Common use of Limitation on Investments Clause in Contracts

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”), except: (a) extensions of trade credit in the ordinary course of business; (b) investments in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(b) and (e); (d) loans and advances to employees of the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower and its Subsidiaries not to exceed $5,000,000 at any one time outstanding; (e) Permitted Acquisitions; (f) (i) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c)) by the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to such investment, is a Subsidiary Guarantor; (ii) Investments by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assets; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; and (o) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o).

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”)Investment, except: (a) extensions of trade credit (or notes receivable arising from such grant) and deposits, advances, prepayments and other credits to suppliers or in connection with purchases of goods and services made in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or in connection with the bankruptcy or reorganization of suppliers or customers or in settlement of delinquent obligations of, or other disputes with, suppliers and customers, and other credits to suppliers in the ordinary course of business; (b) investments Investments in cash and Cash EquivalentsEquivalents or Investment Grade Securities (at the time of making such Investment); (c) Investments arising in connection with the incurrence of Indebtedness, Liens, fundamental changes, Dispositions, Restricted Payments and lending of Indebtedness sale/leaseback transactions permitted by Sections 6.2(b) 6.2, 6.3, 6.4, 6.5, 6.6 and (e)6.10, respectively; (d) loans and advances to employees of the Borrower or any Subsidiaries of the Borrower Investments in assets useful in the ordinary course of Borrower’s and the Restricted Subsidiaries’ business (including, without limitation, for travel, entertainment and relocation expensesAcquisitions) in an aggregate amount for made by the Borrower and its or any of the Restricted Subsidiaries not with the Net Cash Proceeds of any Asset Sale or Recovery Event reinvested pursuant to exceed $5,000,000 at any one time outstandingSection 2.10; (e) Permitted Acquisitions; (f) (i) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c6.7(c)) by the Borrower or (i) any of its Subsidiaries NM Group Member in the Borrower or any Person that, at the time of, or prior to to, or as a result of, such investmentInvestment, is a Subsidiary Guarantor; Guarantor and (ii) Investments by any Restricted Subsidiary that is not (other than a Subsidiary Guarantor to Guarantor) in any other Restricted Subsidiary that is not (other than a Subsidiary Guarantor; and ); (iiif) equity Investments by owned as of the Borrower or any Subsidiary Guarantor Closing Date in any Subsidiary that is not a Subsidiary Guarantor and Investments made after the Closing Date in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total AssetsBorrower and any Guarantor; (g) any Permitted Acquisitions; (h) Investments received (i) in compromise any Securities received in satisfaction or resolution partial satisfaction thereof from financially troubled account debtors, (i) received upon the foreclosure or enforcement of any Lien in favor of a Loan Party or its Subsidiaries and (xiii) obligations comprised of trade creditors or customers that were incurred deposits, prepayments and other credits to suppliers made in the ordinary course of business of the Borrower or any of its and the Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing intercompany loans to the extent permitted under Section 6.2(b) and other Investments in Restricted Subsidiaries of the Borrower or which are not Loan Parties; provided that such Investments (including through intercompany loans and any Subsidiary if created or acquired acquisitions permitted under this Section 6.7) in Subsidiaries of the ordinary course of business and payable or dischargeable in accordance with customary trade termsBorrower other than the Loan Parties shall not exceed at any time an aggregate amount $5,000,000; (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance Specified Hedge Agreements and other similar deposits made Hedge Agreements (including Interest Rate Agreements or Currency Agreements), in the ordinary course of business by the Borrower of any of its Subsidiarieseach case which constitute Investments; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; and (o) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value)Investments, when taken together with all other Investments made pursuant to this clause (ok) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the that time outstanding, not to exceed an amount equal to (as of the sum date such Investment is made) the greater of (ia) $200,000,000 plus 15,000,000 and (iib) any amount attributable to Excluded Issuances 1.50% of Total Assets; (l) Investments (not constituting an Acquisition) held by a Subsidiary after the Closing Date less or by the Borrower or any Restricted Subsidiary of the Borrower in a Person, if as a result of such Investment (i) such Person becomes a Guarantor or (ii) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys all or substantially all of its assets, or a business line or unit or a division of such Person, to, or is liquidated into, the Borrower or a Guarantor; (m) any Investment in securities or other assets not constituting Cash Equivalents, promissory notes and other non-cash consideration and received in connection with a Disposition permitted by this Agreement; (n) guarantees of Indebtedness of the Borrower or a Restricted Subsidiary permitted under Section 6.2, performance guarantees and contingent obligations incurred in the ordinary course of business and the creation of Liens on the assets of the Borrower or any Restricted Subsidiary in compliance with Section 6.3; (o) Investments in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection of deposit and Article 4 customary trade arrangements with customers consistent with past practices; (p) advances, loans or extensions of trade credit in the ordinary course of business by the Borrower or any Restricted Subsidiary and any leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business of the Borrower and the Restricted Subsidiaries, taken as a whole, or (ii) secure any Indebtedness; (q) any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with the provisions of Section 6.9 (except transactions described in clause (f) of Section 6.9); (r) (i) Investments described in Schedule 6.7(r) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the Closing Date by any NM Group Member in any NM Group Member and any modification, renewal or extension thereof; provided that the amount of any Investment permitted pursuant to this Section 6.7(r) is not increased from the amount of such Excluded Issuances that have been used after Investment on the Closing Date except (A) by capitalized amounts related to make any Investments unpaid accrued interest and premium, (B) pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making terms of such Investment as of the Closing Date or (C) as otherwise permitted by this Section 6.7; (s) Investments in negotiable instruments deposited or to be deposited for collection in the ordinary course of business; (t) deposits of cash made in the ordinary course of business to secure performance of operating leases, (u) non-cash loans to employees, officers, and directors of Holdings or any of its Subsidiaries for the purpose of purchasing Stock in Holdings so long as the proceeds of such loans are used in their entirety to purchase such stock in Holdings, (v) advances to employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business and advances in the ordinary course of business that would be recorded as accounts receivable of such Person becomes a Subsidiary after in accordance with GAAP, in an aggregate amount not to exceed $500,000 at any time outstanding; and (w) subject to (i) the delivery of the applicable Excess Cash Flow calculation pursuant to Section 5.2(d) and (ii) compliance with the Payment Conditions, the Borrower may make Investments in an aggregate amount not to exceed the Available Amount as of such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o).

Limitation on Investments. Make after the Closing Date or commit to make any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase of any Capital Stockstock, bonds, notesnote, debentures debenture or other debt securities security of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, such transactions being herein called “Investments”), except:except (to the extent not otherwise prohibited hereunder): (a) extensions of trade credit in the ordinary course of business; (b) investments Investments in Cash Equivalents; (cb) Investments arising extensions of credit in connection with the incurrence sale of land which do not exceed in the aggregate at any one time outstanding an amount equal to two and lending one-half percent (2.5%) of Indebtedness permitted by Sections 6.2(b) Consolidated Tangible Net Worth, and (e)which have a maximum maturity of five years; (dc) loans and advances to officers and employees of the Borrower or any Subsidiaries of the Borrower Borrower’s Subsidiaries, to other Persons in the ordinary course of business (includingor as permitted by the code of regulations of Borrower, without limitation, for travel, entertainment and relocation expenses) which do not exceed in an the aggregate amount for the Borrower and its Subsidiaries not to exceed $5,000,000 2,000,000 at any one time outstanding; (d) any Investments in the Subsidiaries identified in Schedule 3 hereto or any other Subsidiary that becomes a Guarantor in accordance with the terms hereof; (e) Permitted Acquisitionsany Investment in Joint Venture, the aggregate cost of which, as determined in accordance with GAAP excluding, however, Borrower’s or Borrower’s Subsidiaries’ equity in the undistributed earnings or losses in each such Joint Venture, does not at any one time outstanding exceed fifteen percent (15%) of Consolidated Tangible Net Worth; provided, however, that with respect to each such Joint Venture, Borrower shall have at least a 20% ownership interest in such Joint Venture and all decisions with respect to the management and control of each such Joint Venture’s business (other than decisions with respect to development of undeveloped land owned by such Joint Venture) shall require the consent and approval of Borrower; and provided, further, however, that no such Investment may be made if it causes or results (singly or with other actions or events) in (i) any violation of any other covenant or condition hereof or (ii) any other Default or Event of Default; (f) (i) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c)) by the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to such investment, is a Subsidiary Guarantor; (ii) Investments by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assets; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) first mortgage loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of M/I Financial Corp.’s business to natural persons for the purchase of residential real property; (g) second mortgage loans made in the ordinary course of M/I Financial Corp.’s business to natural persons for the purchase of residential real property, provided that such second mortgage loans shall be made only in connection with a specific financing program to natural persons who have a first mortgage loan from M/I Financial Corp. with respect to the same real property; (h) any first mortgage loan made in the ordinary course of M/I Financial Corp.’s business to natural persons for the purpose of refinancing an existing first mortgage loan; (i) Investments by M/I Financial Corp. in the Borrower stock of any Xxxxxx Xxx to the extent required for M/I Financial Corp. to sell mortgages to Xxxxxx Mae; (j) Investments by M/I Financial Corp. in the ordinary course of its Subsidiariesbusiness in standard instruments hedging against interest rate risk incurred in the origination and sale of mortgage loans, in each case matching a hedging instrument or instruments to specific mortgages or specific groups of mortgages, but in no event including investments in futures contracts, options contracts or other derivative investment vehicles acquired as independent investments; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not in, advances to, and Contingent Obligations related to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during obligations of, the term hereof;M/I Ancillary Businesses; and (l) Investments consisting other Investments, not specifically listed in items (a) through (k) of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior this subsection 7.6, directly related to the time of the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; and (o) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)Borrower’s business.

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”), except: (a) extensions of trade credit in the ordinary course of business; (b) investments Investments in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(bSection 7.2(b) and (e); (d) loans and advances to employees of the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expensesexpenses and excluding advances made to employees in the form of federal income tax withholding payments paid by the Borrower or any of its Subsidiaries) in an aggregate amount for the Borrower and its Subsidiaries of the Borrower not to exceed $5,000,000 10,000,000 at any one time outstanding; (e) Permitted Acquisitions; (f) (i) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c7.7(c)) by the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to such investmentinvestment or immediately after giving effect thereto, is a Subsidiary Guarantor; Guarantor and (ii) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 7.7(c)) by any Subsidiary that is not a Subsidiary Guarantor to Loan Party in any other Subsidiary that is not a Subsidiary Guarantor; and (iii) Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assets; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefromLoan Party; and (of) other Other Investments in if at the time of making any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without after giving effect thereto the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated on a pro forma basis giving effect to subsequent changes such Investment and (x) removing the financial results that would otherwise be included in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount such calculations in respect of any Property Disposed of after such Excluded Issuances that have been used after the Closing Date date and on or prior to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and (y) including the financial results that would otherwise be excluded in such Person becomes a Subsidiary calculations in respect of any Property acquired after such datedate and on or prior to the date of making such Investment, would not exceed 6.50 to 1.00 (both before and after giving effect to such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (oInvestment).

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”), except: (a) extensions of trade credit in the ordinary course of business; (b) investments Investments in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(bSection 7.2(b) and (e); (d) loans and advances to employees of the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower and its Subsidiaries of the Borrower not to exceed $5,000,000 2,000,000 at any one time outstanding; (e) Permitted AcquisitionsInvestments in assets useful in the Borrower’s business made by the Borrower or any of its Subsidiaries with the proceeds of any Reinvestment Deferred Amount; (f) (i) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c7.8(c)) by the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to such investmentInvestment, is a Subsidiary Guarantor; (ii) Investments , or by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; (g) Investments consisting of prepaid expenses made in the ordinary course of business; (h) Investments consisting solely of appreciation in value of Investments permitted under this Section 7.8; (i) Acquisitions permitted by Section 7.4(a) and (b) and Investments resulting from any transaction permitted by Section 7.5(d); (j) Investments as a result of the receipt of non-cash consideration in the settlement of any litigation or claims; (k) Acquisitions by the Borrower of Holdings Common Stock in connection with the redemption of Borrower Membership Units by a member of the Borrower (other than Holdings) in accordance with Article 9 of the Borrower LLC Operating Agreement; (l) Acquisitions by the Borrower or any of its Subsidiaries (each a “Permitted Acquisition”); provided that (i) immediately prior to and after giving effect to such Permitted Acquisition, no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) each applicable Loan Party and any newly created or acquired Subsidiary shall, or will within the times specified therein, have complied with the requirements of Section 6.10, (iii) such Acquisition is of a Person or ongoing business in a line of business in which the Borrower and its Subsidiaries is permitted to engage pursuant to Section 7.15, (iv) if such Permitted Acquisition is a Material Permitted Acquisition, after giving effect thereto on a pro forma basis, the Consolidated Net Senior Secured Leverage Ratio shall be less than or equal to 6.50 to 1.00 and (v) the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this Section 7.8(l) have been satisfied or will be satisfied on or prior to the consummation of such Permitted Acquisition and disclosing any Indebtedness assumed in connection with such Permitted Acquisition as permitted by Section 7.2(m); (m) Investments consisting of endorsements for collection or deposit in the ordinary course of business; (n) Investments consisting of indemnification obligations to the respective officers, directors and managers of the Borrower and any of its Subsidiaries to the extent required under the organizational documents of the Borrower or such Subsidiary, as applicable; (o) Investments resulting from the creation of new Subsidiaries of the Borrower as otherwise permitted hereunder; provided that the Borrower shall comply with Section 6.10 in connection therewith; (p) Investments consisting of payments required to be made pursuant to any Hedge Agreement; (q) Investments consisting of loans and advances to Holdings made in lieu of (but not in addition to) the Restricted Payments permitted to be made pursuant to Sections 7.6(c) through (f) and 7.6(i); (r) Investments consisting of advances to Georgia Theater Company-II in connection with dispositions permitted under Section 7.5(h); (s) Investments arising from the Borrower or any of its Subsidiaries offering such concessionary trade terms, or from receiving such Investments, in connection with the bankruptcy or reorganization of their respective suppliers or customers or the settlement of disputes with such customers or suppliers arising in the ordinary course of business, as management deems reasonable; (t) in addition to Investments otherwise expressly permitted by Sections 7.8(a) through (s), Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor of its Subsidiaries in an aggregate amount (valued at cost) not to exceed $25,000,000 during the greater or $50,000,000 or 2.00% term of Consolidated Total Assets;this Agreement; and (g) any Investments received (iu) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of addition to Investments otherwise expressly permitted by this Section, Investments by the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon Subsidiaries made after the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans by the Borrower Amendment No. 2 Effective Date in an aggregate principal amount (valued at cost) not exceeding to exceed $5,000,000 to employees 15,000,000 in any fiscal year; provided, that in one fiscal year of the Borrower or its Subsidiaries to finance during the sale term of this Agreement, at the Borrower’s Capital Stock by sole option, the Borrower shall be permitted to such employees; make additional Investments under this clause (iu) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments $25,000,000 in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; and (o) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date fiscal year less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment Dispositions made pursuant to this clause (o) is made the proviso set forth in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (oSection 7.5(n).

Limitation on Investments. Make after the Closing Date or hold any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”)Investment, except: (a) extensions of trade credit (or notes receivable arising from such grant) and deposits, prepayments and other credits to suppliers made in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or in connection with the bankruptcy or reorganization of suppliers or customers or in settlement of delinquent obligations of, or other disputes with, suppliers and customers, and other credits to suppliers in the ordinary course of business; (b) investments Investments in assets that were Cash EquivalentsEquivalents at the time such Investments were made; (c) Investments arising in connection with the incurrence of Indebtedness, Liens, fundamental changes, Dispositions, Restricted Payments and lending of Indebtedness sale/leaseback transactions permitted by Sections 6.2(b6.2, 6.3, 6.4, 6.5 (other than Section 6.5(b)), 6.6 (other than Section 6.6(f)) and (e)6.11, respectively; (d) loans and advances Investments (other than those relating to employees the incurrence of Indebtedness permitted by Section 6.8(c)) by (i) any LNG Group Member in the Borrower or any Subsidiaries of Person that, at the Borrower in time of, prior to or immediately following the ordinary course of business consummation of, such Investment, is a Subsidiary Guarantor, and (including, without limitation, for travel, entertainment and relocation expensesii) any Subsidiary (other than a Subsidiary Guarantor) in an aggregate amount for the Borrower and its Subsidiaries not to exceed $5,000,000 at any one time outstandingother Subsidiary (other than a Subsidiary Guarantor); (e) Permitted Acquisitions; (f) (i) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c)) by the Borrower or any of its Subsidiaries Subsidiary Guarantor in the Borrower or any Person that, prior to such investment, is other Subsidiary (other than a Subsidiary Guarantor; ) (iii) not to exceed $750,000 at any time outstanding; (f) [Reserved]; (g) so long as no Excess Cash Restriction Period shall be continuing, loans to any employee of the Borrower and/or its Subsidiaries, not to exceed an aggregate principal amount of $250,000 at any one time outstanding; (h) [Reserved]; (i) Investments by existing or contemplated on the Closing Date and set forth on Schedule 6.8(i) and any Subsidiary modification, replacement, renewal, reinvestment or extension thereof; provided that the amount of any Investment permitted pursuant to this Section 6.8(i) is not increased from the amount of such Investment on the Closing Date except (A) by capitalized amounts related to unpaid accrued interest and premium, (B) pursuant to the terms of such Investment as of the Closing Date or (C) as otherwise permitted by this Section 6.8; (j) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 6.5; (k) after the Plant Completion Date and so long as no Excess Cash Restriction Period shall be continuing, Permitted Acquisitions; (l) Investments held by a Subsidiary Guarantor to any other Subsidiary that is not acquired after the Closing Date or of a Subsidiary Guarantor; and (iii) Investments by Person merged, amalgamated or consolidated with or into the Borrower or any Subsidiary Guarantor in accordance with Section 6.4 to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation; (m) Guaranties by any Subsidiary LNG Group Member of leases (other than Capital Leases) or other obligations that is do not a Subsidiary Guarantor constitute Indebtedness, in each case entered into in the ordinary course of business; (n) Investments consisting of Hedge Agreements not entered into for speculative purposes but to protect against changes in interest rates, commodity prices, foreign exchange rates, volumes or quantities in accordance with prudent industry practice; (o) after the Plant Completion Date and so long as no Excess Cash Restriction Period shall be continuing, Investments in Unrestricted Subsidiaries and joint ventures in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assets5,000,000 at any one time outstanding; (gp) any after the Plant Completion Date and so long as no Excess Cash Restriction Period shall be continuing, Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior as of such date to the time of the making of such Investmentextent Not Otherwise Applied; provided that at the time of, and immediately following, such Investment, no Default or Event of Default has occurred and is continuing or would result therefromshall exist; and (oq) so long as no Excess Cash Restriction Period shall be continuing, other Investments by any LNG Group Member in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect amount not to subsequent changes in value)exceed 1.0% of Total Assets, when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are determined at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such dateis made, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)at any time outstanding.

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty guarantee or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”), except: (a) extensions of trade credit in the ordinary course of business; (b) investments Investments in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(b7.2(b), (e), (k) (and any Investment consisting of equity interests arising upon the conversion to equity of any Indebtedness permitted by Section 7.2(k)) and (ep) and any guarantee permitted by Section 7.2(a), (g), (m), (n), (q), (r), (s), (t), (u), (v), (w), (x), (y) or (z), or any pledge or deposit permitted under Section 7.3(c) or (d); (d) loans and advances to employees of Investments in assets useful in the Borrower’s or a Class I Restricted Subsidiary’s business (other than inventory) made by the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower and its Subsidiaries not to exceed $5,000,000 at with the proceeds of any one time outstandingReinvestment Deferred Amount; (e) Permitted Acquisitions; (f) (i) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c7.8(c)) by the Parent, any Intermediate Holdco, the Borrower or any of its Restricted Subsidiaries in the Borrower or any Person that, prior to such investmentInvestment, is a Subsidiary Guarantor; Guarantor or an Intermediate Holdco; (f) equity interests acquired by the Borrower or any Restricted Subsidiary in a Person engaged in the indoor motion picture exhibition business if (i) such Person’s theaters are managed by the Borrower or such Restricted Subsidiary, (ii) Investments by any Subsidiary such equity interest is acquired solely in exchange for services rendered in connection with the management of such Person’s theaters, (iii) the board of directors of the Borrower determines that such acquisition is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; in the best interests of the Borrower and (iiiiv) promptly after the acquisition of such equity interests, such equity interests are pledged to the Administrative Agent for the benefit of the Secured Parties to the extent required by Section 6.9; (g) loans and advances to employees of the Parent, any Intermediate Holdco, the Borrower or any of the Class I Restricted Subsidiaries in the ordinary course of business (including for travel and entertainment expenses) in an aggregate amount not to exceed $1,000,000 at any one time outstanding; (h) Investments by the Borrower or any Subsidiary of its Class I Restricted Subsidiaries in Unrestricted Subsidiaries, non-Guarantor in any Subsidiary Class I Restricted Subsidiaries, Class II Restricted Subsidiaries, partnerships, joint ventures and other entities that is are not a Subsidiary Guarantor Guarantors in an amount not to exceed the greater Applicable Amount at the time of, and immediately prior to the making of, any such Investment; provided that, (i) any such amounts invested in any entity that is not a Subsidiary and the primary business of which is not a Permitted Business shall not exceed $100,000,000 in the aggregate at any one time outstanding (measured at the time each such Investment is made and without giving effect to subsequent changes in value) during the term of this Agreement and (ii) immediately prior to and after giving effect to such Investment under this paragraph (h), no Default or $50,000,000 Event of Default shall have occurred and be continuing; and provided further that (x) transfers by the Borrower or 2.00% the Class I Restricted Subsidiaries to any Unrestricted Subsidiary of Consolidated Total Assetsfee-owned property in connection with the incurrence by such Unrestricted Subsidiary of Non-Recourse Debt secured by such fee-owned property, as contemplated by Section 7.2(h)(i)(B), (y) Investments in Brazilco by any Unrestricted Subsidiary that is subsequently designated as a Class I Restricted Subsidiary, and (z) Investments in Unrestricted Subsidiaries and CFC Holdcos consisting of the Capital Stock of an Unrestricted Subsidiary or a CFC Holdco in each case shall not constitute Investments for purposes of determining the Applicable Amount; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of Investments by the Borrower or any of its SubsidiariesClass I Restricted Subsidiaries in Permitted Acquisitions, including pursuant provided that, (A) to any plan the extent such Investment results in the creation or acquisition of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees a Subsidiary of the Borrower or its Subsidiaries to finance the sale (other than an Excluded Foreign Subsidiary of the Borrower’s Capital Stock by the Borrower Class I Restricted Subsidiary so acquired), such Subsidiary must be a Class I Restricted Subsidiary and (B) immediately prior to and after giving effect to such employees; (i) receivables owing to the Borrower Permitted Acquisition, no Default or any Subsidiary if created or acquired in the ordinary course Event of business Default shall have occurred and payable or dischargeable in accordance with customary trade termsbe continuing; (j) any Investment in any Person to the extent such Investment consists of prepaid expensesInvestments permitted by Sections 7.5(b), negotiable instruments held for collection 7.5(f), 7.5(h), 7.6 and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries7.16; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereofRave Acquisition; (l) Investments consisting in Subsidiaries of Hedging Obligationsthe Borrower resulting from (i) purchases of minority interests in such Subsidiaries in exchange for the Parent’s common stock and (ii) guarantee obligations set forth in the Loan Documents; (m) Investments by the AcquisitionBorrower or any of its Class I Restricted Subsidiaries consisting of refundable construction advances made with respect to the construction of motion picture exhibition theatres in the ordinary course of business; (n) Investments in an amount that does not exceed by the Available Amount immediately prior to the time Borrower or any of its Class I Restricted Subsidiaries consisting of the making licensing or contribution of such Investment; provided that no Default Intellectual Property pursuant to joint marketing arrangements; (o) Investments by the Borrower or Event any of Default has occurred its Class I Restricted Subsidiaries received in connection with the bankruptcy or reorganization of or settlement of, delinquent accounts and is continuing disputes with or would result therefromjudgments against, customers and suppliers, in each case in the ordinary course of business; and (op) other Investments in any Person having DCIP in an aggregate Fair Market Value amount (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to exceed, at any one time outstanding during the sum term of (i) this Agreement, $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)100,000,000.

Limitation on Investments. Make after The Credit Parties, subject to the Closing Date Order and any other order of the Bankruptcy Court, will not, and will not permit any of their respective Restricted Subsidiaries to, make any advance, loan, extension extensions of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stockstock, bonds, notes, debentures or other debt securities of, of or any assets constituting an ongoing business fromof, or make any other investment Investment in, any other Person (all of the foregoing, “Investments”)Person, except: (a) extensions of trade credit and asset purchases in the ordinary course of business; (b) investments in Cash EquivalentsPermitted Investments; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(b) and (e); (d) loans and advances to officers, directors and employees of the Borrower or any of its Subsidiaries for reasonable and customary business related travel, entertainment, relocation and analogous ordinary business purposes in an aggregate principal amount at any time outstanding under this clause (c) not exceeding $2,500,000; (d) Investments existing or contractually committed on the Signing Date and listed on Schedule 10.5 to this Agreement and any extensions, renewals or reinvestments thereof, so long as the aggregate amount of all Investments pursuant to this clause (d) is not increased at any time above the Borrower amount of such Investments existing on the Signing Date; (e) Investments received in connection with the bankruptcy or reorganization of suppliers or customers and in settlement of delinquent obligations of, and other disputes with, customers arising in the ordinary course of business business; (includingf) [reserved]; (g) Investments in (i) any Subsidiary Guarantor or the Borrower; (ii) Restricted Subsidiaries that are not Guarantors, without limitationin the case of this clause (g)(ii), for travel, entertainment and relocation expenses) in an aggregate amount for not to exceed (x) in the Borrower case of Government Business Subsidiaries, $15,000,000 at any one time outstanding and its (y) in the case of all other Restricted Subsidiaries that are not Guarantors, $20,000,000 in the aggregate at any one time outstanding; and (iii) any Unrestricted Subsidiary that is made by Restricted Subsidiaries that are not Guarantors, in the case of this clause (g)(iii), in an aggregate amount not to exceed $5,000,000 10,000,000 at any one time outstanding; (eh) Permitted Acquisitions[reserved]; (f) (i) [reserved]; (j) Investments (constituting non-cash proceeds of sales, transfers and other than those relating dispositions of assets to the incurrence of Indebtedness extent permitted by Section 6.8(c10.4(b) or (c)) by the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to such investment, is a Subsidiary Guarantor; (ii) Investments by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assets; (gk) any [reserved]; (l) Investments received permitted under Section 10.6; (im) [reserved]; (n) Investments constituting advances in compromise or resolution the form of (x) obligations a prepayment of trade creditors or customers that expenses, so long as such expenses were incurred in the ordinary course of business and are being paid in accordance with customary trade terms of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgmentssuch Subsidiary; (ho) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower extent constituting Investments, any payments under any contracts to construct, launch, operate or any Subsidiary if created or acquired insure Satellites which contracts are entered into in the ordinary course of business and payable or dischargeable in accordance with customary trade termsbusiness; (jp) any Investment loans and advances for purposes for which a dividend is otherwise permitted pursuant to Section 10.6, including, without limitation dividends of the type contemplated in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its SubsidiariesSection 10.6(j); (kq) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof[reserved]; (lr) Investments consisting of Hedging Obligations[reserved]; (ms) the Acquisition; (n) other Investments in an amount that does not exceed the Available Amount immediately prior of up to $350,000,000 at any one time outstanding; provided, that, to the time of the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; and (o) other Investments in extent any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (or) or clause (i)(ii) of the definition of “constitutes an Acquisition, such Investment shall be a Permitted Acquisition” that are at the time outstanding; provided further that, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any no Investments pursuant to this clause (or) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is may be made in any Restricted Subsidiary that is not a Guarantor unless such Investment is to facilitate an Acquisition or to make an Investment in an Acquired Person or its Subsidiaries; (t) [reserved]; (u) Investments subject to and permitted under Section 10.3; (v) Investments constituting Guarantee Obligations permitted under Section 10.1(A)(e); and (w) Guarantee Obligations of Borrower and any Guarantor in respect of any Permitted Refinancing Indebtedness in respect thereof. Notwithstanding the foregoing, no Investments may be made, on and after the Signing Date, to (i) any Unrestricted Subsidiary (other than pursuant to Section 10.5(g)(iii)) or (ii) any License Subsidiary that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)Guarantor.

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “"Investments”"), except: (a) extensions of trade credit by Regal and Restricted Subsidiaries of Holdings in the ordinary course of business; (b) investments Investments by Regal and Restricted Subsidiaries of Holdings in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(b) and (eSection 7.2(b); (d) loans and advances to employees of the Borrower Holdings or any of its Restricted Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower Regal and its Restricted Subsidiaries not to exceed $5,000,000 2,000,000 at any one time outstanding; (e) Permitted Acquisitions;[Intentionally Omitted.] (f) Acquisitions by Holdings or any of its Restricted Subsidiaries of Persons or ongoing businesses (including, without limitation, an operating theatre)(each a "Permitted Acquisition"); provided that (A) each such Permitted Acquisition is of a Person or ongoing business in a line of business in which the acquiror is permitted to engage pursuant to Section 7.15; (B) any Person or ongoing business so acquired becomes a Restricted Subsidiary and a Guarantor under the Guarantee and Collateral Agreement and the other requirements of Section 6.10 are satisfied within the applicable time periods set forth therein; and (C) after giving effect to each such Permitted Acquisition, Holdings and its Restricted Subsidiaries shall be in pro forma compliance with the covenants and agreements set forth in this Agreement provided that, for purposes of determining compliance with this clause (C), each financial covenant in Section 7.1 of this Agreement will be deemed to be 25 basis points more restrictive to Holdings and its Restricted Subsidiaries than the ratios set forth in such Section 7.1. In connection with any Permitted Acquisition, the Borrowers may, with the prior written consent of the Arrangers (such consent not to be unreasonably withheld or delayed), (i) supplement the Schedules to this Agreement and the Guarantee and Collateral Agreement to reflect the assets and liabilities acquired pursuant to such Permitted Acquisition and (ii) specify additional qualifications to the representations and warranties contained in this Agreement and the Guarantee and Collateral Agreement that cannot be implemented through such update of schedules; it being understood that such supplement and additional qualifications shall apply each time that the representations and warranties in this Agreement or the other Loan Documents are made or deemed made by a Loan Party on or after the date of the Permitted Acquisition; (g) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c7.8(c)) by the Borrower Holdings or any of its respective Restricted Subsidiaries in the Borrower Regal or any Person that, prior to such investmentInvestment, is a Wholly Owned Subsidiary Guarantor; (h) loans to Regal by Holdings under the Regal-Holdings Notes and the Additional Regal-Holdings Notes; provided that such Regal-Holdings Notes and Additional Regal-Holdings Notes (i) are validly pledged as Collateral for the Obligations under this Agreement and the other Loan Documents and (ii) Investments reflect all amounts loaned to Regal by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and Holdings; (iiii) Investments by the Borrower Holdings or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor of its Restricted Subsidiaries in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assets; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred 100,000,000 in the ordinary course aggregate during the term of business this Agreement in UA and/or RCM while they are Affiliates or Unrestricted Subsidiaries of Regal or Holdings; provided that any such investment in RCM shall, without duplication, reduce on a dollar-for-dollar basis the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans $100,000,000 Capital Expenditure amount permitted by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade termsSection 7.7(b); (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business Investments by the Borrower of Holdings or any of its SubsidiariesRestricted Subsidiaries in an amount not to exceed an amount necessary in order to (i) purchase all outstanding UA Pass-Through Certificates or repay the full outstanding principal amount, accrued interest and any penalty on the UA Pass-Through Certificates and (ii) purchase the equity interest in the trust that is the issuer of such UA Pass-Through Certificates; provided that (A) UA simultaneously becomes (x) a Restricted Subsidiary of Regal or any of its Restricted Subsidiaries and (y) a Guarantor under the Guarantee and Collateral Agreement and (B) the other applicable requirements of Section 6.10 are satisfied within the applicable time periods set forth therein; (k) Investments obtained as consideration by Holdings or any of its Restricted Subsidiaries in existing Unrestricted Subsidiaries or for the acquisition of new Subsidiaries that will constitute Unrestricted Subsidiaries, in each case, to the extent that Holdings could make a Disposition Restricted Payment of property permitted the same amount pursuant to Section 7.6 (it being understood that any such Investment shall, without duplication, reduce dollar-for-dollar the amount available for Restricted Payments under Section 6.5 7.6); (l) the creation of new Subsidiaries with nominal capitalization, subject to all of the other provisions of this Agreement; and (m) Investments made as a result of the receipt of non-cash consideration from any Disposition made in an aggregate amount not to exceed accordance with Section 7.5; provided, that in no event shall such non-cash consideration constitute more than 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior to the time of the making of connection with such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; and (o) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)Disposition.

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “"Investments”"), except: (a) extensions of trade credit in the ordinary course of business; (b) investments in Cash Equivalents; (c) Investments arising made by (i) the Borrower in connection any Subsidiary Guarantor; (ii) DOC or any Subsidiary Guarantor in the Borrower or any Subsidiary Guarantor that is a Subsidiary Guarantor before making such Investment, (iii) DOC or any of its Subsidiaries in any other Subsidiary of DOC not to exceed (with the incurrence respect to Investments made pursuant to this clause (c)(iii)) $5,000,000 at any one time outstanding and lending of Indebtedness (iv) as an intercompany loan or Guarantee Obligation which is otherwise permitted by Sections 6.2(b) and 7.2(b), (e) or (g); (d) loans and advances to employees of the Borrower or any of its Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, including for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower and its Subsidiaries not to exceed $5,000,000 1,000,000 at any one time outstanding; (e) Permitted Acquisitions; (f) , the Purchase Price of which shall not exceed (i) Investments with respect to any Permitted Acquisitions which are Permitted Asset Swaps, in aggregate, (other than those relating to x) $225,000,000 in any fiscal year of DOC (provided that the incurrence of Indebtedness permitted by Section 6.8(c)) by the Borrower or any of its Subsidiaries Maryland/Michigan Swap shall be deemed consummated in the Borrower or any Person thatfiscal year of DOC ended December 31, prior to such investment, is a Subsidiary Guarantor; 2003 for the purposes of the foregoing dollar limitation) and (y) $475,000,000 during the term of this Agreement and (ii) Investments with respect to all other Permitted Acquisitions, (x) $40,000,000 individually, (y) $80,000,000 in aggregate in any fiscal year of DOC and (z) $200,000,000 in aggregate during the term of this Agreement; provided that any Permitted Acquisition financed with (A) the proceeds of a capital contribution made by any Subsidiary that is not the Parent to DOC and its Subsidiaries for the purposes of consummating such Permitted Acquisition (and so applied within 90 days of the Parent making such capital contribution) or (B) the cash portion of the consideration received pursuant to a Subsidiary Guarantor to Permitted Asset Swap or any other Subsidiary Disposition of Cellular/PCS Assets (to the extent that such cash is not a Subsidiary Guarantor; and (iii) Investments used within 12 months of receipt by DOC, the Borrower or any Subsidiary Guarantor in consummating a Permitted Acquisition of Cellular/PCS Assets), shall not be subject to the foregoing dollar limitations set forth in this clause (e); and (f) Investments (other than pursuant to Permitted Asset Swaps) in assets useful in DOC's and its Subsidiaries' business made by DOC or any of its Subsidiaries with the proceeds of any Reinvestment Deferred Amount provided that such Investments made by a Subsidiary that of DOC which is not a Subsidiary Guarantor in an amount not shall only be permitted to exceed be made with the greater or $50,000,000 or 2.00% proceeds of Consolidated Total Assets; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its SubsidiariesReinvestment Deferred Amounts which are directly owned by, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; and (o) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such dateto, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)Subsidiary.

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”), except: (a) extensions of trade credit in the ordinary course of business; (b) investments in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(b) and (e); (d) loans and advances to employees of the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower and its Subsidiaries not to exceed $5,000,000 2,000,000 at any one time outstanding; (e) Permitted Acquisitions; (f) (i) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c)) by the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to such investment, is a Subsidiary Guarantor; (ii) Investments by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assets; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 3,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (l) Investments consisting of Specified Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; and (om) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (om) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition10,000,000; provided that, that if an Investment made pursuant to this clause (om) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (om).

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “"Investments”"), except: (a) extensions of trade credit in the ordinary course of business, including Accounts Receivable; (b) investments in cash and Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(bSection 7.2(b) and (e); (d) loans and advances to employees of Holdings, the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for Holdings, the Borrower and its Subsidiaries of the Borrower not to exceed $5,000,000 500,000 at any one time outstanding; (e) Permitted AcquisitionsInvestments by Holdings in the Borrower and the Subsidiary Guarantors; (f) Investments existing on the date hereof and listed on Schedule 7.8; (ig) Investments in assets useful in the Borrower's or its Subsidiaries' business (including through Acquisitions or Subsidiary Acquisitions) made by the Borrower or any of its Subsidiaries with the proceeds of any Reinvestment Deferred Amount; (h) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c7.8(c)) by Holdings, the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to such investment, is a Subsidiary Guarantor; ; (i) Acquisitions and other Investments by the Borrower and the Subsidiary Guarantors (other than Alliance Laundry Corporation) (including, without limitation, Investments by the Borrower and the Subsidiary Guarantors in Subsidiaries that are not Subsidiary Guarantors), provided that (i) (A) the aggregate consideration (including assumed Indebtedness, but excluding consideration in the form of Capital Stock of Holdings) for all such Acquisitions after the Effective Date shall not exceed the sum of (x) $30,000,000 and (y) the then unused Permitted Expenditure Amount at such time, (B) if any Consolidated Senior Debt is incurred in connection with any such Acquisition (1) after giving effect to such Acquisition on a pro forma basis as if such Acquisition has occurred on the first day of the most recent period of four consecutive fiscal quarters, the Consolidated Senior Debt Leverage Ratio on the last day of such period would not have been greater than 3.75 to 1.0 and (2) the Borrower shall have obtained the prior written consent of the Agents and the Required Lenders to the extent required pursuant to the proviso at the end of Section 7.2, (C) prior to the consummation of any such Acquisition, the Administrative Agent shall have received a certificate of a Responsible Officer setting forth the calculations required to determine compliance with clauses (A) and (B) above and certifying that the conditions set forth in this Section 7.8(i) have been satisfied and (D) no Default or Event of Default shall have then occurred and be continuing or would result therefrom and (ii) after giving effect to any such Investment (other than an Acquisition), the aggregate outstanding or unreturned amount (including the aggregate consideration (including assumed Indebtedness) for all Subsidiary Acquisitions, but excluding any consideration in the form of Capital Stock of Holdings) of all such Investments (other than Acquisitions) (including Investments in the nature of sales and transfers of assets for less than fair market value and Guarantee Obligations permitted by Section 7.2(e) or 7.2(s)) made subsequent to the Effective Date shall not exceed the sum of (A) $5,000,000, (B) an amount equal to the excess of (x) the Designated Equity Amounts as of the date of such Investment over (y) the then unused Permitted Expenditure Amounts based upon such Designated Equity Amounts, (C) the Net Cash Proceeds from any Disposition pursuant to Section 7.5(l) (other than any Net Cash Proceeds applied to prepay Loans) and (D) any other cash received on any such Investments, provided, further, that the conversion of any Indebtedness owed to the Borrower or any Subsidiary by any Subsidiary that is not a Subsidiary Guarantor into equity of such Subsidiary shall not constitute an additional Investment in such Subsidiary by the Borrower or such Subsidiary for purposes of clause (ii) of the limitation contained in the immediately preceding proviso; (j) Investments received in connection with the collection of Accounts Receivable in the ordinary course of business and Investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in good faith settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; (k) Investments received in connection with any Asset Sale or other Disposition permitted hereunder; (l) loans and advances (including in respect of Notes Receivable) to suppliers and customers or users of the Borrower or any other Subsidiary that is not Subsidiary's products or customers of distributors of such products in the ordinary course of business consistent with past practice; (m) Investments resulting from the contribution or transfer of the Capital Stock or assets of ALSA to a Subsidiary Guarantor; and joint venture entered into by the Borrower after the Effective Date; (iiin) Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor in an amount not of its Subsidiaries arising out of sales and transfers of Receivables, equipment loans and related assets pursuant to exceed the greater or $50,000,000 or 2.00% of Consolidated Total AssetsSection 7.5(m); (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (ho) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 and advances to employees members of the Borrower or its Subsidiaries to finance the sale management of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 Holdings in an aggregate amount not to exceed 25% $2,000,000 plus payment-in-kind interest at any time outstanding in connection with the acquisition of Capital Stock of Holdings by such members of management on the Closing Date pursuant to the Recapitalization; (p) Investments in ALSA not to exceed $1,000,000 in the aggregate; (q) Investments in respect of the total aggregate consideration received from all Dispositions purchase money notes described in Section 7.5(m); (r) Investments (i) arising out of property any repurchase pursuant to Section 7.9 of Senior Subordinated Notes or other Indebtedness permitted under Section 6.5 during 7.2(f) or (ii) any repurchase of Indebtedness in connection with the term hereofrefinancing thereof to the extent permitted under Section 7.2; (ls) Investments consisting of Hedging Obligations; (m) by Subsidiaries which are not Subsidiary Guarantors in the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default Borrower or Event of Default has occurred and is continuing or would result therefromany other Subsidiary; and (ot) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) arising out of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)Limited Originator Recourse.

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”), except: (a) extensions of trade credit or the holding of receivables in the ordinary course of business; (b) investments in cash and Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections Section 6.2(b), (e) and (eh) and, to the extent constituting intercompany Indebtedness, Section 6.2(d) and (p); (d) loans and advances to employees of Holdings, the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for Holdings, the Borrower and its Subsidiaries of the Borrower not to exceed $5,000,000 2,000,000 at any one time outstanding; (e) Permitted Acquisitionsthe Merger Transactions; (f) Investments in assets useful in the Borrower’s or the applicable Subsidiary business made by the Borrower or any of its Subsidiaries with the proceeds of any Reinvestment Deferred Amount; provided, that if the underlying Asset Sale or Recovery Event was with respect to a Loan Party, then such Investment shall be consummated by the Borrower or any Subsidiary Guarantor; (ig) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c)) by Holdings, the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to or concurrently with such investmentInvestment, is or becomes a Subsidiary Guarantor; ; (iih) Investments consisting of notes payable by any Subsidiary that is not a Subsidiary Guarantor franchisees to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor in an amount not to exceed $35,000,000 in aggregate principal amount (including amounts outstanding as of the greater or $50,000,000 or 2.00% of Consolidated Total AssetsClosing Date) at any one time outstanding; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of addition to Investments otherwise expressly permitted by this Section, Investments by the Borrower or any Subsidiary Guarantors constituting acquisitions of its Subsidiariesfranchisees, including pursuant to any plan of reorganization franchisee store locations or other Persons in the same or similar arrangement upon the bankruptcy or insolvency line of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of business as the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees;or other businesses permitted under Section 6.15 (“Permitted Acquisitions”); provided that (i) receivables owing immediately prior to and after giving effect to any such Permitted Acquisition, (x) no Default or Event of Default shall have occurred and be continuing and (y) the Borrower could satisfy the Senior Secured Debt Ratio Incurrence Test; (ii) if such Permitted Acquisition is structured as a stock acquisition, or a merger or consolidation, then either (A) the Person so acquired becomes a Wholly Owned Subsidiary or (B) such Person is merged with and into either the Borrower or a Wholly Owned Subsidiary of the Borrower (with the Borrower or such Subsidiary being the surviving entity in such merger); (iii) all of the provisions of Section 5.10 have been or will be complied with in respect of such Permitted Acquisition; and (iv) (A) any Subsidiary if created or acquired cash consideration shall not exceed $10,000,000 in the ordinary course aggregate in any fiscal year plus up to $75,000,000 received as the proceeds from Indebtedness permitted under Section 6.2(i) and, provided that pro forma for such incurrence (and any substantially concurrent repayment of business Obligations or consummation of a Permitted Acquisition) the Borrower could satisfy the Senior Secured Debt Ratio Incurrence Test, $30,000,000 received as the proceeds from Indebtedness permitted under Section 6.2(p), in the aggregate in any fiscal year plus Available Cash and payable (B) such Permitted Acquisition may be consummated in exchange for or dischargeable in accordance with customary trade termsCapital Stock of Holdings; (j) any Investment Investments received in any Person to connection with the extent such Investment consists bankruptcy or reorganization of, or settlement of prepaid expensesdelinquent accounts and disputes with, negotiable instruments held for collection franchisees, customers and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiariessuppliers; (k) any Loan Party may make Investments obtained as consideration for a Disposition consisting of property permitted under Section 6.5 loans to employees, officers and directors of the Loan Parties in an aggregate amount not to exceed 25% $5,000,000, net of the total aggregate consideration recoveries and distributions received from all Dispositions of property permitted under Section 6.5 during the term hereofin cash thereon by any Loan Party, at any time outstanding; (l) Investments consisting by the Borrower or any of Hedging Obligationsits Subsidiaries in joint ventures in an aggregate amount not to exceed $20,000,000 at (initially valued at cost) net of recoveries and distributions thereon received in cash by any Loan Party; (m) intercompany Investments by the AcquisitionBorrower or any of its Subsidiaries in any Person, that, prior to such Investment, is an Foreign Subsidiary in an aggregate amount not to exceed $20,000,000 at (initially valued at cost) net of recoveries and distributions thereon received in cash by any Loan Party; (n) Investments by (i) the Borrower in an amount that does any Subsidiary Guarantor, (ii) Holdings or any of its Subsidiaries in the Borrower or any Subsidiary Guarantor, (iii) any Foreign Subsidiary in any other Foreign Subsidiary and (iv) any Domestic Subsidiary which is not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or Event of Default has occurred and a Guarantor in any other Domestic Subsidiary which is continuing or would result therefrom; andnot a Guarantor; (o) Investments consisting of promissory notes and other deferred payment obligations delivered as the purchase consideration for a Disposition permitted by Section 6.5, so long as such notes and deferred payment obligations (i) comprise less than 25% of the aggregate purchase consideration for such Disposition and (ii) do not exceed $10,000,000 in the aggregate, net of recoveries and distributions thereon received in cash by any Loan Party, at any time outstanding; (p) Investments existing on the Closing Date and identified on Schedule 6.8(p); (q) the Borrower and its Subsidiaries may endorse negotiable instruments in the ordinary course of business or make lease, utility and other similar deposits in the ordinary course of business; (r) Investments consisting of obligations under Hedge Agreements permitted by Section 6.2(n); (s) to the extent constituting Investments, mergers, consolidations and amalgamations in accordance with Section 6.4 and Capital Expenditures permitted by Section 6.7; (t) Investments consisting of Restricted Payments permitted by Section 6.6; (u) Investments of any Person having an aggregate Fair Market Value (measured that becomes a Subsidiary of the Borrower on or after the date hereof on the date each such Investment was Person becomes a Subsidiary of Holdings or the Borrower; provided that (i) such Investments exist at the time such Person is acquired, and (ii) such Investments are not made and without giving effect in anticipation or contemplation of such Person becoming a Subsidiary; (v) Investments consisting of good faith escrow deposits made in accordance with Section 6.3(u); (w) capital contributions by Holdings to subsequent changes in value), when taken together with all other Investments made pursuant to this the Borrower contemplated by clause (o) or clause (i)(iib) of the definition of “Permitted Acquisition” Available Cash”; (x) cash Investments (including in the form of intercompany loans) made by Holdings, the Borrower or any Subsidiary in their respective direct and indirect equity holders in lieu of paying such cash as a Restricted Payment permitted by Section 6.6, provided that are the aggregate amount of such Investments (valued as of the date made) shall not exceed the amount that would have otherwise been permitted as a Restricted Payment in cash pursuant to Section 6.6 (without giving effect to the proviso at the time outstandingend of such section); and (y) in addition to Investments otherwise expressly permitted by this Section, Investments by the Borrower or any of its Subsidiaries in an aggregate amount (initially valued at cost) not to exceed an amount equal to $20,000,000 net of recoveries and distributions thereon received in cash by any Loan Party during the sum term of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)Agreement.

Limitation on Investments. Make after Neither the Closing Date Borrower nor any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or Restricted Subsidiary will make any other investment in, any other Person (all of the foregoing, “Investments”), except: (a) extensions of trade credit and other payables in the ordinary course of business and extensions of non-material advances for Improvements to property not then owned by the Borrower in the ordinary course of business, provided that the Borrower shall give notice to the Lenders of any such non-material advances aggregating in excess of $20,000,000 in any fiscal quarter; (b) investments Investments in Cash Equivalents; (c) Investments arising Acquisitions by the Borrower or any of its Restricted Subsidiaries of assets constituting a business unit or the capital stock of any Person, provided that such business unit or Person is engaged in connection with the incurrence same general type of business as conducted by the Borrower or one of its Restricted Subsidiaries and lending provided, further, that before any such Acquisition and after giving effect thereto, no Default or Unmatured Default shall be in existence and the Borrower shall, at its sole expense, have delivered to the Agent not less than 10 days prior to the date of Indebtedness permitted such Acquisition a certificate to such effect, in form and substance satisfactory to the Agent, signed by Sections 6.2(b) and (e)an Authorized Person; (d) Acquisitions by the Borrower or any of its Restricted Subsidiaries other than Acquisitions permitted under clauses (c) or (g) of this Section 6.17 of, or investments in, assets constituting a business unit or the capital stock of any Person; provided, that the aggregate amount of consideration paid by the Borrower and its Restricted Subsidiaries for all such Acquisitions of assets or capital stock (including as a part of such consideration any Indebtedness assumed as a part thereof) does not exceed an aggregate amount equal to $25,000,000 in any 12-month period; and provided, further, that after giving effect thereto, no Default or Unmatured Default shall be in existence; (e) Investments by the Borrower in any Guarantor or by any Guarantor in the Borrower or in any other Guarantor; (f) Investments by the Borrower or any Guarantor in Joint Ventures, in Subsidiaries that are not wholly-owned Subsidiaries, in the Limited-Purposes Subsidiaries Segment and in the Financial Services Segment, so long as the aggregate amount of such Investments shall not at any time exceed 40% of Consolidated Tangible Net Worth; provided, that such limitation shall not apply to Investments in the Financial Services Segment to the extent made following termination of the Countrywide Loan Purchase Agreement (or any successor agreement thereto) and that are repaid in full not later than the first to occur of: (A) 90 days following the date such termination becomes effective or (B) the date upon which Ryland Mortgage Company enters into a successor agreement; (g) Investments by entities within the Financial Services Segment in any Person and Acquisitions of assets constituting a business unit or the capital stock of any Person by entities within the Financial Services Segment; (h) loans and advances to officers, employees, consultants and agents of the Borrower or its Subsidiaries for travel, entertainment and relocation expenses in the ordinary course of business; and (i) other loans and advances to employees of the Borrower in connection with incentive or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower and its Subsidiaries not to exceed $5,000,000 at any one time outstanding; (e) Permitted Acquisitions; (f) (i) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c)) by the Borrower stock purchase plans or any of its Subsidiaries in the Borrower or any Person that, prior to such investment, is a Subsidiary Guarantor; (ii) Investments by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assets; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 arrangements in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; and (o) other Investments in $3,000,000 at any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o).

Limitation on Investments. Make after the Closing Date The Borrower will not, and will not permit any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution Restricted Subsidiaries to, or purchase any Capital Stockmake, bonds, notes, debentures or other debt securities ofpurchase, or acquire any assets constituting an ongoing business fromInvestments, or make any other investment inexcept (each, any other Person (all of the foregoing, a “InvestmentsPermitted Investment”), except:): (a) any Investment in any Restricted Subsidiary; provided that Investments by the Borrower or a Guarantor in Restricted Subsidiaries that are not Guarantors pursuant to this clause (a) shall not exceed, when taken together with all Investments made in reliance on Section 10.6(y), the greater of (x) $7,500,000 and (y) 6.50% of Consolidated EBITDAR for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time such Investment is made; (b) any Investment constituting cash or Cash Equivalents at the time such Investment is made; (c) (i) any transactions or Investments otherwise made in connection with the Transactions and (ii) any Investment or series of Investments by the Borrower or any Restricted Subsidiary in a Person that is engaged in a Similar Business if as a result of such Investment (a “Permitted Acquisition”), (1) such Person becomes a Restricted Subsidiary (and, if such entity does not constitute an Excluded Subsidiary, a Guarantor) or (2) if such Person does not become a Restricted Subsidiary or a Guarantor, the aggregate amount of Investments made under this clause (c)(ii) in respect of such Persons who do not become Restricted Subsidiaries or Guarantors does not exceed $5,000,000 (which outstanding amount shall be reduced if such Person later becomes a Restricted Subsidiary or a Guarantor), and, in each case, any Investment held by such Person (not acquired by such person in contemplation of such Permitted Acquisition); provided that, subject to the Borrower’s right to make an LCT Election with respect to any Limited Condition Transaction, in which case, Section 1.12(b) shall apply, (i) no Event of Default shall have occurred and be continuing, and (ii) the Borrower shall be in Pro Forma Compliance with the Financial Covenant, determined. (d) any Investment in securities or other assets not constituting cash or Cash Equivalents that is received in connection with an Asset Sale made pursuant to Section 10.4 or any other disposition of assets not constituting an Asset Sale; (i) any Investment existing or contemplated on the Closing Date and, in each case, listed on Schedule 10.6 and (ii) Investments consisting of any modification, replacement, renewal, reinvestment, or extension of any such Investment; provided that the amount of any such Investment is not increased from the amount of such Investment on the Closing Date except pursuant to the terms of such Investment (including in respect of any unused commitment), plus any accrued but unpaid interest (including any portion thereof which is payable in kind in accordance with the terms of such modified, extended, renewed, or replaced Investment) and premium payable by the terms of such Indebtedness thereon and fees and expenses associated therewith as of the Closing Date; (f) any Investment acquired by the Borrower or any Restricted Subsidiary (i) in exchange for any other Investment or accounts receivable held by the Borrower or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization, or recapitalization of such other Investment or accounts receivable or (ii) as a result of a foreclosure by the Borrower or any Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default; (g) Hedging Obligations permitted under Section 10.1 and Cash Management Services; (h) guarantees of Indebtedness permitted under Section 10.1 and Investments to the extent constituting Permitted Liens; (i) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of Section 10.14 (except transactions described in clause (b) of such paragraph); (j) Investments consisting of purchases and acquisitions of inventory, supplies, material, equipment, or other similar assets in the ordinary course of business; (k) loans and advances to or guarantees of Indebtedness of officers, directors, managers, and employees not to exceed $1,000,000 at any time outstanding; (l) Investments consisting of extensions of trade credit in the ordinary course of business; (b) investments in Cash Equivalents; (cm) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(b) and (e); (d) loans and advances to employees of the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, consisting of Uniform Commercial Code Article 3 endorsements for travel, entertainment collection or deposit and relocation expenses) in an aggregate amount for the Borrower and its Subsidiaries not to exceed $5,000,000 at any one time outstandingUniform Commercial Code Article 4 customary trade arrangements with customers consistent with past practices; (en) Permitted Acquisitionsnon-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (f) (io) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c)) by the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to such investment, is a Subsidiary Guarantor; (ii) Investments by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assets; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by in connection with obtaining, maintaining or renewing client, franchisee and customer contracts and loans or advances made to, and guarantees with respect to obligations of, franchisees, distributors, suppliers, licensors and licensees in the Borrower ordinary course of any of its Subsidiariesbusiness; (kp) Investments obtained as consideration for a Disposition the licensing and contribution of property permitted under Section 6.5 Intellectual Property pursuant to joint development, venture or marketing arrangements with other Persons, in an aggregate amount not to exceed 25% the ordinary course of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereofbusiness; (lq) Investments consisting contributions to a “rabbi” trust for the benefit of Hedging Obligationsemployees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (mr) Investments by an Unrestricted Subsidiary entered into prior to the Acquisitionday such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (ns) Investments in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that so long as no Default or Event of Default has shall have occurred and is continuing or would result therefrombe continuing, other Investments made with any portion of the Available Amount; and (ot) other so long as no Event of Default shall have occurred and be continuing at the time of such Investment, the Borrower or any Restricted Subsidiary may make additional Investments in any Person so long as, after giving effect thereto on a Pro Forma Basis, the Consolidated Total Leverage Ratio is not greater than 4.00:1.00; (u) additional Investments having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value)Value, when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” u), that are at that time outstanding (without giving effect to the time outstandingsale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed an amount equal to the sum greater of (ia) $200,000,000 plus 15,000,000 and (iib) 12.5% of Consolidated EBITDAR for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, however, that if any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments Investment pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (ou) is made in any Person that is not a Restricted Subsidiary at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment will shall thereafter be deemed to have been made pursuant to clause (fa) above (to the extent such Investment would otherwise be permitted thereunder at such time) and shall cease to have been made pursuant to this clause (ou) for so long as such Person continues to be a Restricted Subsidiary; (v) advances of payroll payments to employees in the ordinary course of business; (w) accounts receivable arising in the ordinary course of business and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors; (x) Investments in the ordinary course of business consisting of endorsements for collection or deposit; (y) Investments in Similar Businesses and joint ventures in an aggregate amount not to exceed, when taken together with all Investments made in reliance on the proviso in Section 10.6(a), the greater of (x) $7,500,000 and (y) 6.50% of Consolidated EBITDAR for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time such Investment is made. For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Borrower and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be an Investment in an amount determined as set forth in the last sentence of the definition of Investment.

Limitation on Investments. Make after the Closing Date or commit to make any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase of any Capital Stockstock, bonds, notesnote, debentures debenture or other debt securities security of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “such transactions being herein called "Investments”"), except:except the following (to the extent not otherwise prohibited hereunder): (a) extensions of trade credit in the ordinary course of business; (b) investments Investments in Cash Equivalents; (cb) Investments arising extensions of credit in connection with the incurrence sale of land which do not exceed in the aggregate at any one time outstanding an amount ten percent (10%) of Consolidated Tangible Net Worth, and lending which have a maximum maturity of Indebtedness permitted by Sections 6.2(b) and (e)five years; (dc) loans and advances to officers and employees of the Borrower or any Subsidiaries of the Borrower Guarantor, to other Persons in the ordinary course of business (includingor as permitted by the code of regulations of Borrower, without limitation, for travel, entertainment and relocation expenses) which do not exceed in an the aggregate amount for the Borrower and its Subsidiaries not to exceed $5,000,000 2,000,000 at any one time outstanding; (d) any Investments in any Guarantor identified in Schedule 3 hereto or any other Subsidiary that becomes a Guarantor in accordance with the terms hereof; (e) Permitted AcquisitionsInvestments in the Senior Notes to the extent permitted by Section 7.11 of this Agreement and any refinancings thereof pursuant to Section 7.14 of this Agreement; (f) any Investment in Joint Venture, the aggregate cost of which, as determined in accordance with GAAP (excluding, however, Borrower's or such Guarantor's equity in the undistributed earnings or losses in each such Joint Venture), does not at any one time outstanding exceed twenty percent (20%) of Consolidated Tangible Net Worth; provided, however, that (A) with respect to each such Joint Venture, Borrower or such Guarantor shall have at least a 20% ownership interest in such Joint Venture and all material decisions with respect to the management and control of each such Joint Venture's business (other than decisions with respect to development of undeveloped land owned by such Joint Venture) shall require the consent and approval of Borrower or such Guarantor; (B) no such Investment may be made if it causes or results (singly or with other actions or events) in (i) Investments any violation of any other covenant or condition hereof or (ii) any other than those relating Default or Event of Default; and (C) in connection with such Investment, Borrower or such Guarantor shall not have assumed or become subject to the incurrence of Indebtedness permitted by Section 6.8(c)any monetary obligations, liabilities or commitments related to such Joint Venture (including its capital contribution or any guaranty) by which is recourse to the Borrower or such Guarantor except to the extent that the aggregate amount of such monetary obligations, liabilities or commitments to all such Joint Ventures do not exceed $5,000,000 at any of its Subsidiaries in the Borrower or any Person that, prior to such investment, is a Subsidiary Guarantortime; (ii) Investments by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assets;and (g) Investments in Non-Guarantor Subsidiaries and in Financial Subsidiaries, provided that, the aggregate cost for all Investments in any Investments received such Subsidiaries that are not Guarantors, when combined with the aggregate cost of all Investment in Joint Venture, each as determined in accordance with GAAP (excluding, however, Borrower's or any Guarantor's equity in the undistributed earnings or losses in each such Joint Venture, Financial Subsidiary or Non-Guarantor Subsidiary), does not at any one time outstanding exceed thirty percent (30%) of Consolidated Tangible Net Worth; further provided, that no such Investment may be made if it causes or results (singly or with other actions or events) in (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency violation of any trade creditor other covenant or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; condition hereof or (ii) in satisfaction any other Default or Event of judgments;Default; and (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired extent not otherwise prohibited and subject to the other provisions of this Agreement, other Investments (not specifically listed in items (a) through (g) of this Section 7.6) in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person directly related to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; and (o) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)Borrower's homebuilding business.

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”), except: (a) extensions of trade credit in the ordinary course of business; (b) investments in Cash Equivalents and by Excluded Subsidiaries in Foreign Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(bSection 7.2(b) and (e); (d) loans and advances to officers, directors and employees of Holdings, the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for Holdings, the Borrower and its Subsidiaries of the Borrower not to exceed $5,000,000 2,000,000 at any one time outstanding; (e) Permitted Acquisitionsthe Acquisition; (f) Investments in assets useful in the Borrower’s business made by the Borrower or any of its Subsidiaries with the proceeds of any Reinvestment Deferred Amount; (ig) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c7.8(c)) by the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to such investmentInvestment, is a Subsidiary Guarantor; (ii) Investments by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assets; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans by the Borrower Permitted Acquisitions for consideration (whether in an aggregate principal amount cash, Permitted Seller Notes, Capital Stock or property) not exceeding $5,000,000 to employees of 30,000,000 for any single Permitted Acquisition or $50,000,000 in the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to aggregate for all such employeesPermitted Acquisitions while this Agreement is in effect; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; Investments (jincluding debt obligations) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made received in the ordinary course of business by the Borrower or any Subsidiary in connection with the bankruptcy or reorganization of suppliers and customers and in settlement or delinquent obligations of, and other disputes with, customers and suppliers arising out of the ordinary course of business; (j) Investments by any of its Excluded Subsidiary in other Excluded Subsidiaries; (k) Investments obtained as consideration for a Disposition by the Borrower or any Subsidiary in Joint Ventures (including Investments consisting of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during Property to such Joint Venture to the term hereofextent the consideration paid by such Joint Venture for such Property is less than the fair market value thereof, as reasonably determined by the Borrower), provided that the aggregate outstanding Permitted JV Investment Amount at such time after giving effect thereto does not exceed the Maximum Permitted JV Investment Amount; (l) Investments by any Loan Party in Excluded Subsidiaries (including Investments consisting of Hedging ObligationsDispositions of Property to such Excluded Subsidiary to the extent the consideration paid by such Excluded Subsidiary for such Property is less than the fair market value thereof, as reasonably determined by the Borrower), provided that the aggregate outstanding Permitted Foreign Investment Amount at such time after giving effect thereto does not exceed the Maximum Permitted Foreign Investment Amount; (m) Investments in existence on the AcquisitionClosing Date and listed on Schedule 7.8, without giving effect to any additions thereto or replacements thereof; (n) Investments in an so long as the aggregate amount that does thereof (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective investment not to exceed the Available Amount immediately prior original amount invested) at no time exceeds $2,000,000; (o) Subsidiaries may be established or created, if (A) to the extent such new Subsidiary is a Domestic Subsidiary, such Subsidiary complies with the provisions of Section 6.10(c) and (B) if such new Subsidiary is an Excluded Subsidiary, such Subsidiary complies with the provisions of Section 6.10(d), provided, that, in each case, to the extent such new Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to an acquisition permitted by Section 7.8(h), and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transactions, such new Subsidiary shall not be required to take the actions set forth in Section 6.10(c) or Section 6.10(d), as applicable, until the respective acquisition is consummated (at which time the surviving entity of the making respective merger transaction shall be required to so comply within ten Business Days); (p) Investments of such Investment; provided that no Default Borrower or Event of Default has occurred and is continuing or would result therefromany Subsidiary under Hedge Agreements permitted hereunder; and (oq) other Investments in of any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are existence at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, of the Borrower; provided such Investment will thereafter be deemed to have been was not made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)in connection with or anticipation of such Person becoming a Subsidiary of the Borrower.

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty guarantee or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”), except: (a) extensions of trade credit in the ordinary course of business; (b) investments Investments in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(b7.2(b), (e) and (ek) (and any Investment consisting of equity interests arising upon the conversion to equity of any Indebtedness permitted by Section 7.2(k)) and any guarantee permitted by Section 7.2(a), (f), (g), (m), (n), (q), (r), (s), (t), (u), (v), (w), (x), (y) or (z); (d) loans and advances to employees of Investments in assets useful in the Borrower’s or a Class I Restricted Subsidiary’s business (other than inventory) made by the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower and its Subsidiaries not to exceed $5,000,000 at with the proceeds of any one time outstandingReinvestment Deferred Amount; (e) Permitted Acquisitions; (f) (i) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c7.8(c)) by the Parent, any Intermediate Holdco, the Borrower or any of its Restricted Subsidiaries in the Borrower or any Person that, prior to such investmentInvestment, is a Subsidiary Guarantor; Guarantor or an Intermediate Holdco; (f) equity interests acquired by the Borrower or any Restricted Subsidiary in a Person engaged in the indoor motion picture exhibition business if (i) such Person’s theaters are managed by the Borrower or such Restricted Subsidiary, (ii) Investments by any Subsidiary such equity interest is acquired solely in exchange for services rendered in connection with the management of such Person’s theaters, (iii) the board of directors of the Borrower determines that such acquisition is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; in the best interests of the Borrower and (iiiiv) promptly after the acquisition of such equity interests, such equity interests are pledged to the Administrative Agent for the benefit of the Secured Parties to the extent required by Section 6.9; (g) loans and advances to employees of the Parent, any Intermediate Holdco, the Borrower or any of the Class I Restricted Subsidiaries in the ordinary course of business (including for travel and entertainment expenses) in an aggregate amount not to exceed $1,000,000 at any one time outstanding; (h) Investments by the Borrower or any Subsidiary of its Class I Restricted Subsidiaries in Unrestricted Subsidiaries, non-Guarantor in any Subsidiary Class I Restricted Subsidiaries, Class II Restricted Subsidiaries, partnerships, joint ventures and other entities that is are not a Subsidiary Guarantor Guarantors in an amount not to exceed the greater Applicable Amount at the time of, and immediately prior to the making of, any such Investment; provided that, (i) any such amounts invested in any entity that is not a Subsidiary and the primary business of which is not a Permitted Business shall not exceed $100,000,000 in the aggregate at any one time outstanding (measured at the time each such Investment is made) during the term of this Agreement and (ii) immediately prior to and after giving effect to such Investment under this paragraph (h), no Default or $50,000,000 Event of Default shall have occurred and be continuing; and provided further that (x) transfers by the Borrower or 2.00% the Class I Restricted Subsidiaries to any Unrestricted Subsidiary of Consolidated Total Assetsfee-owned property in connection with the incurrence by such Unrestricted Subsidiary of Non-Recourse Debt secured by such fee-owned property, as contemplated by Section 7.2(h)(i)(B), (y) Investments in Brazilco by any Unrestricted Subsidiary that is subsequently designated as a Class I Restricted Subsidiary, and (z) Investments in Unrestricted Subsidiaries and CFC Holdcos consisting of the Capital Stock of an Unrestricted Subsidiary or a CFC Holdco in each case shall not constitute Investments for purposes of determining the Applicable Amount; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of Investments by the Borrower or any of its SubsidiariesClass I Restricted Subsidiaries in Permitted Acquisitions, including pursuant provided that, (A) to any plan the extent such Investment results in the creation or acquisition of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees a Subsidiary of the Borrower or its Subsidiaries to finance the sale (other than an Excluded Foreign Subsidiary of the Borrower’s Capital Stock by the Borrower Class I Restricted Subsidiary so acquired), such Subsidiary must be a Class I Restricted Subsidiary and (B) immediately prior to and after giving effect to such employees; (i) receivables owing to the Borrower Permitted Acquisition, no Default or any Subsidiary if created or acquired in the ordinary course Event of business Default shall have occurred and payable or dischargeable in accordance with customary trade termsbe continuing; (j) any Investment in any Person to the extent such Investment consists of prepaid expensesInvestments permitted by Sections 7.5(b), negotiable instruments held for collection 7.5(f), 7.5(h), 7.6 and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries7.16; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereofRave Acquisition; (l) Investments consisting in Subsidiaries of Hedging Obligationsthe Borrower resulting from purchases of minority interests in such Subsidiaries in exchange for the Parent’s common stock; (m) Investments by the AcquisitionBorrower or any of its Class I Restricted Subsidiaries consisting of refundable construction advances made with respect to the construction of motion picture exhibition theatres in the ordinary course of business; (n) Investments in an amount that does not exceed by the Available Amount immediately prior to the time Borrower or any of its Class I Restricted Subsidiaries consisting of the making licensing or contribution of such Investment; provided that no Default Intellectual Property pursuant to joint marketing arrangements; (o) Investments by the Borrower or Event any of Default has occurred its Class I Restricted Subsidiaries received in connection with the bankruptcy or reorganization of or settlement of, delinquent accounts and is continuing disputes with or would result therefromjudgments against, customers and suppliers, in each case in the ordinary course of business; and (op) other Investments in any Person having DCIP in an aggregate Fair Market Value amount (measured on the date each such Investment was made and without giving effect to subsequent changes in value)) not to exceed, when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the any one time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)100,000,000.

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”), except: (a) extensions of trade credit in the ordinary course of business, including Accounts Receivable; (b) investments Investments in Cash and Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(bSection 11.2(b) and (e); (d) loans and advances to employees of Holdings, the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for Holdings, the Borrower and its their Subsidiaries not to exceed U.S. $5,000,000 1,000,000 at any one time outstanding; (e) Permitted AcquisitionsInvestments required by the Restructuring Transactions; (f) [Reserved]; (ig) [Reserved]; (h) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c11.8(c)) by Holdings, the Borrower or any of its their respective Subsidiaries in the Borrower or any Person that, prior to such investmentInvestment, is a Subsidiary Guarantor; ; (iii) Investments by Holdings or any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) Investments by in the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total AssetsGuarantor; (gj) any Investments received (i) in compromise or resolution Capital Stock of (x) obligations Holdings to facilitate the exchange of trade creditors or customers Exchangeable Shares that were incurred are promptly Disposed of in the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes connection with Persons who are not Affiliates; or (ii) in satisfaction of judgmentssuch exchange; (hk) loans by Investments received in connection with the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees collection of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired Accounts in the ordinary course of business and payable Investments (including debt obligations) received in connection with the bankruptcy or dischargeable reorganization of suppliers and customers and in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists good faith settlement of prepaid expensesdelinquent obligations of, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made disputes with, customers and suppliers arising in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereofbusiness; (l) Investments consisting of Hedging Obligationsreceived in connection with any Asset Sale or other Disposition permitted hereunder; (m) the Acquisition[Reserved]; (n) [Reserved]; (o) Investments arising out of any repurchase of Indebtedness in an amount that does not exceed connection with the Available Amount immediately prior refinancing thereof to the time extent permitted under Section 11.2; (p) Investments by Subsidiaries which are not Subsidiary Guarantors in the Borrower or any other Subsidiary; (q) loans to Holdings by the Borrower or any of its Subsidiaries to the making of such Investment; provided that no Default or Event of Default has occurred extent permitted by Section 11.2(m); (r) Investments existing on the Original Closing Date and is continuing or would result therefromlisted on Schedule 11.8; and (os) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)[Reserved].

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”), except: (a) extensions of trade credit in the ordinary course of business; (b) investments Investments in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections Section 6.2(b), (e) and (ef); (d) loans and advances to employees of the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower and its Subsidiaries of the Borrower not to exceed $5,000,000 1,000,000 at any one time outstanding; (e) Permitted the Acquisitions; (f) Investments in assets useful in the Borrower’s business made by any Wholly Owned Subsidiary Guarantor with the proceeds of any Reinvestment Deferred Amount; (ig) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c)) by the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to such investmentInvestment, is a Wholly Owned Subsidiary Guarantor; ; (iih) Permitted Acquisitions; (i) Permitted Securitization Transactions; (j) Permitted Unrestricted Subsidiary Acquisitions; (k) in addition to Investments otherwise expressly permitted by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) this Section, Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assets; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount (valued at cost), together with any Guarantee Obligations of the Borrower incurred pursuant to Section 6.2(f) and any Restricted Cash used to fund a Permitted Unrestricted Subsidiary Acquisition, not to exceed 25% of $30,000,000 plus the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 Retained Excess Cash Flow Amount during the term hereofof this Agreement; provided that (i) no Default or Event of Default shall have occurred and be continuing at the time of such Investment or shall result therefrom and (ii) the Borrower is in pro forma compliance with Section 6.1 before and after giving effect to such Investment; (l) Investments consisting (other than an acquisition of Hedging Obligationsall or a majority controlling interest in the Capital Stock, or all or substantially all of the assets, of any Person, or of all or substantially all of the assets constituting a division, product line or business line of any Person) made with Unrestricted Cash; (m) the AcquisitionPermitted Foreign Subsidiary Acquisitions; (n) Investments in an amount that does pursuant to the Rocawear Joint Venture Agreement made on the Initial Closing Date and any future Investments made pursuant to the Rocawear Joint Venture Agreement, which future Investments shall not exceed $5,000,000 in the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefromaggregate; and (o) other Investments hedge and warrant option transactions entered into by the Borrower in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together connection with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “a Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)Convertible Notes Offering.

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase or otherwise acquire for value any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “"Investments”"), except: (a) extensions of trade credit by Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (b) investments Investments by Borrower or any of its Restricted Subsidiaries in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections Section 6.2(b) and (e); (d) loans and advances to employees of the Borrower or any of its Restricted Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, including for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower and its Subsidiaries not to exceed $5,000,000 2,000,000 at any one time outstanding; (e) Permitted AcquisitionsInvestments constituting Contingent Obligations permitted under Section 6.2; (f) acquisitions by Borrower or any of its Restricted Subsidiaries of Persons or ongoing businesses (including an operating theatre), whether pursuant to a capital contribution or purchase (each a "Permitted Acquisition"); provided that, (A) each such Permitted Acquisition is of a Person or ongoing business in a Line of Business in which the acquiror is permitted to engage pursuant to Section 6.15; (B) (i) any Person so acquired becomes a Restricted Subsidiary and a Guarantor under the Guaranty and Collateral Agreement and the other requirements of Section 5.9 and the Security Documents are satisfied within the applicable time periods set forth therein (other than Foreign Subsidiaries to the extent that (x) the fair market value of all such Foreign Subsidiaries acquired pursuant to a Permitted Acquisition (determined at the time of acquisition) is less than the Foreign Subsidiary Investment Basket, plus the amount available for Investments under Section 6.8(j), or (y) such Foreign Subsidiaries are acquired pursuant to a capital contribution for no consideration), and (ii) any assets so acquired are pledged under the Guaranty and Collateral Agreement and the other Security Documents, within the time periods set forth in, and to the extent required under, the Loan Documents (provided that, any Foreign Assets shall only be permitted to be acquired pursuant to this Section 6.8(f) to the extent that (x) the fair market value of such assets (determined at the time of acquisition) is less than the Foreign Subsidiary Investment Basket plus the amount available for Investments under Section 6.8(j), or (y) such Foreign Assets are acquired pursuant to a capital contribution for no consideration); and (C) after giving effect to each such Permitted Acquisition, Borrower and its Restricted Subsidiaries shall be in pro forma compliance with the covenants and agreements set forth in this Agreement provided that, for purposes of determining compliance with this clause (C), each financial covenant in Section 6.1 shall be deemed to be 25 basis points more restrictive to Borrower and its Restricted Subsidiaries than the ratios set forth in such Section 6.1. Foreign Subsidiaries or Foreign Assets, directly or indirectly acquired in connection with a Permitted Acquisition (except pursuant to a capital contribution), will first, reduce the Foreign Subsidiary Investment Basket and second, to the extent that the Foreign Subsidiary Investment Basket is reduced to zero, reduce the amount available for Investments under Section 6.8(j) and the amount available for Restricted Payments under Section 6.6(e) (in each case, according to the fair market value of such Foreign Subsidiaries or Foreign Assets at the time of such Permitted Acquisition). The fair market value of any Foreign Subsidiaries or Foreign Assets acquired in a Permitted Acquisition shall (i) if such fair market value is less than $25,000,000, be as determined by the board of directors of Borrower, and (ii) if such fair market value is $25,000,000 or more, be determined according to an opinion or valuation with respect to the fair market value of such Foreign Subsidiaries from an independent investment banking, appraisal or valuation firm, in each case of national reputation in the United States, which opinion shall have been obtained and delivered to Administrative Agent within 30 days of the consummation of such Permitted Acquisition. In connection with any Permitted Acquisition, Borrower may, with the prior written consent of Administrative Agent (such consent not to be unreasonably withheld) and, without the consent of any other Lender, (i) supplement the Schedules to this Agreement and the Guaranty and Collateral Agreement to reflect the assets and liabilities acquired pursuant to such Permitted Acquisition, and (ii) specify additional qualifications to the representations and warranties contained in this Agreement and the Guaranty and Collateral Agreement that cannot be implemented through such update of schedules; it being understood that such supplement and additional qualifications shall apply each time that the representations and warranties in this Agreement or the other Loan Documents are made or deemed made by a Loan Party on or after the date of the Permitted Acquisition; (g) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c)) by the Borrower or any of its respective Restricted Subsidiaries in the Borrower or any Person that, prior to such investmentInvestment, is a Guarantor and Investments by any Restricted Subsidiary Guarantor; in the Borrower; (iih) Investments (other than with respect to Foreign Subsidiaries or Foreign Assets) held by Persons acquired pursuant to a Permitted Acquisition, to the extent that the fair market value thereof (if such fair market value exceeds $25,000,000, then such fair market value to be determined as provided with respect to Foreign Subsidiaries in Section 6.8(f)) at the time of such Permitted Acquisition is less than 5% of the consideration paid (including assumed liabilities) by Borrower and its Restricted Subsidiaries in connection with such Permitted Acquisition; (i) Investments by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor of its Restricted Subsidiaries in an amount not to exceed an amount necessary to (i) purchase all outstanding UA Pass-Through Certificates or repay the greater full outstanding principal amount, accrued interest and any penalty or $50,000,000 premium on the UA Pass-Through Certificates, and (ii) purchase the equity interest in the trust that is the issuer of such UA Pass-Through Certificates; provided that, (A) each UA Subsidiary simultaneously becomes (x) a Restricted Subsidiary of Borrower or 2.00% of Consolidated Total Assetsany of its Restricted Subsidiaries, and (y) a Guarantor and (B) the other applicable requirements of Section 5.9 are satisfied within the applicable time periods set forth therein; (gj) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of the by Borrower or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigationin each case, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent that Borrower could make a Restricted Payment of the same amount pursuant to Section 6.6(e) (it being understood that any such Investment consists of prepaid expensesshall, negotiable instruments held without duplication, reduce dollar-for-dollar the amount available for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its SubsidiariesRestricted Payments under Section 6.6(e)); (k) Investments obtained as consideration for a Disposition the creation of property permitted under Section 6.5 in an aggregate amount not new Subsidiaries with nominal capitalization, subject to exceed 25% all of the total aggregate consideration received from all Dispositions other provisions of property permitted under Section 6.5 during the term hereofthis Agreement; (l) Investments consisting made as a result of Hedging Obligationsthe receipt of non-Cash consideration from any Disposition made in accordance with Section 6.5; provided that, in no event shall such non-Cash consideration constitute more than 25% of the total consideration received in connection with such Disposition; (m) Investments by Borrower or its Restricted Subsidiaries in Foreign Subsidiaries in an aggregate amount outstanding (measured at the Acquisitiontime each such Investment is made based on the amount of each such Investment and without giving effect to changes in the value thereof) not to exceed the Foreign Subsidiary Investment Basket then in effect; (n) Investments by a Foreign Subsidiary in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefromanother Foreign Subsidiary; and (o) other Investments during the period that the UA Pass-Through Certificates Restriction is in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes by a UA Subsidiary in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)another UA Subsidiary.

Limitation on Investments. Make after the Closing Date Borrower shall not, nor shall it permit any advance, loan, extension of credit Subsidiary (by way of guaranty or otherwiseother than an Excluded Subsidiary) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, Investment or otherwise acquire any other Person (all of the foregoing, “Investments”)interest in any Person, except: (a) extensions (i) Investments by Guarantors in Borrower consisting of trade credit loans or other indebtedness or guarantees of indebtedness otherwise permitted hereunder, (ii) Investments in Guarantors (x) existing on the Closing Date, or (y) formed or acquired after the Closing Date and (iii) Investments in Subsidiaries that are not Material Subsidiaries; (b) Investments in a Homebuilding Joint Venture or a Consolidated Homebuilding Non-Guarantor Entity, provided that without the prior written approval of the Required Lenders, Borrower shall not make an Investment in a Homebuilding Joint Venture or a Consolidated Non-Guarantor Entity if as a result of such Investment the aggregate Investment of Borrower and its Subsidiaries in all Homebuilding Joint Ventures and Consolidated Homebuilding Non-Guarantor Entities would exceed thirty-five percent (35%) of Consolidated Tangible Net Worth plus $80,000,000; (c) temporary cash Investments (including Permitted Investments); (d) Investments in Persons engaged in businesses other than homebuilding at any time outstanding not to exceed five percent (5%) of Consolidated Tangible Net Worth; (e) receivables owing to Borrower or any Guarantor if created or acquired in the ordinary course of business; (b) investments in Cash Equivalents; (cf) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(b) and (e); (d) loans and advances to employees of the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower and its Subsidiaries not to exceed $5,000,000 at any one time outstanding; (e) Permitted Acquisitions; (f) (i) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c)) by the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to such investment, is a Subsidiary Guarantor; (ii) Investments by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assets; (g) any Investments received (i) in compromise or resolution of (x) obligations securities of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Subsidiaries, including received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any such trade creditor creditors or customer or customers; (yg) litigationlease, arbitration or utility and other disputes with Persons who are not Affiliates; or (ii) similar deposits in satisfaction the ordinary course of judgmentsbusiness; (h) loans Investments made by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale any Guarantor for consideration consisting only of the Borrower’s Capital Stock by the Borrower to such employeescommon equity interests; (i) receivables Investments or securities received in settlement of debts owing to the Borrower or any Subsidiary if created or acquired Guarantor in the ordinary course of business and payable or dischargeable in accordance with customary trade terms;business; and (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made Investments in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% $25,000,000 at any time outstanding (with each Investment being valued as of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior date made without subsequent regard to the time of the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; and (o) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes change in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o).

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “"Investments”"), except: (a) extensions of trade credit in the ordinary course of business; (b) investments Investments in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(bSection 7.2(b) and (e); (d) loans and advances to employees of the Borrower or any of its Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower and its Subsidiaries not to exceed $5,000,000 2,000,000 at any one time outstanding; (e) Permitted AcquisitionsInvestments in assets (other than inventory) useful in the Borrower's business made by the Borrower or any of its Subsidiaries with the proceeds of any Reinvestment Deferred Amount; (f) (i) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c7.8(c)) by the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to such investmentInvestment, is a Subsidiary Guarantor; ; (ii) Investments by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iiii) Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that Non-Guarantor Subsidiary, pursuant to Sections 7.2(b)(iii) and 7.2(j), in an aggregate amount not exceeding $25,000,000 net of the amount of any return on Investments from such Non-Guarantor Subsidiaries while this Agreement is not in effect, (ii) Investments by Non-Guarantor Subsidiaries (A) permitted by Sections 7.2(b), 7.2(i), 7.5(c) and 7.5(g) and (B) in other Non-Guarantor Subsidiaries and (iii) any Investment in a Subsidiary consisting of the transfer to such Subsidiary of the Capital Stock or assets of a Non-Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total AssetsSubsidiary; (gh) any Investments received as consideration for Dispositions as permitted by Sections 7.5(e) or 7.5(i); (i) Investments in compromise or resolution of Permitted Acquisitions in an aggregate amount not exceeding $75,000,000 while this Agreement is in effect; (xj) obligations of trade creditors or customers that were incurred Investments in the ordinary course of business of Permitted Joint Venture Entities in an aggregate amount not exceeding $25,000,000 while this Agreement is in effect; and (k) in addition to Investments otherwise expressly permitted by this Section, Investments by the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount (valued at cost) not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 $10,000,000 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; and (o) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)Agreement.

Limitation on Investments. Make after the Closing Date any advance, loan, extension of ------------------------- credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “"Investments”"), except:: ----------- (a) extensions of trade credit in the ordinary course of business, including Accounts Receivable; (b) investments in cash and Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(bSection 7.2(b) and (e)) ; (d) loans and advances to employees of Holdings, the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for Holdings, the Borrower and its Subsidiaries of the Borrower not to exceed $5,000,000 500,000 at any one time outstanding; (e) Permitted AcquisitionsInvestments by Holdings in the Borrower and the Subsidiary Guarantors, including Investments in respect of the Intercompany Distribution; (f) Investments existing on the date hereof and listed on Schedule 7.8; (ig) Investments in assets useful in the Borrower's or its Subsidiaries' business (including through Acquisitions or Subsidiary Acquisitions) made by the Borrower or any of its Subsidiaries with the proceeds of any Reinvestment Deferred Amount; (h) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c7.8(c)) by Holdings, the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to such investment, is a Subsidiary Guarantor; ; (i) Acquisitions and other Investments by the Borrower and the Subsidiary Guarantors (other than Alliance Laundry Corporation) (including, without limitation, Investments by the Borrower and the Subsidiary Guarantors in Subsidiaries that are not Subsidiary Guarantors), provided -------- that (i) (A) the aggregate consideration (including assumed Indebtedness, but excluding consideration in the form of Capital Stock of Holdings) for all such Acquisitions after the Closing Date shall not exceed the sum of (x) $30,000,000 and (y) the then unused Permitted Expenditure Amount at such time, (B) if any Consolidated Senior Debt is incurred in connection with any such Acquisition after giving effect to such Acquisition on a pro forma basis as if such Acquisition has occurred on the first day of the most recent period of four consecutive fiscal quarters, the Consolidated Senior Debt Leverage Ratio on the last day of such period would not have been greater than 3.75 to 1.0, (C) prior to the consummation of any such Acquisition, the Administrative Agent shall have received a certificate of a Responsible Officer setting forth the calculations required to determine compliance with clauses (A) and (B) above and certifying that the conditions set forth in this Section 7.8(i) have been satisfied and (D) no Default or Event of Default shall have then occurred and be continuing or would result therefrom and (ii) after giving effect to any such Investment (other than an Acquisition), the aggregate outstanding or unreturned amount (including the aggregate consideration (including assumed Indebtedness) for all Subsidiary Acquisitions, but excluding any consideration in the form of Capital Stock of Holdings) of all such Investments (other than Acquisitions) (including Investments in the nature of sales and transfers of assets for less than fair market value and Guarantee Obligations pursuant to Section 7.2(e) or 7.2(t)) made subsequent to the Closing Date shall not exceed the sum of (A) $5,000,000, (B) an amount equal to the excess of (x) the Designated Equity Amounts as of the date of such Investment over (y) the then unused Permitted Expenditure Amounts based upon such Designated Equity Amounts, (C) the Net Cash Proceeds from any Disposition pursuant to Section 7.5(l)(ii) (other than any net Cash Proceeds applied to prepay Loans) and (D) any other cash received on any such Investments, provided, further, that the conversion of any -------- ------- Indebtedness owed to the Borrower or any Subsidiary by any Subsidiary that is not a Subsidiary Guarantor into equity of such Subsidiary shall not constitute an additional Investment in such Subsidiary by the Borrower or such Subsidiary for purposes of clause (ii) of the limitation contained in the immediately preceding proviso; (j) Investments received in connection with the collection of Accounts Receivable in the ordinary course of business and Investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in good faith settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; (k) Investments received in connection with any Asset Sale or other Disposition permitted hereunder; (l) loans and advances (including in respect of Notes Receivable) to suppliers and customers or users of the Borrower or any other Subsidiary that is not Subsidiary's products or customers of distributors of such products in the ordinary course of business consistent with past practice; (m) Investments resulting from the contribution or transfer of the Capital Stock or assets of ALSA to a Subsidiary Guarantor; and joint venture entered into by the Borrower after the Closing Date; (iiin) Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor in an amount not of its Subsidiaries arising out of sales and transfers of Receivables, equipment loans and related assets pursuant to exceed the greater or $50,000,000 or 2.00% of Consolidated Total AssetsSection 7.5(n); (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (ho) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 and advances to employees members of the Borrower or its Subsidiaries to finance the sale management of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 Holdings in an aggregate amount not to exceed 25% $2,000,000 plus payment-in-kind interest at any time outstanding in connection with the acquisition of Capital Stock of Holdings by such members of management on the Closing Date pursuant to the Recapitalization; (p) Investments in ALSA not to exceed $1,000,000 in the aggregate; (q) Investments in respect of the total aggregate consideration received from all Dispositions purchase money notes described in Section 7.5(n); (r) Investments (i) arising out of property any repurchase pursuant to Section 7.9 of Senior Subordinated Notes or other Indebtedness permitted under Section 6.5 during 7.2(f) or (ii) any repurchase of Indebtedness in connection with the term hereofrefinancing thereof to the extent permitted under Section 7.2; (ls) Investments consisting of Hedging Obligations; (m) by Subsidiaries which are not Subsidiary Guarantors in the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default Borrower or Event of Default has occurred and is continuing or would result therefromany other Subsidiary; and (ot) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) arising out of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)Limited Originator Recourse.

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) ), CSA Payments, or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”), except: (a) extensions of trade credit in the ordinary course of business; (b) investments in Cash Equivalents; (c) Investments arising in connection with (i) the incurrence and lending of Indebtedness and other obligations to the extent permitted by Sections 6.2(b7.2(c) and 7.2(f) or (eii) any Disposition to the extent permitted by Sections 7.4(c) or 7.5(d); (d) loans and advances to employees of the Borrower or any of its Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower and its Subsidiaries not to exceed $5,000,000 at any one time outstanding); (e) Permitted Acquisitions; (f) (i) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c7.7(c)) by the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to such investment, is a Subsidiary Guarantor; of its Subsidiaries (ii) Investments by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) than Investments by the Borrower or any Subsidiary Guarantor in any Domestic Subsidiary that is not also a Designated Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assetsany Designated Subsidiary); (f) Permitted Acquisitions; (g) any Investments in Hedge Agreements permitted under Section 7.16; (h) Investments (including debt obligations and Capital Stock) received (i) in compromise connection with the bankruptcy or resolution reorganization of (x) suppliers and customers and in good faith settlement of delinquent obligations of trade creditors or of, and other disputes with, customers that were incurred and suppliers arising in the ordinary course of business business; (i) Investments consisting of consideration received in connection with Dispositions permitted under Section 7.5(g); (j) Investments made by the Borrower or any of its SubsidiariesSubsidiaries to the extent that the consideration therefor consists of equity securities of, including pursuant to any plan or proceeds of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans issuance by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees after the Closing Date of the Borrower or its Subsidiaries to finance the sale of equity securities of, the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not loans and advances to exceed 25% officers, directors and employees of the total aggregate consideration received from all Dispositions Borrower and its Subsidiaries for the sole purpose of property permitted under Section 6.5 during purchasing Capital Stock of the term hereofBorrower or of refinancing any such loans made by others (or purchase of such loans made by others), provided that if any such loans and advances are made in cash, the Person making such loans or advances shall, substantially contemporaneously with the making of any such loans or advances, receive cash in the amount of such loans and advances; (l) Investments by Borrower or any its Subsidiaries in any joint venture or in any Designated Subsidiary, provided that the aggregate consideration (other than any such consideration (i) of the type referred to in Section 7.7(j) or (ii) consisting of Hedging Obligationslicenses of Intellectual Property that do not constitute Dispositions) paid by the Borrower and such Subsidiaries in respect of such Investments during the term of this Agreement shall not exceed (1) in the case of any single Investment, $50,000,000 and (2) in the case of all such Investments, $100,000,000; (m) so long as (i) no Default (other than a Default existing solely under Section 8.1(d)) or Event of Default shall be in effect after giving effect to the Acquisition;making of such repurchase or cash conversion and (ii) after giving effect to the making of such repurchase or cash conversion, the Borrower shall be in pro forma compliance with the covenant in Section 7.1(c), the Borrower may (1) repurchase Subordinated Debt in the open market or (2) settle any conversion, or portion thereof, in cash pursuant to Article X of the Indenture (each a “Permitted Subordinated Debt Payment”); and (n) in addition to Investments otherwise expressly permitted by this Section 7.7, Investments by the Borrower or any of its Subsidiaries in an aggregate amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; and (ovalued at cost) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) during any single calendar year, $200,000,000 plus 20,000,000 and (ii) any amount attributable to Excluded Issuances after in the Closing Date less case of all such Investments during the amount term of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided thatAgreement, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)$40,000,000.

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “"Investments”"), except: (a) extensions of trade credit in the ordinary course of business; (b) investments Investments in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections Section 6.2(b) and (e); (d) loans and advances to employees of the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expensesexpenses and excluding advances made to employees in the form of federal income tax withholding payments paid by the Borrower or any of its Subsidiaries) in an aggregate amount for the Borrower and its Subsidiaries of the Borrower not to exceed $5,000,000 250,000 at any one time outstanding; (e) Permitted Acquisitions; (f) (i) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c)) by the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to such investment, is a Subsidiary Guarantor; and (ii) Investments by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iiif) Investments by the Borrower or any Subsidiary Guarantor of its Subsidiaries in any Subsidiary Qualified Tower Portfolios (provided, that is not in each case, such Qualified Tower Portfolio becomes a Subsidiary Guarantor in an amount not to exceed and the greater or $50,000,000 or 2.00% of Consolidated Total Assets; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its SubsidiariesMortgage Requirement is satisfied, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigationas applicable); provided that, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior to the time of Initial Mortgage Requirement Satisfaction Date, the making aggregate amount of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; and (o) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, shall not to exceed an amount equal to (x) $25,000,000 minus (y) the sum portion of the Applicable Amount (i) $200,000,000 plus paid as dividends by the Borrower to Holdings pursuant to Section 6.6(c)(iv) or (ii) any amount attributable used to Excluded Issuances make Capital Expenditures pursuant to Section 6.7(c), in each case, on or after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)Date.

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”), except: (a) extensions of trade credit in the ordinary course of business, including Accounts Receivable; (b) investments in cash and Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(bSection 7.2(b) and (e); (d) loans and advances to employees of Holdings, the Borrower or any Subsidiaries of the Borrower (i) in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for Holdings, the Borrower and its Subsidiaries of the Borrower not to exceed $5,000,000 500,000 at any one time outstandingoutstanding or (ii) relating to indemnification or reimbursement of any officers, directors or employees in respect of liabilities relating to their serving in any such capacity or as otherwise specified in subsection 7.10; (e) Permitted AcquisitionsInvestments by Holdings in the Borrower and the Subsidiary Guarantors; (f) Investments existing on the date hereof and listed on Schedule 7.8; (ig) Investments in assets useful in the Borrower’s or its Subsidiaries’ business (including through Acquisitions or Subsidiary Acquisitions) made by the Borrower or any of its Subsidiaries with the proceeds of any Reinvestment Deferred Amount; (h) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c7.8(c)) by Holdings, the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to such investment, is a Subsidiary Guarantor; ; (i) Acquisitions and other Investments by the Borrower and the Subsidiary Guarantors (other than Alliance Laundry Corporation) (including, without limitation, Investments by the Borrower and the Subsidiary Guarantors in Subsidiaries that are not Subsidiary Guarantors), provided that (i) (A) the aggregate consideration (including assumed Indebtedness, but excluding consideration in the form of Capital Stock of Holdings) for all such Acquisitions after the Effective Date shall not exceed the sum of (x) $50,000,000 and (y) the then unused Permitted Expenditure Amount at such time, (B) if any Consolidated Senior Debt is incurred in connection with any such Acquisition (1) after giving effect to such Acquisition on a pro forma basis as if such Acquisition has occurred on the first day of the most recent period of four consecutive fiscal quarters, the Consolidated Senior Debt Leverage Ratio on the last day of such period would not have been greater than 3.75 to 1.0 and (2) the Borrower shall have obtained the prior written consent of the Administrative Agent and the Required Lenders to the extent required pursuant to the proviso at the end of Section 7.2, (C) after giving effect to any such Acquisition and any Indebtedness incurred in connection therewith (including, without limitation, the borrowing of Revolving Credit Loans), Total Liquidity shall not be less than $10,000,000, (D) after giving effect to any such Acquisition on a pro forma basis as if such Acquisition had occurred on the first day of the most recent period of four consecutive fiscal quarters, the Consolidated Leverage Ratio on the last day of such period would not have been greater than the Consolidated Leverage Ratio set forth in Section 7.1(a) with respect to the date on which such Acquisition is consummated less 0.25 (or less 0.15, if the Consolidated Leverage Ratio set forth in Section 7.1(a) with respect to the date on which such Acquisition is consummated is less than or equal to 4.00 to 1.00), (E) prior to the consummation of any such Acquisition, the Administrative Agent shall have received a certificate of a Responsible Officer setting forth the calculations required to determine compliance with clauses (A) through (D) above and certifying that the conditions set forth in this Section 7.8(i) have been satisfied and (F) no Default or Event of Default shall have then occurred and be continuing or would result therefrom and (ii) after giving effect to any such Investment (other than an Acquisition), the aggregate outstanding or unreturned amount (including the aggregate consideration (including assumed Indebtedness) for all Subsidiary Acquisitions, but excluding any consideration in the form of Capital Stock of Holdings) of all such Investments (other than Acquisitions) (including Investments in the nature of sales and transfers of assets for less than fair market value and Guarantee Obligations permitted by Section 7.2(e) or 7.2(s)) made subsequent to the Effective Date shall not exceed the sum of (A) $5,000,000, (B) an amount equal to the excess of (x) the Designated Equity Amounts as of the date of such Investment over (y) the then unused Permitted Expenditure Amounts based upon such Designated Equity Amounts, and (C) any other cash received on any such Investments, provided, further, that the conversion of any Indebtedness owed to the Borrower or any Subsidiary by any Subsidiary that is not a Subsidiary Guarantor into equity of such Subsidiary shall not constitute an additional Investment in such Subsidiary by the Borrower or such Subsidiary for purposes of clause (ii) of the limitation contained in the immediately preceding proviso; (j) Investments received in connection with the collection of Accounts Receivable in the ordinary course of business and Investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in good faith settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; (k) Investments received in connection with any Asset Sale or other Disposition permitted hereunder; (l) loans and advances (including in respect of Notes Receivable) to suppliers and customers or users of the Borrower or any other Subsidiary that is not a Subsidiary Guarantor; and Subsidiary’s products or customers of distributors of such products in the ordinary course of business consistent with past practice; (iiim) the CLD Acquisition; (n) Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor in an amount not of its Subsidiaries arising out of sales and transfers of Receivables, equipment loans and related assets pursuant to exceed the greater or $50,000,000 or 2.00% of Consolidated Total AssetsSection 7.5(m); (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (ho) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 and advances to employees members of the Borrower or its Subsidiaries to finance the sale management of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 Holdings in an aggregate amount not to exceed 25% $2,000,000 plus payment-in-kind interest at any time outstanding in connection with the acquisition of Capital Stock of Holdings by such members of management on the Effective Date; (p) [Intentionally Omitted] (q) Investments in respect of the total aggregate consideration received from all Dispositions purchase money notes described in Section 7.5(m); (r) Investments (i) arising out of property any repurchase pursuant to Section 7.9 of Senior Subordinated Notes or other Indebtedness permitted under Section 6.5 during 7.2(f) or (ii) any repurchase of Indebtedness in connection with the term hereofrefinancing thereof to the extent permitted under Section 7.2; (ls) Investments consisting of Hedging Obligationsby Subsidiaries which are not Subsidiary Guarantors in the Borrower or any other Subsidiary; (mt) Investments arising out of the AcquisitionLimited Originator Recourse; (nu) Investments under Hedge Agreements permitted by Section 7.18; (v) Investments in the nature of pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business or otherwise described in Section 7.3(c) or (d); and (w) Investments by the Borrower or any of its Subsidiaries in a Person in connection with a joint venture or similar arrangement in respect of which no other co-investor or other Person has a greater legal or beneficial ownership interest than the Borrower or such Subsidiary in an aggregate amount not to exceed at any time an amount that does not exceed the Available Amount immediately prior equal to the time of the making of such Investment$5,000,000; provided that (i) such amount shall be increased to $15,000,000 during any Joint Venture Step-Up Period, so long as no Default or Event of Default has occurred and is then continuing or would result therefrom; and (o) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less Borrower or such Subsidiary complies with the amount provisions of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (osubsection 6.10(c) or to finance any Permitted Acquisition; provided thathereof, if an Investment made pursuant applicable, with respect to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)ownership interest.

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”), except: (a) extensions of trade credit in the ordinary course of business; (b) investments Investments in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(bSection 7.2(b) and (e); (d) loans and advances to employees of the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower and its Subsidiaries of the Borrower not to exceed $5,000,000 2,000,000 at any one time outstanding; (e) Permitted AcquisitionsInvestments in assets useful in the Borrower’s business made by the Borrower or any of its Subsidiaries with the proceeds of any Reinvestment Deferred Amount; (f) (i) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c7.8(c)) by the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to such investmentInvestment, is a Subsidiary Guarantor; (ii) Investments , or by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; (g) Investments consisting of prepaid expenses made in the ordinary course of business; (h) Investments consisting solely of appreciation in value of Investments permitted under this Section 7.8; (i) Acquisitions permitted by Section 7.4(a) and (b) and Investments resulting from any transaction permitted by Section 7.5(d); (j) Investments as a result of the receipt of non-cash consideration in the settlement of any litigation or claims; (k) Acquisitions by the Borrower of Holdings Common Stock in connection with the redemption of Borrower Membership Units by a Founding Member in accordance with Article 9 of the Borrower LLC Operating Agreement; (l) Acquisitions by the Borrower or any of its Subsidiaries (each a “Permitted Acquisition”); provided that (i) immediately prior to and after giving effect to such Permitted Acquisition, no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) each applicable Loan Party and any newly created or acquired Subsidiary shall, or will within the times specified therein, have complied with the requirements of Section 6.10, (iii) such Acquisition is of a Person or ongoing business in a line of business in which the Borrower and its Subsidiaries is permitted to engage pursuant to Section 7.15, (iv) if such Permitted Acquisition is a Material Permitted Acquisition, after giving effect thereto on a pro forma basis, the Consolidated Net Senior Secured Leverage Ratio shall be less than or equal to 6.50 to 1.00; provided that, for purposes of determining the Consolidated Net Senior Secured Leverage Ratio for this clause (l(iv)), the aggregate amount of Revolving Credit Loans included in the calculation of Consolidated Senior Secured Debt shall not exceed the Revolving Credit Commitments in effect on the date of such Permitted Acquisition, and (v) the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this Section 7.8(l) have been satisfied or will be satisfied on or prior to the consummation of such Permitted Acquisition and disclosing any Indebtedness assumed in connection with such Permitted Acquisition as permitted by Section 7.2(m); (m) Investments consisting of endorsements for collection or deposit in the ordinary course of business; (n) Investments consisting of indemnification obligations to the respective officers, directors and managers of the Borrower and any of its Subsidiaries to the extent required under the organizational documents of the Borrower or such Subsidiary, as applicable; (o) Investments resulting from the creation of new Subsidiaries of the Borrower as otherwise permitted hereunder; provided that the Borrower shall comply with Section 6.10 in connection therewith; (p) Investments consisting of payments required to be made pursuant to any Hedge Agreement; (q) Investments consisting of loans and advances to Holdings made in lieu of (but not in addition to) the Restricted Payments permitted to be made pursuant to Sections 7.6(c) through (f) and 7.6(i); (r) Investments consisting of advances to Georgia Theater Company-II in connection with dispositions permitted under Section 7.5(h); (s) Investments arising from the Borrower or any of its Subsidiaries offering such concessionary trade terms, or from receiving such Investments, in connection with the bankruptcy or reorganization of their respective suppliers or customers or the settlement of disputes with such customers or suppliers arising in the ordinary course of business, as management deems reasonable; (t) in addition to Investments otherwise expressly permitted by this Section, Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assets; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount (valued at cost) not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 $25,000,000 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; and (o) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)Agreement.

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty guarantee or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”), except: (a) extensions of trade credit in the ordinary course of business; (b) investments Investments in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(b7.2(b), (e) and (ek) (and any Investment consisting of equity interests arising upon the conversion to equity of any Indebtedness permitted by Section 7.2(k)) and any guarantee permitted by Section 7.2(a), (f), (g)(ii), (m), (n) or (o); (d) loans and advances to employees of Investments in assets useful in the Borrower’s or a Class I Restricted Subsidiary’s business (other than inventory) made by the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower and its Subsidiaries not to exceed $5,000,000 at with the proceeds of any one time outstandingReinvestment Deferred Amount; (e) Permitted Acquisitions; (f) (i) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c7.8(c)) by the Parent, Holdings, Intermediate Holdings, the Borrower or any of its Restricted Subsidiaries in the Borrower or any Person that, prior to such investmentInvestment, is a Subsidiary Guarantor; ; (f) equity interests acquired by the Borrower or any Restricted Subsidiary in a Person engaged in the indoor motion picture exhibition business if (i) such Person’s theaters are managed by the Borrower or such Restricted Subsidiary, (ii) Investments by any Subsidiary such equity interest is acquired solely in exchange for services rendered in connection with the management of such Person’s theaters, (iii) the board of directors of the Borrower determines that such acquisition is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; in the best interests of the Borrower and (iiiiv) promptly after the acquisition of such equity interests, such equity interests are pledged to the Administrative Agent for the benefit of the Secured Parties to the extent required by Section 6.9; (g) loans and advances to employees of the Parent, Holdings, Intermediate Holdings, the Borrower or any of the Class I Restricted Subsidiaries in the ordinary course of business (including for travel and entertainment expenses) in an aggregate amount not to exceed $1,000,000 at any one time outstanding; (h) Investments by the Borrower or any Subsidiary Guarantor of its Class I Restricted Subsidiaries in any Subsidiary Unrestricted Subsidiaries, Class II Restricted Subsidiaries, partnerships, joint ventures and other entities that is are not a Subsidiary Guarantor Guarantors in an amount not to exceed the greater Applicable Amount at the time of, and immediately prior to the making of, any such Investment; provided that, (i) any such amounts invested in any entity that is not a Subsidiary or the business of which is outside the Borrower’s primary line of business shall not exceed $50,000,000 5,000,000 in any Fiscal Year and (ii) immediately prior to and after giving effect to such Investment under this paragraph (h), no Default or 2.00% Event of Consolidated Total AssetsDefault shall have occurred and be continuing; and provided further that (x) transfers by the Borrower or the Class I Restricted Subsidiaries to any Unrestricted Subsidiary of fee-owned property in connection with the incurrence by such Unrestricted Subsidiary of Non-Recourse Debt secured by such fee-owned property, as contemplated by Section 7.2(h)(i)(B) and (y) Investments in Brazilco by any Unrestricted Subsidiary that is subsequently designated as a Class I Restricted Subsidiary, in each case shall not constitute Investments for purposes of determining the Applicable Amount; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of Investments by the Borrower or any of its SubsidiariesClass I Restricted Subsidiaries in Permitted Acquisitions, including pursuant provided that, (A) to any plan the extent such Investment results in the creation or acquisition of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees a Subsidiary of the Borrower or its Subsidiaries to finance the sale (other than an Excluded Foreign Subsidiary of the Borrower’s Capital Stock by the Borrower Class I Restricted Subsidiary so acquired), such Subsidiary must be a Class I Restricted Subsidiary and (B) immediately prior to and after giving effect to such employees; (i) receivables owing to the Borrower Permitted Acquisition, no Default or any Subsidiary if created or acquired in the ordinary course Event of business Default shall have occurred and payable or dischargeable in accordance with customary trade termsbe continuing; (j) any Investment in any Person to the extent such Investment consists of prepaid expensesInvestments permitted by Sections 7.5(b), negotiable instruments held for collection 7.5(f), 7.5(h), 7.6 and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries7.17; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereofAcquisition; (l) Investments consisting in Subsidiaries of Hedging Obligationsthe Borrower resulting from purchases of minority interests in such Subsidiaries in exchange for the Parent’s common stock; (m) Investments by the AcquisitionBorrower or any of its Class I Restricted Subsidiaries consisting of refundable construction advances made with respect to the construction of motion picture exhibition theatres in the ordinary course of business; (n) Investments in an amount that does not exceed by the Available Amount immediately prior to the time Borrower or any of its Class I Restricted Subsidiaries consisting of the making licensing or contribution of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefromIntellectual Property pursuant to joint marketing arrangements; and (o) other Investments by the Borrower or any of its Class I Restricted Subsidiaries received in any Person having an aggregate Fair Market Value (measured on connection with the date bankruptcy or reorganization of or settlement of, delinquent accounts and disputes with or judgments against, customers and suppliers, in each such Investment was made and without giving effect to subsequent changes case in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) the ordinary course of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)business.

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”), except: (a) extensions of trade credit in the ordinary course of business; (b) investments Investments in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(bSection 7.2(b) and (e); (d) loans and advances to employees of the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower and its Subsidiaries of the Borrower not to exceed $5,000,000 1,000,000 at any one time outstanding; (e) Permitted AcquisitionsInvestments in assets useful in the Borrower’s business made by any Wholly Owned Subsidiary Guarantor with the proceeds of any Reinvestment Deferred Amount; (f) (i) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c7.2(b) and (e)) by the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to such investmentInvestment, is a Wholly Owned Subsidiary Guarantor; ; (iig) Permitted Acquisitions; (h) Permitted Unrestricted Subsidiary Acquisitions; (i) Investments made with Unrestricted Subsidiary Cash; (j) in addition to Investments otherwise expressly permitted by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) this Section, Investments by the Borrower or any of its Subsidiaries any Permitted Unrestricted Subsidiary Guarantor Acquisitions, in an aggregate amount (valued at cost), not to exceed $35,000,000, plus, if the Minimum Liquidity Amount after giving pro forma effect to such Investment is greater than $100,000,000, other Investments not otherwise permitted by this Section 7.8, excluding at all times any Subsidiary Investment in which any Specified Brand Assets are sold, contributed, conveyed, assigned or otherwise transferred to any Person that is not a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assets; (g) any Investments received Loan Party; provided that (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or Event of Default has shall have occurred and be continuing at the time of such Investment or shall result therefrom and (ii) the Borrower is continuing or would result therefromin pro forma compliance with Section 7.1 before and after giving effect to such Investment; (k) Guarantee Obligations permitted pursuant to Section 7.2(f); (l) Permitted Foreign Subsidiary Acquisitions; (m) [Reserved]; and (on) other Investments hedge and warrant option transactions and capped call option transactions entered into by the Borrower in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together connection with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “a Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)Convertible Notes Offering.

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “"Investments”"), except: (a) extensions of trade credit in the ordinary course of business; (b) investments in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(bSection 7.2(d) and (ef); (d) loans and advances to employees of the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses, housing loans, loans to purchase the capital stock of the Borrower) in an aggregate amount for the Borrower and its Subsidiaries of the Borrower not to exceed $5,000,000 20,000,000 at any one time outstanding; (e) Permitted Acquisitionsthe Acquisition; (f) Investments in assets useful in the Borrower's business made by the Borrower or any of its Subsidiaries with the proceeds of any Reinvestment Deferred Amount; (g) the Borrower's 50% limited partnership interest in Tesoro Building Project, Ltd., a Delaware limited partnership; (i) the purchase of stock issued by the Borrower from participants in the incentive stock plans of the Borrower made for the purpose of satisfying federal withholding tax obligations of such participants as provided for under the terms of such incentive stock plans or stock incentive grants thereunder or (ii) the purchase of existing options issued to such participants pursuant to such incentive stock plans in order to make stock available for issuance to current employees, provided that the aggregate amount of Investments (other than those relating permitted pursuant to the incurrence foregoing clause (ii) during the term of this Agreement shall in no event exceed $15,000,000; (i) purchases of all or substantially all of the Capital Stock of Persons engaged in lines of business similar to the line of business of the Borrower on the date of this Agreement, but in no event in contravention of Section 4.16; provided that the aggregate amount of Investments made pursuant to this Section 7.7(i), taken together with the aggregate amount of Indebtedness permitted assumed by the Borrower and its Subsidiaries pursuant to Section 6.8(c7.2(i), shall in no event exceed $150,000,000; (j) Investments by the Borrower or any of its Subsidiaries in (i) the Borrower or any Person that, prior to such investment, is a Subsidiary Guarantor; Guarantor or (ii) Investments by any Subsidiary that Person which is not a Subsidiary Guarantor in an aggregate amount not to exceed $7,500,000; (k) Investments, in an aggregate amount not exceeding $75,000,000, by the Borrower or any other Subsidiary that is not a Subsidiary Guarantor; of its Subsidiaries in the businesses of branded dealers and distributors in connection with retail gasoline station improvements; (iiil) Investments by the Borrower or any of its Subsidiaries consisting of the receipt by the Borrower or such Subsidiary Guarantor of Capital Stock or other securities, obligations or production payments in any Subsidiary that is not a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% settlement of Consolidated Total Assets; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred debts created in the ordinary course of business and owing to, or in satisfaction of judgments in favor of, the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon ; provided that the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 debts so settled and judgments so satisfied during the term hereof; (l) Investments consisting of Hedging Obligations;this Agreement shall not exceed $20,000,000; and (m) entering into a joint venture or partnership in connection with the Acquisition; sale to such joint venture or partnership of all or a portion of the Marine Services Assets; provided, that the fair market value of the investment by the Borrower and its Subsidiaries in such joint venture or partnership (nincluding the value of the Marine Services Assets transferred to such joint venture or partnership) Investments shall in an amount that does not no event exceed $150,000,000 and the Available Amount immediately prior terms of such joint venture or partnership shall be reasonably satisfactory to the time Administrative Agent in all material respects and the interests of the making Borrower and any of its Subsidiaries in such Investment; provided that no Default joint venture or Event of Default has occurred and is continuing or would result therefrom; and (o) other Investments in any Person having an aggregate Fair Market Value (measured on partnership shall be pledged to the date each such Investment was made and without giving effect to subsequent changes in value)Administrative Agent, when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) for the benefit of the definition of “Permitted Acquisition” that are at Lenders, in the time outstanding, not to exceed an amount equal to the sum of manner provided in clauses (i) $200,000,000 plus and (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (oSection 6.10(a).

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”), except: (a) extensions of trade credit in the ordinary course of business; (b) investments Investments in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(bSection 7.2(b) and (e); (d) loans and advances to employees of the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower and its Subsidiaries of the Borrower not to exceed $5,000,000 2,000,000 at any one time outstanding; (e) Permitted AcquisitionsInvestments in assets useful in the Borrower’s business made by the Borrower or any of its Subsidiaries with the proceeds of any Reinvestment Deferred Amount; (f) (i) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c7.8(c)) by the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to such investmentInvestment, is a Subsidiary Guarantor; (ii) Investments , or by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; (g) Investments consisting of prepaid expenses made in the ordinary course of business; (h) Investments consisting solely of appreciation in value of Investments permitted under this Section 7.8; (i) Acquisitions permitted by Section 7.4(a) and (b) and Investments resulting from any transaction permitted by Section 7.5(d); (j) Investments as a result of the receipt of non-cash consideration in the settlement of any litigation or claims; (k) Acquisitions by the Borrower of Holdings Common Stock in connection with the redemption of Borrower Membership Units by a member of the Borrower (other than Holdings) in accordance with Article 9 of the Borrower LLC Operating Agreement; (l) Acquisitions by the Borrower or any of its Subsidiaries (each a “Permitted Acquisition”); provided that (i) immediately prior to and after giving effect to such Permitted Acquisition, no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) each applicable Loan Party and any newly created or acquired Subsidiary shall, or will within the times specified therein, have complied with the requirements of Section 6.10, (iii) such Acquisition is of a Person or ongoing business in a line of business in which the Borrower and its Subsidiaries is permitted to engage pursuant to Section 7.15, (iv) if such Permitted Acquisition is a Material Permitted Acquisition, after giving effect thereto on a pro forma basis, the Consolidated Net Senior Secured Leverage Ratio shall be less than or equal to 6.50 to 1.00; provided that, for purposes of determining the Consolidated Net Senior Secured Leverage Ratio for this clause (l(iv)), the aggregate amount of Revolving Credit Loans included in the calculation of Consolidated Senior Secured Debt shall not exceed the Revolving Credit Commitments in effect on the date of such Permitted Acquisition, and (v) the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this Section 7.8(l) have been satisfied or will be satisfied on or prior to the consummation of such Permitted Acquisition and disclosing any Indebtedness assumed in connection with such Permitted Acquisition as permitted by Section 7.2(m); (m) Investments consisting of endorsements for collection or deposit in the ordinary course of business; (n) Investments consisting of indemnification obligations to the respective officers, directors and managers of the Borrower and any of its Subsidiaries to the extent required under the organizational documents of the Borrower or such Subsidiary, as applicable; (o) Investments resulting from the creation of new Subsidiaries of the Borrower as otherwise permitted hereunder; provided that the Borrower shall comply with Section 6.10 in connection therewith; (p) Investments consisting of payments required to be made pursuant to any Hedge Agreement; (q) Investments consisting of loans and advances to Holdings made in lieu of (but not in addition to) the Restricted Payments permitted to be made pursuant to Sections 7.6(c) through (f) and 7.6(i); (r) Investments consisting of advances to Georgia Theater Company-II in connection with dispositions permitted under Section 7.5(h); (s) Investments arising from the Borrower or any of its Subsidiaries offering such concessionary trade terms, or from receiving such Investments, in connection with the bankruptcy or reorganization of their respective suppliers or customers or the settlement of disputes with such customers or suppliers arising in the ordinary course of business, as management deems reasonable; (t) in addition to Investments otherwise expressly permitted by this Section, Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assets; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount (valued at cost) not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 $25,000,000 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; and (o) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)Agreement.

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”), except: (a) extensions of trade credit in the ordinary course of business; (b) investments in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(b) and (e); (d) loans and advances to employees of the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower and its Subsidiaries not to exceed $5,000,000 at any one time outstanding; (e) Permitted Acquisitions; (f) (i) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c)) by the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to such investment, is a Subsidiary Guarantor; (ii) Investments by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assets20,000,000; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; and (o) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus 200,000,000plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o).

Limitation on Investments. Make after The Credit Parties, subject to the Closing Date Order and any other order of the Bankruptcy Court, will not, and will not permit any of their respective Restricted Subsidiaries to, make any advance, loan, extension extensions of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stockstock, bonds, notes, debentures or other debt securities of, of or any assets constituting an ongoing business fromof, or make any other investment Investment in, any other Person (all of the foregoing, “Investments”)Person, except: (a) extensions of trade credit and asset purchases in the ordinary course of business; (b) investments in Cash EquivalentsPermitted Investments; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(b) and (e); (d) loans and advances to officers, directors and employees of the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower and its Subsidiaries not to exceed $5,000,000 at any one time outstanding; (e) Permitted Acquisitions; (f) (i) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c)) by the Borrower or any of its Subsidiaries for reasonable and customary business related travel, entertainment, relocation and analogous ordinary business purposes in an aggregate principal amount at any time outstanding under this clause (c) not exceeding $2,500,000; (d) Investments existing or contractually committed on the Signing Date and listed on Schedule 10.5 to this Agreement and any extensions, renewals or reinvestments thereof, so long as the aggregate amount of all Investments pursuant to this clause (d) is not increased at any time above the amount of such Investments existing on the Signing Date; (e) Investments received in connection with the bankruptcy or reorganization of suppliers or customers and in settlement of delinquent obligations of, and other disputes with, customers arising in the Borrower or any Person that, prior to such investment, is a Subsidiary Guarantor; ordinary course of business; (iif) Investments by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assets[reserved]; (g) any Investments received in (i) any Subsidiary Guarantor or the Borrower; (ii) Restricted Subsidiaries that are not Guarantors, in compromise or resolution the case of this clause (g)(ii), in an aggregate amount not to exceed (x) obligations in the case of trade creditors Government Business Subsidiaries, $15,000,000 at any one time outstanding and (y) in the case of all other Restricted Subsidiaries that are not Guarantors, $20,000,000 in the aggregate at any one time outstanding; (iii) any Unrestricted Subsidiary that is made by Restricted Subsidiaries that are not Guarantors, in the case of this clause (g)(iii), in an aggregate amount not to exceed $10,000,000 at any one time outstanding and; (iv) Restricted Subsidiaries that are not Guarantors to the extent such Investments are made by Restricted Subsidiaries that are not Guarantors; and (v) Designated Target Subsidiaries, on and after the closing of the Designated Target Transaction, for working capital purposes in an aggregate amount not to exceed, at any one time outstanding, $80,000,000 minus the amount by which (x) the amount of Investments in the Designated Target Subsidiaries made in reliance on clause (i) of the Section 10.5(s) exceeds (y) $520,000,000; provided that (x) Investments in the Designated Target Subsidiaries in reliance on this clause (g)(v) and clause (s)(i) below shall be funded by the Designated Target Intercompany Loan and (y) the Designated Target Intercompany Loan directly held by any Credit Party shall be subject to the DIP Liens and the Adequate Protection Liens; (h) [reserved]; (i) [reserved]; (j) Investments constituting non-cash proceeds of sales, transfers and other dispositions of assets to the extent permitted by Section 10.4(b) or customers that (c); (k) [reserved]; (l) Investments permitted under Section 10.6; (m) [reserved]; (n) Investments constituting advances in the form of a prepayment of expenses, so long as such expenses were incurred in the ordinary course of business and are being paid in accordance with customary trade terms of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgmentssuch Subsidiary; (ho) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower extent constituting Investments, any payments under any contracts to construct, launch, operate or any Subsidiary if created or acquired insure Satellites which contracts are entered into in the ordinary course of business and payable or dischargeable in accordance with customary trade termsbusiness; (jp) any Investment loans and advances for purposes for which a dividend is otherwise permitted pursuant to Section 10.6, including, without limitation dividends of the type contemplated in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its SubsidiariesSection 10.6(j); (kq) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof[reserved]; (lr) Investments consisting of Hedging Obligations[reserved]; (ms) the Acquisition; other Investments (nincluding Investments in any Restricted Subsidiary that is not a Guarantor solely as an intermediate step of any such Investment; it being agreed that such intermediate steps shall not constitute separate Investments requiring additional capacity under this Section 10.5) Investments in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; and (o) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal up to the sum of (i) $200,000,000 plus 350,000,000 at any one time outstanding, which amount shall be increased to an amount equal to the lesser of (A) $600,000,000 and (B) an amount, as necessary, to consummate the Designated Target Transaction in accordance with the terms of the Designated Target Transaction Agreements (it being understood, for the avoidance of doubt, such amount shall not include any Investments in the Designated Target Subsidiaries for working capital purposes other than the working capital and cash adjustments to the purchase price in accordance with the Designated Target Transaction Agreements) (“Increased Investment Basket”) concurrently with and in order to consummate the Designated Target Transaction (provided that, (w) the Designated Target Transaction Agreements shall not have been amended, modified or waived by the Borrower or its Subsidiaries in a manner materially adverse to the Lenders without the prior written consent of the Required Lenders (provided that each Lender shall be deemed to have consented to such amendment, waiver or consent unless it shall object in writing thereto to the Borrower within five (5) Business Day after notice and receipt of such proposed amendment, waiver or consent); (x) Investments in the Designated Target Subsidiaries in reliance on this clause (i)s)(i) and clause (g)(v) above shall be funded by the Designated Target Intercompany Loan; and (y) the Designated Target Intercompany Loan and the Equity Interests in any Designated Target Subsidiary directly held by any Credit Party shall be subject to the DIP Liens and the Adequate Protection Liens) and (ii) except with respect to the Designated Target Transaction, an amount funded by any amount attributable Permitted Acquisition Debt incurred in connection with any Permitted Acquisitions; provided, that, to Excluded Issuances after the Closing Date less the amount of extent any Investment pursuant to this clause (s) constitutes an Acquisition, such Excluded Issuances that have been used after the Closing Date to make any Investment shall be a Permitted Acquisition; provided further that, no Investments pursuant to this clause (os) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is may be made in any Restricted Subsidiary that is not a Guarantor unless such Investment is to facilitate an Acquisition or to make an Investment in an Acquired Person or its Subsidiaries; provided, further, that, upon consummation of the Designated Target Transaction, neither the Credit Parties nor any Restricted Subsidiaries shall be permitted to make any Investments under clause (ii) of this Section 10.5(s). (t) [reserved]; (u) Investments subject to and permitted under Section 10.3; (v) Investments constituting Guarantee Obligations permitted under Section 10.1(A)(e); and (w) Guarantee Obligations of Borrower and any Guarantor in respect of any Permitted Refinancing Indebtedness in respect thereof. Notwithstanding the foregoing, no Investments may be made, on and after the Signing Date, to (i) any Unrestricted Subsidiary (other than pursuant to Section 10.5(g)(iii)) or (ii) any License Subsidiary that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)Guarantor.

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”), except: (a) extensions of trade credit in the ordinary course of business; (b) investments Investments in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections Section 6.2(b) and (e6.2(e); (d) loans and advances to employees of the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expensesexpenses and excluding advances made to employees in the form of federal income tax withholding payments paid by the Borrower or any of its Subsidiaries) in an aggregate amount for the Borrower and its Subsidiaries of the Borrower not to exceed $5,000,000 500,000 at any one time outstanding; (e) Permitted Acquisitions; (f) (i) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c)) by the Borrower or any of its Restricted Subsidiaries in the Borrower or any Person that, prior to such investment, is a Subsidiary Guarantor; ; (ii) Investments by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iiif) Investments by the Borrower or any Subsidiary Guarantor of its Restricted Subsidiaries in Qualified Tower Portfolios or to acquire minority interests in entities which develop, own or operate Towers; provided that (i) the aggregate consideration for all such Investments during the term of this Agreement (including, without limitation, assumed indebtedness, deferred purchase price and any Subsidiary that is earn-outs) which when combined with the aggregate amount of Capital Expenditures made pursuant to Section 6.7 during the term of this Agreement shall not exceed $75,000,000 and (ii) the aggregate consideration for all such Investments to acquire minority interests in entities which develop, own or operate Towers during the term of this Agreement (including, without limitation, assumed indebtedness, deferred purchase price and any earn-outs) which when combined with the aggregate amount of Capital Expenditures made pursuant to Section 6.7 during the term of this Agreement to acquire minority interests in entities which own or operate Towers shall not exceed $20,000,000; provided, further any such entity so acquired becomes a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total AssetsGuarantor; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in existing on the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgmentsdate hereof and listed on Schedule 6.8(g); (h) loans by the Borrower Future cash Investments in Unrestricted Subsidiaries in an aggregate principal amount (valued at cost) not exceeding to exceed $5,000,000 to employees 15,000,000 during the term of the Borrower or its this Agreement; provided that there shall be no limit on Investments in Unrestricted Subsidiaries to finance the sale of the Borrower’s Capital Stock funded by the Borrower to such employeesParent common stock; (i) receivables owing to Investments in Unrestricted Subsidiaries formed for the Borrower or purpose of effecting any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms;Securitization Arrangement; and (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; and (o) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o).

Limitation on Investments. Make after the Closing Date or hold any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”)Investment, except: (a) extensions of trade credit (or notes receivable arising from such grant) and deposits, prepayments and other credits to suppliers made in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or in connection with the bankruptcy or reorganization of suppliers or customers or in settlement of delinquent obligations of, or other disputes with, suppliers and customers, and other credits to suppliers in the ordinary course of business; (b) investments Investments in assets that were Cash EquivalentsEquivalents at the time such Investments were made; (c) Investments arising in connection with the incurrence of Indebtedness, Liens, fundamental changes, Dispositions, Restricted Payments and lending of Indebtedness sale/leaseback transactions permitted by Sections 6.2(b) 6.2, 6.3, 6.4, 6.5, 6.6 and (e)6.11, respectively; (d) loans and advances Investments (other than those relating to employees the incurrence of Indebtedness permitted by Section 6.8(c)) by (i) any Jefferson Group Member in the Borrower or any Subsidiaries of Person that, at the Borrower in time of, prior to or immediately following the ordinary course of business consummation of, such Investment, is a Subsidiary Guarantor, and (including, without limitation, for travel, entertainment and relocation expensesii) any Subsidiary (other than JRTI prior to the Existing Notes Release or a Subsidiary Guarantor) in an aggregate amount for any other Subsidiary (other than JRTI prior to the Borrower and its Subsidiaries not to exceed $5,000,000 at any one time outstandingExisting Notes Release or a Subsidiary Guarantor); (e) Permitted Acquisitions; (f) (i) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c)) by the Borrower or any of its Subsidiaries Subsidiary Guarantor in the Borrower or any Person that, prior to such investment, is other Subsidiary (other than a Subsidiary Guarantor; ) (i) not to exceed $5,000,000 outstanding at any time or (ii) to fund maintenance Capital Expenditures by such Subsidiary; (f) [reserved]; (g) loans to any employee of the Borrower and/or its Subsidiaries, not to exceed an aggregate principal amount of $1,000,000 at any one time outstanding; (h) [reserved]; (i) Investments (i) existing or contemplated on the Closing Date and set forth on Schedule 6.8(i) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) existing on the Closing Date by any Subsidiary Jefferson Group Member in any other Jefferson Group Member and any modification, renewal or extension thereof; provided that the amount of any Investment permitted pursuant to this Section 6.8(i) is not increased from the amount of such Investment on the Closing Date except (A) by capitalized amounts related to unpaid accrued interest and premium, (B) pursuant to the terms of such Investment as of the Closing Date or (C) as otherwise permitted by this Section 6.8; (j) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 6.5; (k) Permitted Acquisitions; (l) Investments held by a Subsidiary Guarantor to any other Subsidiary that is not acquired after the Closing Date or of a Subsidiary Guarantor; and (iii) Investments by Person merged, amalgamated or consolidated with or into the Borrower or any Subsidiary Guarantor in accordance with Section 6.4 to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation; (m) Guaranties by any Subsidiary Jefferson Group Member of leases (other than Capital Leases) or other obligations that is do not a Subsidiary Guarantor constitute Indebtedness, in each case entered into in the ordinary course of business; (n) Investments consisting of Hedge Agreements to protect against changes in interest rates, commodity prices, foreign exchange rates, volumes or quantities in accordance with prudent industry practice; (o) Investments in Unrestricted Subsidiaries and joint ventures after the date hereof in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assets10,000,000 at any time outstanding; (gp) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments[reserved]; (hq) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees[reserved]; (ir) receivables owing [reserved]; and (s) other Investments by any Jefferson Group Member (other than JRTI prior to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (jExisting Notes Release) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 251.0% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; and (o) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value)Total Assets, when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are determined at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such dateis made, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)at any time outstanding.

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty Guarantee Obligation or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”), except: (a) extensions of trade credit in the ordinary course of businessbusiness (including any instrument evidencing the same and any instrument, security or other asset acquired through bona fide collection efforts with respect to the same); (b) investments Investments in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(b7.2(b), 7.2(e) and (eand/or 7.2(i); (d) loans and advances to officers, directors, employees of the Borrower or any of its Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses, but not to repurchase Capital Stock) in an aggregate amount for the Borrower and its Subsidiaries not to exceed $5,000,000 2,000,000 at any one time outstanding; (e) Permitted AcquisitionsInvestments in assets useful in the Borrower’s business made by the Borrower or any of its Subsidiaries with the proceeds of any Reinvestment Deferred Amount; (f) (i) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c7.8(c)) by the Borrower or any of its Subsidiaries in (i) the Borrower or (ii) any Person that, prior to such investmentInvestment, is a Subsidiary Guarantor; ; (iig) Investments constituting Permitted Business Acquisitions; (h) in addition to Investments otherwise expressly permitted by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) this Section, Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor of its Subsidiaries in an aggregate amount (valued at cost) not to exceed during the greater or term of this Agreement $50,000,000 or 2.00% of Consolidated Total Assets; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees15,000,000; (i) receivables owing Hedge Agreements with respect to the Borrower Loans or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade termsotherwise permitted under Section 7.17; (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount Subsidiaries that does are not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or Event of Default has occurred Guarantors and is continuing or would result therefrom; and (o) other Investments in any Person Unrestricted Subsidiaries having an aggregate Fair Market Value a fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made in Subsidiaries that are not Guarantors and Unrestricted Subsidiaries pursuant to this clause (oj) or clause (i)(ii) of since the definition of “Permitted Acquisition” that are at the time outstandingClosing Date, not to exceed an amount equal $3,000,000 (but, to the sum of (i) $200,000,000 plus (ii) extent that any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (oj) since the Closing Date is made in any Person that is not sold or otherwise liquidated for cash or designated as a Subsidiary, minus the lesser of (x) the cash return of capital with respect to such Investment (less the cost of disposition, if any) or the fair market value of such Unrestricted Subsidiary at the date time of redesignation (as applicable) and (y) the initial amount of the making Investment); (k) Investments resulting as a result of the receipt of non-cash consideration in connection with Dispositions permitted under Section 7.5; (l) (x) indemnities granted in the ordinary course of business and (y) deposits, prepayments and other credits to suppliers made in the ordinary course of business; (m) non-cash loans to officers, directors and employees of the Borrower, its Subsidiaries and, upon and following the Holdings Accession Date, Holdings, in connection with such Investment person’s purchase of Capital Stock of Holdings or the Borrower; (n) Investments consisting of endorsements for collection or deposit in the ordinary course of business; (o) Investments outstanding on the Closing Date and such Person becomes a Subsidiary after such dateidentified on Schedule 7.8; (p) Investments consisting of xxxx xxxxxxx money deposits required in connection with Permitted Business Acquisitions; (q) advances to customers or suppliers in the ordinary course of business that are, such Investment will thereafter be deemed to have been made in conformity with GAAP, recorded as accounts receivable, prepaid expenses or deposits on balance sheet and endorsements for collection or deposit arising in the ordinary course of business; (r) Investments consisting of licensing or contribution of Intellectual Property pursuant to clause joint marketing arrangements with other Persons in the ordinary course of business; and (fs) above and shall cease to have been made pursuant to this clause (o)the Acquisition may be made.

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”"INVESTMENTS"), except: (a) extensions of trade credit in the ordinary course of business; (b) investments Investments in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(b) and (eSection 7.2(b); (d) loans and advances to employees of the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower and its Subsidiaries of the Borrower not to exceed $5,000,000 at any one time outstandingoutstanding the lesser of (i) $10,000 multiplied by the number of radio broadcast stations owned by the Borrower and its Subsidiaries as at the date of determination and (ii) $3,000,000; (e) Permitted Acquisitionsthe Acquisition; (f) Investments in assets useful in the Borrower's business made by the Borrower or any of its Subsidiaries with the proceeds of any Reinvestment Deferred Amount; (ig) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c7.8(c)) by the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to such investment, is a Subsidiary Guarantor; ; (iih) Permitted Acquisitions; (i) Investments in existence on the date hereof and listed on Schedule 7.8(i); and (j) in addition to Investments otherwise expressly permitted by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) this Section, Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assets; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount (valued at cost) not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 $2,500,000 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; and (o) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)Agreement.

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”), except: (a) extensions of trade credit in the ordinary course of business; (b) investments Investments in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(b7.2(b), 7.2(e), 7.2(j) and (e7.2(u); (d) loans and advances to employees of the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower and its Subsidiaries not to exceed $5,000,000 at any one time outstanding[intentionally omitted]; (e) Permitted Acquisitions[intentionally omitted]; (f) [intentionally omitted]; (g) (i) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c7.8(c)) by the Borrower or any of its Subsidiaries Group Member in the Borrower or any Person that, prior to such investment, that is a Wholly Owned Subsidiary Guarantor; and (ii) Investments by any Subsidiary that is not consisting of loans to a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) Investments Joint Venture owned by the Borrower or any Subsidiary Guarantor in any Subsidiary and its Subsidiaries as of the Closing Date, to the extent that is not a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assets; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred such loans are required by the related joint venture agreement in effect on the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or Closing Date and (y) litigation, arbitration the aggregate amount of such loans to such Joint Venture do not exceed an amount equal to the aggregate amount of Indebtedness of such Joint Venture to its shareholders or other disputes with Persons who are not Affiliates; or (ii) members multiplied by the Ownership Percentage of the Group Members in satisfaction of judgmentssuch Joint Venture; (h) loans Investments (whether made directly or indirectly through the acquisition of a Person owning such assets) made by the Borrower and its Subsidiaries to acquire Real Property, provided that, (w) such Investment shall not result in an aggregate principal amount not exceeding $5,000,000 to employees a Material Adverse Effect, (x) at the time of such Investment, (i) a certificate of a Responsible Officer of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing shall have been delivered to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expensesLender, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided certifying that no Default or Event of Default has shall have occurred and be continuing at such time or after giving effect to such Investment and (ii) the ASOT Borrower shall have delivered to the ASOT Administrative Agent a certificate of a Responsible Officer (A) containing all information and calculations necessary, and taking into consideration such Restricted Payment, for determining pro forma compliance with the provisions of Section 7.1 of the ASOT Credit Agreement (other than Sections 7.1(a) and 7.1(c) of the ASOT Credit Agreement if such Investment is consummated during a Cure Period and is an acquisition that was contractually committed to prior to the related Test Date) and (B) certifying that no ASOT Loan Default or ASOT Loan Event of Default shall have occurred and be continuing at such time or would result therefromafter giving effect to such Investment, (y) the terms and conditions set forth in Section 6.10 are satisfied and (z) Investments may not be made pursuant to this Section 7.8(h) during a Cure Period other than acquisitions that were contractually committed to prior to the related Test Date; (i) Investments by the Borrower and its Subsidiaries in any securities received by the Borrower or such Subsidiary in the ordinary course of business in satisfaction or partial satisfaction of indebtedness from financially troubled account debtors; (j) Investments received by the Borrower and its Subsidiaries in connection with the bankruptcy or reorganization of suppliers and lessees and in settlement of delinquent obligations of, and other disputes with, lessees and suppliers arising in the ordinary course of business; (k) Investments by any Group Member in any Joint Venture owned by the Borrower and its Subsidiaries as of the Closing Date, including any Investment required in connection with (i) the exercise by any partner or member in such Joint Venture of any “forced-sale,” “buy-sell,” “put-call” or similar arrangements in the joint venture agreements for such Joint Venture, or (ii) the purchase of the partnership or membership interest of any other partner or member in such Joint Venture, provided that, (x) such Investments are required by the related joint venture agreement in effect on the Closing Date and (y) the aggregate amount of such Investments made by the Group Members in such Joint Venture do not exceed an amount equal to the aggregate amount of investments in such Joint Venture made by its shareholders or members multiplied by the Ownership Percentage of the Group Members in such Joint Venture, provided, further, that, any such Investment in the form of a loan or advance shall be evidenced by a note and pledged as Collateral pursuant to the Security Documents; (l) Investments by the Borrower and its Subsidiaries in Joint Ventures made after the Closing Date not otherwise permitted by Section 7.8 in an aggregate amount not exceeding on any date an amount equal to Applicable JV Investment Percentage in effect on such date of Gross Asset Value as at the last day of the fiscal quarter most recently ended for which financial statements are available less the aggregate amount of Investments in Joint Ventures made by the Affiliate Borrower Group Members after the Closing Date as of such date, provided that, (i) the amount of such Investment in the Capital Stock of any such Joint Venture shall be net of the amount of any Indebtedness incurred by such Joint Venture that is allocable to the Borrower and its Subsidiaries on such date and (ii) such Investment shall be represented by a certificate representing the Capital Stock of such Joint Venture owned by the Borrower and its Subsidiaries, as applicable, pledged by the Loan Parties to the Lender as Collateral; (m) [intentionally omitted]; (n) Investments by the Borrower and its Subsidiaries in (i) Joint Ventures existing on the Closing Date and (ii) Joint Ventures created in connection with any Disposition by any Group Member that owns an Owned Property to the extent such Disposition is permitted by Section 7.5; and (o) other Investments in any Person having an aggregate Fair Market Value (measured on loans made by the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal Borrower to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after Financial Reporting Parties under the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made Secured Guarantor Notes in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (oaccordance with Section 7.6(g).

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”"INVESTMENTS"), except: (a) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors; (b) investments Investments in cash and Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(b7.2(b), 7.2(e) and (e7.2(j); (di) loans made by the Borrower to officers and employees of the Borrower or any Subsidiary of the Borrower the proceeds of which are utilized contemporaneously to purchase Management Equity from the Borrower and (ii) other loans and advances to employees of the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, including for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower and its Subsidiaries of the Borrower not to exceed $5,000,000 250,000 at any one time outstanding; (e) any Permitted AcquisitionsAcquisition made by Borrower directly or through Wholly Owned Subsidiaries, including the acquisition, formation and capitalization of any new Wholly Owned Subsidiary of the Borrower to consummate a Permitted Acquisition, so long as the Borrower complies with Section 6.10(c) in respect thereof; (f) Investments in Capital Stock of a Subsidiary Guarantor, so long as the Borrower complies with Section 6.10(c) in respect thereof; (g) Investments existing on the Closing Date and listed on Schedule 7.8(g); (h) any Investments in Capital Stock of any Subsidiary of the Borrower that is not a Subsidiary Guarantor or of any Person that is not a Subsidiary of the Borrower, so long as the aggregate Investments of the Borrower and the Subsidiary Guarantors (whether in the form of debt or equity and counted at cost (or if made in assets at the fair market value thereof when made, as determined in good faith by the Borrower's board of directors), net of returns of the principal thereof received in cash thereon) made at any time after the Closing Date in any and all Subsidiaries of the Borrower that are not Subsidiary Guarantors and in any and all Persons that are not Subsidiaries of the Borrower does not at any time exceed $30,000,000; and (i) in addition to Investments (other than those relating to the incurrence of Indebtedness otherwise expressly permitted by Section 6.8(c)) this Section, Investments by the Borrower or any of its Subsidiaries in the Borrower or any Person thatan aggregate amount (valued at cost, prior to such investment, is a Subsidiary Guarantor; (ii) Investments by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% net of Consolidated Total Assets; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business returns of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (yprincipal thereof received in cash thereon) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms;5,000,000; and (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior to the time of the making of Preferred Stock redeemed in accordance with Section 7.6(d) or exchanged in accordance with Section 7.2(h) so long as such Investment; provided that no Default Preferred Stock is retired upon acquisition or Event of Default has occurred exchange thereof and is continuing or would result therefrom; and (o) other Investments in any Person having an aggregate Fair Market Value Senior Subordinated Notes with the proceeds of Indebtedness incurred in a Permitted Refinancing or with the proceeds of Capital Stock (measured on the date each other than Disqualified Stock) so long as such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) Senior Subordinated Notes are retired upon repurchase or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)redemption thereof.

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”), except: (a) extensions of trade credit in the ordinary course of business, including Accounts Receivable; (b) investments in Cash and Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(bSection 11.2(b) and (e); (d) loans and advances to employees of the Holdings, either Borrower or any Subsidiaries of the either Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for Holdings, the Borrower Borrowers and its their Subsidiaries not to exceed $5,000,000 U.S.$1,000,000 at any one time outstanding; (e) the Transactions; (f) Permitted Acquisitions; (fg) Investments in assets useful in a Borrower's business made by such Borrower or any of its Subsidiaries with the proceeds of any Reinvestment Deferred Amount; provided, that any Reinvestment Deferred -------- Amount attributable to the U.S. Borrower and its Subsidiaries may not be invested in any Canadian Entity; (ih) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c11.8(c)) by the Holdings, either Borrower or any of its Subsidiaries in the such Borrower or any Person that, prior to such investmentInvestment, is a Subsidiary Guarantor; ; (iii) Investments by Holdings or any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) Investments by in the U.S. Borrower or any Subsidiary Guarantor and Investments by the Canadian Borrower in any Canadian Subsidiary that is not a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total AssetsGuarantor; (gj) any Investments received (i) in compromise or resolution Capital Stock of (x) obligations Holdings to facilitate the exchange of trade creditors or customers Exchangeable Shares that were incurred are promptly Disposed of in the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes connection with Persons who are not Affiliates; or (ii) in satisfaction of judgmentssuch exchange; (hk) loans by Investments received in connection with the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees collection of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired Accounts Receivable in the ordinary course of business and payable Investments (including debt obligations) received in connection with the bankruptcy or dischargeable reorganization of suppliers and customers and in accordance with customary trade termsgood faith settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; (jl) Investments received in connection with any Investment in Asset Sale or other Disposition permitted hereunder; (m) loans and advances to suppliers, customers or users of the products of either Borrower or any Person to the extent Subsidiary or customers of distributors of such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made products in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisitionconsistent with past practice; (n) loans to employees of Holdings, either Borrower or any Subsidiaries of either Borrower to finance the acquisition by such employees from Holdings, either Borrower or any such Subsidiary of Capital Stock of Holdings or Exchangeable Shares; (o) Investments arising out of any repurchase of Indebtedness in an amount that does not exceed connection with the Available Amount immediately prior refinancing thereof to the time extent permitted under Section 11.2; (p) Investments by Subsidiaries which are not Subsidiary Guarantors in either Borrower or any other Subsidiary; (q) loans to Holdings by either Borrower or any of their respective Subsidiaries to the making of such Investment; provided that no Default or Event of Default has occurred extent permitted by Section 11.2(m); (r) Investments existing on the date hereof and is continuing or would result therefromlisted on Schedule 11.8; and (os) other in addition to Investments otherwise expressly permitted by this Section, Investments by Holdings or any of its Subsidiaries in any Person having an aggregate Fair Market Value amount (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (ovalued at cost) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal $2,500,000 prior to the sum second anniversary of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less or $5,000,000 thereafter during the amount term of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)Agreement.

Limitation on Investments. Make after the Closing Date any advanceInvestment in (in- cluding, loanwithout limitation, extension any acquisition of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, all or any assets constituting an ongoing business from, or make any other investment in, any other Person (all substantial por- tion of the foregoingassets, “Investments”)and any acquisition of a business or a product line, except: (a) extensions of trade credit other companies, other than the acquisition of inventory in the ordinary course of business; ), any Person (except to the extent permitted by subsec- tion 8.3 or 8.4 or 8.7), except: (a) loans, advances or Indebtedness permitted by subsections 8.1(c) and 8.1(d); (b) Investments (i) by any Subsidiary in Borrower; and (ii) by Borrower or by any Subsidiary in any Qualified Subsidiary (including to create or acquire any Qualified Sub- sidiary); provided that, in any such case, the requirements of subsection 7.9 are satisfied; and (iii) by Borrower or by any Subsidiary in any Foreign Re- stricted Subsidiary (including to create any Foreign Restricted Subsidiary); provided that (x) the requirements, if any, of subsection 7.9 are satisfied and (y) the aggregate amount of all investments in such Foreign Subsidiaries shall not exceed (I) $2,000,000 (plus the sum of any amounts dividended or dis- tributed by such Foreign Subsidiaries to Borrower or any Quali- fied Subsidiary), minus (II) the sum of (x) the amount of any guarantees of Obligations of Foreign Subsidiaries pursuant to subsection 8.3(c)(ii) and (y) the amount of any Indebtedness of any Foreign Subsidiary at any such time outstanding in accor- dance with subsection 8.1(d)(iii); (c) Borrower and its Subsidiaries may invest in, acquire and hold Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(b) and (e); (d) loans Borrower and its Subsidiaries may make payroll advances to employees of the Borrower or any Subsidiaries of the Borrower in the ordinary course of business business; (including, without limitation, for travel, entertainment and relocation expensese) in an aggregate amount for the Borrower and its Subsidiaries not to exceed $5,000,000 at any one time outstanding; (e) Permitted Acquisitions; (f) (i) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c)) by the Borrower may acquire and hold receiv- axxxx or any of its Subsidiaries in the Borrower or any Person that, prior to such investment, is a Subsidiary Guarantor; (ii) Investments by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assets; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables notes owing to the Borrower or any Subsidiary it, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms or acquired as consideration for any asset sale permitted under subsection 8.5; provided that nothing in this clause (e) shall prevent Borrower or any of its Subsidiaries from offering such concessionary trade terms; , or from receiving such investments, in connection with the bankruptcy or reorganization of their respec- tive suppliers or customers or the settlement of disputes with such customers or suppliers arising in the ordinary course of business, as management deems reasonable in the circumstances; (f) Borrower or any of its Subsidiaries may make travel and entertainment advances and relocation and other loans to officers and employees of Borrower or any of its Restricted Subsidiaries; provided that the aggregate principal amount of all such loans and advances outstanding at any one time, together with the guarantees of such loans and advances made pursuant to subsection 8.3(e), shall not ex- ceed $5,000,000 at any one time outstanding; (g) Borrower or any of its Subsidiaries may make Investments in joint ventures or other Persons engaged primarily in one or more businesses in which Borrower and its Restricted Subsidiaries are en- gaged or generally related thereto in an aggregate amount not to ex- ceed $2,000,000 (plus the sum of any amounts dividended or distrib- uted to Borrower or any Qualified Subsidiary by such joint ventures or other Persons); provided that at the time of and after giving ef- fect thereto no Default or Event of Default shall have occurred and be continuing; (h) Borrower may make loans to senior management of Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed $1,000,000 for purposes of their purchasing Capital Stock of Borrower; (i) transactions effected in accordance with subsection 8.5; (j) Borrower or any of the Restricted Subsidiaries may acquire all or any substantial portion of the assets (other than Capital Stock or Indebtedness), businesses or product lines of any Person; provided that (a) the making of such acquisition would not contravene subsection 8.7 or 8.15 and (b) such assets would be held by Borrower or a Qualified Subsidiary; (k) Borrower or any of its Subsidiaries may make any Invest- ment; provided that (i) subsection 8.15 would not be contravened thereby, (ii) such Investment in any Person is funded solely by the issuance of Capital Stock or from the proceeds of a substantially contemporaneous issuance of Capital Stock not required to be applied to the extent prepay- ment of the Loans pursuant to subsection 4.4(b) and (iii) the aggre- gate consideration expended for such Investment consists Investment, together with all other Investments made in reliance on this subsection 8.6(k), does not exceed 5% of prepaid expensesthe Total Revenues for the most recently ended four fiscal quarter period; (l) Investments existing as of Closing Date and set forth on Schedule 8.6, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar (m) deposits made to a utility company in the ordinary course of business by to secure performance to such utility company the obliga- tions of Borrower of any of and its Subsidiaries; (k. If any Subsidiary would be required to comply with subsec- tion 7.9(b) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; and (o) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without after giving effect to subsequent changes in valueany investment permitted by subsection 8.6(b), when taken together such Subsidiary shall comply with all other Investments made pursuant to this clause (o) or clause (i)(ii) the requirements of such subsection within 10 days of the definition of “Permitted Acquisition” that are at the time outstanding, not transaction giving rise to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)re- quirement.

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “"Investments”"), except: (a) extensions of trade credit or the holding of receivables in the ordinary course of business; (b) investments in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(bSection 7.2(b), (e) and (eg); (d) loans and advances to employees of Holdings, the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for Holdings, the Borrower and its Subsidiaries of the Borrower not to exceed $5,000,000 2,000,000 at any one time outstanding; (e) Permitted Acquisitionsthe Acquisition; (f) Investments in assets useful in the Borrower's or the applicable Subsidiary Guarantor's business made by the Borrower or any of its Subsidiaries with the proceeds of any Reinvestment Deferred Amount; (ig) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c7.8(c)) by Holdings, the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to such investmentInvestment, is a Subsidiary Guarantor; ; (iih) Investments consisting of notes payable by any Subsidiary that is not a Subsidiary Guarantor franchisees to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor in an amount not to exceed $75,000,000 in aggregate principal amount (including amounts outstanding as of the greater or $50,000,000 or 2.00% of Consolidated Total AssetsClosing Date) at any one time outstanding; (g) any Investments received (i) in compromise addition to Investments otherwise expressly permitted by this Section, Investments by the Borrower or resolution any Subsidiary Guarantors constituting acquisitions of franchisees, franchisee store locations or other Persons in the same or similar line of business as the Borrower or its Subsidiaries ("Permitted Acquisitions"); provided that (i) immediately prior to and after giving effect to any such Permitted Acquisition, (x) obligations no Default or Event of trade creditors Default shall have occurred and be continuing and (y) the Borrower shall be in pro forma compliance with the financial covenants set forth in Section 7.1 and the Borrower shall have certified each of the same to the Administrative Agent in writing; (ii) if such Permitted Acquisition is structured as a stock acquisition, or customers that were incurred a merger or consolidation, then either (A) the Person so acquired becomes a Wholly Owned Subsidiary or (B) such Person is merged with and into either the Borrower or a Wholly Owned Subsidiary of the Borrower (with the Borrower or such Subsidiary being the surviving corporation in such merger); (iii) all of the provisions of Section 6.10 have been or will be complied with in respect of such Permitted Acquisition; and (iv) (A) any cash consideration shall not exceed $10,000,000 in the ordinary course aggregate in any fiscal year plus up to $75,000,000 received as the proceeds from Indebtedness permitted under Section 7.2(i), in the aggregate in any fiscal year plus Available Cash to the extent such cash has not been used to make Investments pursuant to Sections 7.8(l), (m) or (p), Restricted Payments pursuant to Sections 7.6(d) or (f) or Capital Expenditures pursuant to Section 7.7(c) and (B) Holdings may also consummate such Permitted Acquisition in exchange for or with Capital Stock of business Holdings; (j) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, franchisees, customers and suppliers; (k) any Loan Party may make Investments consisting of loans to employees, officers and directors of the Loan Parties not to exceed $5,000,000, net of recoveries and distributions received in cash thereon by any Loan Party, at any time outstanding; (l) Investments by the Borrower or any of its Subsidiaries, including Subsidiaries in joint ventures with any Available Cash which has not been used to make Restricted Payments pursuant to Sections 7.6(d) or (f), Capital Expenditures pursuant to 7.7(c) or Investments pursuant to Sections 7.8(i), (m) or (p), or to pay, prepay, repurchase, redeem or defease the Senior Subordinated Notes pursuant to Section 7.9(a); (m) intercompany Investments by the Borrower or any plan of reorganization or similar arrangement upon its Subsidiaries in any Person, that, prior to such Investment, is an Excluded Foreign Subsidiary not to exceed $10,000,000 at any one time outstanding net of recoveries and distributions thereon received in cash by any Loan Party, plus the bankruptcy or insolvency amount of any trade creditor or customer Available Cash which has not been used to make Restricted Payments pursuant to Sections 7.6(d) or (yf), Capital Expenditures pursuant to Section 7.7(c) litigationor Investments pursuant to Sections 7.8(i), arbitration (l) or (p), or to pay, prepay, repurchase, redeem or defease the Senior Subordinated Notes pursuant to Section 7.9(a); (n) intercompany Investments among Excluded Foreign Subsidiaries; (o) Investments consisting of promissory notes and other disputes deferred payment obligations delivered as the purchase consideration for a Disposition permitted by Section 7.5, so long as such notes and deferred payment obligations (i) comprise less than 25% of the aggregate purchase consideration for such Disposition and (ii) do not exceed $10,000,000 in the aggregate, net of recoveries and distributions thereon received in cash by any Loan Party, at any time outstanding; (p) additional Investments (other than Permitted Acquisitions) made (i) with Persons who are any Available Cash which has not Affiliates; been used to make Restricted Payments pursuant to Sections 7.6(d) or (f), Capital Expenditures pursuant to Section 7.7(c) or Investments pursuant to Sections 7.8(i), (l) or (m), or to pay, prepay, repurchase, redeem or defease the Senior Subordinated Notes pursuant to Section 7.9(a) or (ii) in satisfaction exchange for or with Capital Stock of judgments;Holdings; and (hq) loans in addition to Investments otherwise expressly permitted by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock this Section, Investments by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 Subsidiaries in an aggregate amount (initially valued at cost) not to exceed 25% $10,000,000 net of the total aggregate consideration recoveries and distributions thereon received from all Dispositions of property permitted under Section 6.5 in cash by any Loan Party during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; and (o) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)Agreement.

Limitation on Investments. Make after the Closing Date The Borrower will not, and will not permit any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution its Restricted Subsidiaries to, or purchase any Capital Stockmake, bonds, notes, debentures or other debt securities ofpurchase, or acquire any assets constituting an ongoing business fromInvestments, or make any other investment inexcept (each, any other Person (all of the foregoing, a “InvestmentsPermitted Investment”), except: ): (a) extensions of trade credit any Investment in the ordinary course Borrower or any Restricted Subsidiary; provided that Investments by the Borrower or a Guarantor in Restricted Subsidiaries that are not Guarantors, in each case from the Borrower or a Guarantor to a Restricted Subsidiary that is not a Guarantor, pursuant to this clause (a), taken together with any disposition of business; property or assets or issuance of securities made pursuant to clause (e) of the definition of Asset Sales, shall not exceed $25 million; (b) investments any Investment in cash, Cash Equivalents; , or Investment Grade Securities at the time such Investment is made; (c) (i) any transactions or Investments arising otherwise made in connection with the incurrence Transactions and lending of Indebtedness permitted by Sections 6.2(b) in accordance with the Acquisition Agreement and (e); (dii) loans so long as the Consolidated Total Debt to Consolidated EBITDA Ratio is not greater than 3.50 to 1.00 and advances to employees the Borrower is in pro forma compliance with the covenants set forth in Section 10.9 as of the Borrower or date of such Investment (after giving effect to such Investment), any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower and its Subsidiaries not to exceed $5,000,000 at any one time outstanding; (e) Permitted Acquisitions; (f) (i) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c)) Investment by the Borrower or any Restricted Subsidiary in a Person that is engaged in a Similar Business if as a result of such Investment (a “Permitted Acquisition”), (1) such Person becomes a Restricted Subsidiary or (2) such Person, in one transaction or a series of related transactions, is merged, consolidated, or amalgamated with or into, or transfers or conveys substantially all of its Subsidiaries in assets to, or is liquidated into, the Borrower or a Restricted Subsidiary, and, in each case, any Investment held by such Person; provided that such Investment was not acquired by such Person thatin contemplation of such acquisition , prior merger, consolidation, or transfer; and provided, further that Investments in Persons that become Restricted Subsidiaries that are not Guarantors pursuant to such investmentthis clause (c)(ii) shall not exceed $10 million; (d) any Investment in securities or other assets not constituting cash, is a Subsidiary GuarantorCash Equivalents, or Investment Grade Securities and received in connection with an Asset Sale made pursuant to Section 10.4 or any other disposition of assets not constituting an Asset Sale; (e) (i) any Investment existing or contemplated on the Closing Date and, in each case, listed on Schedule 10.6 and (ii) Investments by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assets; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency consisting of any trade creditor modification,replacement,renewal, reinvestment, or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower extension of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; and (o) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after Investment is not increased from the amount of such Investment on the Closing Date to make any Investments except pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making terms of such Investment (including in respect of any unused commitment), plus any accrued but unpaid interest (including any portion thereof which is payable in kind in accordance with the terms of such modified, extended, renewed, or replaced Investment) and premium payable by the terms of such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above Indebtedness thereon and shall cease to have been made pursuant to this clause (o).fees and expenses associated therewith as of the Closing Date; -135-#89847286v15

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”), except: (a) extensions of trade credit in the ordinary course of business; (b) investments Investments in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(bSection 7.2(b) and (e); (d) loans and advances to employees of TTPC, LP, the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for TTPC, LP, the Borrower and its Subsidiaries of the Borrower not to exceed $5,000,000 at any one time outstanding; (e) Permitted Acquisitionsthe Acquisition; (f) Investments in assets useful in the Borrower’s or the applicable Subsidiary’s business made by the Borrower or any of its Subsidiaries with the proceeds of any Reinvestment Deferred Amount; (ig) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c7.8(c)) by TTPC, LP, the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to such investmentInvestment, is a Subsidiary Guarantor; Guarantor that is organized under the laws of any state of the United States; (iih) Investments in Excluded Foreign Subsidiaries arising in connection with the incurrence of Indebtedness permitted by any Subsidiary that is not a Subsidiary Guarantor Section 7.2(k); (i) in addition to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) Investments otherwise expressly permitted by this Section, Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor of its Subsidiaries in an aggregate amount (valued at cost) not to exceed $15,000,000 during the greater or $50,000,000 or 2.00% term of Consolidated Total Assets; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliatesthis Agreement; or (ii) in satisfaction of judgments; (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms;and (j) any Investment Investments by TTPC and LP in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business Canadian Parent as required by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; and (o) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)Canadian Restructuring.

Limitation on Investments. Loans and Advances. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stockstock, bonds, notes, debentures or other debt securities of, of or any assets constituting an ongoing a business fromunit of, or make any other investment in, any other Person (all of the foregoing, “Investments”)Person, except: (a) extensions of trade credit in the ordinary course of business; (b) investments in Cash Equivalents; (c) Investments arising in connection with capital contributions, loans or other investments made by the incurrence Borrower to any Restricted Subsidiary which is a Subsidiary Guarantor and lending of Indebtedness permitted by Sections 6.2(b) and (e)any Restricted Subsidiary to the Borrower or any Restricted Subsidiary which is a Subsidiary Guarantor; (d) capital contributions, loans and advances to employees or other investments by Subsidiaries of the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower and its Subsidiaries not Joint Venture to exceed $5,000,000 at any one time outstanding; (e) Permitted Acquisitions; (f) (i) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c)) by the Borrower or any of its Subsidiaries in the Borrower or any Person thatRestricted Subsidiary, prior to such investment, is a Subsidiary Guarantor; (ii) Investments by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assets; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or Event of Default has shall have occurred and is continuing be continuing, or would occur as a result therefromof such investment; (e) other non-hostile acquisitions of equity securities of, or assets constituting a business unit of, any Person (an "Acquired Business"), provided that (i) immediately prior to and after giving effect to any such acquisition, no Default or Event of Default shall have occurred or be continuing (whether under Section 8.17 or otherwise), (ii) such acquisition is consummated in accordance with applicable law, (iii) if such acquisition is of equity securities of a Person, such Person becomes a Restricted Subsidiary, (iv) the Borrower shall be in pro forma compliance with the covenants set forth in Section 8.1 after giving effect to such acquisition and (v) the Acquired Business shall not be subject to any material liabilities which would be expressly prohibited by this Agreement after such acquisition; (f) the contribution by the Borrower or any Restricted Subsidiary of the equity interests owned by it in a Joint Venture to another Joint Venture or the investment by the Borrower or any Restricted Subsidiary in another Joint Venture to the extent made with equity interests in a Joint Venture owned by it as long as (i) the Borrower or such Restricted Subsidiary receives in exchange equity interests in such transferee Joint Venture and (ii) unless otherwise agreed by the Required Lenders, if the transferred SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT equity interests are subject to a Lien under the Loan Documents, the equity interests received in exchange become subject to a Lien under the Loan Documents; (g) capital contributions, loans, or other investments to or in Gateway consisting of up to $55,000,000, in the aggregate, of cash and other assets related to the Xxxxx Xxxx Platform; (h) capital contributions, loans, or other investments to or in Cameron Highway consisting of up to $95,000,000, in the aggregate, of cash and other assets related to the Cameron Highway Oil Pipeline; (i) capital contributions, loans or other investments in Joint Ventures or Unrestricted Subsidiaries, in addition to those otherwise permitted by subsections 8.8(a) through 8.8(h), in an aggregate amount not to exceed $100,000,000 during any fiscal year of the Borrower beginning with the fiscal year commencing on January 1, 2002, less the aggregate amount of Guarantee Obligations incurred pursuant to Section 8.4(b) then outstanding; and (oj) capital contributions, loans or other Investments investments in any a Person having other than a Joint Venture or Unrestricted Subsidiary, in addition to those otherwise permitted by Section 8.8(a) through (i) above, in an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, amount not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) 5,000,000 for all such Persons during any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date fiscal year of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o).Borrower beginning with the fiscal year commencing on January 1,

Limitation on Investments. Make after the Closing Date The Borrower will not, and will not permit any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution its Restricted Subsidiaries to, or purchase any Capital Stockmake, bonds, notes, debentures or other debt securities ofpurchase, or acquire any assets constituting an ongoing business fromInvestments, or make any other investment inexcept (each, any other Person (all of the foregoing, a “InvestmentsPermitted Investment”), except:): (a) extensions of trade credit in the ordinary course of business; (b) investments in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(b) and (e); (d) loans and advances to employees of the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower and its Subsidiaries not to exceed $5,000,000 at any one time outstanding; (e) Permitted Acquisitions; (f) (i) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c)) by the Borrower or any of its Subsidiaries Investment in the Borrower or any Person that, prior to such investment, is a Subsidiary GuarantorRestricted Subsidiary; (ii) Investments by any Subsidiary provided that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) Investments by the Borrower or any Subsidiary a Guarantor in any Subsidiary Restricted Subsidiaries that is are not a Subsidiary Guarantor in an amount Guarantors pursuant to this clause (a) shall not to exceed (x) the greater or of (i) $50,000,000 or 2.0050.0 million and (ii) 2.5% of Consolidated Total Assets; Assets for the most recently ended Test Period (gcalculated on a Pro Forma Basis) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or less (y) litigation, arbitration or other disputes with Persons who the amount of any Investments in Restricted Subsidiaries that are not Affiliates; or (ii) in satisfaction of judgments; Guarantors made pursuant to clause (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expensesbelow, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior to at the time of such Investment (with the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; and (o) other Investments in any Person having an aggregate Fair Market Value (of each Investment being measured on at the date each such Investment was time made and without giving effect to subsequent changes in value) in the aggregate; (b) any Investment in cash, Cash Equivalents, or Investment Grade Securities at the time such Investment is made; (c) (i) any transactions or Investments otherwise made in connection with the Transactions and in accordance with the Acquisition Agreement and (ii) any Investment by the Borrower or any Restricted Subsidiary in a Person that is engaged in a Similar Business if as a result of such Investment (a “Permitted Acquisition”), when (1) such Person becomes a Restricted Subsidiary or (2) such Person, in one transaction or a series of related transactions, is merged, consolidated, or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Borrower or a Restricted Subsidiary, and, in each case, any Investment held by such Person; provided that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation, or transfer; (d) any Investment in securities or other assets not constituting cash, Cash Equivalents, or Investment Grade Securities and received in connection with an Asset Sale made pursuant to Section 10.4 or any other disposition of assets not constituting an Asset Sale; (i) any Investment existing or contemplated on the Closing Date and, in each case, listed on Schedule 10.6 and (ii) Investments consisting of any modification, replacement, renewal, reinvestment, or extension of any such Investment; provided that the amount of any such Investment is not increased from the amount of such Investment on the Closing Date except pursuant to the terms of such Investment (including in respect of any unused commitment), plus any accrued but unpaid interest (including any portion thereof which is payable in kind in accordance with the terms of such modified, extended, renewed, or replaced Investment) and premium payable by the terms of such Indebtedness thereon and fees and expenses associated therewith as of the Closing Date; (f) any Investment acquired by the Borrower or any Restricted Subsidiary (i) in exchange for any other Investment or accounts receivable held by the Borrower or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization, or recapitalization of such other Investment or accounts receivable or (ii) as a result of a foreclosure by the Borrower or any Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default; (g) Hedging Obligations permitted under Section 10.1 and Cash Management Services; (h) any Investment in a Similar Business having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (oh) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the that time outstanding, not to exceed an amount equal to (x) the sum greater of (i) $200,000,000 plus 50.0 million and (ii) any amount attributable to Excluded Issuances after 2.5% of Consolidated Total Assets for the Closing Date most recently ended Test Period (calculated on a Pro Forma Basis) less (y) the amount of any Investments in Restricted Subsidiaries that are not Guarantors made pursuant to clause (a) above, at the time of such Excluded Issuances Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, however, that have been used after the Closing Date to make if any Investments Investment pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (oh) is made in any Person that is not a Restricted Subsidiary at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment will shall thereafter be deemed to have been made pursuant to clause (fa) above and shall cease to have been made pursuant to this clause (h) for so long as such Person continues to be a Restricted Subsidiary; (i) Investments the payment for which consists of Equity Interests of the Borrower (exclusive of Disqualified Stock); (j) guarantees of Indebtedness permitted under Section 10.1; (k) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of Section 9.9 (except transactions described in clause (a) of such paragraph); (l) Investments consisting of purchases and acquisitions of inventory, supplies, material, equipment, or other similar assets in the ordinary course of business; (m) additional Investments having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (m) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed the greater of (a) $100.0 million and (b) 5.0% of Consolidated Total Assets for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); (n) Investments relating to any Receivables Subsidiary that, in the good faith determination of the board of directors of the Borrower, are necessary or advisable to effect a Receivables Facility or any repurchases in connection therewith; (o) advances to, or guarantees of Indebtedness of, employees not in excess of $10.0 million; (p) (i) loans and advances to officers, directors, managers, and employees for business related travel expenses, moving expenses, and other similar expenses, in each case, incurred in the ordinary course of business or consistent with past practices or to fund such Person’s purchase of Equity Interests of the Borrower and (ii) promissory notes received from stockholders of the Borrower or any Subsidiary in connection with the exercise of stock options in respect of the Equity Interests of the Borrower and the Subsidiaries; (q) Investments consisting of extensions of trade credit in the ordinary course of business; (r) Investments in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers consistent with past practices; (s) Non-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral, taken as a whole, would not be materially impaired; (t) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client, franchisee and customer contracts and loans or advances made to, and guarantees with respect to obligations of, franchisees, distributors, suppliers, licensors and licensees in the ordinary course of business; (u) the licensing and contribution of Intellectual Property pursuant to joint development, venture or marketing arrangements with other Persons, in the ordinary course of business; (v) contributions to a “rabbi” trust for the benefit of employees, directors, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; (w) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; (x) so long as (x) no Event of Default shall have occurred and be continuing and (y) with respect to Investments made in reliance on clause (b) of the definition of “Available Amount” only, after giving effect thereto on a Pro Forma Basis, the Consolidated Total Debt to Consolidated EBITDA Ratio is not greater than 3.50 to 1.00, other Investments made with any portion of the Available Amount; (y) so long as no Event of Default shall have occurred and be continuing at the time of such Investment, the Borrower or any Restricted Subsidiary may make additional Investments so long as, after giving effect thereto on a Pro Forma Basis, the Consolidated Total Debt to Consolidated EBITDA Ratio is not greater than 2.75:1.00; and (z) additional Investments having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (z) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed available capacity under Section 10.5(k).

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”), except: (a) extensions of trade credit in the ordinary course of business; (b) investments Investments in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(bSection 7.2(b) and (e); (d) loans and advances to employees of the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expensesexpenses and excluding advances made to employees in the form of federal income tax withholding payments paid by the Borrower or any of its Subsidiaries) in an aggregate amount for the Borrower and its Subsidiaries of the Borrower not to exceed $5,000,000 10,000,000 at any one time outstanding; (e) Permitted Acquisitions; (f) (i) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c7.7(c)) by the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to such investment, is a other Subsidiary Guarantor; of Parent (iiincluding the Specified Unrestricted Foreign Entities) Investments by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assets; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of and its Subsidiaries, including pursuant other than the transfer of domestic towers, tower leases and related rights from any Loan Party to any plan Subsidiary that is not a Loan Party (including the Specified Unrestricted Foreign Entities); provided that the aggregate amount of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or Investments incurred in reliance on this clause (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (iie) in satisfaction Specified Unrestricted Foreign Entities and other Subsidiaries of judgments; Parent (hother than any Loan Party) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing subject to the Borrower or any Subsidiary if created or acquired covenants in the ordinary course Section 7 of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expensesthis Agreement may not exceed, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior to at the time of the making incurrence thereof, 50% of such Investment; provided Annualized Borrower EBITDA determined for the most recent fiscal quarter ended for which financial statements have been or are required to be delivered pursuant to Section 6.1 (it being understood that no Default or Event of Default has occurred and is continuing or would result therefromunaudited financial statements for the fourth fiscal quarter shall be disregarded for purposes hereof); and (of) other Other Investments in if at the time of making any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without after giving effect thereto the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated on a pro forma basis giving effect to subsequent changes such Investment and (x) removing the financial results that would otherwise be included in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount such calculations in respect of any Property Disposed of after such Excluded Issuances that have been used after the Closing Date date and on or prior to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and (y) including the financial results that would otherwise be excluded in such Person becomes a Subsidiary calculations in respect of any Property acquired after such datedate and on or prior to the date of making such Investment, would not exceed 6.50 to 1.00 (both before and after giving effect to such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (oInvestment).

Limitation on Investments. Make after the Closing Date or hold any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase or hold any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make or permit to exist any other investment by the Company or any of its Subsidiaries in, any other Person (all of the foregoing, “Investments”), except: (a) extensions of trade credit in the ordinary course of business; (b) investments Investments in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(b) and Section 7.02(b), (e), (f), (g) or (i); (d) loans and advances to employees of the Borrower Company or any Subsidiaries of the Borrower Company in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower Company and its Subsidiaries of the Company not to exceed $5,000,000 2,200,000 at any one time outstanding; (e) Permitted AcquisitionsHedge Agreements permitted under Section 7.15; (f) Investments in the Company’s business made by the Company or any of its Subsidiaries with the proceeds of any Reinvestment Deferred Amount; (ig) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c7.07(c)) by (i) the Borrower Company or any of its Subsidiaries in the Borrower any Loan Party or any Person that, prior to such investment, is a Subsidiary Guarantor; (ii) Investments by any Subsidiary that is not a Subsidiary Guarantor to Loan Party in any other Subsidiary that is not a Subsidiary Guarantor; and (iii) Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assets; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgmentsLoan Party; (h) loans by Investments in connection with Permitted Acquisitions (including the Borrower formation of Subsidiaries in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employeesconnection therewith); (i) receivables owing Investments by the Company and its Subsidiaries in Subsidiaries that are not Loan Parties in an aggregate amount (valued at cost) not to exceed $50,000,000 after the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade termsAmendment Effective Date; (j) any Investment made as a result of the receipt of non-cash consideration for a Disposition that was made pursuant to and in compliance with Section 7.05; (k) Investments received as part of the settlement of litigation or in satisfaction of extensions of credit to any Person pursuant to the extent reorganization, bankruptcy or liquidation of such Investment consists Person or a good faith settlement of prepaid expensesdebts with such Person; (l) Investments received in settlement of amounts due to the Company or any Subsidiary of the Company effected in the ordinary course of business; (m) Investments in accounts, negotiable instruments held for collection contract rights and leasechattel paper (each as defined in the UCC), utility notes receivable and workers’ compensation, performance and other similar deposits made items arising or acquired from the sale of Inventory in the ordinary course of business by consistent with the Borrower past practice of any of the Company and its Subsidiaries; (kn) in addition to Investments obtained as consideration for a Disposition otherwise expressly permitted by this Section, Investments by the Company or any of property permitted under Section 6.5 its Subsidiaries in an aggregate amount (valued at cost) not to exceed $50,000,000 after the Amendment Effective Date; (o) the Company and its Subsidiaries may make additional Investments in an aggregate amount not to exceed 25% at any time outstanding (determined without regard to any write-downs or write-offs of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (lsuch Investments) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount at such time (as determined immediately prior before giving effect to the time of the making of such Investment; provided that ) plus an amount equal to any repayments, interest, returns, profits, distributions, dividends, income and similar amounts actually received by the Company or any of its Subsidiaries in cash in respect of any Investment pursuant to clauses (i) or (n) or this clause (o) of this Section 7.07 (in each case, so long as not otherwise included in the Available Amount) so long as (A) no Default or Event of Default has occurred and is continuing then exists or would result therefrom, (B) the Company would at the time of and immediately after giving effect to such Investment be in compliance with the Incurrence Financial Covenant, determined on a pro forma basis as of the last day of the most recently ended fiscal quarter for which the Company’s consolidated financial statements have been delivered hereunder and (C) prior to the making of such Investment, the Company shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Company certifying compliance with preceding sub-clauses (A) and (B) and containing the calculations (in reasonable detail) required to establish compliance with preceding sub-clause (B); and (op) other Investments by the Company and its Subsidiaries in any Person having Verint Systems GMBH in an aggregate Fair Market Value amount (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (ovalued at cost) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances 25,000,000 after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)Amendment Effective Date.

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “"Investments”"), except: (a) extensions of trade credit in the ordinary course of business; (b) investments in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(bSection 7.2(b) and (e)) ; (d) loans and advances to employees of the Borrower Borrowers or any of their Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower Borrowers and its their Subsidiaries not to exceed $5,000,000 500,000 at any one time outstanding; (e) Permitted AcquisitionsInvestments received in connection with the bankruptcy or reorganization of suppliers and/or customers, or in settlement of delinquent obligations of, or of other disputes with, customers and/or suppliers; (f) Investments in assets useful in the Borrowers' business made by the Borrowers or any of their Subsidiaries with the proceeds of any Reinvestment Deferred Amount or the proceeds of the sale of the Designated Facilities; (ig) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c7.8(c)) by the Borrower Borrowers or any of its their Subsidiaries in the Borrower or any Person that, prior to such investment, is a Subsidiary GuarantorBorrower; and (iih) Investments by any Subsidiary Borrower in Permitted Joint Ventures that is not a Subsidiary Guarantor have an aggregate fair market value, taken together with all other Investments made pursuant to any other Subsidiary this paragraph (h) that is not a Subsidiary Guarantor; and (iii) Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary are at that is not a Subsidiary Guarantor in an amount time outstanding, not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assets; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior to 7.5 million at the time of the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; and (o) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” provided, that are at the time outstanding, not to exceed an amount equal to the sum of (i) no more than $200,000,000 plus 3.0 million of the aggregate amount of Investments permitted by this paragraph (h) may be made in the form of additional investments in the Permitted Joint Ventures and (ii) any amount attributable to Excluded Issuances after no more than $4.5 million of the Closing Date less the aggregate amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to permitted by this clause paragraph (oh) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is may be made in any Person that is not a Subsidiary at the date form of loans or advances made to or on behalf of Xxxxxxxxxx/Xxxxxxxx-Xxxxxx LLC for the making sole purpose of funding the working capital needs, capital expenditures and other general corporate or partnership needs of Xxxxxxxxxx/Xxxxxxxx-Xxxxxx LLC in furtherance of its stated business purpose, provided, further, the terms and conditions of such Investment and loans or advances require their repayment to the Borrowers or that the Borrowers are repaid their share of such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)expenditures.

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”), except: (a) extensions of trade credit in the ordinary course of business; (b) investments Investments in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(b7.2(b), 7.2(e), 7.2(j) and (e7.2(u); (d) loans and advances to employees of the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower and its Subsidiaries not to exceed $5,000,000 at any one time outstanding[intentionally omitted]; (e) Permitted Acquisitions[intentionally omitted]; (f) [intentionally omitted]; (g) (i) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c7.8(c)) by the Borrower or any of its Subsidiaries Group Member in the Borrower or any Person that, prior to such investment, that is a Wholly Owned Subsidiary Guarantor; and (ii) Investments by any Subsidiary that is not consisting of loans to a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) Investments Joint Venture owned by the Borrower or any Subsidiary Guarantor in any Subsidiary and its Subsidiaries as of the Closing Date, to the extent that is not a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assets; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred such loans are required by the related joint venture agreement in effect on the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or Closing Date and (y) litigation, arbitration the aggregate amount of such loans to such Joint Venture do not exceed an amount equal to the aggregate amount of Indebtedness of such Joint Venture to its shareholders or other disputes with Persons who are not Affiliates; or (ii) members multiplied by the Ownership Percentage of the Group Members in satisfaction of judgmentssuch Joint Venture; (h) loans Investments (whether made directly or indirectly through the acquisition of a Person owning such assets) made by the Borrower and its Subsidiaries (other than Development Subsidiary-A) to acquire Real Property, provided that, (x) such Investment shall not result in an aggregate principal amount not exceeding $5,000,000 to employees a Material Adverse Effect, (y) at the time of such Investment, (i) a certificate of a Responsible Officer of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing shall have been delivered to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expensesLender, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided certifying that no Default or Event of Default has shall have occurred and be continuing at such time or after giving effect to such Investment and (ii) the ASOT Borrower shall have delivered to the ASOT Administrative Agent a certificate of a Responsible Officer (A) containing all information and calculations necessary, and taking into consideration such Restricted Payment, for determining pro forma compliance with the provisions of Section 7.1 of the ASOT Credit Agreement (other than Sections 7.1(a) and 7.1(c) of the ASOT Credit Agreement if such Investment is consummated during a Cure Period and is an acquisition that was contractually committed to prior to the related Test Date) and (B) certifying that no ASOT Loan Default or ASOT Loan Event of Default shall have occurred and be continuing at such time or would result therefromafter giving effect to such Investment, and (z) the terms and conditions set forth in Section 6.10 are satisfied; (i) Investments by the Borrower and its Subsidiaries in any securities received by the Borrower or such Subsidiary in the ordinary course of business in satisfaction or partial satisfaction of indebtedness from financially troubled account debtors; (j) Investments received by the Borrower and its Subsidiaries in connection with the bankruptcy or reorganization of suppliers and lessees and in settlement of delinquent obligations of, and other disputes with, lessees and suppliers arising in the ordinary course of business; (k) Investments by any Group Member in any Joint Venture owned by the Borrower and its Subsidiaries as of the Closing Date, including any Investment required in connection with (i) the exercise by any partner or member in such Joint Venture of any “forced-sale,” “buy-sell,” “put-call” or similar arrangements in the joint venture agreements for such Joint Venture, or (ii) the purchase of the partnership or membership interest of any other partner or member in such Joint Venture, provided that, (x) such Investments are required by the related joint venture agreement in effect on the Closing Date and (y) the aggregate amount of such Investments made by the Group Members in such Joint Venture do not exceed an amount equal to the aggregate amount of investments in such Joint Venture made by its shareholders or members multiplied by the Ownership Percentage of the Group Members in such Joint Venture, provided, further, that, any such Investment in the form of a loan or advance shall be evidenced by a note and pledged as Collateral pursuant to the Security Documents; (l) Investments by the Borrower and its Subsidiaries in Joint Ventures made after the Closing Date not otherwise permitted by Section 7.8 in an aggregate amount not exceeding on any date an amount equal to Applicable JV Investment Percentage in effect on such date of Gross Asset Value as at the last day of the fiscal quarter most recently ended for which financial statements are available less the aggregate amount of Investments in Joint Ventures made by the Affiliate Borrower Group Members after the Closing Date as of such date, provided that, (i) the amount of such Investment in the Capital Stock of any such Joint Venture shall be net of the amount of any Indebtedness incurred by such Joint Venture that is allocable to the Borrower and its Subsidiaries on such date and (ii) such Investment shall be represented by a certificate representing the Capital Stock of such Joint Venture owned by the Borrower and its Subsidiaries, as applicable, pledged by the Loan Parties to the Lender as Collateral; (m) [intentionally omitted]; (n) Investments by the Borrower and its Subsidiaries in (i) Joint Ventures existing on the Closing Date and (ii) Joint Ventures created in connection with any Disposition by any Group Member that owns an Owned Property to the extent such Disposition is permitted by Section 7.5; and (o) other Investments in any Person having an aggregate Fair Market Value (measured on loans made by the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal Borrower to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after Financial Reporting Parties under the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made Secured Guarantor Notes in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (oaccordance with Section 7.6(g). 7.9 [Intentionally Omitted].

Limitation on Investments. Make after the Closing Date or hold any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase or hold any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make or permit to exist any other investment by the Company or any of its Restricted Subsidiaries in, any other Person (all of the foregoing, “Investments”), except: (a) extensions of trade credit in the ordinary course of business; (b) investments Investments in cash and Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(b) and Section 7.02(b), (e), (f), (g) or (i); (d) loans and advances to employees of the Borrower Company or any Restricted Subsidiaries of the Borrower Company in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower Company and its Restricted Subsidiaries of the Company not to exceed $5,000,000 2,200,000 at any one time outstanding; (e) Permitted AcquisitionsHedge Agreements permitted under Section 7.15; (f) Investments in the business of the Company and its Restricted Subsidiaries made by the Company or any of its Restricted Subsidiaries with the proceeds of any Reinvestment Deferred Amount; (ig) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c7.07(c)) by the Borrower (i) any Loan Party in any other Loan Party or any of its Subsidiaries in the Borrower or any Person that, prior to such investment, is a Subsidiary Guarantor; (ii) Investments by any Restricted Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) Investments by the Borrower or any Subsidiary Guarantor Loan Party in any Subsidiary that is not a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assets; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration Loan Party or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgmentsRestricted Subsidiary; (h) loans by Investments in connection with Permitted Acquisitions (including the Borrower formation of Subsidiaries in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employeesconnection therewith); (i) receivables owing Investments by the Company and its Restricted Subsidiaries in Restricted Subsidiaries that are not Loan Parties in an aggregate amount (valued at cost) not to exceed, after the Closing Date, the greater of (x) $96,000,000 and (y) 4.00% of Consolidated Total Assets of the Company as determined as of the last day of the most recent fiscal period for which financial statements have been delivered hereunder prior to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade termsmaking thereof; (j) any Investment resulting from receipt of non-cash consideration for a Disposition that was made pursuant to and in compliance with Section 7.05; (k) Investments received as part of the settlement of litigation or in satisfaction of extensions of credit to any financially troubled Person or other disputes with customers or suppliers and investments consisting of the prepayment of suppliers and service providers on customary terms in the ordinary course of business; (l) Investments received in settlement of amounts due to the extent such Investment consists Company or any Restricted Subsidiary of prepaid expensesthe Company effected in the ordinary course of business; (m) Investments in accounts, negotiable instruments held for collection contract rights and leasechattel paper (each as defined in the UCC), utility notes receivable and workers’ compensation, performance and other similar deposits made items arising or acquired from the sale of Inventory in the ordinary course of business by consistent with the Borrower past practice of any of the Company and its Restricted Subsidiaries; (kn) Investments obtained by the Company or any of its Restricted Subsidiaries in an aggregate amount (valued at cost) not to exceed, after the Closing Date, the greater of (x) $96,000,000 and (y) 4.00% of Consolidated Total Assets of the Company as consideration determined as of the last day of the most recent fiscal period for a Disposition of property permitted under Section 6.5 which financial statements have been delivered hereunder prior thereto; (o) Investments in an aggregate amount not to exceed 25% at any time outstanding (determined without regard to any write-downs or write-offs of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (lsuch Investments) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount at such time (as determined immediately prior before giving effect to the time of the making of such Investment; provided that ) so long as (A) no Default or Event of Default has occurred and is continuing then exists or would result therefromtherefrom and (B) the Company would at the time of and immediately after giving effect to such Investment be in compliance with the Financial Covenant, determined on a pro forma basis giving effect to such Investment as of the last day of the most recently ended fiscal quarter for which the Company’s consolidated financial statements have been delivered hereunder prior to such Investment; (p) Investments in Verint Systems GMBH in an aggregate amount (valued at cost) not to exceed the greater of (x) $31,000,000 and (y) 1.3% of Consolidated Total Assets of the Company as determined as of the last day of the most recent fiscal period for which financial statements have been delivered hereunder after the Closing Date prior to such Investment; (q) cash contributions by the Company and its Restricted Subsidiaries to Verint Technology UK Limited (“VTUK”) to the extent that (x) VTUK reasonably promptly after receipt of such cash applies such cash to pay accrued interest on (i) that certain Unsecured Loan Stock 2016 dated October 31, 2011, issued by VTUK with the Tranche A original principal amount of $120,000,000 and the Tranche B original principal amount of $30,000,000, (ii) that certain Series 1 Unsecured Loan Stock 2016 dated October 31, 2011 issued by VTUK in the original principal amount of $50,000,000 or (iii) any permitted refinancings, refundings, renewals or extensions of the foregoing (collectively, the “Loan Stock”) and (y) the Restricted Subsidiary that is the recipient of such interest reasonably promptly after receipt of any accrued interest on the Loan Stock from VTUK pursuant to clause (x), distributes or dividends such amounts to a Loan Party (it being agreed that any such distribution or dividend of cash shall be made no later than 14 days after the date on which the applicable contribution was made to VTUK); and (or) other additional Investments by any Loan Party in any Person having an Restricted Subsidiary that is not a Loan Party; provided that (w) the aggregate Fair Market Value amount of such Investments shall not exceed $100,000,000 at any time outstanding (measured on without giving effect to any write-off thereof), (x) no Default or Event of Default shall have occurred and be continuing at the time of such Investment or shall result therefrom, (y) any such Investment shall be returned to a Loan Party no later than 14 days after the date each such on which the applicable Investment was made and without giving effect to subsequent changes (z) such Investment shall be for the primary purpose of bona fide tax planning or bona fide cash management and shall not be for the purpose of circumventing any covenant set forth in value), when taken together with all this Agreement; (s) Investments by the Company in any Permitted Bond Hedge Transaction; (t) guarantees of Indebtedness permitted under Section 7.02 and other Investments made pursuant to this clause obligations (o) or clause (i)(iiother than Indebtedness) of the definition of “Permitted Acquisition” that Borrower and its Restricted Subsidiaries so long as such obligations are at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o).otherwise prohibited hereunder;

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”), except: (a) extensions of trade credit in the ordinary course of business; (b) investments in Cash Equivalents and by Excluded Subsidiaries in Foreign Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(bSection 7.2(b) and (e); (d) loans and advances to officers, directors and employees of Holdings, the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for Holdings, the Borrower and its Subsidiaries of the Borrower not to exceed $5,000,000 3,000,000 at any one time outstanding; (e) Permitted Acquisitionsthe Acquisition; (f) Investments in assets useful in the Borrower’s business made by the Borrower or any of its Subsidiaries with the proceeds of any Reinvestment Deferred Amount; (ig) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c7.8(c)) by the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to such investmentInvestment, is a Subsidiary Guarantor; (ii) Investments by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assets; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans by the Borrower Permitted Acquisitions for consideration (whether in an aggregate principal amount cash, Permitted Seller Notes, Capital Stock or property) not exceeding $5,000,000 65,000,000 in the aggregate for all such Permitted Acquisitions subsequent to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employeesClosing Date; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; Investments (jincluding debt obligations) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made received in the ordinary course of business by the Borrower or any Subsidiary in connection with the bankruptcy or reorganization of suppliers and customers and in settlement or delinquent obligations of, and other disputes with, customers and suppliers arising out of the ordinary course of business; (j) Investments by any of its Excluded Subsidiary in other Excluded Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof[Reserved]; (l) Investments by any Loan Party in Excluded Subsidiaries (including Investments consisting of Hedging ObligationsDispositions of Property to such Excluded Subsidiary to the extent the consideration paid by such Excluded Subsidiary for such Property is less than the fair market value thereof, as reasonably determined by the Borrower), provided that the aggregate outstanding Permitted Foreign Investment Amount at such time after giving effect thereto does not exceed the Maximum Investment Amount; (m) Investments in existence on the AcquisitionClosing Date and listed on Schedule 7.8, without giving effect to any additions thereto or replacements thereof; (n) Investments in an so long as the aggregate amount that does thereof (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective investment not to exceed the Available Amount immediately prior original amount invested) at no time exceeds $2,500,000; (o) Subsidiaries may be established or created, if (A) to the extent such new Subsidiary is a Domestic Subsidiary, such Subsidiary complies with the provisions of Section 6.10(c) and (B) if such new Subsidiary is an Excluded Subsidiary, such Subsidiary complies with the provisions of Section 6.10(d), provided, that, in each case, to the extent such new Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to an acquisition permitted by Section 7.8(h), and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transactions, such new Subsidiary shall not be required to take the actions set forth in Section 6.10(c) or Section 6.10(d), as applicable, until the respective acquisition is consummated (at which time the surviving entity of the making respective merger transaction shall be required to so comply within ten Business Days); (p) Investments of such Investment; provided that no Default Borrower or Event of Default has occurred and is continuing or would result therefromany Subsidiary under Hedge Agreements permitted hereunder; and (oq) other Investments in of any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are existence at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, of the Borrower; provided such Investment will thereafter be deemed to have been was not made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)in connection with or anticipation of such Person becoming a Subsidiary of the Borrower.

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “"Investments”"), except: (a) extensions of trade credit in the ordinary course of business; (b) investments Investments in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(bSection 7.2(b) and (e);and (d) loans and advances to employees of the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for Holdings, the Borrower and its Subsidiaries of the Borrower not to exceed $5,000,000 at any one time outstanding; (e) Permitted Acquisitionsthe Acquisition; (f) Investments in assets useful in the Borrower's or the applicable Material Subsidiary's business made by the Borrower or any of its Material Subsidiaries with the proceeds of any Reinvestment Deferred Amount; (ig) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c7.8(c)) by Holdings, the Borrower or any of its Material Subsidiaries in the Borrower or any Person that, prior to such investmentInvestment, is a Subsidiary Guarantor; Guarantor and a Material Subsidiary; (iih) Investments constituting Capital Expenditures, to the extent permitted under Section 7.7; (i) in addition to Investments otherwise expressly permitted by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) this Section, Investments by the Borrower or any Subsidiary Guarantor of its Material Subsidiaries constituting acquisitions of Persons or ongoing businesses ("Permitted Acquisitions"); provided that: (i) immediately prior to and after giving affect to any such Permitted Acquisition, no Default or Event of Default shall have occurred and be continuing and the Borrower shall have certified same to the Administrative Agent in any Subsidiary that is not a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assetswriting; (gii) if such Permitted Acquisition is structured as a stock acquisition, then either (A) the Person so acquired becomes a Wholly-Owned Subsidiary of the Borrower or (B) such Person is merged with and into either the Borrower or a Wholly-Owned Subsidiary of the Borrower (with the Borrower or such Wholly-Owned Subsidiary being the surviving corporation in such merger) (iii) all of the provisions of Section 6.10 have been or will be complied with in respect of such Permitted Acquisition; (iv) the only consideration paid in connection with such Permitted Acquisition shall consist of cash, Capital Stock (other than Disqualified Stock) of Holdings, or Seller Notes; (v) after giving pro forma effect to the proposed Permitted Acquisition in accordance with Section 7.1(d), the Borrower shall be in compliance with the financial covenants set forth in Section 7.1; (vi) the individual amount of any Investments received such Permitted Acquisition does not exceed $45,000,000; (ivii) notwithstanding the foregoing, no Permitted Acquisitions may be made during the first twelve months following the Closing Date, except as set forth in Schedule 7.8(i); and (viii) the aggregate amount of Revolving Lender Commitments less the Revolving Extensions of Credit (in each case, as of the date on which such Permitted Acquisition is consummated and after giving effect thereto) shall be greater than $10,000,000; and (j) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of addition to Investments otherwise expressly permitted by this Section, Investments by the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans by the Borrower Material Subsidiaries in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (ivalued at cost) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of $2,500,000 in the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; and (o) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)Agreement.

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”), except: (a) extensions of trade credit in the ordinary course of businessbusiness consistent with past practice; (b) investments in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(bSection 7.2(b) and (e); (d) loans and (i) advances for business expenses to employees of Holdings, the Borrower or any Restricted Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) and (ii) loans to employees of Holdings, the Borrower or any Restricted Subsidiaries of the Borrower in an aggregate amount for Holdings, the Borrower and its Restricted Subsidiaries of the Borrower not to exceed $5,000,000 2,500,000 at any one time outstanding; (e) Permitted AcquisitionsInvestments in assets (other than inventory) useful in the Borrower’s business made by the Borrower or any of its Restricted Subsidiaries with the proceeds of any Reinvestment Deferred Amount; (f) (i) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c7.8(c)) by by: (i) Holdings or the Borrower or any of its Subsidiaries Subsidiary in the Borrower or any Person that, prior to such investmentInvestment, is a Subsidiary Guarantor; or (ii) Investments by any Restricted Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) Investments by in the Borrower or any Subsidiary Guarantor Person that, prior to such Investment, is a Subsidiary, provided that the aggregate outstanding amount of such Investments made by the Borrower and the Restricted Subsidiaries in Unrestricted Subsidiaries may not at any Subsidiary that is not a Subsidiary Guarantor in an amount not to time exceed the greater sum of (i) the amount of the total Investments existing in the Unrestricted Subsidiaries as of June 30, 2005 (the “Existing Unrestricted Subsidiary Investment”) and (ii) $40,000,000. The Borrower shall, on or $50,000,000 or 2.00% prior to December 31, 2005, provide to the Administrative Agent the Borrower’s calculation of Consolidated Total Assets;the amount of the Existing Unrestricted Subsidiary Investment. (g) any Investments received the Alpha Equity Contribution and the Acquisition; and (ih) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of addition to Investments otherwise expressly permitted by this Section, the Borrower or any of its SubsidiariesRestricted Subsidiaries may make Investments in Subsidiaries and Persons that become Subsidiaries as a result of such Investments and may make Consolidated Growth Capital Expenditures; provided, (i) all such Investments and Consolidated Growth Capital Expenditures shall be for the acquisition or improvement of assets (including pursuant Capital Stock of another Person) to any plan be used in the same type of reorganization or similar arrangement upon business that the bankruptcy or insolvency Borrower and its Restricted Subsidiaries are engaged in on the date of any trade creditor or customer or (y) litigationthis Agreement, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction such Investments and Consolidated Growth Capital Expenditures shall not be limited at any time when the Consolidated Senior Leverage Ratio is less than 3.00 to 1.00, (iii) the aggregate amount of judgments; all such Investments and Consolidated Growth Capital Expenditures at any time when the Consolidated Senior Leverage Ratio is greater than 3.00 to 1.00 shall not exceed (hA) loans by the Borrower in $20,000,000 for any particular such Investment or Consolidated Growth Capital Expenditure or (B) an aggregate principal amount for all such Investments and Consolidated Growth Capital Expenditures while this Agreement is in effect of $60,000,000 plus, at any time when the Consolidated Senior Secured Leverage Ratio is at least 0.25 lower than the maximum level permitted at such time, an additional amount, not exceeding $5,000,000 30,000,000 in the aggregate, equal to employees the aggregate Net Cash Proceeds of Asset Sales consummated after the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower Closing Date and (iv) after giving effect to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or Event of Default has shall have occurred and is continuing or would result therefrom; and (o) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)continuing.

Limitation on Investments. Make after the Closing Date The Borrower shall not, and shall not allow any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution its Subsidiaries to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any Investment other investment in, any other Person (all of the foregoing, “Investments”), exceptthan: (ai) extensions of trade credit any Investment in the ordinary course Borrower or a wholly-owned Subsidiary of businessthe Borrower that is a Guarantor; (bii) investments any Investment in Cash Equivalents; (ciii) Investments arising any Investment in connection a Person, if as a result of such Investment: (1) such Person becomes a Subsidiary of the Borrower and a Guarantor; or (2) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the incurrence and lending Borrower or a Subsidiary of Indebtedness permitted by Sections 6.2(b) and (e)the Borrower that is a Guarantor; (div) loans and advances to employees any acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower and its Subsidiaries not to exceed $5,000,000 at any one time outstandingBorrower; (e) Permitted Acquisitions; (f) (i) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c)) by the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to such investment, is a Subsidiary Guarantor; (ii) Investments by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assets; (gv) any Investments received (i) in compromise or resolution of (xi) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer customer; or (yii) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (hvi) Investments represented by Hedging Obligations; (vii) loans by or advances to employees made in the ordinary course of business of the Borrower or any Subsidiary of the Borrower in an aggregate principal amount not exceeding to exceed $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees7.5 million at any one time outstanding; (iviii) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% repurchases of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefromNotes; and (oix) other Investments made after the date of the Notes in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o9) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, outstanding not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of 50.0 million, provided that any such Excluded Issuances that have been used after the Closing Date Investment will not be deemed to make any Investments be outstanding pursuant to this clause (o9) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes subsequently constitutes a Subsidiary after such date, such Permitted Investment will thereafter be deemed to have been made pursuant to clause (f3) above and shall cease to have been made pursuant to this clause (o)hereof.

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “"Investments”"), except: (a) extensions of trade credit in the ordinary course of business; (b) investments in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(bSection 7.2(b) and (e); (d) loans and advances to employees of the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower and its Subsidiaries not to exceed $5,000,000 7,500,000 at any one time outstanding; (e) Permitted AcquisitionsInvestments in assets useful in the Borrower's business made by the Borrower or any of its Subsidiaries with the proceeds of any Reinvestment Deferred Amount; (f) (i) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c7.8(c)) by the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to such investmentInvestment, is a Subsidiary Guarantor; Subsidiary; (g) at any time prior to the closing date of the Additional Letter of Credit Facility, Investments made by the Borrower or any of its Subsidiaries in Xxxxxxx Funding by means of the sale of, or the granting of security interests in, Medicaid, Veteran's Administration or other governmental accounts receivable owing to the Borrower or such Subsidiary, in either case to Xxxxxxx Funding pursuant to the Receivables Financing Program, provided that the net amount of all uncollected accounts receivable owing to the Borrower or any of its Subsidiaries that have been so sold or in which a security interest has been so granted shall not exceed the lesser of (i) 200% of the aggregate principal or redemption amount of all Permitted Receivables Financing Securities then outstanding and (ii) $140,000,000; (h) Permitted Acquisitions; (i) Investments in joint ventures engaged primarily in those businesses in which the Borrower and its Subsidiaries are engaged on the date of this Agreement or that are reasonably related thereto, in an aggregate amount (valued at cost) at any one time outstanding not to exceed (i) during the period from the Closing Date through December 31, 2004, $30,000,000 and (ii) thereafter, $40,000,000, provided that any such amount may be increased by not more than $10,000,000 in the aggregate to the extent that such increase is in respect of consideration paid solely with Capital Stock of the Borrower; (j) promissory notes received as consideration for facilities or all of the common stock of any Subsidiary sold in a Disposition permitted under Section 7.5(f), 7.5(i), 7.5(k) or 7.5(l), provided that is not a Subsidiary Guarantor (i) such promissory notes shall be pledged and delivered to the Administrative Agent to the extent required by the Guarantee and Collateral Agreement, (ii) with respect to any other Subsidiary that is promissory notes received as consideration for Dispositions permitted under Section 7.5(k), the amount of all such notes at any time outstanding shall not a Subsidiary Guarantor; exceed $25,000,000 in the aggregate, of which not more than $8,750,000 in the aggregate may have been received in connection with any Dispositions of Collateral permitted by Section 7.5(k) and (iii) with respect to any promissory notes received as consideration for Dispositions permitted under Section 7.5(l), the amount of all such notes at any time outstanding shall not exceed $3,750,000 in the aggregate; and (k) in addition to Investments otherwise expressly permitted by this Section, Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assets; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount (valued at cost) not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 $15,000,000 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; and (o) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)Agreement.

Limitation on Investments. Make after the Closing Date any advanceadvance (other than demand deposits), loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase for value any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoingcollectively, “Investments”), or permit any Restricted Subsidiary to do any of the foregoing, except: (a) Investments constituting advances and extensions of trade credit in the ordinary course of business; (b) investments Investments in cash and Cash Equivalents; (c) Investments arising in connection with existing on the incurrence Initial Closing Date and lending described on Schedule 9.7 and any renewals, refinancings or restructurings thereof, provided that the original amount of Indebtedness any such Investment is not increased (except to the extent any such increase would (i) be permitted by Sections 6.2(bunder another provision of this subsection 9.7 or (ii) and (ebe permitted under subsection 9.2, subsection 9.4 or subsection 9.12); (d) loans Permitted Business Acquisitions; (e) Investments constituting loans, advances and advances other extensions of credit to directors, officers and employees of the Borrower Company or any of its Subsidiaries of the Borrower for travel, entertainment and relocation expenses in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower Company and its Subsidiaries not to exceed $5,000,000 1,000,000 at any one time outstanding; (e) Permitted Acquisitions; (f) (i) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c)) by the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to such investment, is a Subsidiary Guarantor; (ii) Investments by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) Investments by the Borrower or any Subsidiary Guarantor Company in any Subsidiary that is not a Subsidiary Guarantor its Restricted Subsidiaries and investments by Restricted Subsidiaries in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total AssetsCompany and in other Restricted Subsidiaries; (g) Investments made as a result of the receipt of non-cash consideration (including Indebtedness) received in connection with any Disposition permitted under subsection 9.5; (h) Investments received arising from the repurchase or redemption of Capital Stock or Indebtedness or the conversion of Indebtedness to Capital Stock in any transaction or manner not otherwise prohibited under this Agreement; (i) Investments made with respect to any Plan; (j) Investments (i) arising from or in compromise connection with transactions by the Company or resolution any Restricted Subsidiary with customers, suppliers, vendors or other account debtors in the ordinary course of business, including endorsements of negotiable instruments and debt obligations and (xii) made or received in connection with the bankruptcy, reorganization or liquidation of, or the settlement of delinquent obligations or disputes with, any customers, suppliers, vendors or other account debtors; (k) Investments arising as a result of trade creditors any transaction permitted under subsection 9.2 or customers that were incurred subsection 9.4; (l) any other Investments by the Company or any Restricted Subsidiary in any other Person (other than any Restricted Subsidiary) permitted under subsection 9.12; and (m) Investments in joint ventures entered into in the ordinary course of business of (including Investments by the Borrower Company or any of its Subsidiaries, including pursuant to Restricted Subsidiary in any plan of reorganization joint venture or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigationwith Navis Co., arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; and (o) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (oLtd.).

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”), except: (a) extensions of trade credit in the ordinary course of business; (b) investments in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(b) and (e); (d) loans and advances to employees of the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower and its Subsidiaries not to exceed $5,000,000 2,000,000 at any one time outstanding; (e) Permitted Acquisitions; (f) (i) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c)) by the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to such investment, is a Subsidiary Guarantor; (ii) Investments by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assets; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 3,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in 3208153 Nova Scotia Company arising in connection with the Acquisition in an aggregate amount that does not to exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefrom$6,500,000; and (o) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition10,000,000; provided that, that if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o).

Limitation on Investments. Make after After the Closing Date Date, make any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”), except: (a) extensions of trade credit in the ordinary course of business; (b) investments in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(bSection 7.2(b), (e) and (eg); (d) loans to WEG Acquisitions, L.P. for the purpose of enabling WEG Acquisitions, L.P. to make loans and advances to employees of the Borrower or any Subsidiaries of the Borrower in the ordinary course of business to employees of WEG Acquisitions, L.P. that provide services to the Borrower or any Restricted Subsidiary (including, without limitation, including for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower and its Restricted Subsidiaries not to exceed $5,000,000 500,000 at any one time outstanding; (e) Permitted AcquisitionsInvestments in assets (other than inventory) useful in the business of the Borrower and its Restricted Subsidiaries made by the Borrower or any of its Restricted Subsidiaries with the proceeds of any Reinvestment Deferred Amount; (f) (i) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c)) by the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to such investmentInvestment, is a Subsidiary Guarantor; Restricted Subsidiary; (iig) Investments by the Borrower and its Restricted Subsidiaries in Unrestricted Subsidiaries and Permitted Joint Ventures in an amount at any time not exceeding the Unused Investment Basket Amount at such time; provided, that the aggregate amount of Investments of the types described in Sections 7.5(f) and 7.2(e)(ii) made by Restricted Subsidiaries in Unrestricted Subsidiaries shall not exceed $50,000,000 at any time outstanding; (h) Investments by Unrestricted Subsidiaries in the form of Permitted Acquisitions and Permitted Joint Ventures; (i) Investments in the form of Permitted Acquisitions consummated by the Borrower or any Restricted Subsidiary; provided, that any Subsidiary that is not acquired or formed in connection with such Permitted Acquisition shall be a Restricted Subsidiary Guarantor and the provisions of Section 6.9 shall be complied with in connection therewith; (j) Investments by Unrestricted Subsidiaries in other Unrestricted Subsidiaries; and (k) in addition to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) Investments otherwise expressly permitted by this Section, Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assets; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% exceeding at any time the Unused Investment Basket Amount at such time; provided, that the aggregate amount of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; and (o) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, paragraph shall not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to 2,000,000 while this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) Agreement is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)effect.

Limitation on Investments. Loans and Advances. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stockstock, bonds, notes, debentures or other debt securities of, of or any assets constituting an ongoing a business fromunit of, or make any other investment inin (each an "Investment"), any other Person (all of the foregoing, “Investments”)Person, except: (a) extensions of trade credit in the ordinary course of businessbusiness of the Borrower or any of its Subsidiaries; (b) investments Investments in Cash Equivalents; (c) Investments arising existing on the date hereof and described in connection with Schedule 8.10(c), setting forth the incurrence and lending respective amounts of Indebtedness permitted by Sections 6.2(b) and (e)such Investments as of a recent date; (d) Investments in notes receivable in connection with transactions permitted by Section 8.6(c); (e) loans and advances to officers, directors or employees of the Borrower or any of its Subsidiaries of the Borrower (i) in the ordinary course of business for travel and entertainment expenses, (includingii) existing on the date hereof and described in Schedule 8.10(c), without limitation, (iii) made after the Effective Date for travel, entertainment and relocation expenses, not to exceed (as to the Borrower and all Subsidiaries), together with the amount of all Guarantee Obligations permitted pursuant to Section 8.4(g), $5,000,000 in the aggregate outstanding at any time and (iv) relating to indemnification or reimbursement of any officers, directors or employees in respect of liabilities relating to their serving in any such capacity; (f) Investments by the Borrower in any Wholly Owned Subsidiary of the Borrower which is a Subsidiary Guarantor and by any Subsidiary of the Borrower in the Borrower or in any Wholly Owned Subsidiary of the Borrower which is a Subsidiary Guarantor; (g) in addition to Investments otherwise expressly permitted by this Section 8.10, Investments by the Borrower or any Subsidiary of the Borrower in Foreign Subsidiaries of the Borrower in an aggregate amount for the Borrower and its Subsidiaries not to exceed $5,000,000 at any one time outstanding; (e) Permitted Acquisitions; (f) (i) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c)) by the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to outstanding for all such investment, is a Subsidiary Guarantor; (ii) Investments by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assets; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Foreign Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; and (o) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o).

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”), except: (a) extensions of trade credit in the ordinary course of business; (b) investments Investments in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(b) and (e); (d) loans and advances to employees employees, and guarantees of such loans and advances, of the Borrower or any of its Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower and its Subsidiaries not to exceed $5,000,000 at any one time outstanding; (ed) Permitted AcquisitionsInvestments in assets (other than inventory) useful in the Borrower’s business made by the Borrower or any of its Subsidiaries with the proceeds of any Reinvestment Deferred Amount (including, for purposes of this clause (d) only, all amounts that would constitute Net Cash Proceeds from an Asset Sale or Recovery Event but for the minimum thresholds set forth in the definitions of such terms); (f) (ie) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c)i) by the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to such investmentInvestment, is a Subsidiary Guarantor; Guarantor and (ii) Investments in any Non-Subsidiary Guarantor by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Non-Subsidiary Guarantor; and ; (iiif) Investments by the Borrower or any Subsidiary Guarantor in any Non-Guarantor Subsidiary that is not a Subsidiary Guarantor in an aggregate amount not to exceed the greater or exceeding $50,000,000 or 2.00% net of Consolidated Total Assetsthe amount of any return on Investments from such Non-Guarantor Subsidiaries while this Agreement is in effect; (g) any Investments received (ias consideration for Dispositions as permitted by Sections 7.5(d) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments7.5(e); (h) loans by the Borrower other Investments in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale 350,000,000 in any four fiscal quarter period of the Borrower’s Capital Stock ; provided, that in the case of any Investment or series of related Investments involving aggregate consideration in excess of $20,000,000 the following conditions are met: (i) after giving effect to such Investment, each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct on and as of such date as if made on and as of such date, except (i) where any representation and warranty is expressly made as of a specific earlier date, such representation and warranty shall be true as of any such earlier date and (ii) any representation or warranty not qualified by “material,” “Material Adverse Effect” or a similar qualifier shall be true in all material respects; (ii) no Default or Event of Default shall have occurred and be continuing or would result from such Investment; (iii) after giving effect to such Investment (and any Indebtedness incurred to finance such Investment), the Borrower to shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Section 7.1; and (iv) any Person that becomes a Subsidiary as a result of such employeesInvestment shall be in the same or a similar or related line of business as the Borrower and its Subsidiaries; (i) Investments outstanding on the Closing Date and listed on Schedule 7.7; (j) Investments consisting of receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expensesbusiness, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and or other similar deposits made in the ordinary course of business by or endorsements for collection or deposit in the Borrower ordinary course of any of its Subsidiariesbusiness; (k) Investments obtained as consideration consisting of Hedge Agreements entered into in the ordinary course of business and not for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereofspeculative purposes; (l) Investments consisting in suppliers or customers that are received in connection with settlements of Hedging Obligationsdisputes or pursuant to any plan of reorganization or liquidation or similar arrangement upon the bankruptcy or insolvency or such supplier or customer; (m) the AcquisitionInvestments with respect to performance bonds, bankers’ acceptance, workers’ compensation claims, surety or appeal bonds, obligations in connection with self-insurance or similar obligations and bank overdrafts; (n) Investments in an amount that does not exceed the Available Amount immediately prior to the time consisting of the making Guarantee Obligations specifically permitted by clauses (e), (f) and (g) of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefromSection 7.2; and (o) other any Investments in any Person having an aggregate Fair Market Value the Captive Insurance Subsidiary (measured on for so long as it is maintained as a captive insurance subsidiary) in the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) ordinary course of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal business to the sum of (i) $200,000,000 plus (ii) any amount attributable extent required to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not maintain its status as a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)well capitalized company under applicable regulations.

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “"Investments”"), except: (a) extensions of trade credit in the ordinary course of business; (b) investments in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(bSection 7.2(b) and (e)) ; (d) loans and advances to employees of the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower and its Subsidiaries of the Borrower not to exceed $5,000,000 1,000,000 at any one time outstanding; (e) Permitted AcquisitionsInvestments by the Borrower and its Subsidiaries in potential business partners in the United States, such as race tracks, technology companies, casinos and other similar entities engaged in the same or similar lines of business as those engaged in on the Closing Date by the Borrower and its Subsidiaries, in an aggregate amount not exceeding $10,000,000; (f) Investments by the Borrower and its Domestic Subsidiaries in Foreign Subsidiaries, provided, that such Investments are permitted by Section 7.15; (ig) Investments in assets useful in the Borrower's business made by the Borrower or any of its Subsidiaries with the proceeds of any Reinvestment Deferred Amount; and (h) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c7.8(c)) by the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to such investment, is a Subsidiary Guarantor; (ii) Investments by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assets; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; and (o) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o).

Limitation on Investments. Make after The Credit Parties, subject to the Closing Date Order and any other order of the Bankruptcy Court, will not, and will not permit any of their respective Restricted Subsidiaries to, make any advance, loan, extension extensions of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stockstock, bonds, notes, debentures or other debt securities of, of or any assets constituting an ongoing business fromof, or make any other investment Investment in, any other Person (all of the foregoing, “Investments”)Person, except: (a) extensions of trade credit and asset purchases in the ordinary course of business; (b) investments in Cash EquivalentsPermitted Investments; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(b) and (e); (d) loans and advances to officers, directors and employees of the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower and its Subsidiaries not to exceed $5,000,000 at any one time outstanding; (e) Permitted Acquisitions; (f) (i) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c)) by the Borrower or any of its Subsidiaries for reasonable and customary business related travel, entertainment, relocation and analogous ordinary business purposes in an aggregate principal amount at any time outstanding under this clause (c) not exceeding $2,500,000; (d) Investments existing or contractually committed on the Signing Date and listed on Schedule 10.5 to this Agreement and any extensions, renewals or reinvestments thereof, so long as the aggregate amount of all Investments pursuant to this clause (d) is not increased at any time above the amount of such Investments existing on the Signing Date; (e) Investments received in connection with the bankruptcy or reorganization of suppliers or customers and in settlement of delinquent obligations of, and other disputes with, customers arising in the Borrower ordinary course of business; (f) [reserved]; (g) Investments in (i) any Subsidiary Guarantor or any Person that, prior to such investment, is a Subsidiary Guarantorthe Borrower; (ii) Investments by Restricted Subsidiaries that are not Guarantors, in the case of this clause (g)(ii), in an aggregate amount not to exceed (x) in the case of Government Business Subsidiaries, $15,000,000 at any Subsidiary one time outstanding and (y) in the case of all other Restricted Subsidiaries that is are not a Subsidiary Guarantor to Guarantors, $20,000,000 in the aggregate at any other Subsidiary that is not a Subsidiary Guarantorone time outstanding; and (iii) Investments by the Borrower or any Subsidiary Guarantor in any Unrestricted Subsidiary that is made by Restricted Subsidiaries that are not a Subsidiary Guarantor Guarantors, in the case of this clause (g)(iii), in an aggregate amount not to exceed $10,000,000 at any one time outstanding and (iv) Restricted Subsidiaries that are not Guarantors to the greater or $50,000,000 or 2.00% of Consolidated Total Assetsextent such Investments are made by Restricted Subsidiaries that are not Guarantors; (gh) any Investments received [reserved]; (i) [reserved]; (j) Investments constituting non-cash proceeds of sales, transfers and other dispositions of assets to the extent permitted by Section 10.4(b) or (c); (k) [reserved]; (l) Investments permitted under Section 10.6; (m) [reserved]; (n) Investments constituting advances in compromise or resolution the form of (x) obligations a prepayment of trade creditors or customers that expenses, so long as such expenses were incurred in the ordinary course of business and are being paid in accordance with customary trade terms of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgmentssuch Subsidiary; (ho) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower extent constituting Investments, any payments under any contracts to construct, launch, operate or any Subsidiary if created or acquired insure Satellites which contracts are entered into in the ordinary course of business and payable or dischargeable in accordance with customary trade termsbusiness; (jp) any Investment loans and advances for purposes for which a dividend is otherwise permitted pursuant to Section 10.6, including, without limitation dividends of the type contemplated in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its SubsidiariesSection 10.6(j); (kq) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof[reserved]; (lr) Investments consisting of Hedging Obligations[reserved]; (ms) the Acquisition; other Investments (nincluding Investments in any Restricted Subsidiary that is not a Guarantor solely as an intermediate step of any such Investment; it being agreed that such intermediate steps shall not constitute separate Investments requiring additional capacity under this Section 10.5) Investments in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; and (o) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal up to the sum of (i) $200,000,000 plus 350,000,000 at any one time outstanding, which amount shall be increased to an amount equal to the lesser of (iiA) any and (B) an amount, as necessary, to consummate the Designated Target Transaction in accordance with the terms of the Designated Target Transaction Agreements (it being understood, for the avoidance of doubt, such amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make shall not include any Investments pursuant in the Designated Target Subsidiaries for working capital purposes other than the working capital and cash adjustments to this clause the purchase price in accordance with the Designated Target Transaction Agreements) (o“Increased Investment Basket”) or concurrently with and in order to finance any Permitted Acquisition; consummate the Designated Target Transaction (provided that, if an Investment made pursuant (w) the Designated Target Transaction Agreements shall not have been amended, modified or waived by the Borrower or its Subsidiaries in a manner materially adverse to this clause (o) is made in any Person that is not a Subsidiary at the date Lenders without the prior written consent of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter Required Lenders (provided that each Lender shall be deemed to have been made pursuant consented to clause (f) above and such amendment, waiver or consent unless it shall cease object in writing thereto to have been made pursuant to this clause (o).the Borrower within five

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”), except: (a) extensions of trade credit in the ordinary course of business; (b) investments Investments in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(bSection 7.2(b) and (e); (d) loans and advances to employees of Holdings, the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expensesexpenses and excluding advances made to employees in the form of federal income tax withholding payments paid by Holdings, the Borrower or any of its Subsidiaries) in an aggregate amount for Holdings, the Borrower and its Subsidiaries of the Borrower not to exceed $5,000,000 250,000 at any one time outstanding; (e) Permitted Acquisitions; (f) (i) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c7.8(c)) by Holdings, the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to such investment, is a Subsidiary Guarantor; ; (iif) Investments by the Borrower or any Subsidiary of its Subsidiaries in Tower Companies and other entities the principal assets of which are towers, tower sites and related assets, (provided, that is not a Subsidiary Guarantor to any in each case such Tower -------- Company or other Subsidiary that is not entity becomes a Subsidiary Guarantor); and other Investments in Tower Companies and other related entities and Excluded Entities, not exceeding in the aggregate, during the term of this Agreement, $10,000,000; provided that notwithstanding anything herein to -------- the contrary, no additional Investments shall be permitted in SBA Brazil; (iiig) Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assets; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course form of business of the Borrower capital contributions to any SPC or any Indebtedness permitted by clause (A) of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not AffiliatesSection 6.12(m); or (ii) in satisfaction of judgments;and (h) loans Investments by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock Holdings permitted by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; and (o) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)7.15.

Limitation on Investments. Make after The Credit Parties, subject to the Closing Date Order and any other order of the Bankruptcy Court, will not, and will not permit any of their respective Restricted Subsidiaries to, make any advance, loan, extension extensions of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stockstock, bonds, notes, debentures or other debt securities of, of or any assets constituting an ongoing business fromof, or make any other investment Investment in, any other Person (all of the foregoing, “Investments”)Person, except: (a) extensions of trade credit and asset purchases in the ordinary course of business; (b) investments in Cash EquivalentsPermitted Investments; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(b) and (e); (d) loans and advances to officers, directors and employees of the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower and its Subsidiaries not to exceed $5,000,000 at any one time outstanding; (e) Permitted Acquisitions; (f) (i) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c)) by the Borrower or any of its Subsidiaries for reasonable and customary business related travel, entertainment, relocation and analogous ordinary business purposes in an aggregate principal amount at any time outstanding under this clause (c) not exceeding $2,500,000; (d) Investments existing or contractually committed on the Signing Date and listed on Schedule 10.5 to this Agreement and any extensions, renewals or reinvestments thereof, so long as the aggregate amount of all Investments pursuant to this clause (d) is not increased at any time above the amount of such Investments existing on the Signing Date; (e) Investments received in connection with the bankruptcy or reorganization of suppliers or customers and in settlement of delinquent obligations of, and other disputes with, customers arising in the Borrower ordinary course of business; (f) [reserved]; (g) Investments in (i) any Subsidiary Guarantor or any Person that, prior to such investment, is a Subsidiary Guarantorthe Borrower; (ii) Investments by Restricted Subsidiaries that are not Guarantors, in the case of this clause (g)(ii), in an aggregate amount not to exceed (x) in the case of Government Business Subsidiaries, $15,000,000 at any Subsidiary one time outstanding and (y) in the case of all other Restricted Subsidiaries that is are not a Subsidiary Guarantor to Guarantors, $20,000,000 in the aggregate at any other Subsidiary that is not a Subsidiary Guarantorone time outstanding; and (iii) Investments by the Borrower or any Subsidiary Guarantor in any Unrestricted Subsidiary that is made by Restricted Subsidiaries that are not a Subsidiary Guarantor Guarantors, in the case of this clause (g)(iii), in an aggregate amount not to exceed $10,000,000 at any one time outstanding and (iv) Restricted Subsidiaries that are not Guarantors to the greater or $50,000,000 or 2.00% of Consolidated Total Assetsextent such Investments are made by Restricted Subsidiaries that are not Guarantors; (gh) any Investments received [reserved]; (i) [reserved]; (j) Investments constituting non-cash proceeds of sales, transfers and other dispositions of assets to the extent permitted by Section 10.4(b) or (c); (k) [reserved]; (l) Investments permitted under Section 10.6; (m) [reserved]; (n) Investments constituting advances in compromise or resolution the form of (x) obligations a prepayment of trade creditors or customers that expenses, so long as such expenses were incurred in the ordinary course of business and are being paid in accordance with customary trade terms of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgmentssuch Subsidiary; (ho) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower extent constituting Investments, any payments under any contracts to construct, launch, operate or any Subsidiary if created or acquired insure Satellites which contracts are entered into in the ordinary course of business and payable or dischargeable in accordance with customary trade termsbusiness; (jp) any Investment loans and advances for purposes for which a dividend is otherwise permitted pursuant to Section 10.6, including, without limitation dividends of the type contemplated in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its SubsidiariesSection 10.6(j); (kq) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof[reserved]; (lr) Investments consisting of Hedging Obligations[reserved]; (ms) the Acquisition; other Investments (nincluding Investments in any Restricted Subsidiary that is not a Guarantor solely as an intermediate step of any such Investment; it being agreed that such intermediate steps shall not constitute separate Investments requiring additional capacity under this Section 10.5) Investments in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; and (o) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal up to the sum of (i) $200,000,000 plus 350,000,000 at any one time outstanding, which amount shall be increased to an amount equal to the lesser of (iiA) any $600,000,000 and (B) an amount, as necessary, to consummate the Designated Target Transaction in accordance with the terms of the Designated Target Transaction Agreements (it being understood, for the avoidance of doubt, such amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make shall not include any Investments pursuant in the Designated Target Subsidiaries for working capital purposes other than the working capital and cash adjustments to this clause the purchase price in accordance with the Designated Target Transaction Agreements) (o“Increased Investment Basket”) or concurrently with and in order to finance any Permitted Acquisition; consummate the Designated Target Transaction (provided that, if an Investment made pursuant (w) the Designated Target Transaction Agreements shall not have been amended, modified or waived by the Borrower or its Subsidiaries in a manner materially adverse to this clause (o) is made in any Person that is not a Subsidiary at the date Lenders without the prior written consent of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter Required Lenders (provided that each Lender shall be deemed to have been made pursuant consented to clause such amendment, waiver or consent unless it shall object in writing thereto to the Borrower within five (f5) above Business Day after notice and shall cease to have been made pursuant to this clause receipt of such proposed amendment, waiver or consent); (ox).

Limitation on Investments. Make after The Borrower will not, and will not permit any of the Closing Date Restricted Subsidiaries, to (i) purchase or acquire (including pursuant to any advancemerger, loanconsolidation or amalgamation with a person that is not a Wholly Owned Subsidiary immediately prior to such merger, extension consolidation or amalgamation) any Equity Interests, evidences of credit Indebtedness or other securities of any other Person, (by way ii) make any loans or advances to or guarantees of guaranty or otherwise) or capital contribution tothe Indebtedness of any other person, or (iii) purchase any Capital Stock, bonds, notes, debentures or other debt securities of, otherwise acquire (in one transaction or any assets constituting an ongoing business from, a series of related transactions) (x) all or make any other investment in, any other Person (substantially all of the foregoingproperty and assets or business of another Person or (y) assets constituting a business unit, line of business or division of such Person (each, an “InvestmentsInvestment”), except: (a) extensions of trade credit and purchases of assets and services (including purchases of inventory, supplies and materials) in the ordinary course of business; (b) investments Investments in Cash Equivalentsassets that constituted Permitted Investments at the time such Investments were made; (c) Investments arising received in connection with the incurrence bankruptcy or reorganization of suppliers or customers and lending in settlement of Indebtedness permitted by Sections 6.2(b) delinquent obligations of, and (e); (d) loans and advances to employees of the Borrower or any Subsidiaries of the Borrower other disputes with, customers arising in the ordinary course of business or upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (including, without limitation, for travel, entertainment and relocation expensesd) in an aggregate amount for Investments by the Borrower and its Subsidiaries not to exceed $5,000,000 at in any one time outstandingGuarantor (including any new Restricted Subsidiary that becomes a Guarantor in compliance herewith substantially contemporaneously with such Investment being made) or by any Guarantor in the Borrower; (e) Permitted Acquisitionsother Investments if, after giving effect to the making of any such Investment on a Pro Forma Basis, (i) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) the Consolidated Total Debt to EBITDAX Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis (provided that for the purposes of this Section 10.5(e), Consolidated Total Debt shall be calculated as of the date of such Investment and EBITDAX shall be calculated as of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 9.1(a) or Section 9.1(b)), (iii) the Borrowing Base Utilization Percentage is less than or equal to 80%, (iv) the total amount of Investments in Unrestricted Subsidiaries permitted pursuant to this Section 10.5(e) shall not exceed $2,500,000, and (v) the total amount of Investments permitted pursuant to this Section 10.5(e) shall not exceed $10,000,000; (f) (i) Investments (other than those relating constituting non-cash proceeds of Dispositions of assets to the incurrence of Indebtedness extent permitted by Section 6.8(c)) by the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to such investment, is a Subsidiary Guarantor; (ii) Investments by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assets10.4; (g) any Investments received (i) in compromise or resolution of (x) guarantee obligations of trade creditors the Borrower or customers any Restricted Subsidiary of leases (other than Capital Leases) or of other obligations that were incurred do not constitute Indebtedness, in each case entered into in the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgmentsbusiness; (h) loans Investments held by a Person acquired (including by way of merger or consolidation) after the Borrower Closing Date otherwise in an aggregate principal amount accordance with this Section 10.5 to the extent that such Investments were not exceeding $5,000,000 to employees made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the Borrower date of such acquisition, merger or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employeesconsolidation; (i) receivables owing Investments in Industry Investments and in interests in additional Oil and Gas Properties and gas gathering systems related thereto or Investments related to farm-out, farm-in, joint operating, joint venture, joint development or other area of mutual interest agreements, other similar industry investments, gathering systems, pipelines or other similar oil and gas exploration and production business arrangements whether through direct ownership or ownership through a joint venture or similar arrangement; (j) Investments consisting of Indebtedness, fundamental changes and Dispositions permitted under Sections 10.1, 10.3 and 10.4; (k) in the case of the Borrower and its Restricted Subsidiaries, Investment consisting of (i) intercompany Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or any Subsidiary if created or acquired extensions of terms) and made in the ordinary course of business and payable or dischargeable (ii) intercompany current liabilities in accordance connection with customary trade terms; (j) any Investment in any Person to the extent such Investment consists cash management, Tax and accounting operations of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its and the Restricted Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (l) Investments consisting resulting from pledges and deposits under clauses (c), (d) and (e) of Hedging Obligationsthe definition of “Permitted Liens” and clause (i) of Sections 10.2; (m) advances in the Acquisitionform of a prepayment of third party expenses, so long as such expenses are being paid in accordance with customary trade terms of the Borrower or the relevant Restricted Subsidiary; (n) Investments by any Restricted Subsidiary that is not a Guarantor in an amount the Borrower or any other Restricted Subsidiary; provided, that does Investments by any Restricted Subsidiary that is not exceed a Guarantor in the Available Amount immediately prior Borrower or any Guarantor shall be subordinated in right of payment to the time of the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; andLoans; (o) other Investments loans and advances to officers, directors, employees and consultants of the Borrower (or any direct or indirect parent thereof) or any of its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes (including employee payroll advances) and (ii) in connection with such Person’s purchase of Equity Interests of the Borrower (or any Person having an direct or indirect parent thereof; provided that, to the extent such loans and advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash); provided that the aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made principal amount outstanding pursuant to this clause (o) or clause shall not exceed $2,500,000; (i)(iip) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the definition Borrower or a Parent Entity; (q) Investments made to repurchase or retire any employee or any stock ownership plan or key employee stock ownership plan of “Permitted Acquisition” the Borrower (or any direct or indirect parent thereof); provided that are at the time outstanding, not to exceed an aggregate amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments outstanding pursuant to this clause (oq) shall not exceed $2,500,000; (r) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to finance suppliers in the ordinary course of business; (s) Investments in the ordinary course of business consisting of endorsements for collection or deposit and customary trade arrangements with customers consistent with past practices or industry practice; (t) advances of payroll payments to employees, consultants or independent contractors or other advances of salaries or compensation to employees, consultants or independent contractors, in each case in the ordinary course of business; and (u) any Permitted Acquisition; provided that, if Investment constituting a Disposition or transfer of any asset between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition or transfer in connection with an Investment made otherwise permitted pursuant to this clause clauses(a) through (ot) is made above or in any Person that is not connection with a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made Disposition permitted pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)Section 10.4.

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”), except: (a) extensions of trade credit in the ordinary course of businessbusiness (including, without limitation, advances to patrons of the casino operations of the Borrower or the Restricted Subsidiaries consistent with ordinary course gaming operations); (b) investments Investments in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(bSection 7.2(b) and (e); (d) Investments in existence on the date hereof listed on Schedule 7.7(d); (e) loans and advances to employees of the Borrower or any Restricted Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower and its Restricted Subsidiaries of the Borrower not to exceed $5,000,000 at any one time outstanding; (ef) Permitted AcquisitionsInvestments consisting of the extension of credit to customers and suppliers of the Borrower and the Restricted Subsidiaries in the ordinary course of business and Investments received in satisfaction or partial satisfaction thereof; (f) (ig) Investments received in connection with the settlement of any bona fide dispute with another Person or in satisfaction of judgments; (other than those relating to the incurrence of Indebtedness permitted h) Investments in assets not prohibited by Section 6.8(c)) 7.14 made by the Borrower or any of its Restricted Subsidiaries with the proceeds of any Reinvestment Deferred Amount; provided that any such Investments made with Net Cash Proceeds of any Recovery Event with respect to Hurricane Xxxxxxx and/or Hurricane Xxxx shall be made solely in assets located in the United States and owned by the Borrower or a Domestic Restricted Subsidiary; (i) Investments by the Borrower or any of its Restricted Subsidiaries in the Borrower or any Person that, prior to such investmentInvestment, is a Subsidiary Guarantor; (ii) Investments by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assets; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade termsRestricted Subsidiary; (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made Investments in the ordinary course of business Foreign Unrestricted Subsidiaries by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for or a Disposition of property permitted under Section 6.5 Restricted Subsidiary in an aggregate amount not to exceed 25the Maximum Foreign Subsidiary Investment Amount; (k) in addition to Investments otherwise expressly permitted by this Section, Investments by the Borrower or any of its Subsidiaries in an aggregate amount outstanding at any time (valued at cost) not exceed the sum of (i) $50,000,000 plus (ii) 50% of the total aggregate consideration received from all Dispositions Net Cash Proceeds of property permitted under Section 6.5 during the term hereofany Capital Stock (other than Capital Stock issued with compensatory stock options for employees and consultants); (l) Investments consisting Borrower or its Restricted Subsidiaries shall be permitted to transfer all or any portion of Hedging Obligationsthe Undeveloped Reno Property to an Unrestricted Subsidiary or a joint venture of the Borrower or its Restricted Subsidiary; provided that any equity interest received by the Borrower or its Restricted Subsidiary in exchange therefore or in connection therewith shall be pledged as Collateral; (m) Investments made in connection with Hedge Agreements entered into by Borrower or any of its Subsidiaries as required by Section 6.9 and to the Acquisitionextent not prohibited by Section 7.15; (n) Investments in an amount that does not exceed Unrestricted Subsidiary or a joint venture for the Available Amount immediately prior to the time purpose of development of the making Condo Component in an amount not to exceed $10,000,000 at any one time outstanding; (i) Investments by the Borrower or any of its Restricted Subsidiaries in any Person that concurrently with such InvestmentInvestment becomes a Restricted Subsidiary or that is merged into or consolidated with Borrower or a Restricted Subsidiary pursuant to Section 7.4(a), or (ii) the acquisition of any assets (including by merger, consolidation or otherwise) constituting an ongoing business by a Borrower or a Restricted Subsidiary; provided that no Default in the case of clause (i) and (ii), (x) the Borrower and the applicable Restricted Subsidiaries, if any, shall comply with Section 6.10 in connection therewith; (y) with respect to all such Investments or Event acquisitions (other than the St. Louis Riverboat Acquisition), notwithstanding the treatment provided pursuant to GAAP, the aggregate purchase price shall be treated as Capital Expenditures and subject to the restrictions and carveouts contained in Section 7.16; and (z) with respect to the St. Louis Riverboat Acquisition, a portion of Default has occurred the purchase price equal to the greater of (A) 50% of the aggregate purchase price and (B) the portion of the aggregate purchase price that is continuing required to be allocated to fixed or would result therefromcapital assets or additions to equipment and which is required to be capitalized under GAAP on a balance sheet of the applicable Person shall be treated as Capital Expenditures and subject to the restrictions and carveouts contained in Section 7.16; (p) Investments made by the Borrower in any Subsidiary received in exchange solely for common stock of the Borrower; (q) Investments made by the Borrower in the STAR and TIF Bonds, not to exceed $10,000,000 at any time outstanding; (r) Investments made pursuant to the Redevelopment Agreement, the Embassy Suites Hotel Agreements, and the St. Louis City Project Hotel Agreements; and (os) other Investments in the Borrower or its Restricted Subsidiaries shall be permitted to transfer all or any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) portion of the definition of “Permitted Acquisition” that are at the time outstanding, not Cabela’s Transaction Property to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) Unrestricted Subsidiary or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date joint venture of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)Borrower or any Restricted Subsidiary.

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”"INVESTMENTS"), except: (a) extensions of trade credit in the ordinary course of business; (b) investments in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections Section 6.2(b) and (e); (d) loans and advances to employees of Holdings, the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for Holdings, the Borrower and its Subsidiaries of the Borrower not to exceed $5,000,000 25,000 at any one time outstanding; (e) Permitted Acquisitions; (f) (i) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c)) by Holdings, the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to such investmentInvestment, is a Subsidiary Guarantor; and (iif) Investments by any Subsidiary that is not made pursuant to a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; Permitted Acquisition; (g) investments in certificates of deposit and (iii) Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor similar instruments of Sevier County Bank in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assets; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of 16.0 million, and used by Holdings, the Borrower or any of its SubsidiariesSubsidiaries for the sole purpose of enabling Holdings, including pursuant the Borrower or any of its Subsidiaries to any plan of reorganization purchase or post reclamation, surety, or similar arrangement upon bonds, and any extensions or renewals thereof, provided that the bankruptcy aggregate amount of all such certificates of deposit or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are similar instruments shall not Affiliatesexceed $16.0 million; or (ii) in satisfaction of judgments;and (h) loans investments in certificates of deposit and similar instruments with maturities of thirty-six months or less from the date of acquisition with any Lender or with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of "B" or better which are used, in each case, by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to Holdings, the Borrower or any Subsidiary if created or acquired in of its Subsidiaries for the ordinary course sole purpose of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expensesenabling Holdings, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of or any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not Subsidiaries to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default purchase or Event of Default has occurred post reclamation, surety, or similar bonds, and is continuing any extensions or would result therefrom; and (o) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)renewals thereof.

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”), except: (a) extensions of trade credit in the ordinary course of business; (b) investments in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(b) and (e); (d) loans and advances to employees of the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower and its Subsidiaries not to exceed $5,000,000 at any one time outstanding; (e) Permitted Acquisitions; (f) (i) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c)) by the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to such investment, is a Subsidiary Guarantor; (ii) Investments by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assets; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; and (o) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) the greater of (x) $200,000,000 and (y) 6% of Consolidated Total Assets plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o).

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”), except: (a) extensions of trade credit credit, including accounts receivable, in the ordinary course of business; (b) investments Investments in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(b) and 7.2(b), (e), (p) or (r); (d) loans and advances to employees of the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower and its Subsidiaries of the Borrower not to exceed $5,000,000 1,000,000 at any one time outstanding; (e) Permitted AcquisitionsInvestments in assets useful in the Borrower’s or the applicable Subsidiary’s business made by the Borrower or any of its Subsidiaries with the proceeds of any Reinvestment Deferred Amount; (f) (i) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c7.8(c)) by the Borrower or any of its Subsidiaries Loan Party in the Borrower or any Person that, prior to such investmentInvestment, is a Wholly Owned Subsidiary Guarantor; and (g) in addition to Investments otherwise expressly permitted by this Section, Investments by the Borrower or any of its Wholly Owned Subsidiaries constituting acquisitions of Persons or ongoing businesses engaged primarily in one or more lines of businesses permitted under Section 7.15 (“Permitted Acquisitions”); provided that: (i) immediately prior to and after giving affect to any such Permitted Acquisition, no Default or Event of Default shall have occurred and be continuing and the Borrower shall have certified same to the Administrative Agent in writing; (ii) Investments by any if such Permitted Acquisition is structured as a stock acquisition, then either (A) the Person so acquired becomes a Wholly Owned Subsidiary that of the Borrower or (B) such Person is not merged with and into either the Borrower or a Wholly Owned Subsidiary Guarantor to any other of the Borrower (with the Borrower or such Wholly Owned Subsidiary that is not a Subsidiary Guarantor; and being the surviving corporation in such merger); (iii) all of the provisions of Section 6.10 have been or will be complied with in all material respects in respect of such Permitted Acquisition; (iv) after giving pro forma effect to the proposed Permitted Acquisition in accordance with Section 7.1(c), the Borrower shall be in compliance with the financial covenants set forth in Section 7.1; and (v) consideration shall be limited to a maximum amount of $100,000,000 per acquisition and $300,000,000 for all Permitted Acquisitions during the term of this Agreement; provided, however, that in each case, such calculation shall exclude any portion of consideration funded with the proceeds of the issuance of Capital Stock of the Parent or any of its Subsidiaries (subject to Section 8(m)) (to the extent such proceeds have not been used for other purposes hereunder) or consisting of the issuance of such Capital Stock to the seller. (h) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers; (i) the Parent may acquire and hold Investments consisting of loans to employees, officers and directors of the Loan Parties; (j) the Borrower and its Subsidiaries may receive and own securities or other Investments acquired pursuant to Dispositions, mergers, consolidations, amalgamations, liquidations, wind-ups or dissolutions permitted pursuant to Sections 7.4 or 7.5; (k) Investments consisting of endorsements for collection or deposit in the ordinary course of business; (l) Investments in deposit accounts opened in the ordinary course of business; (m) Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assets; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) Subsidiaries in satisfaction of judgments; (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 joint ventures in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition$5,000,000 in any fiscal year; (n) Investments in an amount that does not exceed made using the Available Amount immediately prior Capital Stock of the Parent or any Subsidiary of the Parent (subject to Section 8(m)) or the proceeds received by the Parent or any its Subsidiaries from the issuance of capital stock of the Parent or such Subsidiary (subject to Section 8(m)) to the time of extent such proceeds have not been used for other purposes hereunder, provided that, after giving pro forma effect to the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefromproposed Investment in accordance with Section 7.1(c), the Borrower shall be in compliance with the financial covenants set forth in Section 7.1; and (o) other Investments in any Person having an aggregate Fair Market Value (measured amount not to exceed $10,000,000 in any fiscal year. The outstanding amount of any Investment on the any date each such Investment was made and without of determination shall be calculated after giving effect to subsequent changes in value)all cash returns of principal or capital thereon, when taken together with all cash dividends or other cash returns on the Investments thereon, received by the Loan Party or Subsidiary which made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes applied in a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to manner not prohibited by this clause (o)Agreement.

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “"Investments”"), except: (a) extensions of trade credit in the ordinary course of business; (b) investments in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(bSection 7.2(d) and (ef); (d) loans and advances to employees of the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower and its Subsidiaries of the Borrower not to exceed $5,000,000 15,000,000 at any one time outstanding; (e) Permitted the Acquisitions; (f) Investments in assets useful in the Borrower's business made by the Borrower or any of its Subsidiaries with the proceeds of any Reinvestment Deferred Amount; (g) the Borrower's 50% limited partnership interest in Tesoro Building Project, Ltd., a Delaware limited partnership; (i) the purchase of stock issued by the Borrower from participants in the incentive stock plans of the Borrower made for the purpose of satisfying federal withholding tax obligations of such participants as provided for under the terms of such incentive stock plans or stock incentive grants thereunder or (ii) the purchase of existing options issued to such participants pursuant to such incentive stock plans in order to make stock available for issuance to current employees, provided that the aggregate amount of Investments (other than those relating permitted pursuant to the incurrence foregoing clause (ii) during the term of this Agreement shall in no event exceed $7,500,000; (i) purchases of all or substantially all of the Capital Stock of Persons engaged in lines of business similar to the line of business of the Borrower on the date of this Agreement, but in no event in contravention of Section 4.16; provided that the aggregate amount of Investments made pursuant to this Section 7.7(i), taken together with the aggregate amount of Indebtedness permitted assumed by the Borrower and its Subsidiaries pursuant to Section 6.8(c7.2(i), shall in no event exceed $150,000,000; (j) Investments by the Borrower or any of its Subsidiaries in (i) the Borrower or any Person that, prior to such investment, is a Subsidiary Guarantor; Guarantor or (ii) Investments by any Subsidiary that Person which is not a Subsidiary Guarantor in an aggregate amount not to exceed $7,500,000; (k) Investments, in an aggregate amount not exceeding $50,000,000, by the Borrower or any other Subsidiary that is not a Subsidiary Guarantor; of its Subsidiaries in the businesses of branded dealers and distributors in connection with retail gasoline station improvements; (iiil) Investments by the Borrower or any of its Subsidiaries consisting of the receipt by the Borrower or such Subsidiary Guarantor of Capital Stock or other securities, obligations or production payments in any Subsidiary that is not a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% settlement of Consolidated Total Assets; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred debts created in the ordinary course of business and owing to, or in satisfaction of judgments in favor of, the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon ; provided that the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 debts so settled and judgments so satisfied during the term hereof; (l) Investments consisting of Hedging Obligations;this Agreement shall not exceed $20,000,000; and (m) entering into a joint venture or partnership in connection with the Acquisition; sale to such joint venture or partnership of all or a portion of the Marine Services Assets; provided, that the fair market value of the investment by the Borrower and its Subsidiaries in such joint venture or partnership (nincluding the value of the Marine Services Assets transferred to such joint venture or partnership) Investments shall in an amount that does not no event exceed $150,000,000 and the Available Amount immediately prior terms of such joint venture or partnership shall be reasonably satisfactory to the time Administrative Agent in all material respects and the interests of the making Borrower and any of its Subsidiaries in such Investment; provided that no Default joint venture or Event of Default has occurred and is continuing or would result therefrom; and (o) other Investments in any Person having an aggregate Fair Market Value (measured on partnership shall be pledged to the date each such Investment was made and without giving effect to subsequent changes in value)Administrative Agent, when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) for the benefit of the definition of “Permitted Acquisition” that are at Lenders, in the time outstanding, not to exceed an amount equal to the sum of manner provided in clauses (i) $200,000,000 plus and (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (oSection 6.10(a).

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “"Investments”"), except: (a) extensions of trade credit in the ordinary course of business; (b) investments in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(bSection 9.2(b) and (e);. (d) loans and advances to employees of the Canadian Borrower, the U.S. Borrower or any of their Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Canadian Borrower, the U.S. Borrower and its any Subsidiaries not to exceed $5,000,000 U.S.$1,000,000 at any one time outstanding; (e) the Acquisition; (f) Permitted Acquisitions; (fg) Specified Business Combination; (i) Investments (other than those relating to in assets useful in the incurrence U.S Borrower's business or that of Indebtedness permitted by Section 6.8(c)) its Restricted Subsidiaries made by the U.S. Borrower or any of its Restricted Subsidiaries in with the proceeds of any Reinvestment Deferred Amount arising from Dispositions or Recovery Events with respect to assets of the U.S. Borrower or any Person thatsuch Restricted Subsidiary, prior to such investmentas the case may be, is a Subsidiary Guarantor; and (ii) Investments by any Subsidiary in assets useful in the Canadian Borrower's business or that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) Investments of its Restricted Subsidiaries made by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assets; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Canadian Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon Restricted Subsidiaries with the bankruptcy or insolvency proceeds of any trade creditor Reinvestment Deferred Amount arising from Dispositions or customer or (y) litigation, arbitration or other disputes Recovery Events with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 respect to employees assets of the Canadian Borrower or its Subsidiaries to finance such Restricted Subsidiary, as the sale of the Borrower’s Capital Stock by the Borrower to such employeescase may be; (i) receivables owing Investments by the Canadian Borrower in Cott U.K. in an aggregate amount in any fiscal year equal to (i) if the Consolidated Leverage Ratio on the last day of the immediately preceding fiscal year was greater than or equal to 2.00 to 1.00, U.S.$5,000,000 and (ii) if such Consolidated Leverage Ratio was less than 2.00 to 1.00, U.S.$10,000,000; provided, that (A) Investments may be made at any time in an amount equal to the aggregate amount of cash dividends, and principal repayments in respect of Indebtedness of Cott U.K. to the Canadian Borrower or any Subsidiary if created or acquired outstanding on the Closing Date, in each case received by the ordinary course Canadian Borrower from Cott U.K. from the Closing Date to the date of business and payable or dischargeable in accordance with customary trade terms; such Investment (j) any Investment in any Person but only to the extent such amount has not been previously invested pursuant to this clause (A)), and (B) no Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits may be made in the ordinary course of business by the Borrower of pursuant to this Section 9.8(i) at any of its Subsidiaries; (k) Investments obtained as consideration for time when a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or an Event of Default has occurred and is continuing or would result therefrom; andcontinuing; (oj) loans, advances and guarantees to or in favor of co-packers and other suppliers to assist them in meeting production requirements of the Borrowers or their Subsidiaries, such as, by way of example only and not by way of limitation, by making plant improvements or purchasing materials or equipment; (k) amounts used directly or indirectly to make capital contributions to the U.S. Borrower; (l) Investments in the form of Indebtedness permitted by Section 9.2. (m) in addition to Investments otherwise expressly permitted by this Section, Investments by the Borrowers or any Person having of their Subsidiaries in an aggregate Fair Market Value amount (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (ovalued at cost) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal U.S.$10,000,000 during the term of this Agreement. Notwithstanding the foregoing, the provision of this Section 9.8 are subject to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made limitations in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)Section 12.19.

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”), except: (a) extensions of trade credit in the ordinary course of business; (b) investments Investments in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(bSection 7.2(b) and (e); (d) loans and advances to employees of the Borrower or any Subsidiaries of the Borrower Borrower, in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount amount, for the Borrower and its Subsidiaries of the Borrower not to exceed $5,000,000 2,000,000 at any one time outstanding; provided that, with respect to any Subsidiary that is not a Loan Party, such amount shall not exceed $1,000,000 at any one time outstanding; (e) Permitted AcquisitionsInvestments in assets useful in the Borrower’s or another Subsidiary’s business made by the Borrower or any of its SubsidiariesSubsidiary with the proceeds of any Asset Sale or Recovery Event consistent with Section 2.12(b); (provided that (i) from after the Amendment No. 2 Effective Date but prior to the Q3 End Date, none of such proceeds resulting from an Asset Sale of assets of Loan Parties may be invested in Subsidiaries that are not Loan Parties, and (ii) after the Q3 End Date, the Borrower and its Subsidiaries that are Loan Parties may invest such proceeds in assets of a Subsidiary that is not a Loan Party, only in an aggregate outstanding amount not to exceed the applicable amounts set forth in Section 7.8(t)); (f) (i) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c7.8(c)) by the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to such investmentInvestment, is a Subsidiary Guarantor; (ii) Investments , or by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; ; (g) Investments consisting of prepaid expenses made in the ordinary course of business; (h) Investments consisting solely of appreciation in value of Investments permitted under this Section 7.8; (i) Acquisitions permitted by Sections 7.4(a) and (iiib) and Investments resulting from any transaction permitted by Section 7.5(d), (l), (n), (q) and (r); (j) Investments as a result of the receipt of non-cash consideration in the settlement of any litigation or claims; (k) Acquisitions by the Borrower of Holdings Common Stock in connection with the redemption of Borrower Membership Units by a member of the Borrower (other than Holdings) in accordance with Article 9 of the Borrower LLC Operating Agreement; (l) Acquisitions by the Borrower or any of its SubsidiariesSubsidiary (each a “Permitted Acquisition”); provided that (i) immediately prior to and after giving effect to such Permitted Acquisition, no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) each applicable Loan Party and any newly created or acquired Subsidiary Guarantor in any shall, or will within the times specified therein, to the extent applicable, have complied with the requirements of Section 6.10, (iii) such Acquisition is of a Person orthat will, immediately upon consummation of such Acquisition, be a Wholly Owned Subsidiary or a Bona Fide Joint Venture or is of an ongoing business that will be contributed to a Wholly Owned Subsidiary or a Bona Fide Joint Venture and that is not in a Subsidiary Guarantor line of business in an amount not which the Borrower and its Subsidiaries is permitted to exceed engage pursuant to Section 7.15, (iv) if such Permitted Acquisition is a Material consummated on or after the greater Amendment No. 2 Effective Date and on or prior to the Q3 End Date, the consideration therefore will consist solely of Capital Stock and, immediately after giving effect thereto on a pro forma basis, the Consolidated Net Senior Secured Leverage Ratio shall be less the Consolidated Net Senior Secured Leverage Ratio in effect immediately prior to giving effect to such Permitted Acquisition, (v) if such Permitted Acquisition is consummated after the Q3 End Date and is consummated in exchange for (x) cash consideration or Cash Equivalents, then immediately after giving effect thereto on a pro forma basis, the Consolidated Net Senior Secured Leverage Ratio shall be less than or equal to 6.505.50 to 1.00 and (v/or (y) Capital Stock, then immediately after giving effect thereto on a pro forma basis, the Consolidated Net Senior Secured Leverage Ratio shall be less than the Consolidated Net Senior Secured Leverage Ratio in effect immediately prior to giving effect to such Permitted Acquisition, and (vi) in connection with a Permitted Acquisition, the consideration for which exceeds, on the closing date of thesuch Permitted Acquisition, $50,000,000 10,000,0005,000,000, the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this Section 7.8(l) have been satisfied or 2.00% will be satisfied on or prior to the consummation of Consolidated Total Assetssuch Permitted Acquisition and disclosing any Indebtedness in excess of $5,000,0001,000,000 assumed in connection with such Permitted Acquisition as permitted by Section 7.2(m); (gm) any Investments received (i) in compromise consisting of endorsements for collection or resolution of (x) obligations of trade creditors or customers that were incurred deposit in the ordinary course of business business; (n) Investments consisting of indemnification obligations to the respective officers, directors and managers of the Borrower and any of its Subsidiaries to the extent required under the organizational documents of the Borrower or such Subsidiary, as applicable; (o) Investments resulting from the creation of new Subsidiaries of the Borrower as otherwise permitted hereunder (including with respect to Bona Fide Joint Ventures); provided that, to the extent applicable, the Borrower shall comply with Section 6.10 in connection therewith; (p) Investments consisting of payments required to be made pursuant to any Hedge Agreement; (q) Investments consisting of loans and advances to Holdings made in lieu of (but not in addition to) the Restricted Payments permitted to be made pursuant to Sections 7.6(c) through (f) and 7.6(i); (r) Investments consisting of advances to Georgia Theater CompanyII in connection with dispositions permitted under Section 7.5(h); (s) Investments arising from the Borrower or any of its Subsidiaries offering such concessionary trade terms, or from receiving such Investments, in connection with the bankruptcy or reorganization of their respective suppliers or customers or the settlement of disputes with such customers or suppliers arising in the ordinary course of business, as management deems reasonable; and (t) so long as no Default or Event of Default exists immediately before or after giving effect to such Investment, in addition to Investments otherwise expressly permitted by Sections 7.8(a) through (s), Investments by the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount (valued at cost) not to exceed 25% exceed, $100,000,000 at any time outstanding. (or, in the case of any Investments by a Loan Party (or with the total aggregate consideration received from all Dispositions proceeds of property permitted under Section 6.5 during Asset Sales of assets of a Loan Party) in a Subsidiary that is not a Loan Party or in a Person in which such Loan Party holds a minority position in the term hereof; Capital Stock thereof, $50,000,000 at any one time outstanding (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) which up to $25,000,000 may be used by Loan Parties to make Investments in an amount assets of Subsidiaries that does are not exceed the Available Amount immediately prior Loan Parties pursuant to the time of the making of such InvestmentSection 7.8(e))); provided that no Default or Event from and after the Amendment No. 2 Effective Date, the amount of Default has occurred Investments permitted to become (and is continuing or would result therefrom; and (othereafter remain) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made outstanding pursuant to this clause (ot) or clause shall be reduced to $50,000,000 (i)(ii) of or, in the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount case of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made by a Loan Party in any Person a Subsidiary that is not a Subsidiary Loan Party or in a Person in which such Loan Party holds a minority position in the Capital Stock thereof, together with Investments by Loan Parties (or with the proceeds of Asset Sales of assets of a Loan Party) in Subsidiaries that are not Loan Parties made pursuant to Section 7.8(e), $30,000,000 at any one time outstanding (of which, solely after the date Q3 End Date, up to $15,000,000 may be used to make any Investment by a Loan Party (or with the proceeds of Asset Sales of assets of a Loan Party) in assets of Subsidiaries that are not Loan Parties pursuant to Section 7.8(e))), until such time as (x) the making Q3 End Date shall have occurred and (y) the Consolidated Net Senior Secured Leverage Ratio has initially decreased below 4.50:1.00; provided further that, from and after the Amendment No. 2 Effective Date until the Q3 End Date, this clause (t) shall not be relied upon to consummate an Acquisition transaction otherwise referred to in clause (l) of such this Section 7.8 or to make any Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made by Loan Parties (using proceeds of Asset Sales by Loan Parties) in assets of Subsidiaries that are not Loan Parties pursuant to clause (fe) above and shall cease to have been made pursuant to of this clause (o).Section 7.8;

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase or otherwise acquire for value any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”), except: (a) extensions of trade credit by Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (b) investments Investments by Borrower or any of its Restricted Subsidiaries in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections Section 6.2(b) and (e); (d) loans and advances to employees of the Borrower or any of its Restricted Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, including for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower and its Subsidiaries not to exceed $5,000,000 2,000,000 at any one time outstanding; (e) Permitted AcquisitionsInvestments constituting Contingent Obligations permitted under Section 6.2; (f) acquisitions by Borrower or any of its Restricted Subsidiaries of Persons or ongoing businesses (including an operating theatre), whether pursuant to a capital contribution or purchase (each a “Permitted Acquisition”); provided that, (A) each such Permitted Acquisition is of a Person or ongoing business in a Line of Business in which the acquiror is permitted to engage pursuant to Section 6.15; (B) (i) any Person so acquired becomes a Restricted Subsidiary and a Guarantor under the Guaranty and Collateral Agreement and the other requirements of Section 5.9 and the Security Documents are satisfied within the applicable time periods set forth therein (other than Foreign Subsidiaries to the extent that (x) the fair market value of all such Foreign Subsidiaries acquired pursuant to a Permitted Acquisition (determined at the time of acquisition) is less than the Foreign Subsidiary Investment Basket, plus the amount available for Investments under Section 6.8(j), or (y) such Foreign Subsidiaries are acquired pursuant to a capital contribution for no consideration), and (ii) any assets so acquired are pledged under the Guaranty and Collateral Agreement and the other Security Documents, within the time periods set forth in, and to the extent required under, the Loan Documents (provided that, any Foreign Assets shall only be permitted to be acquired pursuant to this Section 6.8(f) to the extent that (x) the fair market value of such assets (determined at the time of acquisition) is less than the Foreign Subsidiary Investment Basket plus the amount available for Investments under Section 6.8(j), or (y) such Foreign Assets are acquired pursuant to a capital contribution for no consideration); and (C) after giving effect to each such Permitted Acquisition, Borrower and its Restricted Subsidiaries shall be in pro forma compliance with the covenants and agreements set forth in this Agreement provided that, for purposes of determining compliance with this clause (C), each financial covenant in Section 6.1 shall be deemed to be 25 basis points more restrictive to Borrower and its Restricted Subsidiaries than the ratios set forth in such Section 6.1. Foreign Subsidiaries or Foreign Assets, directly or indirectly acquired in connection with a Permitted Acquisition (except pursuant to a capital contribution), will first, reduce the Foreign Subsidiary Investment Basket and second, to the extent that the Foreign Subsidiary Investment Basket is reduced to zero, reduce the amount available for Investments under Section 6.8(j) and the amount available for Restricted Payments under Section 6.6(e) (in each case, according to the fair market value of such Foreign Subsidiaries or Foreign Assets at the time of such Permitted Acquisition). The fair market value of any Foreign Subsidiaries or Foreign Assets acquired in a Permitted Acquisition shall (i) if such fair market value is less than $25,000,000, be as determined by the board of directors of Borrower, and (ii) if such fair market value is $25,000,000 or more, be determined according to an opinion or valuation with respect to the fair market value of such Foreign Subsidiaries from an independent investment banking, appraisal or valuation firm, in each case of national reputation in the United States, which opinion shall have been obtained and delivered to Administrative Agent within 30 days of the consummation of such Permitted Acquisition. In connection with any Permitted Acquisition, Borrower may, with the prior written consent of Administrative Agent (such consent not to be unreasonably withheld) and, without the consent of any other Lender, (i) supplement the Schedules to this Agreement and the Guaranty and Collateral Agreement to reflect the assets and liabilities acquired pursuant to such Permitted Acquisition, and (ii) specify additional qualifications to the representations and warranties contained in this Agreement and the Guaranty and Collateral Agreement that cannot be implemented through such update of schedules; it being understood that such supplement and additional qualifications shall apply each time that the representations and warranties in this Agreement or the other Loan Documents are made or deemed made by a Loan Party on or after the date of the Permitted Acquisition; (g) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c)) by the Borrower or any of its respective Restricted Subsidiaries in the Borrower or any Person that, prior to such investmentInvestment, is a Guarantor and Investments by any Restricted Subsidiary Guarantor; in Borrower; (iih) Investments (other than with respect to Foreign Subsidiaries or Foreign Assets) held by Persons acquired pursuant to a Permitted Acquisition, to the extent that the fair market value thereof (if such fair market value exceeds $25,000,000, then such fair market value to be determined as provided with respect to Foreign Subsidiaries in Section 6.8(f)) at the time of such Permitted Acquisition is less than 5% of the consideration paid (including assumed liabilities) by Borrower and its Restricted Subsidiaries in connection with such Permitted Acquisition; (i) Investments by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor of its Restricted Subsidiaries in an amount not to exceed an amount necessary to (i) purchase all outstanding UA Pass-Through Certificates or repay the greater full outstanding principal amount, accrued interest and any penalty or $50,000,000 premium on the UA Pass-Through Certificates, and (ii) purchase the equity interest in the trust that is the issuer of such UA Pass-Through Certificates; provided that, (A) each UA Subsidiary simultaneously becomes (x) a Restricted Subsidiary of Borrower or 2.00% of Consolidated Total Assetsany of its Restricted Subsidiaries, and (y) a Guarantor and (B) the other applicable requirements of Section 5.9 are satisfied within the applicable time periods set forth therein; (gj) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of the by Borrower or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigationin each case, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent that Borrower could make a Restricted Payment of the same amount pursuant to Section 6.6(e) (it being understood that any such Investment consists of prepaid expensesshall, negotiable instruments held without duplication, reduce dollar-for-dollar the amount available for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower of any of its SubsidiariesRestricted Payments under Section 6.6(e)); (k) Investments obtained as consideration for a Disposition the creation of property permitted under Section 6.5 in an aggregate amount not new Subsidiaries with nominal capitalization, subject to exceed 25% all of the total aggregate consideration received from all Dispositions other provisions of property permitted under Section 6.5 during the term hereofthis Agreement; (l) Investments consisting made as a result of Hedging Obligationsthe receipt of non-Cash consideration from any Disposition made in accordance with Section 6.5; provided that, in no event shall such non-Cash consideration constitute more than 25% of the total consideration received in connection with such Disposition; (m) Investments by Borrower or its Restricted Subsidiaries in Foreign Subsidiaries in an aggregate amount outstanding (measured at the Acquisitiontime each such Investment is made based on the amount of each such Investment and without giving effect to changes in the value thereof) not to exceed the Foreign Subsidiary Investment Basket then in effect; (n) Investments by a Foreign Subsidiary in an amount another Foreign Subsidiary; (o) Investments during the period that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or Event of Default has occurred and UA Pass-Through Certificates Restriction is continuing or would result therefromin effect by a UA Subsidiary in another UA Subsidiary; and (op) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) as a result of the definition receipt of “Permitted Acquisition” that are at non-cash consideration in the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount settlement of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) litigation or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)claims.

Limitation on Investments. Make after the Closing Date or commit to make any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase of any Capital Stockstock, bonds, notesnote, debentures debenture or other debt securities security of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”such transactions being herein called "investments"), except: (a) extensions of trade credit in the ordinary course of business; (b) investments in Cash Equivalents; (cb) Investments arising extensions of credit in connection with the incurrence sale of land which do not exceed in the aggregate at any one time outstanding an amount equal to two and lending one-half percent (2.5%) of Indebtedness permitted by Sections 6.2(b) Adjusted Consolidated Tangible Net Worth, and (e)which have a maximum maturity of five years; (dc) loans and advances to officers and employees of the Borrower or any Subsidiaries of the Borrower Borrower's Subsidiaries, to other Persons in the ordinary course of business (includingor as permitted by the respective Code of Regulations of M/I and M/I Homes, without limitation, for travel, entertainment and relocation expenses) which do not exceed in an the aggregate amount for the Borrower and its Subsidiaries not to exceed $5,000,000 2,000,000 at any one time outstanding; (d) any investments in M/I Financial Corp.; M/I Homes; M/I Homes Construction, Inc.; Northeast Office Venture; 601RS, LLC; MHO, LLC; M/I Service Corp.; or any other Subsidiary created with the consent of the Required Banks hereafter; (e) Permitted Acquisitionsany Investments in Joint Ventures, the aggregate cost of which, as determined in accordance with GAAP (excluding, however, Borrower's or Borrower's Subsidiaries' equity in the undistributed earnings or losses in each such joint venture, whether such joint venture is a general or limited partnership, a limited liability company, a corporation or any other form of business association), does not at any one time outstanding exceed fifteen percent (15%) of Adjusted Consolidated Tangible Net Worth; provided, however, that with respect to each such joint venture, whether such joint venture is a general partnership, a limited partnership, a limited liability company, a corporation or any other form of business association, Borrower shall have at least a 33 1/3% ownership interest in such joint venture and all decisions with respect to the management and control of each such joint venture's business (other than decisions with respect to development of undeveloped land owned by such joint venture) shall require the consent and approval of Borrower; and provided further, however, that no such investment may be made if it causes or results (singly or with other actions or events) in (i) any violation of subsection 7.3 hereof or any other covenant or condition hereof, or (ii) any other Default or Event of Default; (f) (i) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c)) by the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to such investment, is a Subsidiary Guarantor; (ii) Investments by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iii) Investments by the Borrower or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assets; (g) any Investments received (i) in compromise or resolution of (x) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with Persons who are not Affiliates; or (ii) in satisfaction of judgments; (h) first mortgage loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (j) any Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of M/I Financial Corp.'s business by to natural persons for the Borrower purchase of any of its Subsidiariesresidential real property; (kg) Investments obtained as consideration second mortgage loans made in the ordinary course of M/I Financial Corp.'s business to natural persons for the purchase of residential real property, provided that such second mortgage loans (i) shall be made only in connection with a Disposition of property permitted under Section 6.5 specific financing program to natural persons who have a first mortgage loan from M/I Financial Corp. with respect to the same real property, and (ii) shall not in an the aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof$4,000,000 at any one time outstanding; (lh) Investments consisting first mortgage loans made in the ordinary course of Hedging ObligationsM/I Financial Corp.'s business to natural persons for the purpose of refinancing an existing first mortgage loan, provided that the amount of such refinancing mortgage loans shall not exceed $5,000,000 in the aggregate at any one time outstanding; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; and (o) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable investments by M/I Financial Corp. in the stock of Fannxx Xxx xx the extent required for M/I Financial Corp. to Excluded Issuances after the Closing Date less sell mortgages to Fannxx Xxx, but the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made investments in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and Fannxx Xxx xxxck shall cease to have been made pursuant to this clause (o).in no event exceed $100,000;

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty directly or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment inindirectly, any other Person (all of the foregoing, “Investments”), except: (a) extensions of trade credit in the ordinary course of business; (b) investments in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(b) and (e); (d) loans and advances to employees of the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower and its Subsidiaries not to exceed $5,000,000 at any one time outstanding; (e) Permitted Acquisitions; (f) (i) Investments in any Borrowing Base Loan Party; (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c)) by the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to such investment, is a Subsidiary Guarantor; (ii) Investments by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iiii) Investments by the Borrower or any Subsidiary Guarantor thereof (other than a Borrowing Base Loan Party) in any Loan Party (other than the Ultimate Parent); (ii) Investments by any Borrowing Base Loan Party in the ordinary course of business and consistent with past practice (which shall not include any investments in other Group Members); provided that so long as before and after giving effect to such Investment, no Event of Default shall have occurred and be continuing; and (iii) Investments by any Non-Guarantor Subsidiary in the Borrower or any Subsidiary thereof (other than (i) Investments in any Specified Excluded Subsidiary and (ii) Investments by the Broker-Dealer and Wealth Management Subsidiaries in a Non-Guarantor Subsidiary); (b) Investments by Ultimate Parent (x) in the Borrower, (y) in any Person to the extent such Investment is a Guarantee Obligation of Indebtedness or other liabilities or commitments of such Person, and (z) in any Person to the extent such Investment is contributed by Ultimate Parent to any Group Member substantially concurrently with the making of such Investment (provided that (A) such contribution by Ultimate Parent and (B) such Investment, following its contribution to such Group Member, are, in each case, permitted under Section 6.06 without reference to this clause (z)) in each case, in the ordinary course of business and consistent with past practice; (c) Investments existing on the Closing Date and set forth on Schedule 6.06 and any modification, replacement, renewal or extension thereof (but without increasing the size of such Investment); (d) Investments by the Borrower, X. Xxxxx Retail Solutions, LLC or any of the Subsidiaries of X. Xxxxx Retail Solutions, LLC to fund guaranteed liquidation transactions in the ordinary course of business and consistent with past practice; (e) other Investments (other than by a Borrowing Base Loan Party) in an aggregate outstanding amount not exceed the lesser of (x) $100,000,000 and (y) the available capacity under clause (d) of the definition of “Permitted Acquisition”, so long as before and after giving effect to such Investment, no Default or Event of Default has occurred and is continuing; (f) Investments by the Borrower or any Subsidiary of the Borrower that is not a parent entity of the Broker-Dealer and Wealth Management Subsidiaries in the Broker-Dealer and Wealth Management Subsidiaries and, in each case, any successor thereto, made in the ordinary course of business, including to the extent necessary for such Broker-Dealer and Wealth Management Subsidiary Guarantor to be in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assetscompliance with its net capital requirements under any applicable law; (g) Investments by any Broker-Dealer and Wealth Management Subsidiary, including (i) securities purchased under agreements to resell (to the extent such transactions constitute Investments) and (ii) Investments by the Broker-Dealer and Wealth Management Subsidiaries in margin loans to customers, in each case in the ordinary course of a broker-dealer business; 4894-9978-4110 v.2 (h) Investments in connection with or consisting of an equity line of credit commitment in the ordinary course of business and consistent with past practice by X. Xxxxx Principal Investments, LLC and its Subsidiaries that are Loan Parties; (i) Investments in connection with registered exchange offers by X. Xxxxx Principal Investments, LLC and its Subsidiaries that are Loan Parties; (j) Permitted Acquisitions by the Borrower or any Subsidiary thereof (other than a Borrowing Base Loan Party); (k) Investments received (i) in connection with the bankruptcy, work-out, reorganization or recapitalization of any Person, (ii) in settlement or compromise of delinquent obligations of, or resolution of (x) obligations of trade creditors other disputes with or customers that were incurred judgments against, customers, trade-creditors, suppliers, licensees and other account debtors arising in the ordinary course of business of the Borrower or any of its Subsidiariesbusiness, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any customer, trade creditor creditor, supplier, licensee or customer other account debtor, (iii) in satisfaction of judgments against other Persons, (iv) as a result of foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment and/or (yv) in settlement, compromise or resolution of litigation, arbitration or other disputes disputes; (l) to the extent constituting an Investment, Indebtedness of any Group Member (other than a Borrowing Base Loan Party) to any other Group Member in connection with Persons who tax payments and settlements incurred in the ordinary course and consistent with past practices pursuant to a customary arms-length sharing agreement, so long as such Indebtedness is subordinated to the Loans pursuant to the Subordinated Intercompany Note; and (m) Investments (i) by X. Xxxxx Principal Investments, LLC and its Subsidiaries that are not Affiliates; or Loan Parties and (ii) X. Xxxxx Venture Capital, LLC, in satisfaction of judgments; (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired each case, in the ordinary course of business and payable other than acquisitions or dischargeable similar investments in accordance with customary trade terms; (j) any Investment in any Person to which X. Xxxxx Principal Investments, LLC or its Subsidiaries would acquire a majority of the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower voting or economic interests of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; and (o) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)Person.

Limitation on Investments. Make after the Closing Date any advance, loan, extension of credit (by way of guaranty directly or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment inindirectly, any other Person (all of the foregoing, “Investments”), except: (a) extensions of trade credit in the ordinary course of business; (b) investments in Cash Equivalents; (c) Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(b) and (e); (d) loans and advances to employees of the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower and its Subsidiaries not to exceed $5,000,000 at any one time outstanding; (e) Permitted Acquisitions; (f) (i) Investments in any Borrowing Base Loan Party; (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c)) by the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to such investment, is a Subsidiary Guarantor; (ii) Investments by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; and (iiii) Investments by the Borrower or any Subsidiary Guarantor thereof (other than a Borrowing Base Loan Party) in any Loan Party (other than the Ultimate Parent); (ii) Investments by any Borrowing Base Loan Party in the ordinary course of business and consistent with past practice (which shall not include any investments in other Group Members); provided that so long as before and after giving effect to such Investment, no Event of Default shall have occurred and be continuing; and (iii) Investments by any Non-Guarantor Subsidiary in the Borrower or any Subsidiary thereof (other than (i) Investments in any Specified Excluded Subsidiary and (ii) Investments by the Broker-Dealer and Wealth Management Subsidiaries in a Non-Guarantor Subsidiary); (b) Investments by Ultimate Parent (x) in the Borrower, (y) in any Person to the extent such Investment is a Guarantee Obligation of Indebtedness or other liabilities or commitments of such Person, and (z) in any Person to the extent such Investment is contributed by Ultimate Parent to any Group Member substantially concurrently with the making of such Investment (provided that (A) such contribution by Ultimate Parent and (B) such Investment, following its contribution to such Group Member, are, in each case, permitted under Section 6.06 without reference to this clause (z)) in each case, in the ordinary course of business and consistent with past practice; (c) Investments existing on the Closing Date and set forth on Schedule 6.06 and any modification, replacement, renewal or extension thereof (but without increasing the size of such Investment); (d) Investments by the Borrower, X. Xxxxx Retail Solutions, LLC or any of the Subsidiaries of X. Xxxxx Retail Solutions, LLC to fund guaranteed liquidation transactions in the ordinary course of business and consistent with past practice; (e) other Investments (other than by a Borrowing Base Loan Party) in an aggregate outstanding amount not exceed the lesser of (x) $100,000,000 and (y) the available capacity under clause (d) of the definition of “Permitted Acquisition”, so long as before and after giving effect to such Investment, no Default or Event of Default has occurred and is continuing; (f) Investments by the Borrower or any Subsidiary of the Borrower that is not a parent entity of the Broker-Dealer and Wealth Management Subsidiaries in the Broker-Dealer and Wealth Management Subsidiaries and, in each case, any successor thereto, made in the ordinary course of business, including to the extent necessary for such Broker-Dealer and Wealth Management Subsidiary Guarantor to be in an amount not to exceed the greater or $50,000,000 or 2.00% of Consolidated Total Assetscompliance with its net capital requirements under any applicable law; (g) Investments by any Broker-Dealer and Wealth Management Subsidiary, including (i) securities purchased under agreements to resell (to the extent such transactions constitute Investments) and (ii) Investments by the Broker-Dealer and Wealth Management Subsidiaries in margin loans to customers, in each case in the ordinary course of a broker-dealer business; (h) Investments in connection with or consisting of an equity line of credit commitment in the ordinary course of business and consistent with past practice by X. Xxxxx Principal Investments, LLC and its Subsidiaries that are Loan Parties; (i) Investments in connection with registered exchange offers by X. Xxxxx Principal Investments, LLC and its Subsidiaries that are Loan Parties; (j) Permitted Acquisitions by the Borrower or any Subsidiary thereof (other than a Borrowing Base Loan Party); (k) Investments received (i) in connection with the bankruptcy, work-out, reorganization or recapitalization of any Person, (ii) in settlement or compromise of delinquent obligations of, or resolution of (x) obligations of trade creditors other disputes with or customers that were incurred judgments against, customers, trade-creditors, suppliers, licensees and other account debtors arising in the ordinary course of business of the Borrower or any of its Subsidiariesbusiness, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any customer, trade creditor creditor, supplier, licensee or customer other account debtor, (iii) in satisfaction of judgments against other Persons, (iv) as a result of foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment and/or (yv) in settlement, compromise or resolution of litigation, arbitration or other disputes disputes; (l) to the extent constituting an Investment, Indebtedness of any Group Member (other than a Borrowing Base Loan Party) to any other Group Member in connection with Persons who tax payments and settlements incurred in the ordinary course and consistent with past practices pursuant to a customary arms-length sharing agreement, so long as such Indebtedness is subordinated to the Loans pursuant to the Subordinated Intercompany Note; and (m) Investments (i) by X. Xxxxx Principal Investments, LLC and its Subsidiaries that are not Affiliates; or Loan Parties and (ii) X. Xxxxx Venture Capital, LLC, in satisfaction of judgments; (h) loans by the Borrower in an aggregate principal amount not exceeding $5,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees; (i) receivables owing to the Borrower or any Subsidiary if created or acquired each case, in the ordinary course of business and payable other than acquisitions or dischargeable similar investments in accordance with customary trade terms; (j) any Investment in any Person to which X. Xxxxx Principal Investments, LLC or its Subsidiaries would acquire a majority of the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower voting or economic interests of any of its Subsidiaries; (k) Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof; (l) Investments consisting of Hedging Obligations; (m) the Acquisition; (n) Investments in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; and (o) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (o) or clause (i)(ii) of the definition of “Permitted Acquisition” that are at the time outstanding, not to exceed an amount equal to the sum of (i) $200,000,000 plus (ii) any amount attributable to Excluded Issuances after the Closing Date less the amount of any such Excluded Issuances that have been used after the Closing Date to make any Investments pursuant to this clause (o) or to finance any Permitted Acquisition; provided that, if an Investment made pursuant to this clause (o) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (o)Person.