaranty Agreements; and (x) Investments permitted to be made pursuant to Section 6.7 (except as otherwise expressly provided herein4.11(e) and Section 4.11(f), such Investment shall be taken at the original cost thereof, without allowance for any subsequent write-offs or appreciation or depreciation, but less any amount repaid or recovered on account of capital or principal.

Limitation on Investments, Loans and Advances. Make any advance, loan, extension of credit or allow to remain outstanding capital contribution to, or purchase any Investment (whether such investment shall be of the character of investment in shares of stock, evidences of indebtedness bonds, notes, debentures or other securities securities, of or otherwise) any assets constituting a business unit of, or make any other investment in, or any loans or advances toPerson, any Person other thanexcept: (a) Permitted Investments; (b) sales Investments existing on open account the Effective Date and listed on Schedule 8.7 hereof; (c) extensions of trade credit in the ordinary course of business; (c) Investments in respect of Hedge Agreements provided that such transaction is entered into for risk management purposes and not for speculative purposes; (d) Investments in Mortgage Loans loans and advances to officers and employees of a Credit Party or to officers and employees of any Subsidiary in the ordinary course of businessbusiness in an aggregate amount, not to exceed $1,000,000 at any one time outstanding, to the extent permitted by applicable law; (e) so long Intercompany Loans, Advances or Investments made on or after the Effective Date by any Credit Party or any Guarantor to any Domestic Loan Party; provided that any Intercompany Loan hereunder shall be evidenced by and funded under an Intercompany Note encumbered in favor of the Agent pursuant to a Security Agreement and provided further 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; (f) Permitted Acquisitions; (g) Intercompany Loans, Advances or Investments, including those listed on Schedule 8.7 and those made after the Effective Date, by all Credit Parties to any Eligible Foreign Subsidiary in an aggregate amount not to exceed $35,000,000 at any one time outstanding (provided that all Intercompany Loans covered by this clause (except the existing promissory notes from Plastipak Brazil as maker to Packaging as payee, and any extensions and renewals (but not increases) thereof in an aggregate principal amount of $2,100,000 as of the date hereof) shall be evidenced by and funded under an Intercompany Note encumbered in favor of the Agent pursuant to the applicable Security Agreement and provided further 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); (h) Investments in aggregate amount outstanding at any one time not to exceed $5,000,000; and (i) Investments in an amount not to exceed the lesser of (i) $25,000,000 and (ii) $19,891,235, plus 50% of Consolidated Net Income for the period (taken as one accounting period) from the first day of the fiscal quarter ending on or about January 31, 2005 to the end of Holdings' most recently ended fiscal quarter for which internal financial statements are available at the time of such Investment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); and (j) Investments in any Subsidiary (including, without limitation, any Special Purpose Subsidiary) from and after the date hereof (provided that no Default or Event of Default has occurred and is continuing or would result therefromat the time of such investment), joint ventures with financial institutions consisting of (x) dispositions of specific accounts receivable made pursuant to facilitate any Permitted Securitization and the origination and sale resultant Debt issued by a Special Purpose Subsidiary to another Subsidiary as part of Mortgage Loans; (i) intercompany loans or advances made by any Credit Party such Permitted Securitization, in each case to or in Borrower or any Subsidiary Guarantorthe extent constituting Investments hereunder; and (iiy) intercompany loans the repurchase or advances made by replacement from and after the date hereof of accounts receivable pursuant to any Credit Party to representations or warranties or clean up call provisions included in any Non-Guarantor Subsidiary; (g) Investments such Permitted Securitization in Subsidiaries (not otherwise expressly provided for in this Section 6.7); (h) Investments existing on accordance with the Effective Date which are otherwise not expressly provided for in this Section 6.7 and listed on Schedule 6.7 hereof; (i) Permitted Acquisitions; and (j) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Investments not otherwise expressly provided for in this Section 6.7 which are made in the ordinary course of business in an aggregate unpaid principal amount not to exceed $5,000,000 at any one timedefinition thereof. In valuing any Investments for the purpose of applying the limitations set forth in this Section 6.7 8.7 (except as otherwise expressly provided herein), such Investment shall be taken at the original cost thereof, without allowance for any subsequent write-offs or appreciation or depreciation, but less any amount repaid or recovered on account of capital or principal.

Limitation on Investments, Loans and Advances. Make or allow to remain outstanding any Investment (whether such investment shall be of the character of investment in shares of stock, evidences of indebtedness or other securities or otherwise) in, or any loans or advances to, any Person other than: (a) Permitted Investments; (b) Investments existing on the Effective Date and listed on Schedule 8.7 hereof; (c) sales on open account in the ordinary course of business; (cd) intercompany loans or intercompany Investments made by any Credit Party to or in any Credit Party; and provided, further, that in each case, no Default or Event of Default shall have occurred and be continuing at the time of making such intercompany loan or intercompany Investment or result from such intercompany loan or intercompany Investment being made and that any intercompany loans made by Borrower or any Guarantor shall be evidenced by and funded under an Intercompany Note pledged to the Agent under the appropriate Collateral Documents; (e) Investments in respect of Hedge Agreements Hedging Transactions provided that such transaction (x) is entered into for risk management purposes and not for speculative purposes, or (y) satisfies the requirements of Section 7.17 hereof; (df) Investments in Mortgage Loans loans and advances to employees, officers and directors of any Credit Party for moving, entertainment, travel and other similar expenses in the ordinary course of business; (eg) so long as Permitted Acquisitions and Investments in any Person acquired pursuant to a Permitted Acquisition; (h) Investments constituting deposits made in connection with the purchase of goods or services in the ordinary course of business or in satisfaction of requirements imposed by Governmental Authorities; and (i) other Investments made after the Effective Date and not described above provided that both at the time of and immediately after giving effect to any such Investment (i) no Default or Event of Default has shall have occurred and is be continuing or would shall result therefromfrom the making of such Investment, joint ventures with financial institutions to facilitate the origination and sale of Mortgage Loans; (i) intercompany loans or advances made by any Credit Party to or in Borrower or any Subsidiary Guarantor; and (ii) intercompany loans or advances the aggregate amount of all such Investments made by during any Credit Party to or in any Non-Guarantor Subsidiary; (g) Investments in Subsidiaries (not otherwise expressly provided for in this Section 6.7); (h) Investments existing on the Effective Date which are otherwise not expressly provided for in this Section 6.7 calendar year and listed on Schedule 6.7 hereof; (i) Permitted Acquisitions; and (j) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Investments not otherwise expressly provided for in this Section 6.7 which are made in the ordinary course of business in an aggregate unpaid principal amount not to exceed $5,000,000 at any one timetime outstanding shall not exceed Five Million Dollars ($5,000,000), and (iii) Borrower, on a Consolidated Basis, is in pro forma compliance with Section 7.9(a) and (b) hereof. In valuing any Investments for the purpose of applying the limitations set forth in this Section 6.7 8.7 (except as otherwise expressly provided herein), such Investment shall be taken at the original cost thereof, without allowance for any subsequent write-offs or appreciation or depreciation, but less any amount repaid or recovered on account of capital or principal.

Limitation on Investments, Loans and Advances. Make or allow to remain outstanding any Investment (whether such investment shall be of the character of investment in shares of stock, evidences of indebtedness or other securities or otherwise) in, or any loans or advances to, any Person other than: (a) Permitted Investments; (b) Investments existing on the Effective Date and listed on Schedule 8.7 hereof; (c) sales on open account in the ordinary course of business; (cd) intercompany loans or intercompany Investments made by any Credit Party to or in any Guarantor or any Borrower; provided that, in each case, no Default or Event of Default shall have occurred and be continuing at the time of making such intercompany loan or intercompany Investment or result from such intercompany loan or intercompany Investment being made and that any intercompany loans shall be evidenced by and funded under an Intercompany Note pledged to the Agent under the appropriate Collateral Documents; (e) Investments in respect of Hedge Agreements Hedging Transactions provided that such transaction is entered into for risk management purposes and not for speculative purposes; (df) Investments in Mortgage Loans consisting of (i) travel advances and employee relocation loans and other employee loans and advances in the ordinary course of businessbusiness not to exceed Two Million Dollars ($2,000,000) in the aggregate in any Fiscal Year, and (ii) loans to employees, officers or directors relating to the purchase of Equity Interests of Warby Parker pursuant to employee stock purchase plan agreements approved by Wxxxx Xxxxxx’x board of directors or any committee thereof provided that such loans are cashless (other than cash payments to Warby Parker by the obligor in repayment of such loans); (eg) so long as no Default Permitted Acquisitions; (h) Investments constituting deposits made in connection with the purchase of goods or Event services in the ordinary course of Default has occurred and is continuing or would result therefrom, joint ventures with financial institutions business in an aggregate amount for such deposits not to facilitate the origination and sale of Mortgage Loansexceed $2,000,000 at any one time outstanding; (i) intercompany repurchases of Equity Interests of Warby Parker as approved by Wxxxx Xxxxxx’x board of directors but only to the extent permitted under Section 8.5; and (j) Investments accepted in connection with Asset Sales permitted under Section 8.4; (k) Intercompany loans or advances made by any Credit Party to or in Borrower or any Subsidiary Guarantor; and (ii) intercompany loans or advances Investments made by any Credit Party to or in any Non-Guarantor Subsidiary; other Credit Party that is not a Borrower or Guarantor, provided that the aggregate amount of all such Investments (gother than any intercompany account payable made in the ordinary course of business) Investments shall not exceed $1,000,000 in Subsidiaries (not otherwise expressly provided for any Fiscal Year; and provided, further, that, in this Section 6.7); (h) Investments existing on the Effective Date which are otherwise not expressly provided for in this Section 6.7 and listed on Schedule 6.7 hereof; (i) Permitted Acquisitions; and (j) so long as each case, no Default or Event of Default has shall have occurred and is be continuing at the time of making such intercompany loan or would intercompany Investment or result therefromfrom such intercompany loan or intercompany Investment being made and that any intercompany loans made by a Borrower or Guarantor shall be evidenced by and funded under an Intercompany Note pledged to the Agent under the appropriate Collateral Documents; (l) Investments (including Debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, Investments not otherwise expressly provided for in this Section 6.7 which are made and other disputes with, customers or suppliers arising in the ordinary course of Borrowers’ business; (m) 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, provided that this clause (m) shall not apply to Investments of any Borrower in any Subsidiary; (n) Joint ventures or strategic alliances with non-Affiliated third parties in the ordinary course of Borrowers’ business consisting of the non-exclusive licensing of technology, the development of technology or the providing of technical support, provided that any cash Investments by Borrowers do not exceed Ten Million Dollars ($10,000,000) in an the aggregate unpaid principal in any Fiscal Year; (o) Investments in or to any Affiliated Practice Entity provided that (i) no Default or Event of Default shall have occurred and be continuing or shall result from the making of such Investment and (ii) the aggregate amount of all such Investments outstanding at any time shall not to exceed $5,000,000 1,000,000; and (p) other Investments not described above provided that both at the time of and immediately after giving effect to any one timesuch Investment (i) no Default or Event of Default shall have occurred and be continuing or shall result from the making of such Investment and (ii) the aggregate amount of all such Investments shall not exceed $10,000,000 in any Fiscal Year. In valuing any Investments for the purpose of applying the limitations set forth in this Section 6.7 8.7 (except as otherwise expressly provided herein), such Investment shall be taken at the original cost thereof, without allowance for any subsequent write-offs or appreciation or depreciation, but less any amount repaid or recovered on account of capital or principal.

Limitation on Investments, Loans and Advances. Make or allow to remain outstanding any Investment (whether such investment shall be of the character of investment in shares of stock, evidences of indebtedness or other securities or otherwise) in, or any loans or advances to, any Person Person, firm, corporation or other entity or association, other than: (a) Permitted Investments; (b) sales Investments existing on open account the Effective Date and listed on Schedule 8.8 of the Senior Credit Agreement on the date hereof; (c) extensions of trade credit in the ordinary course of business; (cd) Intercompany Loans, Advances or Investments in respect of Hedge Agreements made on or after the Effective Date by Borrower or Guarantor to Borrower or any Guarantor, provided that any Intercompany Loan hereunder shall be evidenced by and funded under an Intercompany Note encumbered pursuant to the appropriate Collateral Document, and provided further that at the time any such transaction loan, advance or investment is entered into for risk management purposes made (both before and not for speculative purposes; (d) Investments in Mortgage Loans in the ordinary course of business; (e) so long as after giving effect thereto), no Default or Event of Default has occurred and is continuing or would result therefrom, joint ventures with financial institutions to facilitate the origination and sale of Mortgage Loanscontinuing; (ie) intercompany loans Investments in respect of Hedging Transactions; (f) Investments received in connection with the bankruptcy or advances made by any Credit Party to reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in Borrower or any Subsidiary Guarantor; and (ii) intercompany loans or advances made by any Credit Party to or each case in any Non-Guarantor Subsidiarythe ordinary course of business; (g) Investments loans and advances to employees, officers and directors of Borrower or any Guarantor in Subsidiaries connection with equity incentive arrangements after the date hereof, provided that the proceeds of such loans and advances are paid to Borrower or Guarantor, as applicable, in connection with such equity incentive arrangements; and provided further that both at the time of and immediately after giving effect to any such Investment, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the aggregate amount of such Investment shall not otherwise expressly provided for in exceed $500,000 over the term of this Section 6.7)Agreement; (h) Investments existing on constituting deposits made in connection with the Effective Date which are otherwise purchase of goods or services in the ordinary course of business such deposits to be within normal commercial standards and not expressly provided for to exceed $750,000 in this Section 6.7 and listed on Schedule 6.7 hereof;the aggregate; and (i) Permitted Acquisitions; andInvestments consisting of loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $750,000 in the aggregate at any time outstanding. (j) so long as Other Investments not described above provides that at the time of making such Investment and immediately after giving effect to such Investment no Default or Event of Default has shall have occurred and is be continuing or would result therefrom, and the aggregate amount of all such Investments shall not otherwise expressly provided for in this Section 6.7 which are made in the ordinary course of business in an aggregate unpaid principal amount not to exceed $5,000,000 at any one time750,000 over the term of this Agreement. In valuing any Investments for the purpose of applying the limitations set forth in this Section 6.7 5.8 (except as otherwise expressly provided herein), such Investment shall be taken at the original cost thereof, without allowance for any subsequent write-offs or appreciation or depreciation, but less any amount repaid or recovered on account of capital or principal.

Limitation on Investments, Loans and Advances. Make or allow to remain outstanding any Investment (whether such investment shall be of the character of investment in shares of stock, evidences of indebtedness or other securities or otherwise) in, or any loans or advances to, any Person Person, firm, corporation or other entity or association, other than: (a) Permitted InvestmentsInvestments existing on the Effective Date and listed on Schedule 8.8 hereof; (b) sales on open account extensions of trade credit in the ordinary course of business; (c) Intercompany Loans, Advances or Investments in respect of Hedge Agreements made on or after the Effective Date by the Company to any Guarantor or by any Guarantor to the Company (provided that any Intercompany Loan hereunder shall be evidenced by and funded under an Intercompany Note encumbered pursuant to the appropriate Collateral Document), provided that at the time any such transaction loan, advance or investment is entered into for risk management purposes made (before and not for speculative purposes; (dafter giving effect thereto) Investments in Mortgage Loans in the ordinary course of business; (e) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, joint ventures with financial institutions to facilitate the origination and sale of Mortgage Loanscontinuing; (id) intercompany loans Intercompany Loans, Advances or advances Investments made by any Credit Party to on or in Borrower or any Subsidiary Guarantor; and (ii) intercompany loans or advances made by any Credit Party to or in any Non-Guarantor Subsidiary; (g) Investments in Subsidiaries (not otherwise expressly provided for in this Section 6.7); (h) Investments existing on after the Effective Date which are otherwise by the Company or any Guarantor to a Foreign Subsidiary in an aggregate amount not expressly to exceed $5,000,000 at any time outstanding, provided for in this Section 6.7 that any Intercompany Loan hereunder shall be evidenced by and listed on Schedule 6.7 hereof; funded under an Intercompany Note encumbered pursuant to the appropriate Collateral Document), and provided further that at the time any such loan, advance or investment is made (ibefore and after giving effect thereto) Permitted Acquisitions; and (j) so long as no Default or Event of Default has occurred and is continuing continuing; (e) Investments in respect of Hedging Transactions; (f) Investments received in connection with the bankruptcy or would result therefromreorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (g) loans and advances to employees, officers and directors of the Company or any of the Subsidiaries in an aggregate amount outstanding not to exceed $2,000,000; (h) Permitted Acquisitions permitted pursuant to Section 8.4; (i) Investments not otherwise expressly provided for constituting deposits made in this Section 6.7 which are made connection with the purchase of goods or services in the ordinary course of business in an aggregate unpaid principal amount for such deposits not to exceed $2,000,000 at any one time; (j) deposits required to be made in connection with the Stockley Park guarantee; (k) 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; (l) Investments (a) in Accounts arising and trade credit granted in the ordinary course of business and in any Equity Interests received in satisfaction or partial satisfaction thereof from financially troubled Account Debtors, and (b) in the form of deposits, prepayments and other credits to suppliers made in the ordinary course of business; (m) travel advances, employee relocation loans and other employee loans and advances in the ordinary course of business not exceeding at any time outstanding $1,000,000; (n) Cash Equivalents and Short Term Investments; (o) other Investments not described above in an amount not to exceed $5,000,000 over the term of this Agreement outstanding at any one time. In valuing any Investments for the purpose of applying the limitations set forth in this Section 6.7 8.8 (except as otherwise expressly provided herein), such Investment shall be taken at the original cost thereof, without allowance for any subsequent write-offs or appreciation or depreciation, but less any amount repaid or recovered on account of capital or principal.

Limitation on Investments, Loans and Advances. Make any advance, loan, extension of credit or allow to remain outstanding capital contribution to, or purchase any Investment (whether such investment shall be of the character of investment in shares of stock, evidences of indebtedness bonds, notes, debentures or other securities securities, of or otherwise) inany assets constituting a business unit of, or make any loans or advances toother Investment in, any Person other than(it being acknowledged that any Distributions permitted under Section 8.5 hereof shall not be considered to be an Investment under this Section 8.6), except: (a) Permitted Investments; (b) sales Investments existing on open account the Effective Date and listed on Schedule 8.6 hereto; (c) (i) extensions of trade credit in the ordinary course of business; , (cii) Investments Debt under any Hedging Transaction, to the extent considered as an Investment hereunder and (iii) the acquisition of any capital stock, membership interests or other ownership interests in respect of Hedge Agreements provided any entity which owns a Property, provided, however, that such transaction entity becomes (or is entered into for risk management purposes and not for speculative purposesmerged into) a wholly-owned Subsidiary of CALP; (d) Investments existing on or after the Effective Date by CALP to any wholly- owned Subsidiary of CALP for the purpose of funding Investments or other activities to be made or conducted, as the case may be, by such Subsidiary in Mortgage Loans in compliance with this Agreement, provided that, at the ordinary course time of business; (e) so long as each such Investment, both before and after giving effect thereto, no Default or Event of Default has occurred and is continuing or would result therefrom, joint ventures with financial institutions to facilitate the origination and sale of Mortgage Loanscontinuing; (ie) intercompany loans Advances or advances made distributions, whether cash or non-cash, under the Equity Incentive Plan, but only to the extent permitted under Section 8.5 hereof; and (f) Other Investments existing on or after the Effective Date by any Credit Party to or in Borrower or any Subsidiary Guarantor; and (ii) intercompany loans or advances made by any Credit Party CALP to or in any Non-Guarantor Subsidiary; Person (g) in addition to those Investments in Subsidiaries (not otherwise expressly provided for in permitted under this Section 6.78.6); (h) Investments existing on the Effective Date which are otherwise not expressly , provided for in this Section 6.7 and listed on Schedule 6.7 hereof; that (i) Permitted Acquisitions; and (j) so long as at the time any such Investment is made, both before and after giving effect thereto, no Default or Event of Default has occurred and is continuing continuing, (ii) such Investment would not violate any of the applicable limitations or would result therefromrestrictions governing real estate investment trusts under the Internal Revenue Code or cause CARS to lose its REIT status, and (iii) such Investments do not otherwise expressly provided for in this Section 6.7 which are made exceed, in the ordinary course aggregate $25,000,000, less the aggregate amount of business in an aggregate unpaid principal amount not Investments made by CARS pursuant to exceed $5,000,000 at any one timeSection 6.7(h) of the Guaranty. In valuing any Investments for the purpose of applying the limitations set forth in this Section 6.7 8.6 (except as otherwise expressly provided herein), such Investment shall be taken at the original cost thereof, without allowance for any subsequent write-offs or appreciation or depreciation, but less any amount repaid or recovered on account of capital or principal.

Limitation on Investments, Loans and Advances. Make any advance, loan, extension of credit (by way of guaranty or allow to remain outstanding otherwise) or capital contribution to, or purchase any Investment (whether such investment shall be of the character of investment in shares of stock, evidences of indebtedness bonds, notes, debentures or other securities of or otherwise) any assets constituting all or a material part of a business unit of, or make any other investment in, or any loans or advances toPerson, any Person other thanexcept: (a) Permitted Investments; (b) sales on open account extensions of trade credit in the ordinary course of business; (b) investments in Cash Equivalents; (c) Investments in respect of Hedge Agreements provided that such transaction is entered into for risk management purposes and not for speculative purposesGuarantee Obligations permitted by Section 7.2; (d) Investments in Mortgage Loans in loans and advances to employees of the ordinary course of business; (e) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, joint ventures with financial institutions to facilitate the origination and sale of Mortgage Loans; (i) intercompany loans or advances made by any Credit Party to or in Borrower or any Subsidiary Guarantor; and (ii) intercompany loans or advances made by any Credit Party to or in any Non-Guarantor Subsidiary; (g) Investments in its Subsidiaries (not otherwise expressly provided for in this Section 6.7); (h) Investments existing on the Effective Date which are otherwise not expressly provided for in this Section 6.7 and listed on Schedule 6.7 hereof; (i) Permitted Acquisitions; and (j) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Investments not otherwise expressly provided for in this Section 6.7 which are made in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate unpaid principal amount for the Borrower and its Subsidiaries not to exceed $5,000,000 100,000 at any one time. In valuing time outstanding; (e) the Acquisition; (f) investments made by the Borrower or any Investments for of its Subsidiaries with the purpose proceeds of applying any Reinvestment Deferred Amount in accordance with Section 2.12(b); (g) investments by the limitations Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to such investment, is a Subsidiary Guarantor; and (h) in addition to investments otherwise expressly permitted by this Section, investments by the Borrower or any of its Subsidiaries in an aggregate amount (valued at cost) not to exceed (i) in the case of investments in less than 100% of the Capital Stock of any other Person, $5,000,000 in any year or (ii) in the case of other investments, $20,000,000 during the period from the Closing Date until the Revolving Credit Termination Date, provided that no such investment pursuant to this clause (ii) shall be permitted unless, not less than five Business Days prior to the closing thereof, the Borrower shall have delivered to each Lender a certificate of a Responsible Officer showing, in reasonable detail, that the Borrower would be in compliance with the covenants set forth in this Section 6.7 (except 7.1 as otherwise expressly provided herein), such Investment shall be taken at the original cost thereoflast day of the then most recently ended period for which financial statements shall have been delivered to the Lenders pursuant to Section 6.1 after giving pro forma effect to such investment and assuming that such investment, without allowance for and the incurrence of any subsequent writeIndebtedness the proceeds of which are used to finance such investment, had been completed on the first day of the four- quarter-offs or appreciation or depreciation, but less any amount repaid or recovered period ending on account the last day of capital or principalthe period covered by such financial statements.

Limitation on Investments, Loans and Advances. Make or allow to remain outstanding any Investment (whether such investment shall be of the character of investment in shares of stock, evidences of indebtedness or other securities or otherwise) in, or any loans or advances to, any Person Person, firm, corporation or other entity or association, other than: (a) Permitted Investments; (b) sales Investments existing on open account the Effective Date and listed on Schedule 7.7 hereof; (c) extensions of trade credit in the ordinary course of business; (cd) Intercompany Loans, Advances or Investments in respect of Hedge Agreements made on or after the Effective Date by the Company to any Guarantor or by any Guarantor to the Company (provided that any Intercompany Loan hereunder shall be evidenced by and funded under an Intercompany Note encumbered pursuant to the appropriate Collateral Document), provided that at the time any such transaction loan, advance or investment is entered into for risk management purposes made (before and not for speculative purposes; (dafter giving effect thereto) Investments in Mortgage Loans in the ordinary course of business; (e) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, joint ventures with financial institutions to facilitate the origination and sale of Mortgage Loanscontinuing; (ie) intercompany loans Intercompany Loans, Advances or advances Investments made by any Credit Party to on or in Borrower or any Subsidiary Guarantor; and (ii) intercompany loans or advances made by any Credit Party to or in any Non-Guarantor Subsidiary; (g) Investments in Subsidiaries (not otherwise expressly provided for in this Section 6.7); (h) Investments existing on after the Effective Date which are otherwise by the Company or any Guarantor to a Foreign Subsidiary in an aggregate amount, at any time outstanding, not expressly to exceed $10,000,000, provided for in this Section 6.7 that any Intercompany Loan hereunder shall be evidenced by and listed on Schedule 6.7 hereof; funded under an Intercompany Note encumbered pursuant to the appropriate Collateral Document), and provided further that at the time any such loan, advance or investment is made (i) Permitted Acquisitions; and (j) so long as before and after giving effect thereto), no Default or Event of Default has occurred and is continuing continuing; (f) Investments in respect of Hedging Transactions; (g) Investments received in connection with the bankruptcy or would result therefromreorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (h) loans and advances to employees, officers and directors of the Company or any of the Subsidiaries in connection with equity incentive arrangements in an aggregate amount not to exceed $2,000,000; provided that the proceeds of such loans and advances are paid to the Company or any of the Subsidiaries, as applicable, in connection with such equity incentive arrangements; (i) Permitted Acquisitions permitted pursuant to Section 7.4; (j) Investments not otherwise expressly provided for constituting deposits made in this Section 6.7 which are made connection with the purchase of goods or services in the ordinary course of business in an aggregate unpaid principal amount for such deposits not to exceed $100,000 at any one time; (k) other Investments not described above in an amount not to exceed $5,000,000 10,000,000 over the term of this Agreement, provided that at the time of any one timesuch Investment, no Default or Event of Default has occurred and is continuing. In valuing any Investments for the purpose of applying the limitations set forth in this Section 6.7 7.8 (except as otherwise expressly provided herein), such Investment shall be taken at the original cost thereof, without allowance for any subsequent write-offs or appreciation or depreciation, but less any amount repaid or recovered on account of capital or principal.

Limitation on Investments, Loans and Advances. Make or allow to remain outstanding any Investment (whether such investment shall be of the character of investment in shares of stock, evidences of indebtedness or other securities or otherwise) in, or any loans or advances to, any Person other than: (a) Permitted Investments; (b) sales on open account in the ordinary course of business; (c) Investments in respect of Hedge Agreements provided that such transaction is entered into for risk management purposes and not for speculative purposes; (d) Investments in Mortgage Loans in the ordinary course of business; (e) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, joint ventures with financial institutions to facilitate the origination and sale of Mortgage Loans; (i) intercompany loans or advances made by any Credit Party to or in Borrower or any Subsidiary Guarantor; and (ii) intercompany loans or advances made by any Credit Party to or in any Non-Guarantor Subsidiary; (g) Investments in Subsidiaries (not otherwise expressly provided for in this Section 6.7); (h) Investments existing on the Effective Date which are otherwise not expressly provided for in this Section 6.7 and listed on Schedule 6.7 hereof; (i) Permitted Acquisitions; and (j) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Investments not otherwise expressly provided for in this Section 6.7 which are made in the ordinary course of business in an aggregate unpaid principal amount not to exceed $5,000,000 at any one time. In valuing any Investments for the purpose of applying the limitations set forth in this Section 6.7 (except as otherwise expressly provided herein), such Investment shall be taken at the original cost thereof, without allowance for any subsequent write-offs or appreciation or depreciation, but less any amount repaid or recovered on account of capital or principal.. 4854-1287-6893.v9

Limitation on Investments, Loans and Advances. Make or allow to remain outstanding any Investment (whether such investment shall be of the character of investment in shares of stock, evidences of indebtedness or other securities or otherwise) in, or any loans or advances to, any Person other than: (a) Permitted Investments; (b) Investments existing on the Effective Date and listed on Schedule 7.6 hereof; (c) sales on open account in the ordinary course of business; (cd) intercompany loans or intercompany Investments made by any Credit Party to or in any Guarantor or the Borrower; provided that, in each case, no Default or Event of Default shall have occurred and be continuing at the time of making such intercompany loan or intercompany Investment or result from such intercompany loan or intercompany Investment being made and that any intercompany loans shall be evidenced by and funded under an Intercompany Note pledged to the Bank under the appropriate Collateral Documents; (e) Investments in respect of Hedge Agreements Hedging Transactions provided that such transaction is entered into for risk management purposes and not for speculative purposes; (df) Investments in Mortgage Loans loans and advances to employees, officers and directors of any Credit Party for moving, entertainment, travel and other similar expenses in the ordinary course of business; (e) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, joint ventures with financial institutions business not to facilitate exceed $20,000 in the origination and sale of Mortgage Loans; (i) intercompany loans or advances made by aggregate at any Credit Party to or in Borrower or any Subsidiary Guarantor; and (ii) intercompany loans or advances made by any Credit Party to or in any Non-Guarantor Subsidiarytime outstanding; (g) Investments in Subsidiaries (not otherwise expressly provided for in this Section 6.7)Permitted Acquisitions; (h) Investments existing on constituting deposits made in connection with the Effective Date which are otherwise not expressly provided for in this Section 6.7 and listed on Schedule 6.7 hereof; (i) Permitted Acquisitions; and (j) so long as no Default purchase of goods or Event of Default has occurred and is continuing or would result therefrom, Investments not otherwise expressly provided for in this Section 6.7 which are made services in the ordinary course of business in an aggregate unpaid principal amount for such deposits not to exceed $5,000,000 200,000 at any one timetime outstanding; (i) other Investments not described above provided that both at the time of and immediately after giving effect to any such Investment (i) no Default or Event of Default shall have occurred and be continuing or shall result from the making of such Investment and (ii) the aggregate amount of all such Investments shall not exceed $300,000 at any time outstanding. In valuing any Investments for the purpose of applying the limitations set forth in this Section 6.7 7.6 (except as otherwise expressly provided herein), such Investment shall be taken at the original cost thereof, without allowance for any subsequent write-offs or appreciation or depreciation, but less any amount repaid or recovered on account of capital or principal.

Limitation on Investments, Loans and Advances. Make or allow to remain outstanding any Investment (whether such investment shall be of the character of investment in shares of stock, evidences of indebtedness or other securities or otherwise) in, or any loans or advances to, any Person Person, firm, corporation or other entity or association, other than: (a) Permitted Investments; (b) sales Investments existing on open account the Effective Date and listed on Schedule 8.7 hereof; (c) extensions of trade credit in the ordinary course of business; (cd) Intercompany Loans, Advances or Investments in respect of Hedge Agreements made on or after the Effective Date by any Borrower to any Guarantor or any other Borrower or by any Guarantor to any Borrower (provided that any Intercompany Loan hereunder shall be evidenced by and funded under an Intercompany Note encumbered pursuant to the appropriate Collateral Documents), provided that at the time any such transaction loan, advance or investment is entered into for risk management purposes made (before and not for speculative purposes; (d) Investments in Mortgage Loans in the ordinary course of business; (e) so long as after giving effect thereto), no Default or Event of Default has occurred and is continuing or would result therefrom, joint ventures with financial institutions to facilitate the origination and sale of Mortgage Loanscontinuing; (ie) intercompany loans by the Company to MDI Acquisition Sub required to consummate the MDI Acquisition and the MDI Merger in accordance with the terms hereof, provided that such loans shall be evidenced by an Intercompany Note (secured by the MSC-MDI Secured Loan Documents) in form and substance acceptable to the Agent and pledged to the Agent for the benefit of the Banks pursuant to the Security Agreement, and nominal Investments in wholly-owned Subsidiaries (which are not Guarantors) required to form such Subsidiaries, made in compliance with this Agreement; (f) Intercompany Loans, Advances or advances Investments made on or after the Effective Date by any Credit Party to or in Borrower or any Domestic Subsidiary Guarantorto any Foreign Subsidiary (including any sales or transfers under 8.5(f) hereunder) in an aggregate amount at any time outstanding not to exceed $2,500,000; provided that at the time any such loan, advance or investment is made (before and (ii) intercompany loans or advances made by any Credit Party to or in any Non-Guarantor Subsidiary; (g) Investments in Subsidiaries (not otherwise expressly provided for in this Section 6.7after giving effect thereto); (h) Investments existing on the Effective Date which are otherwise not expressly provided for in this Section 6.7 and listed on Schedule 6.7 hereof; (i) Permitted Acquisitions; and (j) so long as , no Default or Event of Default has occurred and is continuing; (g) prior to Mechanical Dynamics becoming a Guarantor, intercompany loans by the Company to Mechanical Dynamics required to pay off any Debt of Mechanical Dynamics or to fund working capital in an aggregate amount for all such loans (at any time outstanding) not to exceed $5,000,000, provided that (i) such loans shall be evidenced by an Intercompany Note and secured by the MSC-MDI Secured Loan Documents in form and substance acceptable to the Agent and pledged to the Agent for the benefit of the Banks pursuant to the Security Agreement, (ii) the Company shall not amend, modify or terminate any of the MSC-MDI Secured Loan Documents without the prior consent of the Agent and (iii) such loans shall be fully secured by all assets of Mechanical Dynamics and assigned to the Agent and shall be on terms and conditions satisfactory to the Agent; (h) Investments in respect of Hedging Transactions; (i) 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; (j) loans and advances to employees, officers and directors of the Company or any of the Subsidiaries in connection with equity incentive arrangements; provided that the proceeds of such loans and advances are paid to the Company or any of the Subsidiaries, as applicable, in connection with such equity incentive arrangements and provided further that both at the time of and immediately after giving effect to any such Investment, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the aggregate amount of such Investment shall not exceed $5,000,000 over the term of this Agreement; (k) Permitted Acquisitions permitted pursuant to Section 8.4 (to the extent constituting Investments, loans or would result therefromadvances) and any loans, advances or Investments not otherwise expressly provided for made to complete the acquisitions permitted under clause (b) of Section 8.4; (l) Investments constituting deposits made in this Section 6.7 which are made connection with the purchase of goods or services in the ordinary course of business in an aggregate unpaid principal amount for such deposits not to exceed $500,000 at any one time; and (m) other Investments not described above in an amount not to exceed $5,000,000 at any one timeover the term of this Agreement. In valuing any Investments for the purpose of applying the limitations set forth in this Section 6.7 8.8 (except as otherwise expressly provided herein), such Investment shall be taken at the original cost thereof, without allowance for any subsequent write-offs or appreciation or depreciation, but less any amount repaid or recovered on account of capital or principal.

Limitation on Investments, Loans and Advances. Make any advance, loan, extension of credit or allow to remain outstanding capital contribution to, or purchase any Investment (whether such investment shall be of the character of investment in shares of stock, evidences of indebtedness bonds, notes, debentures or other securities of or otherwise) inany assets constituting a business unit of, or make any loans or advances toother investment in, any Person other than(an “Investment”), except: (a) Permitted Investments; (b) sales on open account extensions of trade credit in the ordinary course of business; (cb) Investments investments in respect of Hedge Agreements provided that such transaction is entered into for risk management purposes and not for speculative purposesCash Equivalents; (dc) Investments in Mortgage Loans in loans and advances to employees of the ordinary course of business; (e) so long as no Default Company or Event of Default has occurred its Subsidiaries for travel, entertainment and is continuing or would result therefrom, joint ventures with financial institutions to facilitate the origination and sale of Mortgage Loans; (i) intercompany loans or advances made by any Credit Party to or in Borrower or any Subsidiary Guarantor; and (ii) intercompany loans or advances made by any Credit Party to or in any Non-Guarantor Subsidiary; (g) Investments in Subsidiaries (not otherwise expressly provided for in this Section 6.7); (h) Investments existing on the Effective Date which are otherwise not expressly provided for in this Section 6.7 and listed on Schedule 6.7 hereof; (i) Permitted Acquisitions; and (j) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Investments not otherwise expressly provided for in this Section 6.7 which are made in the ordinary course of business relocation expenses in an aggregate unpaid principal amount for the Company and its Subsidiaries not to exceed $5,000,000 at any one time. In valuing time outstanding, provided that such loans and advances are in compliance with applicable laws; (d) (i) Investments by the Company in any Guarantor and Investments by Subsidiaries in the Company and in any Guarantor, (ii) Investments by Subsidiaries that are not Guarantors in Subsidiaries that are not Guarantors and (iii) Investments not otherwise permitted hereunder by the Company or the Guarantors in Subsidiaries that are not Guarantors, provided that the aggregate amount of all Investments (including Investments in such Subsidiaries in the nature of sales and transfers of assets (including, pursuant to a transaction permitted under subsection 8.5) to the extent made for less than fair market value and Guarantee Obligations pursuant to subsection 8.4) made in any fiscal year pursuant to this clause (e)(iii) shall not exceed $20,000,000; provided, further, that (x) up to 100% of any such amount if not so expended in the purpose fiscal year for which it is permitted, may be carried over for expenditure in the three succeeding fiscal years, and (y) the conversion of applying any Indebtedness owed to the limitations set forth Company or any Guarantor by any Subsidiary into equity of such Subsidiary shall not constitute an additional Investment in this Section 6.7 such Subsidiary by the Company or such Guarantor for purposes of the limitation contained in the immediately preceding proviso; (except e) Interest Rate Protection Agreements contemplated by subsection 7.11 and Foreign Currency Protection Agreements permitted hereunder; (f) loans by the Company or its Subsidiaries to their employees in connection with management incentive plans in an aggregate amount not to exceed $4,000,000 at any one time outstanding; (g) Investments in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers; (h) Investments made by the Company or any of its Subsidiaries as otherwise expressly provided hereina result of consideration received in connection with a sale of assets permitted under subsection 8.6; (i) Permitted Acquisitions; (j) other Investments in an aggregate amount not to exceed $40,000,000 at any one time outstanding; and (k) the Investments described in Schedule 8.9(k), such Investment shall be taken at the original cost thereof, without allowance for any subsequent write-offs or appreciation or depreciation, but less any amount repaid or recovered on account of capital or principal.