Common use of Limitations on Investments Clause in Contracts

Limitations on Investments. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) except: (a) (i) equity Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 11.3, (iii) equity Investments made after the Closing Date in Subsidiary Guarantors, (iv) Investments made after the Closing Date by the Borrower or the General Partner in any Subsidiary Guarantor, and (v) Investments by a Subsidiary Guarantor in the Borrower, the General Partner or any other Subsidiary Guarantor; (b) Investments in cash and Cash Equivalents; (c) [Intentionally Omitted]; (d) deposits made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 11.2; (e) Hedge Agreements permitted pursuant to Section 11.1; (f) purchases of assets in the ordinary course of business; (g) Investments in the form of Permitted Acquisitions; (h) Investments (x) in the form of loans and advances to employees in the ordinary course of business, which, in the aggregate, do not exceed at any time $1,000,000, (y) arising out of extensions of trade credit or advances to third parties in the ordinary course of business and (z) acquired by reason of the exercise of customary creditors’ rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtor; (i) Investments in the form of Indebtedness permitted pursuant to Section 11.1(h); (j) Investments in any Non-Guarantor Subsidiary in an aggregate amount not to exceed at any time $15,000,000; (k) Guaranty Obligations (x) permitted pursuant to Section 11.1 or (y) constituting an obligation, warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made in the ordinary course of business; (l) Investments in joint ventures; provided, that the aggregate amount of all such Investments shall not at any time exceed the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000; and (m) other additional Investments not otherwise permitted pursuant to this Section not exceeding the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000 in the aggregate. For purposes of determining the amount of any Investment outstanding for purposes of this Section 11.3, such amount shall be deemed to be the amount of such Investment determined in accordance with GAAP.

Limitations on Investments. Purchase, own, invest in Make or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Personpermit to exist, or permit any Restricted Subsidiary to make or permit to exist, directly or indirectlyany Investment, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) exceptother than Investments which are: (a) (i) equity Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 11.3, (iii) equity Investments made after the Closing Date in Subsidiary Guarantors, (iv) Investments made after the Closing Date by the Borrower or the General Partner in any Subsidiary Guarantor, and (v) Investments by a Subsidiary Guarantor in the Borrower, the General Partner or any other Subsidiary Guarantor; (b) Investments in cash and Cash Equivalents; (cb) [Intentionally Omitted]; (d) deposits made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 11.2; (e) Hedge Agreements permitted pursuant to Section 11.1; (f) purchases of current assets generated in the ordinary course of business; (gc) Investments in the form of Permitted Acquisitions; (h) Investments (x) in the form of loans and advances to employees in the ordinary course of businessaccounts receivable created, which, in the aggregate, do not exceed at any time $1,000,000, (y) arising out of extensions of trade credit acquired or advances to third parties made in the ordinary course of business and (z) acquired by reason of the exercise of payable or dischargeable in accordance with customary creditors’ rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtortrade terms; (id) Investments consisting of capital stock, obligations, securities or other property received in settlement of accounts receivable (created in the form ordinary course of Indebtedness permitted pursuant to Section 11.1(h)business) from bankrupt obligors; (je) Investments in any Non-Guarantor Subsidiary in an aggregate amount not advances to exceed at any time $15,000,000; (k) Guaranty Obligations (x) permitted pursuant to Section 11.1 or (y) constituting an obligationemployees for moving and travel expenses, warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made drawing accounts and similar expenditures in the ordinary course of business; (f) advances or loans to directors, officers and employees that do not exceed $25,000,000 in the aggregate at any one time outstanding; (g) advances or loans to customers and suppliers in the ordinary course of business in an aggregate amount consistent with the past practice of the Person making such advance or loan; (h) loans to shareholders intended to constitute dividends on, or payment on account of, any capital stock; (i) Investments or Support Obligations by the Parent and its Restricted Subsidiaries existing on the Effective Date; (j) Investments by the Parent or its Restricted Subsidiaries in any Borrower or any other Subsidiary (provided that such Investment would not otherwise constitute a breach of Section 8.08); (k) Support Obligations of the Parent or its Restricted Subsidiaries for the benefit of any Borrower or any other Subsidiary; (l) acquisitions permitted by Section 8.08 and Investments consisting of capital stock, obligations, securities or other property received in connection with any merger or sale permitted by Section 8.03; (m) Investments in joint venturesconnection with the management of Pension Plans and other benefit plans of the Parent and its Subsidiaries (including without limitation The Pittston Company Employee Welfare Benefit Trust); (n) Hedging Agreements permitted by Section 8.06; (o) advances or loans to any Person with respect to the deferred purchase price of property, services or other assets in dispositions permitted by Section 8.03; provided, that and (p) Investments of a nature not contemplated in the aggregate foregoing subsections in an amount of all such Investments shall not at any time to exceed the greater of (i) 515% of Consolidated Net Tangible Assets or (ii) $20,000,000; and (m) other additional Investments not otherwise permitted pursuant to this Section not exceeding the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000 in the aggregate. For purposes of determining the amount of any Investment outstanding for purposes of this Section 11.3, such amount shall be deemed to be the amount of such Investment determined in accordance with GAAPWorth.

Limitations on Investments. Purchase, own, invest in Make or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Personpermit to exist, or permit any Restricted Subsidiary to make or permit to exist, directly or indirectlyany Investment, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) exceptother than Investments which are: (a) (i) equity Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 11.3, (iii) equity Investments made after the Closing Date in Subsidiary Guarantors, (iv) Investments made after the Closing Date by the Borrower or the General Partner in any Subsidiary Guarantor, and (v) Investments by a Subsidiary Guarantor in the Borrower, the General Partner or any other Subsidiary Guarantor; (b) Investments in cash and Cash Equivalents; (cb) [Intentionally Omitted]; (d) deposits made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 11.2; (e) Hedge Agreements permitted pursuant to Section 11.1; (f) purchases of current assets generated in the ordinary course of business; (gc) Investments in the form of Permitted Acquisitions; (h) Investments (x) in the form of loans and advances to employees in the ordinary course of businessaccounts receivable created, which, in the aggregate, do not exceed at any time $1,000,000, (y) arising out of extensions of trade credit acquired or advances to third parties made in the ordinary course of business and (z) acquired by reason of the exercise of payable or dischargeable in accordance with customary creditors’ rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtortrade terms; (id) Investments consisting of capital stock, obligations, securities or other property received in settlement of accounts receivable (created in the form ordinary course of Indebtedness permitted pursuant to Section 11.1(h)business) from bankrupt obligors; (je) Investments in any Non-Guarantor Subsidiary in an aggregate amount not advances to exceed at any time $15,000,000; (k) Guaranty Obligations (x) permitted pursuant to Section 11.1 or (y) constituting an obligationemployees for moving and travel expenses, warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made drawing accounts and similar expenditures in the ordinary course of business; (f) advances or loans to directors, officers and employees that do not exceed $25,000,000 in the aggregate at any one time outstanding; (g) advances or loans to customers and suppliers in the ordinary course of business in an aggregate amount consistent with the past practice of the Person making such advance or loan; (h) loans to shareholders intended to constitute dividends on, or payment on account of, any capital stock; (i) Investments or Support Obligations by the Parent Borrower and its Restricted Subsidiaries existing on the Closing Date; (j) Investments by the Parent Borrower or its Restricted Subsidiaries in any Credit Party or any other Subsidiary (provided that such Investment would not otherwise constitute a breach of Section 9.8); (k) Support Obligations of the Parent Borrower or its Restricted Subsidiaries for the benefit of any Credit Party or any other Subsidiary; (l) acquisitions permitted by Section 9.8 and Investments consisting of capital stock, obligations, securities or other property received in connection with any merger or sale permitted by Section 9.3; (m) Investments in joint venturesconnection with the management of Pension Plans and other benefit plans of the Parent Borrower and its Subsidiaries (including without limitation The Pittston Company Employee Welfare Benefit Trust); (n) Hedging Agreements permitted by Section 9.6; (o) advances or loans to any Person with respect to the deferred purchase price of property, services or other assets in dispositions permitted by Section 9.3; provided, that and (p) Investments of a nature not contemplated in the foregoing subsections (a) through (o) in an aggregate amount of all such Investments shall not at any time to exceed the greater of (i) 510% of Consolidated Net Tangible Assets or (ii) $20,000,000; and (m) other additional Investments not otherwise permitted pursuant to this Section not exceeding Worth as of the greater end of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000 in the aggregate. For purposes of determining the amount of any Investment outstanding Fiscal Year most recently ended for purposes of this Section 11.3, such amount shall be deemed to be the amount of such Investment determined in accordance with GAAPwhich audited financial statements are available.

Limitations on Investments. Purchase, own, invest in Make or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Personpermit to exist, or permit any Restricted Subsidiary to make or permit to exist, directly or indirectlyany Investment, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) exceptother than Investments which are: (a) (i) equity Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 11.3, (iii) equity Investments made after the Closing Date in Subsidiary Guarantors, (iv) Investments made after the Closing Date by the Borrower or the General Partner in any Subsidiary Guarantor, and (v) Investments by a Subsidiary Guarantor in the Borrower, the General Partner or any other Subsidiary Guarantor; (b) Investments in cash and Cash Equivalents; (cb) [Intentionally Omitted]; (d) deposits made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 11.2; (e) Hedge Agreements permitted pursuant to Section 11.1; (f) purchases of current assets generated in the ordinary course of business; (gc) Investments in the form of Permitted Acquisitions; (h) Investments (x) in the form of loans and advances to employees in the ordinary course of businessaccounts receivable created, which, in the aggregate, do not exceed at any time $1,000,000, (y) arising out of extensions of trade credit acquired or advances to third parties made in the ordinary course of business and (z) acquired by reason of the exercise of payable or dischargeable in accordance with customary creditors’ rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtortrade terms; (id) Investments consisting of capital stock, obligations, securities or other property received in settlement of accounts receivable (created in the form ordinary course of Indebtedness permitted pursuant to Section 11.1(h)business) from bankrupt obligors; (je) Investments in any Non-Guarantor Subsidiary in an aggregate amount not advances to exceed at any time $15,000,000; (k) Guaranty Obligations (x) permitted pursuant to Section 11.1 or (y) constituting an obligationemployees for moving and travel expenses, warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made drawing accounts and similar expenditures in the ordinary course of business; (f) advances or loans to directors, officers and employees that do not exceed $25,000,000 in the aggregate at any one time outstanding; (g) advances or loans to customers and suppliers in the ordinary course of business in an aggregate amount consistent with the past practice of the Person making such advance or loan; (h) loans to shareholders intended to constitute dividends on, or payment on account of, any capital stock; (i) Investments or Support Obligations by the Borrower and its Restricted Subsidiaries existing on the Effective Date; (j) Investments by the Borrower or its Restricted Subsidiaries in the Borrower or any other Subsidiary (provided that such Investment would not otherwise constitute a breach of Section 8.08); (k) Support Obligations of the Borrower or its Restricted Subsidiaries for the benefit of the Borrower or any other Subsidiary; (l) acquisitions permitted by Section 8.08 and Investments consisting of capital stock, obligations, securities or other property received in connection with any merger, sale or other combination permitted by Section 8.03; (m) Investments in joint venturesconnection with the management of Pension Plans and other benefit plans of the Borrower and its Subsidiaries (including without limitation The Pittston Company Employee Welfare Benefit Trust); (n) Hedging Agreements permitted by Section 8.06; (o) advances or loans to any Person with respect to the deferred purchase price of property, services or other assets in dispositions permitted by Section 8.03; provided, that and (p) Investments of a nature not contemplated in the aggregate foregoing subsections in an amount of all such Investments shall not at any time to exceed the greater of (i) 515% of Consolidated Net Tangible Assets or (ii) $20,000,000; and (m) other additional Investments not otherwise permitted pursuant to this Section not exceeding the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000 in the aggregate. For purposes of determining the amount of any Investment outstanding for purposes of this Section 11.3, such amount shall be deemed to be the amount of such Investment determined in accordance with GAAPWorth.

Limitations on Investments. PurchaseNo Loan Party shall, own, invest in or otherwise acquirenor shall it permit any Subsidiary to, directly or indirectly, make or agree to make, any Capital Stock, interests in any partnership or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever Investment in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) except: (a) (i) equity Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 11.3, 10.3; (iii) equity Investments made after the Closing Date in Subsidiary Guarantors, (ivb) Investments made after the Closing Date by the to or in (i) any Borrower or the General Partner in (ii) any Subsidiary Guarantor, and (v) Investments by a Subsidiary Guarantor in the Borrower, the General Partner Loan Party or any other Subsidiary Guarantorin an amount, when added together with Indebtedness outstanding under Section 10.1(g)(iii), not to exceed $1,000,000 in the aggregate at any time; (bc) Investments in cash and Cash Equivalents; (c) [Intentionally Omitted]; (d) deposits made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 11.210.2; (e) Hedge Agreements permitted pursuant to Section 11.110.1; (f) purchases of assets in the ordinary course of business; (g) Investments by a Borrower in the form of Permitted Acquisitions; (hg) Investments (x) in the form of loans and advances to employees in the ordinary course of business, which, in the aggregate, do not exceed at any time $1,000,000, (y) arising out of extensions of trade credit or advances to third parties in the ordinary course of business and (z) acquired by reason of the exercise of customary creditors’ rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtor100,000; (ih) Investments in the form of Indebtedness permitted pursuant to Section 11.1(h10.1(g)(i) and (g)(ii); (i) guaranties of the Loan Parties and their Subsidiaries permitted pursuant to Section 10.1; (j) Investments stock or obligations issued to any Loan Party by any Person (or the representative of such Person) in any Non-Guarantor Subsidiary in an aggregate amount not to exceed at any time $15,000,000; (k) Guaranty Obligations (x) permitted pursuant to Section 11.1 or (y) constituting an obligation, warranty or indemnity, not guaranteeing respect of Indebtedness of any such Person owing to such Loan Party in connection with the insolvency, bankruptcy, receivership or reorganization of such Person or a composition or readjustment of the debts of such Person, which is undertaken or made in the ordinary course of business; (l) Investments in joint ventures; provided, that the aggregate amount of all such Investments shall not at any time exceed the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000; and (mk) other additional Investments not otherwise permitted pursuant to this Section 10.3 not exceeding the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000 500,000 in the aggregateaggregate in any fiscal year. For purposes of determining the amount of any Investment outstanding for purposes of this Section 11.310.3, such amount shall be deemed to be the amount of such Investment determined when made, purchased or acquired less any amount realized in accordance with GAAPrespect of such Investment upon the sale, collection or return of capital (not to exceed the original amount invested).

Limitations on Investments. PurchaseNo Loan Party shall, own, invest in or otherwise acquirenor shall it permit any Subsidiary to, directly or indirectly, make or agree to make, any Capital Stock, interests in any partnership or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever Investment in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) except: (a) (i) equity Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 11.3, 10.3; (iii) equity Investments made after the Closing Date in Subsidiary Guarantors, (ivb) Investments made after the Closing Date by to or in (i) any Loan Party or (ii) so long as no Event of Default has occurred and is continuing as of the Borrower date of such Investment or the General Partner after giving effect thereto, any Non-Loan Party in any Subsidiary Guarantoran amount, and (v) Investments by a Subsidiary Guarantor when added together with Indebtedness outstanding under Section 10.1(g)(iii), not to exceed $10,000,000 in the Borrower, the General Partner or aggregate at any other Subsidiary Guarantortime; (bc) Investments in cash and Cash Equivalents; (c) [Intentionally Omitted]; (d) deposits made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 11.210.2; (e) Hedge Agreements permitted pursuant to Section 11.110.1; (f) purchases (i) Permitted Acquisitions and (ii) Investments (excluding Acquisitions) in an aggregate amount for both clauses (i) and (ii) not to exceed $30,000,000 (plus fifty percent (50%) of assets any unused amount from the immediately preceding fiscal year but not more than $15,000,000) in any fiscal year, so long as, in each case, no Default or Event of Default has occurred and is continuing as of the date of such Permitted Acquisition or other Investment or after giving effect thereto and either (A)(1) Pro Forma Acquisition Excess Availability (in the ordinary course case of businessa Permitted Acquisition) or Excess Availability (in the case of an other Investment), after giving effect to any such Permitted Acquisition or other Investment (on the date thereof (both immediately before and immediately after giving effect thereto) and for the thirty (30) consecutive days most recently ended prior to such date) is greater than the Threshold Amount and (2) the Fixed Charge Coverage Ratio for the most recently ended twelve (12) consecutive fiscal month period for which financial statements have been delivered to the Administrative Agent pursuant to Section 9.6 is at least 1.10 to 1.00 after giving pro forma effect to such Permitted Acquisition or other Investment or (B) to the extent such Permitted Acquisition or other Investment is made solely from the proceeds of the issuance of Qualified Capital Stock of the Company, (1) the terms of such Qualified Capital Stock, if not common stock, of the Company are reasonably satisfactory to the Administrative Agent and (2) EBITDA for the most recently ended twelve (12) consecutive fiscal month period for which financial statements have been delivered to the Administrative Agent pursuant to Section 9.6 after giving pro forma effect to such Permitted Acquisition or other Investment shall not be less than the amount thereof prior to giving pro forma effect to such Permitted Acquisition or other Investment; (g) Investments in the form of Permitted Acquisitions; (h) Investments (x) in the form of loans and advances to employees in the ordinary course of business, which, in the aggregate, do not exceed at any time $1,000,000, (y) arising out of extensions of trade credit or advances to third parties in the ordinary course of business and (z) acquired by reason of the exercise of customary creditors’ rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtor; (ih) Investments in the form of Indebtedness permitted pursuant to Section 11.1(h10.1(g)(i) and (g)(ii); (i) guaranties of the Loan Parties and their Subsidiaries permitted pursuant to Section 10.1; (j) Investments stock or obligations issued to any Loan Party by any Person (or the representative of such Person) in any Non-Guarantor Subsidiary respect of Indebtedness of such Person owing to such Loan Party in an aggregate amount not to exceed at any time $15,000,000connection with the insolvency, bankruptcy, receivership or reorganization of such Person or a composition or readjustment of the debts of such Person; (k) Guaranty Obligations any Arsenal Venture Partners Investment; provided that (i) Excess Availability, both immediately before and after giving effect to such Investment and any Indebtedness incurred in connection therewith, is greater than the Threshold Amount as of the date of such Investment, (ii) after giving pro forma effect to the making of such Investment and any Indebtedness incurred in connection therewith, (A) no Default or Event of Default shall have occurred and be continuing and (B) the Loan Parties and their respective subsidiaries shall be in compliance with the financial covenants contained in this Agreement, (iii) other than as expressly provided in the Arsenal Venture Partnership Agreement, the documentation governing the Arsenal Venture Partnership shall provide that the Company shall not be liable for any loss, costs, expenses or other amounts of the Arsenal Venture Partnership to the extent such loss, costs, expenses or other amounts exceed, on an aggregate basis, the lesser of (x) permitted pursuant to Section 11.1 or $10,000,000 and (y) constituting an obligation, warranty or indemnity, not guaranteeing Indebtedness the capital commitment of any Person, which is undertaken or made the Company as set forth in the ordinary course of business; Arsenal Venture Partnership Agreement and (liv) Investments the Company shall pledge its rights, title and interests in joint ventures; provided, that the aggregate amount of Arsenal Venture Partnership and the Arsenal Venture Partnership Agreement and take all such Investments shall not at any time exceed action in connection therewith necessary to evidence or perfect the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000pledge as contemplated by this Agreement; and (ml) other additional Investments not otherwise permitted pursuant to this Section 10.3 not exceeding the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000 5,000,000 in the aggregateaggregate in any fiscal year. For purposes of determining the amount of any Investment outstanding for purposes of this Section 11.310.3, such amount shall be deemed to be the amount of such Investment determined when made, purchased or acquired less any amount realized in accordance with GAAPrespect of such Investment upon the sale, collection or return of capital (not to exceed the original amount invested).

Limitations on Investments. Purchase, own, invest in Make or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Personpermit to exist, or permit any Restricted Subsidiary to make or permit to exist, directly or indirectlyany Investment, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) exceptother than Investments which are: (a) (i) equity Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 11.3, (iii) equity Investments made after the Closing Date in Subsidiary Guarantors, (iv) Investments made after the Closing Date by the Borrower or the General Partner in any Subsidiary Guarantor, and (v) Investments by a Subsidiary Guarantor in the Borrower, the General Partner or any other Subsidiary Guarantor; (b) Investments in cash and Cash Equivalents; (cb) [Intentionally Omitted]; (d) deposits made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 11.2; (e) Hedge Agreements permitted pursuant to Section 11.1; (f) purchases of current assets generated in the ordinary course of business; (gc) Investments in the form of Permitted Acquisitions; (h) Investments (x) in the form of loans and advances to employees in the ordinary course of businessaccounts receivable created, which, in the aggregate, do not exceed at any time $1,000,000, (y) arising out of extensions of trade credit acquired or advances to third parties made in the ordinary course of business and (z) acquired by reason of the exercise of payable or dischargeable in accordance with customary creditors’ rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtortrade terms; (id) Investments consisting of capital stock, obligations, securities or other property received in settlement of accounts receivable (created in the form ordinary course of Indebtedness permitted pursuant to Section 11.1(h)business) from bankrupt obligors; (je) Investments in any Non-Guarantor Subsidiary in an aggregate amount not advances to exceed at any time $15,000,000; (k) Guaranty Obligations (x) permitted pursuant to Section 11.1 or (y) constituting an obligationemployees for moving and travel expenses, warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made drawing accounts and similar expenditures in the ordinary course of business; (f) advances or loans to directors, officers and employees that do not exceed $25,000,000 in the aggregate at any one time outstanding; (g) advances or loans to customers and suppliers in the ordinary course of business in an aggregate amount consistent with the past practice of the Person making such advance or loan; (h) loans to shareholders intended to constitute dividends on, or payment on account of, any capital stock; (i) Investments or Support Obligations by the Parent Borrower and its Restricted Subsidiaries existing on the Closing Date; (j) Investments by the Parent Borrower or its Restricted Subsidiaries in any Credit Party or any other Subsidiary (provided that such Investment would not otherwise constitute a breach of Section 9.8); (k) Support Obligations of the Parent Borrower or its Restricted Subsidiaries for the benefit of any Credit Party or any other Subsidiary; (l) acquisitions permitted by Section 9.8 and Investments consisting of capital stock, obligations, securities or other property received in connection with any merger or sale permitted by Section 9.3; (m) Investments in joint venturesconnection with the management of Pension Plans and other benefit plans of the Parent Borrower and its Subsidiaries (including without limitation The Pittston Company Employee Welfare Benefit Trust); (n) Hedging Agreements permitted by Section 9.6; (o) advances or loans to any Person with respect to the deferred purchase price of property, services or other assets in dispositions permitted by Section 9.3; provided, that and (p) Investments of a nature not contemplated in the aggregate foregoing subsections in an amount of all such Investments shall not at any time to exceed the greater of (i) 510% of Consolidated Net Tangible Assets or (ii) $20,000,000; and (m) other additional Investments not otherwise permitted pursuant to this Section not exceeding Worth as of the greater end of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000 in the aggregate. For purposes of determining the amount of any Investment outstanding Fiscal Year most recently ended for purposes of this Section 11.3, such amount shall be deemed to be the amount of such Investment determined in accordance with GAAPwhich audited financial statements are available.

Limitations on Investments. PurchaseCreate, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, incur any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) except: (a) Investment other than (i) equity Investments existing on as part of the Closing Date in Subsidiaries existing on the Closing DateSpecial Production Tranche, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 11.3, (iii) equity Investments made after the Closing Date in Subsidiary Guarantors, (iv) Investments made after the Closing Date by the Borrower or the General Partner in any Subsidiary Guarantor, and (v) Investments by a Subsidiary Guarantor in the Borrower, the General Partner or any other Subsidiary Guarantor; (b) Investments in cash and Cash Equivalents; (c) [Intentionally Omitted]; (d) deposits made to acquire Product in the ordinary course of business to secure the performance extent otherwise permitted under Section 6.26 and the other provisions hereof, (iii) nominal investments in Special Purpose Producers, (iv) purchase of leases or other obligations Cash Equivalents, (v) inter-company advances among Credit Parties, (vi) Investments as permitted by Section 11.2; of the Closing Date set forth on Schedule 6.4, (evii) Hedge Agreements Guarantees permitted pursuant to Section 11.1; 6.3, (fviii) purchases Investments of assets any Credit Party in its existing Subsidiaries that are Credit Parties and the acquisition or creation of new Subsidiaries in accordance with Section 6.32 hereof, (ix) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers, customers or other debtors or in settlement of delinquent obligations arising in the ordinary course of business; (g) Investments in the form of Permitted Acquisitions; (h) Investments , (x) in the form of loans and or advances to employees in the ordinary course of businessbusiness (such as travel advances), which(xi) promissory notes or other debt obligations received in connection with asset dispositions permitted hereunder, (xii) Investments in connection with co-production otherwise permissible hereunder, (xiii) loans or other advances to officers or employees of the Credit Parties for the purpose of purchasing Equity Interests in the Credit Parties in an amount not to exceed US$1,000,000 in the aggregate, do not exceed at any time $1,000,000(xiv) Investments of up to US$10,000,000 in a joint venture formed for the purpose of acquiring and licensing music publishing rights, (yxv) arising out of extensions of trade credit or advances to third parties in the ordinary course of business and (z) acquired by reason of the exercise of customary creditors’ rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtor; (i) other Investments in the form of Indebtedness permitted pursuant to Section 11.1(h); (j) Investments in any Non-Guarantor Subsidiary in an aggregate amount not to exceed US$3,000,000 in the aggregate outstanding at any time $15,000,000; (k) Guaranty Obligations (x) permitted pursuant to Section 11.1 or (y) constituting an obligation, warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made in the ordinary course of business; (l) Investments in joint venturesone time; provided, however, that the aggregate amount of all such Investments shall not at any time exceed the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000; and (m) other additional Investments not otherwise permitted pursuant to this Section not exceeding the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000 in the aggregate. For purposes of determining the amount of any Investment outstanding for purposes of this Section 11.3, such amount shall be deemed to be Borrowers may increase the amount of such Investment determined additional permitted Investments by up to $25 million at any such time as the Leverage Ratio is less than 1.5 to 1, provided that (x) no Default or Event of Default shall be continuing after giving effect on a pro forma basis to any such Investments and (y) the additional $25 million available for such Investments shall be reduced by any amounts used by the Borrowers to buy-back stock to the extent permitted under Section 6.5(xiv) hereof or to increase the amount of acquisitions permitted under Section 6.7(b) hereof and (xvi) Investments in accordance with GAAPAFI to the extent permitted under Section 6.5 (xi) hereof.

Limitations on Investments. PurchaseCreate, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to existincur any Investment after the date hereof, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) except: (a) (i) equity Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 11.3, (iii) equity Investments made after the Closing Date in Subsidiary Guarantors, (iv) Investments made after the Closing Date by the Borrower or the General Partner in any Subsidiary Guarantor, and (v) Investments by a Subsidiary Guarantor in the Borrower, the General Partner or any other Subsidiary Guarantorpurchase of Cash Equivalents; (b) Investments Indebtedness permitted under Section 6.1 and Guaranties permitted under Section 6.3, in cash and Cash Equivalentseach case, to the extent constituting Investments; (c) [Intentionally Omitted]Investments by any Credit Party in any Subsidiaries which are not Credit Parties not to exceed $4,000,000 in the aggregate at any time outstanding; (d) deposits made Investments (including debt obligations) received (i) in connection with the ordinary course of business to secure the performance of leases bankruptcy or reorganization of, or disputes with or judgments against, suppliers, customers or other debtors or (ii) in settlement of delinquent obligations as permitted by Section 11.2; (e) Hedge Agreements permitted pursuant to Section 11.1; (f) purchases of assets arising in the ordinary course of business; (e) Investments constituting Permitted Business Acquisitions; (f) Investments consisting of deposits, prepayments and other credits to suppliers made in the ordinary course of business of the Credit Parties or any wholly-owned domestic Subsidiary of the Borrower; (g) Investments other Investments, whether in the form of Permitted Acquisitionscash or library assets, in an aggregate amount (or the value of such Investments if not cash) not to exceed $11,000,000 at any one time outstanding; (h) Investments (x) in the form of loans and advances to employees in the ordinary course of business, which, in the aggregate, do not exceed at any time $1,000,000, (y) arising out of extensions of trade credit constituting promissory notes or advances to non-cash consideration received from third parties in the ordinary course of business and (z) acquired by reason as a portion of the exercise of customary creditors’ rights upon default or purchase price for an asset disposition permitted pursuant to the bankruptcyterms hereof so long as any such notes or non-cash consideration are, insolvency or reorganization to the extent received in connection with dispositions of a debtorassets that constitute Collateral, pledged to the Administrative Agent as Collateral hereunder; (i) Investments in existing on the form of Indebtedness permitted pursuant to Section 11.1(h)Closing Date and listed on Schedule 6.4 hereto; (j) Investments in (i) any NonCredit Party and (ii) non-Guarantor Subsidiary in an aggregate amount not to exceed at any time $15,000,000domestic wholly-owned Subsidiaries for the purpose of funding the production of Items of Product the value of which will be beneficially owned by a Credit Party; (k) Guaranty Obligations (x) Swap Agreements permitted pursuant to Section 11.1 6.17; (l) Investments of a Credit Party acquired after the Closing Date or of a corporation merged into the Borrower or merged into or consolidated with a Credit Party in accordance with Section 6.6 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; (ym) constituting an obligation, warranty (i) loans and advances to employees or indemnity, consultants of the Borrower or any Subsidiary in the ordinary course of business not guaranteeing Indebtedness to exceed $550,000 in the aggregate at any time outstanding and (ii) advances of any Person, which is undertaken or made payroll payments and expenses to employees in the ordinary course of business; (ln) acquisitions by the Borrower of obligations of one or more officers or other employees of the Borrower or its Subsidiaries in connection with such officer’s or employee’s acquisition of Equity Interests of the Borrower, so long as no cash is actually advanced by the Borrower or any of the Subsidiaries to such officers or employees in connection with the acquisition of any such obligations; (o) Investments in joint ventures; Foreign Production Subsidiaries, provided, that such Investments are (i) managed by but not beneficially owned by any such Foreign Production Subsidiary but are rather beneficially owned directly by a Credit Party and (ii) made solely for the purpose of such Foreign Production Subsidiary producing Items of Product for delivery to a Credit Party; (p) Investments at any one time outstanding that do not exceed the aggregate amount of all cash proceeds received from the issuance by the Borrower of Equity Interests after the Closing Date, other than Specified Equity Contributions minus the amount of any such Investments shall not at any time exceed the greater of Equity Interest proceeds used to make Restricted Payments pursuant to Section 6.5(d) or otherwise utilized to justify an exception from a negative covenant contained in this Article 6 (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000i.e., to fund a Permitted Business Acquisition); and (mq) other additional Investments not otherwise permitted pursuant to this Section not exceeding the greater in (a) any co-financed Items of (i) 5% of Consolidated Net Tangible Assets Product or (iib) $20,000,000 any Slate Financing Item of Product in the aggregate. For purposes of determining the amount of any Investment outstanding for purposes of this Section 11.3, such amount shall be deemed to be the amount of such Investment determined in accordance connection with GAAPa Permitted Slate Financing.

Limitations on Investments. PurchaseCreate, ownmake, invest in incur, purchase, acquire or otherwise acquirehold (including, directly or indirectlywithout limitation, pursuant to any Capital Stockmerger with any Person) any Investment, interests in any partnership or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) except: (a) (i) equity cash and Cash Equivalents; provided, that Investments existing on the Closing Date permitted by this Section 6.4(a), shall be held in Subsidiaries existing on the Closing Date, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) accordance with Section 5.16 hereof and described on Schedule 11.3, (iii) equity Investments made after the Closing Date in Subsidiary Guarantors, (iv) Investments made after the Closing Date as required by the Borrower or the General Partner in any Subsidiary Guarantor, and (v) Investments by a Subsidiary Guarantor in the Borrower, the General Partner or any other Subsidiary GuarantorSecurity Agreement; (b) Investments in addition to any loans or advances outstanding on or prior to the Amendment No. 9 Closing Date and listed on Schedule 6.4 hereto, (i) loans and advances made after the Amendment No. 9 Closing Date, to officers and employees of Holdings, the Borrower or any Subsidiary Loan Party, all of the proceeds of which are used to pay relocation expenses of any such officer or employee and (ii) cash advances made after the Amendment No. 9 Closing Date, to officers and Cash Equivalents; (c) [Intentionally Omitted]; (d) deposits employees of Holdings, the Borrower and/or any Subsidiary Loan Party made in the ordinary course of business business; provided that the aggregate outstanding principal amount of loans and advances permitted by this Section 6.4(b), (whether made pursuant to secure clause (i) or clause (ii)) shall not exceed $3,000,000 at any time; and provided, further, that the performance $3,000,000 amount set forth above in the immediately preceding proviso, shall be reduced, Dollar for Dollar, by the aggregate amount of leases any loans and advances which have been forgiven by a Loan Party or Subsidiary thereof or the amount of any loss on the sale or other obligations disposition of any such loans or advances (as permitted by Section 11.26.6(i) hereof); (c) Investments (whether as equity, loans, Guaranties permitted hereunder or other Investments) by a Subsidiary of the Borrower in the Borrower; provided, that any such Investment is subordinated to the extent required by Section 11.16 hereof; (d) Investments (whether as equity, loans, Guaranties permitted hereunder or other Investments) by the Borrower or a Loan Party in another Loan Party (other than Holdings or Old WCG); (e) Hedge Agreements Investments (whether as equity, loans, Guaranties permitted hereunder or other Investments) by the Borrower or a Subsidiary Loan Party in any Foreign Subsidiary or Existing International Joint Venture; provided, that the amount of all Investments made by the Loan Parties at any time on or after October 19, 2001 in Foreign Subsidiaries or Existing International Joint Ventures pursuant to this Section 11.16.4(e) or any other paragraph of this Section 6.4 shall not exceed $30,000,000 in the aggregate at any time; (f) purchases of assets Investments by the Borrower in Holdings to the ordinary course of businessextent constituting a Restricted Payment permitted under Section 6.5(a)(v) hereof; (gi) Investments in the form consisting of Permitted Acquisitions; (h) Investments (x) in the form of loans and advances to employees delinquent accounts receivable arising in the ordinary course of business, whichand (ii) Investments received in connection with the bankruptcy or reorganization of, or in the aggregatesettlement of delinquent accounts or disputes with, do not exceed at any time $1,000,000customers and suppliers, (y) arising out of extensions of trade credit or advances to third parties created in the ordinary course of business and (z) acquired by reason of the exercise of customary creditors’ rights upon default owing to any Loan Party or pursuant to the bankruptcy, insolvency or reorganization a Subsidiary of a debtorLoan Party; (h) (i) existing Investments described on Schedule 6.4 hereto and any extension or renewal of any such Investment, but not any increase in the amount thereof and (ii) existing Investments described on Schedule 6.4A hereto; provided that such Investments described on Schedule 6.4A shall not be permitted under this Section 6.4(h) after November 1, 2002; (i) Investments made as a result of the receipt of non-cash consideration from an asset sale made in the form of Indebtedness permitted pursuant to compliance with Section 11.1(h)6.6 hereof; (j) Investments in any Non-Guarantor Subsidiary in an aggregate amount not to exceed at any time $15,000,000Guaranties permitted by Section 6.3; (k) Guaranty Obligations (xHedging Agreements permitted under Sections 6.1(h) permitted pursuant to Section 11.1 or (yand 6.1(i) constituting an obligation, warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made in the ordinary course of businesshereof; (l) Specified Security Hedging Transactions permitted under Section 6.1(j) hereof; (m) Capital Expenditures made in accordance with Section 6.8 hereof; (n) Investments in joint venturesa Person engaged in the Telecommunications Business; provided, that the amount of all Investments made on or after the Amendment No. 9 Closing Date pursuant to this Section 6.4(n) shall not exceed $10,000,000 in the aggregate in any calendar year, and shall not exceed $30,000,000 (as adjusted below, the "Threshold Amount") in the aggregate at any time outstanding; provided, that any loss on the sale or other disposition of any such Investment (as permitted by Section 6.6(i) hereof) shall reduce Dollar for Dollar such Threshold Amount; and any cash gain on any sale or disposition shall increase Dollar for Dollar such Threshold Amount, but in no event shall the aggregate amount of all such Investments shall not made pursuant to this Section 6.4(n) and outstanding at any time ever exceed the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,00030,000,000; and (mi) the purchase or other additional Investments not otherwise permitted acquisition of either of the Aircraft or all of the outstanding Equity Interests of the Aircraft Lessor in accordance with the OTC Documents (as such documents are escrowed pursuant to the Escrow Agreement or if applicable, as amended, restated, renewed, replaced, restructured, supplemented or otherwise modified in accordance with the terms of this Section not exceeding the greater of (iCredit Agreement) 5% of Consolidated Net Tangible Assets or and (ii) $20,000,000 the purchase of the assets (other than the Aircraft) described in and pursuant to the OTC Purchase and Sale Agreement (as amended, restated, renewed, replaced, restructured, supplemented or otherwise modified in accordance with the terms of this Credit Agreement), provided, in the aggregatecase of this clause (ii), that the Escrow Release has occurred. For purposes of In determining the aggregate amount of Investments made pursuant to any Investment outstanding for purposes subsection of this Section 11.36.4, any such amount Investment shall be deemed to be valued at the amount cost of acquisition thereof net, in case of each such Investment (but not below zero), of any cash distributions or cash proceeds received (whether upon the disposition thereof or otherwise) by the applicable Loan Party in respect of such Investment determined made by it (other than a disposition to another Loan Party of such Investment). In addition, notwithstanding anything in accordance with GAAPthis Credit Agreement to the contrary, neither the Borrower nor any Subsidiary Loan Party shall make any Investment in Old WCG.

Limitations on Investments. PurchaseCreate, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to existincur any Investment, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) except: (a) (i) equity Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 11.3, (iii) equity Investments made after the Closing Date in Subsidiary Guarantors, (iv) Investments made after the Closing Date by the Borrower or the General Partner in any Subsidiary Guarantor, and (v) Investments by a Subsidiary Guarantor in the Borrower, the General Partner or any other Subsidiary Guarantor; (b) Investments in cash and Cash Equivalents; (cb) [Intentionally Omitted]Investments (whether as equity or loans) by the Borrower or a Credit Party in another Credit Party or a Person that immediately becomes a Credit Party; (d) deposits made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 11.2; (e) Hedge Agreements permitted pursuant to Section 11.1; (f) purchases of assets in the ordinary course of business; (g) Investments in the form of Permitted Acquisitions; (hc) Investments (xwhether as equity or loans) by the Borrower or a Credit Party in the form of loans and advances to employees in the ordinary course of business, which, in the aggregate, do Subsidiaries which are not exceed at any time $1,000,000, (y) arising out of extensions of trade credit or advances to third parties in the ordinary course of business and (z) acquired by reason of the exercise of customary creditors’ rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtor; (i) Investments in the form of Indebtedness permitted pursuant to Section 11.1(h); (j) Investments in any Non-Guarantor Subsidiary in an aggregate amount not to exceed at any time $15,000,000; (k) Guaranty Obligations (x) permitted pursuant to Section 11.1 or (y) constituting an obligation, warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made in the ordinary course of business; (l) Investments in joint venturesCredit Parties; provided, that the aggregate amount of all such Investments shall (other than the Investments described in the following sentence) made by the Credit Parties after the Closing Date in such Subsidiaries may not exceed $10,000,000 at any time exceed the greater of time. The foregoing limitation on amount shall exclude any amounts in respect of: (i) 5% of Consolidated Net Tangible Assets or Investments in the captive insurance subsidiary from time to time; (ii) Investments in Unrestricted Subsidiaries in an amount (but not an amount in excess of the amount referred to in Section 6.7(b)(vi)) necessary to finance the acquisition of the Riverview Ridge and Pleasant View Retirement facilities if such facilities are acquired subject to debt pursuant to the ElderTrust Transaction described in Section 6.7(b)(vi) ; and (iii) Investments in Unrestricted Subsidiaries in an amount (but not an amount in excess of the amount referred to in Section 6.7(b)(vii)) necessary to finance the Somerset/Sarah Brayton Transaction to the extent that such transactions are efxxxxxx xx Xxxestricted Subsidiaries; (d) additional Investments received in settlement of Indebtedness or other obligations created in the ordinary course of business and owing to any Credit Party; (e) Investments in Joint Ventures; provided, that the aggregate amount of all such Investments of the Credit Parties made after the Closing Date taken as a whole in Joint Ventures (including both contributions of capital to Joint Ventures and the cost of acquiring any Joint Venture interests, other than an acquisition of the remaining interests in any Joint Venture which results in such Joint Venture becoming a Credit Party) may not exceed $20,000,00025,000,000 at any time; (f) existing Investments listed on Schedule 6.4 hereto; (g) Investments made as a result of the receipt of non-cash consideration from an asset sale made in compliance with Section 6.7 hereof; and (mh) other additional Investments not otherwise Guaranties permitted pursuant to this by Section not exceeding the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000 in the aggregate. For purposes of determining the amount of any Investment outstanding for purposes of this Section 11.3, such amount shall be deemed to be the amount of such Investment determined in accordance with GAAP6.3.

Limitations on Investments. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including including, without limitation, the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all of the business or assets of any other Person, a portion of the business or assets constituting a business unit of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) except: (a) (i) equity Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 11.3, (iii) equity Investments made after the Closing Date in Subsidiary Guarantors, Guarantors and (iv) Investments made after the Closing Date by in Subsidiaries that are not Subsidiary Guarantors, provided that such Investments shall not exceed $15,000,000 in the Borrower or the General Partner aggregate in any Subsidiary Guarantor, and (v) Investments by a Subsidiary Guarantor in the Borrower, the General Partner or any other Subsidiary GuarantorFiscal Year; (b) Investments in cash and Cash Equivalents; (c) [Intentionally Omitted]Investments by the Borrower or any of its Subsidiaries in the form of capital expenditures; (d) deposits made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 11.2; (e) Hedge Agreements Investments constituting Indebtedness permitted pursuant to Section 11.1; (f) purchases of assets Investments by the Borrower or any Subsidiary thereof in the ordinary course form of businessa Permitted Acquisition; (g) Investments advances to officers, directors and employees of the Borrower and its Subsidiaries in the form of Permitted Acquisitionsan aggregate amount not to exceed $2,500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (h) Investments (x) consisting of extensions of credit in the form nature of loans and advances to employees accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, which, and Investments received in the aggregate, do not exceed at any time $1,000,000, (y) arising out of extensions of trade credit satisfaction or advances to third parties in the ordinary course of business and (z) acquired by reason of the exercise of customary creditors’ rights upon default or pursuant partial satisfaction thereof from financially troubled account debtors to the bankruptcy, insolvency extent reasonably necessary in order to prevent or reorganization of a debtorlimit loss; (i) to the extent constituting Investments, Investments in the form of Indebtedness permitted pursuant to Section 11.1(h); (j) Investments in any Non-Guarantor Subsidiary in an aggregate amount not to exceed at any time $15,000,000; (k) Guaranty Obligations (x) permitted pursuant to Section 11.1 or (y) constituting an obligationConvertible Bond Hedge Transactions, warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made in the ordinary course of business; (l) Investments in joint ventures; provided, that the aggregate amount of all such Investments shall not at any time exceed the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000Capped Call Transactions and Warrant Transactions; and (mj) other additional Investments not otherwise permitted pursuant to this Section not exceeding the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000 50,000,000 in the aggregateaggregate in any Fiscal Year. For purposes of determining the amount of any Investment outstanding for purposes of this Section 11.3, such amount shall be deemed to be the amount of such Investment determined when made, purchased or acquired less any amount realized in accordance with GAAPrespect of such Investment upon the sale, collection or return of capital (not to exceed the original amount invested).

Limitations on Investments. Purchase, own, invest in Make or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Personpermit to exist, or permit any Restricted Subsidiary to make or permit to exist, directly or indirectlyany Investment, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) exceptother than Investments which are: (a) (i) equity Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 11.3, (iii) equity Investments made after the Closing Date in Subsidiary Guarantors, (iv) Investments made after the Closing Date by the Borrower or the General Partner in any Subsidiary Guarantor, and (v) Investments by a Subsidiary Guarantor in the Borrower, the General Partner or any other Subsidiary Guarantor; (b) Investments in cash and Cash Equivalents; (cb) [Intentionally Omitted]; (d) deposits made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 11.2; (e) Hedge Agreements permitted pursuant to Section 11.1; (f) purchases of current assets generated in the ordinary course of business; (gc) Investments in the form of Permitted Acquisitions; (h) Investments (x) in the form of loans and advances to employees in the ordinary course of businessaccounts receivable created, which, in the aggregate, do not exceed at any time $1,000,000, (y) arising out of extensions of trade credit acquired or advances to third parties made in the ordinary course of business and (z) acquired by reason of the exercise of payable or dischargeable in accordance with customary creditors’ rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtortrade terms; (id) Investments consisting of capital stock, obligations, securities or other property received in settlement of accounts receivable (created in the form ordinary course of Indebtedness permitted pursuant to Section 11.1(h)business) from bankrupt obligors; (je) Investments in any Non-Guarantor Subsidiary in an aggregate amount not advances to exceed at any time $15,000,000; (k) Guaranty Obligations (x) permitted pursuant to Section 11.1 or (y) constituting an obligationemployees for moving and travel expenses, warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made drawing accounts and similar expenditures in the ordinary course of business; (f) advances or loans to directors, officers and employees that do not exceed $25,000,000 in the aggregate at any one time outstanding; (g) advances or loans to customers and suppliers in the ordinary course of business in an aggregate amount consistent with the past practice of the Person making such advance or loan; (h) loans to shareholders intended to constitute dividends on, or payment on account of, any capital stock; (i) Investments or Support Obligations by the Parent Borrower and its Restricted Subsidiaries existing on the Closing Date; (j) Investments by the Parent Borrower or its Restricted Subsidiaries in any Credit Party or any other Subsidiary (provided that such Investment would not otherwise constitute a breach of Section 9.8); (k) Support Obligations of the Parent Borrower or its Restricted Subsidiaries for the benefit of any Credit Party or any other Subsidiary; (l) acquisitions permitted by Section 9.8 and Investments consisting of capital stock, obligations, securities or other property received in connection with any merger or sale permitted by Section 9.3; (m) Investments in joint venturesconnection with the management of Pension Plans and other benefit plans of the Parent Borrower and its Subsidiaries (including without limitation The Pittston Company Employee Welfare Benefit Trust); (n) Hedging Agreements permitted by Section 9.6; (o) advances or loans to any Person with respect to the deferred purchase price of property, services or other assets in dispositions permitted by Section 9.3; provided, that and (p) Investments of a nature not contemplated in the aggregate foregoing subsections in an amount of all such Investments shall not at any time to exceed the greater of (i) 510% of Consolidated Net Tangible Assets or (ii) $20,000,000; and (m) other additional Investments not otherwise permitted pursuant to this Section not exceeding the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000 in the aggregate. For purposes of determining the amount of any Investment outstanding for purposes of this Section 11.3, such amount shall be deemed to be the amount of such Investment determined in accordance with GAAPWorth.

Limitations on Investments. Purchase, own, invest in Make or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Personpermit to exist, or permit any Restricted Subsidiary to make or permit to exist, directly or indirectlyany Investment, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) exceptother than Investments which are: (a) (i) equity Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 11.3, (iii) equity Investments made after the Closing Date in Subsidiary Guarantors, (iv) Investments made after the Closing Date by the Borrower or the General Partner in any Subsidiary Guarantor, and (v) Investments by a Subsidiary Guarantor in the Borrower, the General Partner or any other Subsidiary Guarantor; (b) Investments in cash and Cash Equivalents; (cii) [Intentionally Omitted]; (d) deposits made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 11.2; (e) Hedge Agreements permitted pursuant to Section 11.1; (f) purchases of current assets generated in the ordinary course of business; (giii) Investments in the form of Permitted Acquisitions; (h) Investments (x) in the form of loans and advances to employees in the ordinary course of businessaccounts receivable created, which, in the aggregate, do not exceed at any time $1,000,000, (y) arising out of extensions of trade credit acquired or advances to third parties made in the ordinary course of business and (z) acquired by reason of the exercise of payable or dischargeable in accordance with customary creditors’ rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtortrade terms; (iiv) Investments consisting of capital stock, obligations, securities or other property received in settlement of accounts receivable (created in the form ordinary course of Indebtedness permitted pursuant to Section 11.1(h)business) from bankrupt obligors; (jv) Investments in any Non-Guarantor Subsidiary in an aggregate amount not advances to exceed at any time $15,000,000; (k) Guaranty Obligations (x) permitted pursuant to Section 11.1 or (y) constituting an obligationemployees for moving and travel expenses, warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made drawing accounts and similar expenditures in the ordinary course of business; (lvi) advances or loans to directors, officers and employees that do not exceed $25,000,000 in the aggregate at any one time outstanding; (vii) advances or loans to customers and suppliers in the ordinary course of business in an aggregate amount consistent with the past practice of the Person making such advance or loan; (viii) loans to shareholders intended to constitute dividends on, or payment on account of, any capital stock; (ix) Investments or Support Obligations by Applicant and its Restricted Subsidiaries existing on the date hereof; (x) Investments by Applicant or its Restricted Subsidiaries in Applicant or any other Subsidiary (provided that such Investment would not otherwise constitute a breach of Section 17(h)); (xi) Support Obligations of Applicant or its Restricted Subsidiaries for the benefit of Applicant or any other Subsidiary; (xii) acquisitions permitted by Section 17(h) and Investments consisting of capital stock, obligations, securities or other property received in connection with any merger, sale or other combination permitted by Section 17(c); (xiii) Investments in joint ventures; providedconnection with the management of Pension Plans and other benefit plans of Applicant and its Subsidiaries (including without limitation The Pittston Company Employee Welfare Benefit Trust); (xiv) Hedging Agreements permitted by Section 17(f); (xv) advances or loans to any Person with respect to the deferred purchase price of property, that the aggregate amount of all such Investments shall not at any time exceed the greater of (i) 5% of Consolidated Net Tangible Assets services or (ii) $20,000,000other assets in dispositions permitted by Section 17(c); and (mxvi) other additional Investments of a nature not otherwise permitted pursuant to this Section not exceeding contemplated in the greater of foregoing subsections (i) 5% through (xv) in an aggregate amount not to exceed ten percent (10%) of Consolidated Net Tangible Assets or (ii) $20,000,000 in Worth as of the aggregate. For purposes end of determining the amount of any Investment outstanding Fiscal Year most recently ended for purposes of this Section 11.3, such amount shall be deemed to be the amount of such Investment determined in accordance with GAAPwhich audited financial statements are available.

Limitations on Investments. PurchaseMake any advance, ownloan, invest in extension of credit (by way of guaranty or otherwise acquireotherwise) or capital contribution to, directly or indirectlypurchase, hold or acquire any Capital StockEquity Interests, interests in any partnership or joint venture (including the creation or capitalization of any Subsidiary)bonds, evidence of Indebtedness notes, debentures or other obligation debt securities of, or securityany assets constituting a business unit of, substantially all or a portion of the business or assets of any other Person or make any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all of the foregoing, “Investments”) ), except: (a) : (i) equity Investments existing on in Cash Equivalents (provided that, at the Closing Date time of any such Investment in Subsidiaries existing on the Closing DateCash Equivalents, and after giving effect thereto, no Event of Default shall have occurred that has not been waived by Lender, or would result therefrom); (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 11.3, (iii) equity Investments advances made after the Closing Date in Subsidiary Guarantors, (iv) Investments made after the Closing Date by the Borrower any Corporate Obligor or the General Partner in any Subsidiary Guarantor, and (v) Investments thereof to its employees with respect to expenses incurred or to be incurred by a Subsidiary Guarantor in the Borrower, the General Partner or any other Subsidiary Guarantor; (b) Investments in cash and Cash Equivalents; (c) [Intentionally Omitted]; (d) deposits made such employees in the ordinary course of business to secure (expressly excluding, for the performance avoidance of leases doubt, advances for the repurchase of any Equity Interests), and which such expenses are customarily reimbursable by such Corporate Obligor or other obligations as permitted by Section 11.2; (e) Hedge Agreements permitted pursuant to Section 11.1; (f) purchases of assets such Subsidiary in the ordinary course of business; ; (giii) intercompany Investments made by a Subsidiary in Borrower (provided that, at the form time of Permitted Acquisitions; any such intercompany Investment, and after giving effect thereto, no Event of Default shall have occurred that has not been waived by Lender, or would result therefrom; and provided further that Lender shall have (hand Lender hereby expressly reserves) Investments (x) in the form of loans right and advances to employees in the ordinary course of businessoption, which, in the aggregate, do not exceed exercisable at any time $1,000,000in Lender’s sole discretion, to require a Subordination Agreement with respect to any such intercompany Investments); (yiv) arising out of extensions of trade credit or advances to third parties in the ordinary course of business (provided that the payment terms of any such trade credit do not provide for a due date of more than sixty (60) days after the date on which such trade payable or account payable with respect to the same was created); and (z) acquired by reason of the exercise of customary creditors’ rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtor; (iv) Investments in the form of Indebtedness permitted pursuant to Section 11.1(h); (j) Investments in any Non-Guarantor Subsidiary in an aggregate amount not to exceed at any time $15,000,000; (k) Guaranty Obligations (x) permitted pursuant to Section 11.1 or (y) constituting an obligation, warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made in the ordinary course of business; (l) Investments in joint ventures; provided, that the aggregate amount of all such Investments shall not at any time exceed the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000; and (m) other additional Investments not otherwise permitted pursuant to this Section not exceeding the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000 in the aggregate. For purposes of determining the amount of any Investment outstanding for purposes of this Section 11.3, such amount shall be deemed to be the amount of such Investment determined in accordance with GAAPPermitted Acquisitions.

Limitations on Investments. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all of the business or assets of any other Person, a portion of the business or assets constituting a business unit of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) except: (a) (i) equity Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 11.3, (iii) equity Investments made after the Closing Date in Subsidiary Guarantors, Guarantors and (iv) Investments made after the Closing Date by in Subsidiaries that are not Subsidiary Guarantors, provided that such Investments shall not exceed $15,000,000 in the Borrower or the General Partner aggregate in any Subsidiary Guarantor, and (v) Investments by a Subsidiary Guarantor in the Borrower, the General Partner or any other Subsidiary GuarantorFiscal Year; (b) Investments in cash and Cash Equivalents; (c) [Intentionally Omitted]Investments by the Borrower or any of its Subsidiaries in the form of capital expenditures; (d) deposits made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 11.2; (e) Hedge Agreements Investments constituting Indebtedness permitted pursuant to Section 11.111.1 or Restricted Payments permitted pursuant to Section 11.6; (f) purchases of assets in Investments by the ordinary course of business; (g) Investments Borrower or any Subsidiary thereof in the form of Permitted Acquisitions; (g) advances to officers, directors and employees of the Borrower and its Subsidiaries in an aggregate amount not to exceed $2,500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (h) Investments (x) consisting of extensions of credit in the form nature of loans and advances to employees accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, which, and Investments received in the aggregate, do not exceed at any time $1,000,000, (y) arising out of extensions of trade credit satisfaction or advances to third parties in the ordinary course of business and (z) acquired by reason of the exercise of customary creditors’ rights upon default or pursuant partial satisfaction thereof from financially troubled account debtors to the bankruptcy, insolvency extent reasonably necessary in order to prevent or reorganization of a debtorlimit loss; (i) to the extent constituting Investments, Investments in the form of Indebtedness permitted pursuant to Section 11.1(h); (j) Investments in any Non-Guarantor Subsidiary in an aggregate amount not to exceed at any time $15,000,000; (k) Guaranty Obligations (x) permitted pursuant to Section 11.1 or (y) constituting an obligationConvertible Bond Hedge Transactions, warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made in the ordinary course of business; (l) Investments in joint ventures; provided, that the aggregate amount of all such Investments shall not at any time exceed the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000Capped Call Transactions and Warrant Transactions; and (mj) other additional Investments not otherwise permitted pursuant to this Section not exceeding the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000 50,000,000 in the aggregateaggregate in any Fiscal Year. For purposes of determining the amount of any Investment outstanding for purposes of this Section 11.3, such amount shall be deemed to be the amount of such Investment determined when made, purchased or acquired less any amount realized in accordance with GAAPrespect of such Investment upon the sale, collection or return of capital (not to exceed the original amount invested).

Limitations on Investments. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or The Company will not make or permit to exist, directly or indirectlypermit any Restricted Subsidiary to make or permit to exist, any loansInvestment, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) exceptother than Investments which are: (a) (i) equity Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 11.3, (iii) equity Investments made after the Closing Date in Subsidiary Guarantors, (iv) Investments made after the Closing Date by the Borrower or the General Partner in any Subsidiary Guarantor, and (v) Investments by a Subsidiary Guarantor in the Borrower, the General Partner or any other Subsidiary Guarantor; (b) Investments in cash and Cash Equivalents; (cb) [Intentionally Omitted]; (d) deposits made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 11.2; (e) Hedge Agreements permitted pursuant to Section 11.1; (f) purchases of current assets generated in the ordinary course of business; (gc) Investments in the form of Permitted Acquisitions; (h) Investments (x) in the form of loans and advances to employees in the ordinary course of businessaccounts receivable created, which, in the aggregate, do not exceed at any time $1,000,000, (y) arising out of extensions of trade credit acquired or advances to third parties made in the ordinary course of business and (z) acquired by reason of the exercise of payable or dischargeable in accordance with customary creditors’ rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtortrade terms; (id) Investments consisting of capital stock, obligations, securities or other property received in settlement of accounts receivable (created in the form ordinary course of Indebtedness permitted pursuant to Section 11.1(h)business) from bankrupt obligors; (je) Investments in any Non-Guarantor Subsidiary in an aggregate amount not advances to exceed at any time $15,000,000; (k) Guaranty Obligations (x) permitted pursuant to Section 11.1 or (y) constituting an obligationemployees for moving and travel expenses, warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made drawing accounts and similar expenditures in the ordinary course of business; (f) advances or loans to directors, officers and employees that do not exceed $25,000,000 in the aggregate at any one time outstanding; (g) advances or loans to customers and suppliers in the ordinary course of business in an aggregate amount consistent with the past practice of the Person making such advance or loan; (h) loans to shareholders intended to constitute dividends on, or payment on account of, any capital stock; (i) Investments or Support Obligations by the Company and its Restricted Subsidiaries existing on the date of Closing; (j) Investments by the Company or its Restricted Subsidiaries in any Note Party or any other Subsidiary (provided that such Investment would not otherwise constitute a breach of Section 10.10); The Brink's Company Note Purchase Agreement (k) Support Obligations of the Company or its Restricted Subsidiaries for the benefit of any Note Party or any other Subsidiary; (l) acquisitions permitted by Section 10.10 and Investments consisting of capital stock, obligations, securities or other property received in connection with any merger or sale permitted by Section 10.7; (m) Investments in joint venturesconnection with the management of Plans and other benefit plans of the Company and its Subsidiaries (including without limitation The Pittston Company Employee Welfare Benefit Trust); (n) Hedging Agreements permitted by Section 10.9; (o) advances or loans to any Person with respect to the deferred purchase price of property, services or other assets in dispositions permitted by Section 10.7; provided, that and (p) Investments of a nature not contemplated in the foregoing subsections (a) through (o) in an aggregate amount of all such Investments shall not at any time to exceed the greater of (i) 510% of Consolidated Net Tangible Assets or (ii) $20,000,000; and (m) other additional Investments not otherwise permitted pursuant to this Section not exceeding Worth as of the greater end of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000 in the aggregate. For purposes of determining the amount of any Investment outstanding Fiscal Year most recently ended for purposes of this Section 11.3, such amount shall be deemed to be the amount of such Investment determined in accordance with GAAPwhich audited financial statements are available.

Limitations on Investments. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including including, without limitation, the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) except: (a) (i) equity Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 11.3, 9.3 and (iii) equity Investments made after the Closing Date in Subsidiary Guarantors, (iv) Investments made after the Closing Date by the Borrower or any of the General Partner in any Subsidiary Guarantor, and (v) Investments by a Subsidiary Guarantor in Guarantors or the Borrower, the General Partner or any other Subsidiary GuarantorAnadarko JVs; (b) Investments in cash and Cash Equivalents, including securities deemed cash pursuant to Section 9.5(k); (c) [Intentionally Omitted]; (d) deposits made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 11.29.2; (ed) Hedge Hedging Agreements permitted pursuant to Section 11.19.1; (fe) purchases of assets in the ordinary course of business; (f) Non-hostile acquisitions of equity securities, or assets constituting a business unit, of any Person, provided that (i) immediately prior to and after giving effect to such acquisition, no Default or Event of Default exists or would result therefrom, (ii) if such acquisition is of equity securities of a Person (other than an Unrestricted Entity), such person becomes a Guarantor, (iii) such Person is principally engaged in the same business as the Borrower and its Subsidiaries, (iv) the Borrower shall be in compliance on a Pro Forma Basis with the covenants set forth in Sections 8.1, 8.2 and 8.3 based on the most recently ended four fiscal quarter period and as adjusted for such acquisition, (v) such acquired Person (other than an Unrestricted Entity) or assets shall not be subject to any material liabilities except as permitted by this Agreement, (vi) a first priority perfected lien and security interest shall be granted to the Administrative Agent for the benefit of the Lenders in such acquired assets; provided, however, that (I) nothing herein shall require any Unrestricted Entity to grant a first priority lien in its assets; and (II) such acquisition shall be limited to Persons primarily involved in the business of, and/or assets primarily involving, natural gas gathering and processing operations; (g) Investments in the form of Permitted Acquisitions; (h) Investments (x) in the form of loans and advances to officers, directors and employees of the Borrower and its Consolidated Subsidiaries in the ordinary course of business, which, in the aggregate, do an aggregate amount not to exceed $1,000,000 at any time $1,000,000outstanding, (y) arising out of extensions of trade credit or advances to third parties in the for travel, entertainment, relocation and analogous ordinary course of business and (z) acquired by reason of the exercise of customary creditors’ rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtorpurposes; (ih) Investments in the form of Indebtedness permitted pursuant to Section 11.1(h9.1(h); (i) Guaranty Obligations of the Credit Parties and their Subsidiaries permitted pursuant to Section 9.1; (j) Investments in the Laurel Mountain JV; provided, however, that Investments pursuant to this clause (j) shall not exceed $60,000,000 in any Non-Guarantor Subsidiary in an Fiscal Year if the Minimum Liquidity, on a Pro Forma Basis, is less than or equal to $50,000,000 (which amount, for avoidance of doubt, shall not include capital contributions made with the LM Preferred Interest Distribution Setoff); provided that if the aggregate amount of Investments made in any fiscal year pursuant to this proviso shall be less than $60 million, then the amount of such shortfall may be added to the amount of Investments permitted pursuant to this proviso for the immediately succeeding (but not any other) fiscal year (it being understood that Investments made in any fiscal year pursuant to exceed at any time this proviso shall be counted first against the $15,000,000;60 million available to be spent in such fiscal year and second against the unused amount, if any, carried over from the immediately prior fiscal year). (k) Guaranty Obligations (x) permitted pursuant to Section 11.1 or (y) constituting an obligation, warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made accounts receivable arising in the ordinary course of business; (l) loans and advances by Borrower to General Partner to pay general and administrative expenses of the Borrower pursuant to the Limited Partnership Agreement; (m) extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business; (n) investments (including Indebtedness and Capital Stock) received in connection with the bankruptcy or reorganization of any Person and in settlement of obligations of, or other disputes with, any Person arising in the ordinary course of business and upon foreclosure with respect to any secured investment or other transfer of title with respect to any secured Investment; (o) advances of payroll payments to employees in the ordinary course of business; (p) investments in the ordinary course consisting of endorsements for collection or deposit; (q) Investments made as a result of receipt of consideration other than cash from an Asset Disposition made in compliance with Section 9.5(k); and (r) Investments in joint ventures; provided, that ventures other than as permitted by Section 9.3(j) made after the Closing Date in an aggregate amount not to exceed (x) $25,000,000 prior to the consummation of all such Investments shall not at any time exceed the greater of LM Asset Sale and (iy) 55.0% of Consolidated Net Tangible Assets or (ii) $20,000,000after the consummation of the LM Asset Sale; and (ms) other additional Investments not otherwise permitted pursuant to this Section 9.3 not exceeding the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000 10,000,000 in the aggregateaggregate in any Fiscal Year. For purposes of determining the amount of any Investment outstanding for purposes of this Section 11.39.3, such amount shall be deemed to be the amount of such Investment determined when made, purchased or acquired less any amount realized in accordance with GAAPrespect of such Investment upon the sale, collection or return of capital (not to exceed the original amount invested).

Limitations on Investments. PurchaseNo Loan Party shall, own, invest in or otherwise acquirenor shall it permit any Subsidiary to, directly or indirectly, make or agree to make, any Capital Stock, interests in any partnership or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever Investment in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) except: (a) (i) equity Investments existing on the ABL Closing Date in Subsidiaries existing on the Closing Date, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 11.3, 10.3; (iii) equity Investments made after the Closing Date in Subsidiary Guarantors, (ivb) Investments made after the Closing Date by to or in (i) the Borrower or the General Partner in any ABL Subsidiary Guarantor, and Borrower or (vii) Investments by a Subsidiary Guarantor in the Borrower, the General Partner or any other Subsidiary Guarantor(other than an ABL Subsidiary Borrower) in an amount, when added together with Indebtedness outstanding under Section 10.1(g)(iv), not to exceed $1,000,000 in the aggregate at any time; (bc) Investments in cash and Cash Equivalents; (c) [Intentionally Omitted]; (d) deposits made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 11.210.2; (e) Hedge Agreements permitted pursuant to Section 11.110.1; (f) purchases of assets in Investments by the ordinary course of business; (g) Investments Borrower or an ABL Subsidiary Borrower in the form of Permitted Acquisitions; (hg) Investments (x) in the form of loans and advances to employees in the ordinary course of business, which, in the aggregate, do not exceed at any time $1,000,000, (y) arising out of extensions of trade credit or advances to third parties in the ordinary course of business and (z) acquired by reason of the exercise of customary creditors’ rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtor100,000; (ih) Investments in the form of Indebtedness permitted pursuant to Section 11.1(h10.1(g)(i), (ii) and (iii); (i) guaranties of the Loan Parties and their Subsidiaries permitted pursuant to Section 10.1; (j) Investments stock or obligations issued to any Loan Party by any Person (or the representative of such Person) in any Non-Guarantor Subsidiary respect of Indebtedness of such Person owing to such Loan Party in an aggregate amount not to exceed at any time $15,000,000connection with the insolvency, bankruptcy, receivership or reorganization of such Person or a composition or readjustment of the debts of such Person; (k) Guaranty Obligations any Arsenal Venture Partners Investment; provided that (i) Excess Availability, both immediately before and after giving effect to such Investment and any Indebtedness incurred in connection therewith, is greater than $15,000,000 as of the date of such Investment, (ii) after giving pro forma effect to the making of such Investment and any Indebtedness incurred in connection therewith, (A) no Default or Event of Default shall have occurred and be continuing and (B) the Loan Parties and their respective subsidiaries shall be in compliance with the financial covenants contained in this Agreement and the ABL Loan Agreement, (iii) other than as expressly provided in the Arsenal Venture Partnership Agreement, the documentation governing the Arsenal Venture Partnership shall provide that the Borrower shall not be liable for any loss, costs, expenses or other amounts of the Arsenal Venture Partnership to the extent such loss, costs, expenses or other amounts exceed, on an aggregate basis, the lesser of (x) permitted pursuant to Section 11.1 or $10,000,000 and (y) constituting an obligation, warranty or indemnity, not guaranteeing Indebtedness the capital commitment of any Person, which is undertaken or made the Borrower as set forth in the ordinary course of business; Arsenal Venture Partnership Agreement and (liv) Investments the Borrower shall pledge its rights, title and interest in joint ventures; provided, that the aggregate amount of Arsenal Venture Partnership and the Arsenal Venture Partnership Agreement and take all such Investments shall not at any time exceed action in connection therewith necessary to evidence or perfect the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000pledge as contemplated by this Agreement and the ABL Loan Agreement; and (ml) other additional Investments not otherwise permitted pursuant to this Section 10.3 not exceeding the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000 500,000 in the aggregateaggregate in any fiscal year. For purposes of determining the amount of any Investment outstanding for purposes of this Section 11.310.3, such amount shall be deemed to be the amount of such Investment determined when made, purchased or acquired less any amount realized in accordance with GAAPrespect of such Investment upon the sale, collection or return of capital (not to exceed the original amount invested).

Limitations on Investments. PurchaseThe Borrower will not, own, invest in or otherwise acquireand will not permit any Restricted Subsidiary to, directly or indirectly, any Capital Stock, interests in any partnership create or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make otherwise cause or permit to existremain outstanding any Investments in or to any Person, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) except: (a) Investments in aggregate cash amount not exceeding the Available Amount; provided that the Borrower has provided an Officer’s Certificate certifying that (i) equity Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, pro forma Liquidity is at least $50,000,000 immediately prior to and after giving effect to such Restricted Payment and (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) no Default or Event of Default shall have occurred and described on Schedule 11.3, (iii) equity Investments made after the Closing Date in Subsidiary Guarantors, (iv) Investments made after the Closing Date by the Borrower be continuing or the General Partner in any Subsidiary Guarantor, and (v) Investments by a Subsidiary Guarantor in the Borrower, the General Partner or any other Subsidiary Guarantorwould result therefrom; (b) Investments by the Borrower or any Restricted Subsidiary in cash (i) any Guarantor, (ii) any non-Guarantor Restricted Subsidiary not in excess of $35,000,000 at any one time outstanding or (iii) any Person that is or will become immediately after such Investment a Restricted Subsidiary or that will merge or consolidate into the Borrower or a Restricted Subsidiary (provided if such Restricted Subsidiary does not become a Guarantor promptly following such merger or consolidation, such Investment shall be limited to the amount specified in clause (ii)); provided that, in each case of clause (ii) and clause (iii), no Default has occurred and is continuing or would result therefrom; (c) Investments in the Borrower by any Restricted Subsidiary; (d) loans and advances to directors, employees and officers of the Borrower and the Restricted Subsidiaries for bona fide business purposes and to purchase Equity Interests of the Borrower not in excess of $3,000,000 at any one time outstanding; (e) Hedge Obligations incurred in compliance with Section 6.01(d) of this Agreement; (f) Cash Equivalents; (cg) [Intentionally Omitted]; (d) deposits made receivables owing to the Borrower or any Restricted Subsidiary if created or acquired in the ordinary course of business to secure and payable or dischargeable in accordance with customary trade terms; provided, that such trade terms may include such concessionary trade terms as the performance of leases Borrower or other obligations as permitted by Section 11.2any such Restricted Subsidiary deems reasonable under the circumstances; (eh) Hedge Agreements permitted Investments received in compromise or resolution of (i) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Restricted Subsidiaries, including pursuant to Section 11.1any Plan of Reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or (ii) litigation, arbitration or other disputes with Persons who are not Affiliates; (fi) purchases of assets Investments in prepaid expenses, negotiable instruments held for collection or deposit and lease, utility and workers’ compensation, performance and similar deposits entered into in the ordinary course of business; (gj) Investments in made by the form Borrower or a Restricted Subsidiary for consideration consisting only of Permitted AcquisitionsQualified Equity Interests of the Borrower; (hk) Investments (x) stock, obligations or securities received in the form settlement of loans and advances to employees in the ordinary course of business, which, in the aggregate, do not exceed at any time $1,000,000, (y) arising out of extensions of trade credit or advances to third parties debts created in the ordinary course of business and (z) acquired by reason of the exercise of customary creditors’ rights upon default or pursuant owing to the bankruptcy, insolvency Borrower or reorganization any Restricted Subsidiary or in satisfaction of a debtorjudgments; (il) Investments of a Restricted Subsidiary acquired after the Closing Date or of any Person merged into the Borrower or merged into or consolidated or amalgamated with a Restricted Subsidiary in accordance with Section 6.13 hereof to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, consolidation or amalgamation and were in existence on the date of such acquisition, merger, consolidation or amalgamation; (m) Investments in the form of Indebtedness permitted pursuant to Section 11.1(h); (j) Investments in any Non-Guarantor Subsidiary joint ventures in an aggregate amount not to exceed $10,000,000 at any one time $15,000,000outstanding (with each Investment being valued as of the date made and without regard to subsequent changes in value); (kn) Guaranty Obligations (x) permitted pursuant to Section 11.1 Investments in existence on the Closing Date and listed on Schedule 6.03 and any amendments, renewals or (y) constituting an obligation, warranty or indemnity, replacements thereof that do not guaranteeing Indebtedness exceed the amount of any Person, which is undertaken or made in the ordinary course of businesssuch Investment; (lo) other Investments in joint ventures; provided, that the an aggregate amount of all such Investments shall not at any time to exceed the greater of (i) 5% $10,000,000; provided that the Borrower has provided an Officer’s Certificate certifying that no Default or Event of Consolidated Net Tangible Assets Default shall have occurred and be continuing or (ii) $20,000,000would result therefrom; and (p) Investments required to effect the Closing Date Reorganization. The amount of Investments outstanding at any time pursuant to clause (m) other additional Investments not otherwise permitted pursuant to this Section not exceeding the greater of (i) 5% of Consolidated Net Tangible Assets or (iio) $20,000,000 in the aggregate. For purposes of determining the amount of any Investment outstanding for purposes of this Section 11.3, such amount above shall be deemed to be reduced: (a) upon the disposition or repayment of or return on any Investment made pursuant to clause (m) or (o) above, by an amount equal to the return of capital with respect to such Investment to the Borrower or any Restricted Subsidiary (to the extent not included in the computation of Consolidated Net Income), less the cost of the disposition of such Investment and net of taxes; and (b) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, by an amount equal to the lesser of (x) the Fair Market Value of the Borrower’s proportionate interest in such Subsidiary immediately following such Redesignation, and (y) the aggregate amount of Investments in such Subsidiary that increased (and did not previously decrease) the amount of such Investment determined in accordance with GAAPInvestments outstanding pursuant to clause (m) or (o) above.

Limitations on Investments. PurchaseCreate, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to existincur any Investment, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) except: (a) (i) equity Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 11.3, (iii) equity Investments made after the Closing Date in Subsidiary Guarantors, (iv) Investments made after the Closing Date by the Borrower or the General Partner in any Subsidiary Guarantor, and (v) Investments by a Subsidiary Guarantor in the Borrower, the General Partner or any other Subsidiary GuarantorCash Equivalents; (b) Investments in cash and Cash Equivalentsto the extent constituting Investments, Guarantees permitted under Section 6.3; (c) [Intentionally Omitted]Investments in or to any other Credit Party; provided, that any such Investments made in Credit Parties engaging in Television Joint Ventures or Digital Product shall be subject to the TV JV/Digital Product Investments Basket and the Other Investments Basket referred to below; (d) deposits made in to the ordinary course of business to secure the performance of leases or other obligations as extent constituting Investments, inter-company Indebtedness permitted by under Section 11.26.1(e); (e) Hedge Agreements permitted pursuant Investments in connection with the development, production, acquisition and exploitation by Credit Parties of Items of Product, in each case subject to the limitations set forth in Section 11.16.24 and, to the extent applicable, to the TV JV/Digital Product Investments Basket and the Other Investments Basket; (f) purchases Investments (including debt obligations) received in connection with the bankruptcy or reorganization of assets suppliers, customers or other debtors, or in settlement of delinquent obligations arising in the ordinary course of business; (g) other Investments (except for Investments permitted by clauses (j) or (k) below) in an amount not to exceed $1,000,000 in the form of Permitted Acquisitionsaggregate at any one time outstanding; (h) Investments (x) in the form a Co-Financing Venture Entity by contributing or otherwise transferring to such Co-Financing Venture Entity applicable rights with respect to an Item of loans and advances Product to employees in the ordinary course of businessbe produced, which, in the aggregate, do not exceed at any time $1,000,000, (y) arising out of extensions of trade credit acquired or advances to third parties in the ordinary course of business and (z) acquired financed by reason of the exercise of customary creditors’ rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtorsuch Co-Financing Venture Entity; (i) Investments of cash in or to a Co-Financing Venture Entity in an amount not to exceed the form sum of Indebtedness (i) the Credit Parties’ portion of the Budgeted Negative Cost for an Item of Product to be produced or acquired by such Co-Financing Venture Entity, or such greater amount as shall be required to Complete such Item of Product if any other applicable co- financier defaults on its payment obligations pursuant such Co-Financing Venture and as a result of such over-funding the Credit Parties will be entitled to a corresponding pro rata increased share of the proceeds of such Item of Product, in each case so long as the use of investment proceeds by such Co-Financing Venture Entity is covered by an Approved Completion Bond if applicable, plus (ii) the Credit Parties’ share of (x) any nominal administrative costs to be incurred in connection with the formation and maintenance of such Co-Financing Venture Entity and (y) other permitted pursuant to Section 11.1(hexpenditures of such Co-Financing Venture Entity (other than production or acquisition costs); (j) Investments in Credit Parties engaged in any Non-Guarantor Subsidiary Television Joint Ventures or in Digital Product in an aggregate amount outstanding (net of returns) at any time not to exceed at any time $15,000,000;15,000,000 (the “TV JV/Digital Product Investments Basket”); and (k) Guaranty Obligations Investments (x) permitted pursuant to Section 11.1 in Credit Parties engaged in Television Joint Ventures or Digital Product or (y) constituting in non-Credit Party third parties or third party projects in Digital Product, Pictures, Programs or otherwise in an obligation, warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made in the ordinary course of business; (l) Investments in joint ventures; provided, that the aggregate amount of all such Investments shall (for clauses (x) and (y)) not to exceed $5,000,000 at any time exceed outstanding (net of returns) (the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000; and (m) other additional “Other Investments not otherwise permitted pursuant to this Section not exceeding the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000 in the aggregate. For purposes of determining the amount of any Investment outstanding for purposes of this Section 11.3, such amount shall be deemed to be the amount of such Investment determined in accordance with GAAPBasket”).

Limitations on Investments. Purchase, own, invest in Make or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Personpermit to exist, or permit any Restricted Subsidiary to make or permit to exist, directly or indirectlyany Investment, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) exceptother than Investments which are: (a) (i) equity Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 11.3, (iii) equity Investments made after the Closing Date in Subsidiary Guarantors, (iv) Investments made after the Closing Date by the Borrower or the General Partner in any Subsidiary Guarantor, and (v) Investments by a Subsidiary Guarantor in the Borrower, the General Partner or any other Subsidiary Guarantor; (b) Investments in cash and Cash Equivalents; (cb) [Intentionally Omitted]; (d) deposits made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 11.2; (e) Hedge Agreements permitted pursuant to Section 11.1; (f) purchases of current assets generated in the ordinary course of business; (gc) Investments in the form of Permitted Acquisitions; (h) Investments (x) in the form of loans and advances to employees in the ordinary course of businessaccounts receivable created, which, in the aggregate, do not exceed at any time $1,000,000, (y) arising out of extensions of trade credit acquired or advances to third parties made in the ordinary course of business and (z) acquired by reason of the exercise of payable or dischargeable in accordance with customary creditors’ rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtortrade terms; (id) Investments consisting of capital stock, obligations, securities or other property received in settlement of accounts receivable (created in the form ordinary course of Indebtedness permitted pursuant to Section 11.1(h)business) from bankrupt obligors; (je) Investments in any Non-Guarantor Subsidiary in an aggregate amount not advances to exceed at any time $15,000,000; (k) Guaranty Obligations (x) permitted pursuant to Section 11.1 or (y) constituting an obligationemployees for moving and travel expenses, warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made drawing accounts and similar expenditures in the ordinary course of business; (f) advances or loans to directors, officers and employees that do not exceed $25,000,000 in the aggregate at any one time outstanding; (g) advances or loans to customers and suppliers in the ordinary course of business in an aggregate amount consistent with the past practice of the Person making such advance or loan; (h) loans to shareholders intended to constitute dividends on, or payment on account of, any capital stock; (i) Investments or Support Obligations by the Parent Borrower and its Restricted Subsidiaries existing on the Closing Date; (j) Investments by the Parent Borrower or its Restricted Subsidiaries in any Credit Party or any other Subsidiary (provided that such Investment would not otherwise constitute a breach of Section 9.8); (k) Support Obligations of the Parent Borrower or its Restricted Subsidiaries for the benefit of any Credit Party or any other Subsidiary; (l) acquisitions permitted by Section 9.8 and Investments consisting of capital stock, obligations, securities or other property received in connection with any merger or sale permitted by Section 9.3; (m) Investments in joint ventures; providedconnection with the management of Pension Plans and other benefit plans of the Parent Borrower and its Subsidiaries (including without limitation The Pittston Company Employee Welfare Benefit Trust); (n) Hedging Agreements permitted by Section 9.6; (o) advances or loans to any Person with respect to the deferred purchase price of property, that the aggregate amount of all such Investments shall not at any time exceed the greater of (i) 5% of Consolidated Net Tangible Assets services or (ii) $20,000,000other assets in dispositions permitted by Section 9.3; and (mp) other additional Investments of a nature not otherwise permitted pursuant to this Section not exceeding the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000 contemplated in the aggregate. For purposes of determining the foregoing subsections (a) through (o) in an aggregate amount not to exceed $100,000,000 outstanding at any time and net of any Investment outstanding for purposes of this Section 11.3, such amount shall be deemed to be the amount of such Investment determined in accordance with GAAPreturns.

Limitations on Investments. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make Make or permit to existexist any Investment (including any loans to any officer, directly shareholder or indirectly, other Affiliate of any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”Debtor) except: (a) other than (i) equity Investments the existing on loan to Thomxx Xxxxxxxx xx the Closing Date in Subsidiaries existing on the Closing Dateaggregate principal amount of not more than $250,000 plus accrued interest, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 11.3Cash Equivalents, (iii) equity intercompany advances from the Parent and/or any Guarantor to the Parent or a Guarantor (other than to any Subsidiary (including any Guarantor) incorporated in a jurisdiction outside the United States (a "Foreign Entity") to which all Debtors may not make total advances to all such Foreign Entities in excess of $1,500,000 at any one time outstanding in the aggregate (not including Investments made after pursuant to clause (ix) below) unless the Closing Date Agent (for the benefit of the Lenders) shall have a perfected security interest in Subsidiary Guarantorsthe assets of such Foreign Entities on terms and conditions satisfactory to the Agent which shall include, but not be limited to, (x) a valid and enforceable first position lien (subject to Permitted Encumbrances) in such Foreign Entity's assets and (y) a favorable written opinion of such local counsel as is acceptable to the Agent with respect thereto and to the guaranty of such Foreign Entity of the Obligations of NBV hereunder, (iv) Investments made after intercompany advances from a Foreign Entity to the Closing Date by the Borrower Parent or the General Partner in any Subsidiary Guarantor, and (v) intercompany advances from the Foreign Borrower/or any Additional Foreign Subsidiary to the Foreign Borrower or any Additional Foreign Subsidiary provided that the conditions outlined in clause (iii) (x) and (y) above shall have been satisfied with respect to such Additional Foreign Subsidiary, (vi) by any consolidated Subsidiary to the Parent in connection with a tax-sharing agreement between the Parent and such consolidated Subsidiary, (vii) Investments by a Subsidiary Guarantor the Parent in the Borrower, the General Partner or any other Subsidiary Guarantor; (b) Investments in cash and Cash Equivalents; (c) [Intentionally Omitted]; (d) deposits made in the ordinary course of business to secure the performance of leases stock or other obligations as permitted by Section 11.2; (e) Hedge Agreements securities of any Person which constitute the acquisition of such Person; provided, however, that the actual aggregate cost of all such Investments plus acquisitions permitted pursuant to Section 11.1; 6.21 in any calendar year may not exceed 10% of the Net Worth of the Parent as at December 31 of the previous year and that the Person so acquired becomes a wholly owned direct or indirect Subsidiary of the Parent as provided for in Section 6.25, (fviii) purchases of assets existing Investments in the ordinary course of business; Subsidiaries, (gix) Investments in NBV and Additional Foreign Subsidiaries and/or intercompany advances from the form of Permitted Acquisitions; (h) Investments (x) in the form of loans and advances Parent or a Domestic Subsidiary to employees in the ordinary course of business, which, in the aggregate, do not exceed at any time $1,000,000, (y) arising out of extensions of trade credit NBV or advances to third parties in the ordinary course of business and (z) acquired by reason of the exercise of customary creditors’ rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtor; (i) Investments in the form of Indebtedness permitted pursuant to Section 11.1(h); (j) Investments in any Non-Guarantor an Additional Foreign Subsidiary in an aggregate amount not to exceed at any time $15,000,000; (k) Guaranty Obligations 500,000, and (x) in addition to the amount permitted pursuant in clause (ix), additional intercompany advances from the Parent or a Domestic Debtor to Section 11.1 NBV or an Additional Foreign Subsidiary provided that NBV or such Additional Foreign Subsidiary (yas appropriate) constituting an obligation, warranty has granted to the Parent or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made such Domestic Debtor (as appropriate) a perfected security interest in the ordinary course of business; (l) Investments in joint venturesits assets to secure such advance; provided, however, that the aggregate amount of all such Investments shall not at any time exceed the greater of intercompany loans and advances contemplated by clauses (iiii), (iv), (v) 5% of Consolidated Net Tangible Assets or and (iix) $20,000,000; and (m) other additional Investments not otherwise permitted pursuant to this Section not exceeding the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000 in the aggregate. For purposes of determining the amount of any Investment outstanding for purposes of this Section 11.3, such amount 6.4 shall be deemed on open account and not evidenced by any note or other instrument and shall be subordinated to be the amount of such Investment determined Loans hereunder on terms specified in accordance with GAAPSection 13.15.

Limitations on Investments. PurchaseCreate, ownmake, invest in incur, purchase, acquire or otherwise acquirehold (including, directly or indirectlywithout limitation, pursuant to any Capital Stockmerger with any Person) any Investment, interests in any partnership or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) except: (a) (i) equity so long as no Event of Default has occurred and is continuing, Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 11.3, (iii) equity Investments made after the Closing Date in Subsidiary Guarantors, (iv) Investments made after the Closing Date held by the Borrower or any of the General Partner other Loan Parties, subject to Control Letters in favor of the Collateral Agent for the benefit of itself and the New Term Lenders or otherwise subject to a perfected security interest in favor of the Collateral Agent for the benefit of itself and the New Term Lenders (subject to the terms of the Intercreditor Agreement); provided, that such Investments shall consist of (A) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any Subsidiary Guarantoragency thereof maturing within one year from the date of acquisition thereof, (B) commercial paper maturing no more than one year from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor's Ratings Group or Xxxxx'x Investors Service, Inc., (C) certificates of deposit maturing no more than one year from the date of creation thereof issued by commercial banks incorporated under the laws of the United States of America, each having combined capital, surplus and undivided profits of not less than $300,000,000 and having a senior unsecured rating of "A" or better by a nationally recognized rating agency (an "A Rated Bank"), (D) time deposits maturing no more than thirty (30) days from the date of creation thereof with A Rated Banks, and (vE) mutual funds that invest solely in one or more of the Investments by a Subsidiary Guarantor described in the Borrower, the General Partner or any other Subsidiary Guarantorthis paragraph (a); (b) Investments in cash and Cash Equivalents; (c) [Intentionally Omitted]; (d) deposits made loans by any Loan Party to its respective employees in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes and stock option financing up to secure a maximum of $1,000,000 in the performance of leases aggregate at any one time outstanding; (c) Investments (whether as equity, loans or Guaranties permitted hereunder or other obligations as permitted Investments) of a Subsidiary of the Borrower in the Borrower; provided, that any such Investment is subordinated to the extent required by Section 11.210.16 hereof; (d) Investments by the Borrower or a Loan Party in another Loan Party; (e) Hedge Agreements permitted pursuant to Section 11.1existing Investments in Subsidiaries existing as of the Effective Date as listed on Schedule 6.4 hereto; (f) purchases Investments made as a result of assets the receipt of non-cash consideration from an asset sale made in the ordinary course of businesscompliance with Section 6.7 hereof; (g) Investments in the form of Permitted AcquisitionsGuaranties permitted by Section 6.3; (h) Capital Expenditures made in accordance with Section 6.9 hereof; (i) the Borrower may make Investments in, or create, any wholly-owned Domestic Subsidiary, provided that such Subsidiary is or becomes a Guarantor (xsubject to the terms of the Intercreditor Agreement), the Stock of such Subsidiary is pledged to the Collateral Agent, and such Subsidiary grants Liens to the Collateral Agent on all of its assets to secure the Obligations, subject only to Permitted Encumbrances; (j) any Loan Party may make Investments in, or create, any direct wholly-owned Foreign Subsidiary, provided that (subject to the terms of the Intercreditor Agreement) (I) 65% of the voting and 100% of the non-voting stock of any such direct wholly-owned Foreign Subsidiary shall be pledged to secure the Obligations, and (II) the aggregate amount of all Investments by any such Loan Party in such Foreign Subsidiaries after the Effective Date does not exceed $3,000,000 up to and including the third anniversary of the Effective Date and does not exceed $5,000,000 thereafter; (k) any Loan Party may maintain advances, loans and Investments in any of its Foreign Subsidiaries that are in existence as of the date hereof, provided such advances, loans and Investments are not increased; (l) any Loan Party and any Subsidiary of any Loan Party may hold Investments comprised of notes payable by Account Debtors (as defined in the form UCC) to any Loan Party or Subsidiary thereof pursuant to negotiated agreements with respect to settlement of loans and advances to employees in the ordinary course of business, which, in the aggregate, do not exceed at any time $1,000,000, (y) arising out of extensions of trade credit or advances to third parties such Account Debtor's Accounts in the ordinary course of business and (z) acquired by reason of the exercise of customary creditors’ rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtorconsistent with past practices; (im) any Loan Party may make Investments in any of its Foreign Subsidiaries consisting of the form conversion of Indebtedness intercompany loans (but not intercompany accounts payable) outstanding as of the Effective Date into equity; provided, that such conversions of the loans to such Foreign Subsidiaries are required under Applicable Law to meet thin capitalization rules in that Foreign Subsidiary's jurisdiction; (n) in addition to those Investments permitted pursuant to Section 11.1(h6.4(e); (j) Investments , any Foreign Subsidiary of the Borrower may make or hold any additional Investment in any Nonother Foreign Subsidiary of the Borrower, including the creation of any new wholly-Guarantor Subsidiary owned Foreign Subsidiary, in an annual aggregate amount not to exceed at any time $15,000,0002,000,000 per Fiscal Year after the Effective Date; (ko) Guaranty Obligations other Investments not exceeding $1,000,000 in the aggregate at any time; and (xp) permitted pursuant to Section 11.1 or (y) constituting an obligation, warranty or indemnity, not guaranteeing Indebtedness Investments by the Borrower and its Consolidated Subsidiaries by way of acquisitions of the Stock of any Person, which is undertaken or made Person in the ordinary course of business; (l) Investments in joint venturesan annual aggregate amount not to exceed $5,000,000 per Fiscal Year; provided, that the aggregate amount of all such Investments acquisitions by the Borrower and its Consolidated Subsidiaries from the Effective Date up until and including the Bank Credit Termination Date shall not at any time exceed the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000; and (m) other additional Investments not otherwise permitted pursuant to this Section not exceeding the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000 in the aggregate. For purposes of determining the amount of any Investment outstanding for purposes of this Section 11.3, such amount shall be deemed to be the amount of such Investment determined in accordance with GAAP15,000,000.

Limitations on Investments. PurchaseThe Borrower will not, own, invest in or otherwise acquireand will not permit any Restricted Subsidiary to, directly or indirectly, any Capital Stock, interests in any partnership create or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make otherwise cause or permit to existremain outstanding any Investments in or to any Person, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) except: (a) Investments in aggregate cash amount not exceeding the Available Amount; provided that the Borrower has provided an Officer’s Certificate certifying that (i) equity Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, pro forma Liquidity is at least $50,000,000 immediately prior to and after giving effect to such Restricted Payment and (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) no Default or Event of Default shall have occurred and described on Schedule 11.3, (iii) equity Investments made after the Closing Date in Subsidiary Guarantors, (iv) Investments made after the Closing Date by the Borrower be continuing or the General Partner in any Subsidiary Guarantor, and (v) Investments by a Subsidiary Guarantor in the Borrower, the General Partner or any other Subsidiary Guarantorwould result therefrom; (b) Investments by the Borrower or any Restricted Subsidiary in cash (i) any Guarantor, (ii) any non-Guarantor Restricted Subsidiary not in excess of $35,000,000 at any one time outstanding or (iii) any Person that is or will become immediately after such Investment a Restricted Subsidiary or that will merge or consolidate into the Borrower or a Restricted Subsidiary (provided if such Restricted Subsidiary does not become a Guarantor promptly following such merger or consolidation, such Investment shall be limited to the amount specified in clause (ii)); provided that, in each case of clause (ii) and clause (iii), no Default has occurred and is continuing or would result therefrom; (c) Investments in the Borrower by any Restricted Subsidiary; (d) loans and advances to directors, employees and officers of the Borrower and the Restricted Subsidiaries for bona fide business purposes and to purchase Equity Interests of the Borrower not in excess of $3,000,000 at any one time outstanding; (e) Hedge Obligations incurred in compliance with Section 6.01(d) of this Agreement; (f) Cash Equivalents; (cg) [Intentionally Omitted]; (d) deposits made receivables owing to the Borrower or any Restricted Subsidiary if created or acquired in the ordinary course of business to secure and payable or dischargeable in accordance with customary trade terms; provided, that such trade terms may include such concessionary trade terms as the performance of leases Borrower or other obligations as permitted by Section 11.2any such Restricted Subsidiary deems reasonable under the circumstances; (eh) Hedge Agreements permitted Investments received in compromise or resolution of (i) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Restricted Subsidiaries, including pursuant to Section 11.1any Plan of Reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or (ii) litigation, arbitration or other disputes with Persons who are not Affiliates; (fi) purchases of assets Investments in prepaid expenses, negotiable instruments held for collection or deposit and lease, utility and workers’ compensation, performance and similar deposits entered into in the ordinary course of business; (gj) Investments in made by the form Borrower or a Restricted Subsidiary for consideration consisting only of Permitted AcquisitionsQualified Equity Interests of the Borrower; (hk) Investments (x) stock, obligations or securities received in the form settlement of loans and advances to employees in the ordinary course of business, which, in the aggregate, do not exceed at any time $1,000,000, (y) arising out of extensions of trade credit or advances to third parties debts created in the ordinary course of business and (z) acquired by reason of the exercise of customary creditors’ rights upon default or pursuant owing to the bankruptcy, insolvency Borrower or reorganization any Restricted Subsidiary or in satisfaction of a debtorjudgments; (il) Investments of a Restricted Subsidiary acquired after the Closing Date or of any Person merged into the Borrower or merged into or consolidated or amalgamated with a Restricted Subsidiary in accordance with Section 6.13 hereof to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, consolidation or amalgamation and were in existence on the date of such acquisition, merger, consolidation or amalgamation; (m) Investments in the form of Indebtedness permitted pursuant to Section 11.1(h); (j) Investments in any Non-Guarantor Subsidiary joint ventures in an aggregate amount not to exceed $10,000,000 at any one time $15,000,000outstanding (with each Investment being valued as of the date made and without regard to subsequent changes in value); (k) Guaranty Obligations (x) permitted pursuant to Section 11.1 or (y) constituting an obligation, warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made in the ordinary course of business; (ln) Investments in joint venturesexistence on the Closing Date and listed on Schedule 6.03 and any amendments, renewals or replacements thereof that do not exceed the amount of such Investment; provided, that the and (o) other Investments in an aggregate amount of all such Investments shall not at any time to exceed the greater of (i) 5% $10,000,000; provided that the Borrower has provided an Officer’s Certificate certifying that no Default or Event of Consolidated Net Tangible Assets Default shall have occurred and be continuing or (ii) $20,000,000; and would result therefrom. The amount of Investments outstanding at any time pursuant to clause (m) other additional Investments not otherwise permitted pursuant to this Section not exceeding the greater of (i) 5% of Consolidated Net Tangible Assets or (iio) $20,000,000 in the aggregate. For purposes of determining the amount of any Investment outstanding for purposes of this Section 11.3, such amount above shall be deemed to be reduced: (a) upon the disposition or repayment of or return on any Investment made pursuant to clause (m) or (o) above, by an amount equal to the return of capital with respect to such Investment to the Borrower or any Restricted Subsidiary (to the extent not included in the computation of Consolidated Net Income), less the cost of the disposition of such Investment and net of taxes; and (b) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, by an amount equal to the lesser of (x) the Fair Market Value of the Borrower’s proportionate interest in such Subsidiary immediately following such Redesignation, and (y) the aggregate amount of Investments in such Subsidiary that increased (and did not previously decrease) the amount of such Investment determined in accordance with GAAPInvestments outstanding pursuant to clause (m) or (o) above.

Limitations on Investments. PurchaseThe Borrowers and Guarantors will not make, own, invest in and will not permit or otherwise acquire, directly or indirectly, suffer any Capital Stock, interests in any partnership or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other PersonPledged Entities making, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or any business, other than investments in the businesses engaged in by delivery the Borrowers and Guarantors consisting of Property inthe following (collectively, any Person (all the foregoing, “InvestmentsLines of Business”) except:): (a) (i) equity Investments existing on the Closing Date Substantially as engaged in Subsidiaries existing on the Closing Date: (i) the syndication of LIHTC Investments, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 11.3provision of asset management services, (iii) equity Investments made after the Closing Date in Subsidiary Guarantorsorigination, selling and servicing of mortgage loans pursuant to governmental or quasi-governmental agency programs, and (iv) Investments made after the Closing Date by ownership, management, stabilization and maintenance of the Borrower or the General Partner in any Subsidiary Guarantor, B Bonds and (v) Investments by a Subsidiary Guarantor in the Borrower, the General Partner or any other Subsidiary Guarantor;cash flows derived therefrom, (b) Investments investments by any Borrower, Guarantor and Pledged Entity in cash any other Borrower, Guarantor and Cash EquivalentsPledged Entity; (c) [Intentionally Omitted]the acquisition and securitization of tax-exempt bonds issued to fund construction of affordable housing in the United States; (d) deposits made investments (including debt obligations and Capital Stock) converted in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 11.2; (e) Hedge Agreements permitted pursuant to Section 11.1; (f) purchases of assets in the ordinary course of business; (g) Investments in the form of Permitted Acquisitions; (h) Investments connection with (x) the bankruptcy or reorganization of any Person and in the form settlement of loans and advances to employees in the ordinary course of businessobligations of, whichor disputes with, in the aggregate, do not exceed at any time $1,000,000, (y) Person arising out of extensions of trade credit or advances to third parties in the ordinary course of business and (z) acquired by reason upon foreclosure with respect to any secured investment or other transfer of the exercise of customary creditors’ rights upon default or pursuant title with respect to the bankruptcy, insolvency or reorganization of a debtor; (i) Investments in the form of Indebtedness permitted pursuant to Section 11.1(h); (j) Investments in any Non-Guarantor Subsidiary in an aggregate amount not to exceed at any time $15,000,000; (k) Guaranty Obligations (x) permitted pursuant to Section 11.1 or secured investment and (y) constituting an obligation, warranty or indemnity, not guaranteeing Indebtedness the non-cash proceeds of any Person, which is undertaken or made in the ordinary course of business; (l) Investments in joint ventures; provided, that the aggregate amount of all such Investments shall not at any time exceed the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000disposition permitted by Section 10.5; and (me) other additional Investments not otherwise permitted pursuant any businesses reasonably complementary to this Section not exceeding any of the greater of businesses described in clause (ia) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000 in the aggregate. For purposes of determining the amount of any Investment outstanding for purposes of this Section 11.3, such amount shall be deemed to be the amount of such Investment determined in accordance with GAAP.Section;

Limitations on Investments. PurchaseCreate, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to existincur any Investment after the date hereof, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) except: (a) (i) equity Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 11.3, (iii) equity Investments made after the Closing Date in Subsidiary Guarantors, (iv) Investments made after the Closing Date by the Borrower or the General Partner in any Subsidiary Guarantor, and (v) Investments by a Subsidiary Guarantor in the Borrower, the General Partner or any other Subsidiary Guarantorpurchase of Cash Equivalents; (b) Investments Indebtedness permitted under Section 6.1 and Guaranties permitted under Section 6.3, in cash and Cash Equivalentseach case to the extent constituting Investments; (c) [Intentionally Omitted]Investments by any Credit Party in any Subsidiaries which are not Credit Parties not to exceed $3,000,000 in the aggregate at any time outstanding; (d) deposits made Investments (including debt obligations) received (i) in connection with the ordinary course of business to secure the performance of leases bankruptcy or reorganization of, or disputes with or judgments against, suppliers, customers or other debtors or (ii) in settlement of delinquent obligations as permitted by Section 11.2; (e) Hedge Agreements permitted pursuant to Section 11.1; (f) purchases of assets arising in the ordinary course of business; (e) Investments constituting Permitted Business Acquisitions; (f) Investments consisting of deposits, prepayments and other credits to suppliers made in the ordinary course of business of the Credit Parties or any wholly-owned domestic Subsidiary of the Borrower; (g) Investments other Investments, whether in the form of Permitted Acquisitionscash or library assets, in an aggregate amount (or the value of such Investments if not cash) not to exceed $10,000,000 at any one time outstanding; (h) Investments (x) in the form of loans and advances to employees in the ordinary course of business, which, in the aggregate, do not exceed at any time $1,000,000, (y) arising out of extensions of trade credit constituting promissory notes or advances to non-cash consideration received from third parties in the ordinary course of business and (z) acquired by reason as a portion of the exercise of customary creditors’ rights upon default or purchase price for an asset disposition permitted pursuant to the bankruptcyterms hereof so long as any such notes or non-cash consideration are, insolvency or reorganization to the extent received in connection with dispositions of a debtorassets that constitute Collateral, pledged to the Administrative Agent as Collateral hereunder; (i) Investments in existing on the form of Indebtedness permitted pursuant to Section 11.1(h)Closing Date and listed on Schedule 6.4 hereto; (j) Investments in (i) any NonCredit Party and (ii) non-Guarantor Subsidiary in an aggregate amount not to exceed at any time $15,000,000domestic wholly-owned Subsidiaries for the purpose of funding the production of Items of Product the value of which will be beneficially owned by a Credit Party; (k) Guaranty Obligations (x) Swap Agreements permitted pursuant to Section 11.1 6.17; (l) Investments of a Credit Party acquired after the Closing Date or of a corporation merged into the Borrower or merged into or consolidated with a Credit Party in accordance with Section 6.6 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; (ym) constituting an obligation, warranty (i) loans and advances to employees or indemnity, consultants of the Borrower or any Subsidiary in the ordinary course of business not guaranteeing Indebtedness to exceed $500,000 in the aggregate at any time outstanding and (ii) advances of any Person, which is undertaken or made payroll payments and expenses to employees in the ordinary course of business; (ln) acquisitions by the Borrower of obligations of one or more officers or other employees of the Borrower or its Subsidiaries in connection with such officer’s or employee’s acquisition of Equity Interests of the Borrower, so long as no cash is actually advanced by the Borrower or any of the Subsidiaries to such officers or employees in connection with the acquisition of any such obligations; (o) Investments in joint ventures; Foreign Production Subsidiaries, provided, that such Investments are (i) managed by but not beneficially owned by any such Foreign Production Subsidiary but are rather beneficially owned directly by a Credit Party and (ii) made solely for the purpose of such Foreign Production Subsidiary producing Items of Product for delivery to a Credit Party; (p) Investments at any one time outstanding that do not exceed the aggregate amount of all cash proceeds received from the issuance by the Borrower of Equity Interests after the Closing Date, other than Specified Equity Contributions minus the amount of any such Investments shall not at any time exceed the greater of Equity Interest proceeds used to make Restricted Payments pursuant to Section 6.5(d) or otherwise utilized to justify an exception from a negative covenant contained in this Article 6 (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000i.e., to fund a Permitted Business Acquisition); and (mq) other additional Investments not otherwise permitted pursuant to this Section not exceeding the greater in (a) any co-financed Items of (i) 5% of Consolidated Net Tangible Assets Product or (iib) $20,000,000 any Slate Financing Item of Product in the aggregate. For purposes of determining the amount of any Investment outstanding for purposes of this Section 11.3, such amount shall be deemed to be the amount of such Investment determined in accordance connection with GAAPa Permitted Slate Financing.

Limitations on Investments. PurchaseThe Borrowers and Guarantors will not make, own, invest in and will not permit or otherwise acquire, directly or indirectlysuffer any of the Pledged Entities making, any Capital Stockinvestments other than the following, interests subject in any partnership each case to the Borrowers’, Guarantors’ and Pledged Entities’ compliance with the other restrictions contained in this Credit Agreement, including, without limitation, the prohibitions on entering into transactions with Island and its Affiliates, C-III or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever The Related Companies Group contained in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) exceptSection 10.18: (a) investments in the businesses engaged in by the Borrowers and Guarantors consisting of the following (icollectively, the “Lines of Business”); (1) equity Investments existing on the Closing Date substantially as engaged in Subsidiaries existing on the Closing Date: (i) the syndication of LIHTC Investments, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 11.3provision of asset management services, (iii) equity Investments made after the Closing Date in Subsidiary Guarantorsorigination, selling and servicing of mortgage loans pursuant to governmental or quasi-governmental agency programs, and (iv) Investments made after the Closing Date by ownership, management, stabilization and maintenance of the Borrower or the General Partner in any Subsidiary Guarantor, B Bonds and (v) Investments by a Subsidiary Guarantor in the Borrower, the General Partner or any other Subsidiary Guarantorcash flows derived therefrom; (b2) Investments investments by any Borrower, Guarantor and Pledged Entity in cash any other Borrower, Guarantor and Cash EquivalentsPledged Entity; (c3) [Intentionally Omitted]the acquisition and securitization of tax-exempt bonds issued to fund construction of affordable housing in the United States; (d4) deposits made investments (including debt obligations and Capital Stock) converted in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 11.2; (e) Hedge Agreements permitted pursuant to Section 11.1; (f) purchases of assets in the ordinary course of business; (g) Investments in the form of Permitted Acquisitions; (h) Investments connection with (x) the bankruptcy or reorganization of any Person and in the form settlement of loans and advances to employees in the ordinary course of businessobligations of, whichor disputes with, in the aggregate, do not exceed at any time $1,000,000, (y) Person arising out of extensions of trade credit or advances to third parties in the ordinary course of business and (z) acquired by reason upon foreclosure with respect to any secured investment or other transfer of the exercise of customary creditors’ rights upon default or pursuant title with respect to the bankruptcy, insolvency or reorganization of a debtor; (i) Investments in the form of Indebtedness permitted pursuant to Section 11.1(h); (j) Investments in any Non-Guarantor Subsidiary in an aggregate amount not to exceed at any time $15,000,000; (k) Guaranty Obligations (x) permitted pursuant to Section 11.1 or secured investment and (y) constituting an obligation, warranty or indemnity, not guaranteeing Indebtedness the non-cash proceeds of any Person, which is undertaken or made in the ordinary course of business; (l) Investments in joint ventures; provided, that the aggregate amount of all such Investments shall not at any time exceed the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000disposition permitted by Section 10.5; and (m5) other additional Investments not otherwise permitted pursuant any businesses reasonably complementary to any of the businesses described in clause (a)(1) of this Section not exceeding Section; or (b) investments by the greater Borrowers, the Guarantors, and the Pledged Entities of up to $5,000,000 (or up to $10,000,000 if the Total Debt/Consolidated EBITDA Ratio for the previous two consecutive Fiscal Quarters, as measured on a trailing twelve (12) month basis, shall be equal to or less than 3.00 to 1.00), determined on a cumulative basis and without duplication, in any of the following (collectively, the “Permitted Investments”): (1) general partnerships, co-general partnerships, and joint ventures with investment strategies consisting of (iA) 5% of Consolidated Net Tangible Assets tax-exempt bond lending for affordable multi-family housing assets; (B) bridge lending for affordable and conventional multi-family housing assets; (C) subordinate, second lien, mezzanine or preferred financing for affordable and conventional multi-family housing assets; and (iiD) $20,000,000 equity interests in the aggregate. For purposes of determining the amount of any Investment outstanding for purposes of this Section 11.3affordable and conventional multi-family housing assets; (2) property management businesses; and (3) equity interests in assets, such amount shall be deemed funds and partnerships related to be the amount of such Investment determined in accordance with GAAPLIHTC Properties.”

Limitations on Investments. PurchaseThe Company shall not, ownnor shall the Company permit any of its Subsidiaries to, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to existhold any Investments, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all except for the foregoing, “Investments”) exceptfollowing: (a) (i) equity Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 11.3, (iii) equity Investments made after the Closing Date in Subsidiary Guarantors, (iv) Investments made after the Closing Date held by the Borrower or the General Partner in any Subsidiary Guarantor, Company and (v) Investments by a Subsidiary Guarantor its Subsidiaries in the Borrower, the General Partner form of cash or any other Subsidiary Guarantor; (b) Investments in cash and Cash Equivalents; (c) [Intentionally Omitted]; (d) , bank deposits made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 11.2; (e) Hedge Agreements permitted pursuant to Section 11.1; (f) purchases of assets business, negotiable instruments deposited in the ordinary course of business; (gb) Investments advances made in connection with the form purchase of Permitted Acquisitions; (h) Investments (x) in the form of loans and advances to employees in the ordinary course of business, which, in the aggregate, do not exceed at any time $1,000,000, (y) arising out of extensions of trade credit goods or advances to third parties in the ordinary course of business and (z) acquired by reason of the exercise of customary creditors’ rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtor; (i) Investments in the form of Indebtedness permitted pursuant to Section 11.1(h); (j) Investments in any Non-Guarantor Subsidiary in an aggregate amount not to exceed at any time $15,000,000; (k) Guaranty Obligations (x) permitted pursuant to Section 11.1 or (y) constituting an obligation, warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made services in the ordinary course of business; (lc) (i) Investments by the Company and its Subsidiaries in joint venturestheir respective Subsidiaries outstanding on the date of this Indenture, (ii) additional Investments by the Company and its Subsidiaries in the Company or any Subsidiary Guarantor, (iii) additional Investments by Subsidiaries of the Company that are not Subsidiary Guarantors in other Subsidiaries that are not Subsidiary Guarantors and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Company and the Subsidiary Guarantors in Subsidiaries that are not Subsidiary Guarantors in an aggregate amount invested after the date of this Indenture not to exceed $250,000; (d) Guarantees permitted by Section 4.12 and Liens permitted by Section 4.11 to the extent constituting an Investment; (e) Permitted Acquisitions, and Investments held by the target of any Permitted Acquisition (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section 4.13(c)(iv)); (f) Investments consisting of (i) travel advances and employee relocation loans and other employee loans and advances in the ordinary course of business, and (ii) loans to employees, officers or directors relating to the purchase of equity securities of Company or its Subsidiaries pursuant to employee stock purchase plans or agreements approved by Company’s Board of Directors; provided, however, that the aggregate amount of all such Investments shall not exceed $2,000,000 at any time exceed outstanding; (g) Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not Affiliates, in the greater ordinary course of business; (h) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; (i) 5% Investments by the Company in Subsidiaries that are not Subsidiary Guarantors for payments of Consolidated Net Tangible Assets or (ii) employee salaries and rent of such Subsidiaries, in each case in the ordinary course of business, in an aggregate amount not to exceed $20,000,0001,000,000 in any calendar month; provided that for the calendar month of April 2023, this amount shall not exceed $1,700,000; and (mj) other additional Investments in an aggregate principal amount not otherwise permitted pursuant to exceed $250,000 at any time outstanding. Notwithstanding any provision of this Section not exceeding Indenture or any Notes Security Document to the greater contrary, the Company shall not, nor shall it permit any of (i) 5% of Consolidated Net Tangible Assets its Subsidiaries to, directly or (ii) $20,000,000 in the aggregate. For purposes of determining the amount indirectly, make any Investment using or consisting of any Investment outstanding for purposes of this Section 11.3, such amount shall be deemed to be the amount of such Investment determined in accordance with GAAPSpecified Assets.

Limitations on Investments. PurchaseNo Loan Party shall, own, invest in or otherwise acquirenor shall it permit any Domestic Subsidiary to, directly or indirectly, make or agree to make, any Capital Stock, interests in any partnership or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever Investment in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) except: (a) (i) equity Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 11.3, 10.3; (iiib) equity Investments (i) made after the Closing Date in Subsidiary Guarantors, (iv) Investments made after the Closing Date by the Borrower to or the General Partner in any Subsidiary Guarantor, Loan Party and (vii) Investments by a Subsidiary Guarantor Non-Loan Parties in the Borrower, the General Partner or any other Subsidiary GuarantorNon-Loan Parties; (bc) Investments in cash and Cash Equivalents; (cd) [Intentionally Omitted]Investments in the form of Capital Expenditures not prohibited by the terms of this Agreement; (de) deposits made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 11.210.2; (ef) Hedge Agreements permitted pursuant to Section 11.1; (f) purchases of assets in the ordinary course of business10.1; (g) Investments in the form of Permitted Acquisitions; (h) Investments (x) in the form of loans and advances to employees in the ordinary course of business, which, in ; (i) (x) guaranties of the aggregate, do not exceed at any time $1,000,000, Loan Parties and their Domestic Subsidiaries permitted pursuant to Section 10.1 and (y) unsecured guaranties of the Loan Parties and their Domestic Subsidiaries of obligations of Non-Loan Parties in respect of accounts payable and operating leases; (j) stock or obligations issued to any Loan Party by any Person (or the representative of such Person) in respect of Indebtedness of such Person owing to such Loan Party in connection with the insolvency, bankruptcy, receivership or reorganization of such Person or a composition or readjustment of the debts of such Person; (k) Investments arising out of the receipt by any Loan Party or any Domestic Subsidiary of non-cash consideration for the sale or other disposition of assets permitted under Section 10.5; (l) Investments represented by guarantees by the Company or any of its Subsidiaries of operating leases or of other obligations that do not constitute Indebtedness, in each case, entered into in the ordinary course of business; (m) extensions of trade credit or advances to third parties in the ordinary course of business and (z) acquired by reason of the exercise of consistent with customary creditors’ rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtorcredit practices and policies; (in) Investments in the form of Indebtedness permitted pursuant to Section 11.1(h10.1(f); (jo) Investments of a Person existing at the time such Person becomes a Subsidiary pursuant to a Permitted Acquisition so long as such Investments were not made in any Non-Guarantor Subsidiary connection with, or in an aggregate amount not to exceed at any time $15,000,000contemplation of, such Person becoming a Subsidiary; (kp) Guaranty Obligations Investments by Loan Parties to or in Non-Loan Parties made by such Loan Party in connection with the funding of a Permitted Acquisition or an Acquisition by a Foreign Subsidiary; provided that: (xi) if the Investment includes the incurrence or assumption of Indebtedness permitted pursuant to Section 11.1 10.1, consists of Capital Stock of the Company or (y) constituting an obligation, warranty or indemnity, not guaranteeing Indebtedness is funded from the proceeds of any Personissuance of Capital Stock of the Company (or a combination thereof), which is undertaken or made in then (A) both 30-Day Excess Availability and Excess Availability on the ordinary course date of business; (l) Investments in joint ventures; provided, that the aggregate amount of all such Investments Investment shall not at be less than $150,000,000 and (B) such Investment shall not be funded, in whole or in part, from the proceeds of any time exceed the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000Loan hereunder; and (mii) other additional Investments if the Investment is provided from any source not otherwise permitted pursuant to this Section not exceeding described in the greater of preceding clause (i), then immediately before and after making such Investment, either (A) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000 in both 30-Day Excess Availability and Excess Availability on the aggregate. For purposes of determining the amount of any Investment outstanding for purposes of this Section 11.3, such amount shall be deemed to be the amount date of such Investment determined in accordance with GAAP.(calculated on a pro forma basis to include the borrowing of any Loans used to finance such Investment) shall not be less than $300,000,000 or (B) (1) both 30-Day Excess Availability and Excess Availability on the date of such Investment (calculated on a pro forma basis to include the borrowing of any Loans used to finance such Investment) shall not be less than twenty-five percent (25%) of the Aggregate Commitment and (2) the Company shall have a Fixed Charge Coverage Ratio equal to or greater than 1.10 to 1.00 (calculated for the fiscal month most recently ended prior to the making of such Investment for which financial statements have been delivered pursuant to Section 9.5, on a pro forma basis after making such Investment);

Limitations on Investments. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) except: (a) The Partnership shall comply with the Investment Strategy set out in (b) The Partnership and the Parallel Fund shall not, without Advisory Board approval, invest an amount greater than 15% (or, with Advisory Board approval, 20%) of Aggregate Commitments (measured as of the date any such investment is to be made) in the securities of any one portfolio company (and/or its Affiliate) (including guarantees of such portfolio company’s obligations and bridge or development financings); provided that, for purposes of such limitation, the Partnership and the Parallel Fund shall be permitted to invest an amount up to 20% of the Aggregate Commitments in the securities of any one portfolio company (and/or its Affiliate) if, at the time such investment is made, (i) equity Investments existing on the General Partner reasonably believes (with the approval of the Advisory Board) that Aggregate Commitments will increase prior to the Final Closing Date to an amount whereby such investment shall cease to be in Subsidiaries excess of 15% of Aggregate Commitments or (ii) the General Partner intends to syndicate the portion of such investment that is in excess of 15% of Aggregate Commitments to Limited Partners and/or Parallel Fund Limited Partners or otherwise. In the event Aggregate Commitments are not able to be increased or the General Partner is not able to syndicate the excess portion within six (6) months of the date such investment is made, the limitations set forth in this Section 6.6(b) shall apply without clause (i) or (ii) of the proviso, as applicable, until (x) Aggregate Commitments are sufficiently increased or (y) the General Partner is able to fully syndicate such excess portion, as applicable. (c) Except as contemplated by Section 3.1(j), net cash proceeds from the sale of Portfolio Company securities shall not be reinvested by the Partnership in Portfolio Company securities; provided that the General Partner may deem, at its sole election, all or any portion of such net cash proceeds, Short-Term Investment Income, Bridge or Development Financing Income or Current Income as having been distributed to the Partners and simultaneously returned pursuant to Section 3.1 to the Partnership as Loan Advances pursuant to the Partners’ Commitments, but only to the extent that the General Partner could have made calls for such Loan Advances pursuant to Section 3.1. (d) Subject to the prior approval of the Advisory Board, the Partnership shall not directly invest in, or assist in financing a tender offer for, any entity if such investment or tender offer is actively opposed by such entity’s board of directors or other governing body at the time of such Investment. (e) The Partnership shall not invest in any blind-pool investment fund. (f) The Partnership shall not at any point in time, without Advisory Board approval, directly invest in publicly traded securities (not including private placements of public company securities, securities that were not publicly traded at the time of such Investment, securities purchased in connection with, or in anticipation of, acquiring (alone or with an investor group) influence over a public company, securities in which the Partnership is permitted to invest pursuant to Section 6.6(l), securities of an existing on Portfolio Company and Short-Term Investments) with a cost exceeding 10% of the Closing DatePartners’ aggregate Commitments (measured as of the date any such Investment is to be made). (g) The Partnership shall not invest an amount greater than 20% of the Partners’ aggregate Commitments in Portfolio Companies primarily located in any of, respectively, (i) the United States, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 11.3, Poland or (iii) equity Investments made after Bulgaria, Croatia, Greece, Hungary, Montenegro, Romania and Serbia. For the Closing Date avoidance of doubt, the limit of 20% of the Partners’ aggregate Commitments shall apply separately (and not in Subsidiary Guarantorsaggregate) to each of clauses (i), (ivii) Investments made after and (iii) of this Section 6.6(g) and, further, does not apply with respect to the Closing Date Parallel Fund. (h) The Partnership shall have invested or committed for investment by the Borrower end of the Investment Period at least (i) 60% of the Partners’ aggregate Commitments in Portfolio Companies primarily located in or with substantial operations in the General Partner European Union and (ii) 80% of the Partners’ aggregate Commitments in Portfolio Companies primarily located in or with substantial operations in the Target Jurisdictions. (i) The Partnership and the Parallel Fund shall not, without Advisory Board approval, purchase securities of any Portfolio Company in any Subsidiary Guarantorjurisdiction if the aggregate cost of all such securities then held by the Partnership and the Parallel Fund in such jurisdiction (as determined by the jurisdiction of organization and/or principal place of business and headquarters of the Portfolio Company to which such security relates) would exceed 40% of Aggregate Commitments (measured as of the date any such Investment is to be made). (j) The Partnership shall have invested or committed for investment by the end of the Investment Period at least 60% of the Partners’ aggregate Commitments in portfolio companies that are Greenfield Projects. The Partnership and the Parallel Fund shall have invested or committed for investment by the end of the Investment Period at least 40% of Aggregate Commitments in CEE Portfolio Companies. (k) The Partnership and the Parallel Fund shall not have invested or committed for investment by the end of the Investment Period more than 30% of Aggregate Commitments (or a greater percentage with Advisory Board approval) in deals originated by the in-house development team (which is a Taaleri Person and an Affiliate of the Manager). (l) The Partnership shall not directly make any investments in uncovered options, and futures contracts, or other derivative securities other than to hedge non-Euro currency or interest rate exposure or to otherwise protect, hedge or enhance an existing or prospective investment in an existing or prospective Portfolio Company. For the avoidance of doubt, any existing Portfolio Company may make any of the investments set out in this Section 6.6(l). (vm) Investments by a Subsidiary Guarantor Notwithstanding any other provision in this Agreement to the Borrowercontrary, the General Partner and the Manager shall ensure that, as at the date a relevant Investment is made, the Partnership does not transact any activity or any other Subsidiary Guarantor; (b) Investments invest in cash and Cash Equivalents; (c) [Intentionally Omitted]; (d) deposits made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 11.2; (e) Hedge Agreements permitted pursuant to Section 11.1; (f) purchases of assets in the ordinary course of business; (g) Investments in the form of Permitted Acquisitions; (h) Investments (x) in the form of loans and advances to employees in the ordinary course of business, which, in the aggregate, do not exceed at any time $1,000,000, (y) arising out of extensions of trade credit or advances to third parties in the ordinary course of business and (z) acquired by reason of the exercise of customary creditors’ rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtor;through: (i) Investments subject to clause (ii) below, a jurisdiction classified by any Lead Organisation as being weakly regulated and/or weakly supervised and/or non-transparent and/or uncooperative or any equivalent classification used by any Lead Organisation, in the form connection with activities such as money laundering, financing of Indebtedness permitted pursuant to Section 11.1(h);terrorism, tax fraud and tax evasion or harmful tax practices; and/or (jii) Investments a jurisdiction that is blacklisted by any Lead Organisation in any Non-Guarantor Subsidiary in an aggregate amount not to exceed at any time $15,000,000;connection with such activities. (kn) Guaranty Obligations (xNotwithstanding any other provision in this Agreement to the contrary, including, but not limited to, Section 6.6(m)(i) permitted pursuant to Section 11.1 or (y) constituting an obligationabove, warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made in the ordinary course of business; (l) Investments in joint ventures; provided, that the aggregate amount of all such Investments shall not at any time exceed the greater of Partnership (i) 5% may invest directly (or, to the extent only that any intermediate investment vehicle is located in a jurisdiction which is white-listed by the Lead Organisations, indirectly) in a Portfolio Company incorporated in one of Consolidated Net Tangible Assets the jurisdictions of the European Union, provided that the project is physically implemented in that same jurisdiction in the European Union; and (ii) shall not be prevented from transacting any activity through or investing in or through Serbia or Bosnia solely due to Serbia’s and Bosnia’s inclusion on the FATF’s list of jurisdictions that have strategic AML/CFT deficiencies for which they have developed an action plan with the FATF. (o) The Partnership shall not incur, without Advisory Board approval, Partnership Expenses with respect to (i) any single contractor in relation to (A) engineering, procurement and construction services, (B) operations & maintenance services, (C) offtake arrangements and (D) power plant technology suppliers, or (ii) $20,000,000; and (m) other additional Investments not otherwise permitted pursuant to this Section not exceeding the greater any single project financing bank, in excess of (i) 560% of Consolidated Net Tangible Assets or (ii) $20,000,000 aggregate Commitments invested in such projects over the aggregate. For purposes life of determining the amount of any Investment outstanding for purposes of this Section 11.3, such amount shall be deemed to be the amount of such Investment determined in accordance with GAAPPartnership.

Limitations on Investments. PurchaseCreate, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, incur any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) except: (a) Investment other than (i) equity Investments existing on as part of the Closing Date in Subsidiaries existing on the Closing DateSpecial Production Tranche, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 11.3, (iii) equity Investments made after the Closing Date in Subsidiary Guarantors, (iv) Investments made after the Closing Date by the Borrower or the General Partner in any Subsidiary Guarantor, and (v) Investments by a Subsidiary Guarantor in the Borrower, the General Partner or any other Subsidiary Guarantor; (b) Investments in cash and Cash Equivalents; (c) [Intentionally Omitted]; (d) deposits made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 11.2; (e) Hedge Agreements permitted pursuant to Section 11.1; (f) purchases of assets acquire Product in the ordinary course of business; , (giii) nominal investments in Special Purpose Producers, (iv) purchase of Cash Equivalents, (v) inter-company advances among Credit Parties (provided that the aggregate amount of inter-company advances made in reliance on this clause (v) by Credit Parties which are not Controlled Foreign Subsidiaries to Credit Parties which are Controlled Foreign Subsidiaries shall not exceed U.S.$20,000,000 at any one time outstanding), (vi) Investments as of the Closing Date set forth on Schedule 6.4, (vii) Guarantees permitted pursuant to Section 6.3, (viii) equity Investments of any Credit Party in its existing Subsidiaries that are Credit Parties (other than any Controlled Foreign Subsidiary) and the form creation of Permitted Acquisitions; and Investments in new Subsidiaries in accordance with the provisions hereof, (hix) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers, customers or other debtors or in settlement of delinquent obligations arising in the ordinary course of business, (x) in the form of loans and or advances to employees in the ordinary course of businessbusiness (such as travel advances), which(xi) promissory notes or other debt obligations received in connection with asset dispositions permitted hereunder, (xii) Investments in connection with co-productions, co-ventures, and other co-financing arrangements otherwise permissible hereunder, (xiii) loans or other advances to officers or employees of the Credit Parties for the purpose of purchasing Equity Interests in the Credit Parties in an amount not to exceed U.S.$1,000,000 in the aggregate, (xiv) Investments made by issuing new capital stock or by using the proceeds of such newly issued capital stock within a reasonable period following the issuance of such capital stock, (xv) the purchase of call options to hedge the Borrowers’ exposure in connection with the issuance of the Convertible Senior Subordinated Notes which call options are to be settled on a net basis, (xvi) Investments of up to U.S.$50,000,000 in the aggregate in a limited partnership or limited liability company sponsored and/or managed by a Credit Party for the purpose of acquiring, administering and licensing music and publishing rights, (xvii) loans made by MQP to Services Companies in connection with any tax credits pursuant to the SGF Co-Financing Arrangement, (xviii) loans made by LGEI to NextPoint, Inc. in an amount at any time no greater than U.S.$10,000,000, (xix) other Investments after the Closing Date (including (A) Investments in Unrestricted Subsidiaries other than Mandate and the [REDACTED] and (B) inter-company advances and other Investments by Credit Parties which are not Controlled Foreign Subsidiaries to Credit Parties which are Controlled Foreign Subsidiaries which are not otherwise permitted by any other clause of this Section 6.4) in an amount, which together with all permitted payments under Section 6.5(vii) hereof, shall not exceed, in the aggregate, do not exceed at the sum of 25% of Eligible Library Amount plus 50% of the Net Cash Proceeds from the issuance of any time $1,000,000new Equity Interests (other than Equity Interests used to make any Investment pursuant to clause (xiv) of this Section 6.4) or convertible Indebtedness issued after the Closing Date and within the preceding 12 months period (provided that no Default or Event of Default shall be continuing after giving effect on a pro forma basis to any such Investment), (y) arising out of extensions of trade credit or advances to third parties in the ordinary course of business and (z) acquired by reason of the exercise of customary creditors’ rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtor; (ixx) Investments in the form of Indebtedness permitted pursuant to Section 11.1(h); (j) Investments in any Non-Guarantor Subsidiary Mandate in an aggregate amount not to exceed exceed, together with any guarantees of obligations of Mandate permitted under Section 6.3 (vii), U.S.$50,000,000 at any one time $15,000,000; outstanding, (kxxi) Guaranty Obligations with respect to [REDACTED], (xxxii) permitted pursuant investment in the [REDACTED] not to Section 11.1 or exceed U.S.$40,000,000 (y) constituting an obligation, warranty or indemnity, not guaranteeing Indebtedness exclusive of any Personguarantee permitted hereunder), which is undertaken and (xxiii) the contribution by LGEI and/or the other Credit Parties to SlateCo of receivables due or made in the ordinary course to become due from [REDACTED] or a replacement of business; (l) Investments in joint ventures; provided, that the aggregate any such party not to exceed a face amount of all such Investments shall not at any time exceed the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000; and (m) other additional Investments not otherwise permitted pursuant to this Section not exceeding the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000 in the aggregate. For purposes of determining the amount of any Investment outstanding for purposes of this Section 11.3, such amount shall be deemed to be the amount of such Investment determined in accordance with GAAPU.S.$150,000,000.

Limitations on Investments. PurchaseCreate, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, incur any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) except: (a) -------------------------- Investment other than (i) equity Investments existing on as part of the Closing Date in Subsidiaries existing on the Closing DateSpecial Production Tranche, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 11.3, (iii) equity Investments made after the Closing Date in Subsidiary Guarantors, (iv) Investments made after the Closing Date by the Borrower or the General Partner in any Subsidiary Guarantor, and (v) Investments by a Subsidiary Guarantor in the Borrower, the General Partner or any other Subsidiary Guarantor; (b) Investments in cash and Cash Equivalents; (c) [Intentionally Omitted]; (d) deposits made to acquire Product in the ordinary course of business to secure the performance extent otherwise permitted under Section 6.23 and the other provisions hereof, (iii) nominal investments in Special Purpose Producers, (iv) purchase of leases Cash Equivalents, (v) inter-company advances among Credit Parties (other than advances to the Parent or Holdings by the Borrower or any other obligations Subsidiary of the Parent), (vi) Investments as permitted by Section 11.2; of the Closing Date set forth on Schedule 6.4, (evii) Hedge Agreements guarantees permitted pursuant to Section 11.1; 6.3, (fviii) purchases Investments of assets any Credit Party in its existing Subsidiaries that are Credit Parties and the acquisition or creation of new Subsidiaries in accordance with Section 6.24 hereof, (ix) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers, customers or other debtors or in settlement of delinquent obligations arising in the ordinary course of business; (g) Investments in the form of Permitted Acquisitions; (h) Investments , (x) in the form of loans and or advances to employees in the ordinary course of businessbusiness (such as travel advances), which(xi) promissory notes or other debt obligations received in connection with asset dispositions permitted hereunder, in (xii) other loans to management employees of Credit Parties, provided that, the aggregate, do aggregate principal -------- ---- balance of all such loans does not exceed $1,500,000 at any time $1,000,000time, (yxiii) arising out of extensions of trade credit or intercompany advances to third parties in Parent and/or Holdings, the ordinary course proceeds of business which were used to repurchase, redeem or otherwise retire the Parent's Increasing Rate Notes and (z) acquired its common and preferred stock, options and warrants existing on July 9, 1997 and to pay out-of-pocket expenses, fees and other costs of Parent, Holdings or any Xxxx Related Party, any Lender or Canyon associated with the transactions contemplated by reason of the exercise of customary creditors’ rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtor; (i) Investments in the form of Indebtedness permitted pursuant to Section 11.1(h); (j) Investments in any Non-Guarantor Subsidiary Merger Agreement in an aggregate amount not to exceed at any time $15,000,000; 125,000,000 or for management loans to employees permitted hereunder, (k) Guaranty Obligations (x) permitted pursuant to Section 11.1 or (y) constituting an obligation, warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made in the ordinary course of business; (lxiv) Investments in joint ventures; providedventures not to exceed $2,000,000 at any time, that (xv) Investments in connection with co-production otherwise permissible hereunder, (xvi) advances in connection with the acquisition or distribution of Product and (xvii) other Investments not to exceed $1,000,000 in the aggregate amount of all such Investments shall not outstanding at any time exceed the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000; and (m) other additional Investments not otherwise permitted pursuant to this Section not exceeding the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000 in the aggregate. For purposes of determining the amount of any Investment outstanding for purposes of this Section 11.3, such amount shall be deemed to be the amount of such Investment determined in accordance with GAAPtime.

Limitations on Investments. PurchaseNo Loan Party shall, own, invest in or otherwise acquirenor shall it permit any Domestic Subsidiary to, directly or indirectly, make or agree to make, any Capital Stock, interests in any partnership or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever Investment in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) except: (a) (i) equity Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 11.3, 10.3; (iiib) equity Investments (i) made after the Closing Date in Subsidiary Guarantors, (iv) Investments made after the Closing Date by the Borrower to or the General Partner in any Subsidiary Guarantor, Loan Party and (vii) Investments by a Subsidiary Guarantor Non-Loan Parties in the Borrower, the General Partner or any other Subsidiary GuarantorNon-Loan Parties; (bc) Investments in cash and Cash Equivalents; (cd) [Intentionally Omitted]Investments in the form of Capital Expenditures not prohibited by the terms of this Agreement; (de) deposits made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 11.210.2; (ef) Hedge Agreements permitted pursuant to Section 11.1; (f) purchases of assets in the ordinary course of business10.1; (g) Investments in the form of Permitted Acquisitions; (h) Investments (x) in the form of loans and advances to employees in the ordinary course of business, which, in ; (i) (x) guaranties of the aggregate, do not exceed at any time $1,000,000, Loan Parties and their Domestic Subsidiaries permitted pursuant to Section 10.1 and (y) unsecured guaranties of the Loan Parties and their Domestic Subsidiaries of obligations of Non-Loan Parties in respect of accounts payable and operating leases; (j) stock or obligations issued to any Loan Party by any Person (or the representative of such Person) in respect of Indebtedness of such Person owing to such Loan Party in connection with the insolvency, bankruptcy, receivership or reorganization of such Person or a composition or readjustment of the debts of such Person; (k) Investments arising out of the receipt by any Loan Party or any Domestic Subsidiary of non-cash consideration for the sale or other disposition of assets permitted under Section 10.5; (l) Investments represented by guarantees by the Company or any of its Subsidiaries of operating leases or of other obligations that do not constitute Indebtedness, in each case, entered into in the ordinary course of business; (m) extensions of trade credit or advances to third parties in the ordinary course of business and (z) acquired by reason of the exercise of consistent with customary creditors’ rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtorcredit practices and policies; (in) Investments in the form of Indebtedness permitted pursuant to Section 11.1(h10.1(f); (jo) Investments of a Person existing at the time such Person becomes a Subsidiary pursuant to a Permitted Acquisition so long as such Investments were not made in any Non-Guarantor Subsidiary connection with, or in an aggregate amount not to exceed at any time $15,000,000contemplation of, such Person becoming a Subsidiary; (kp) Guaranty Obligations Investments by Loan Parties to or in Non-Loan Parties made by such Loan Party in connection with the funding of a Permitted Acquisition or an Acquisition by a Foreign Subsidiary; provided that: (xi) if the Investment includes the incurrence or assumption of Indebtedness permitted pursuant to Section 11.1 10.1, consists of Capital Stock of the Company or (y) constituting an obligation, warranty or indemnity, not guaranteeing Indebtedness is funded from the proceeds of any Personissuance of Capital Stock of the Company (or a combination thereof), which is undertaken or made in then (A) both 30-Day Excess Availability and Excess Availability on the ordinary course date of business; (l) Investments in joint ventures; provided, that the aggregate amount of all such Investments Investment shall not at be less than $150,000,000 and (B) such Investment shall not be funded, in whole or in part, from the proceeds of any time exceed the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000Loan hereunder; and (mii) if the Investment is provided from any source not described in the preceding clause (i), then immediately before and after making such Investment, either (A) both 30-Day Excess Availability and Excess Availability on the date of such Investment (calculated on a pro forma basis to include the borrowing of any Loans used to finance such Investment) shall not be less than $300,000,000 or (B) (1) both 30-Day Excess Availability and Excess Availability on the date of such Investment (calculated on a pro forma basis to include the borrowing of any Loans used to finance such Investment) shall not be less than twenty-five percent (25%) of the Aggregate Commitment and (2) the Company shall have a Fixed Charge Coverage Ratio equal to or greater than 1.10 to 1.00 (calculated for the fiscal month most recently ended prior to the making of such Investment for which financial statements have been delivered pursuant to Section 9.5, on a pro forma basis after making such Investment); (q) Investments by Loan Parties to or in Non-Loan Parties and other additional Investments not otherwise permitted pursuant to this Section not exceeding 10.3; provided that at the greater of time any such Investment is made and immediately after giving effect thereto (i) 5% no Default or Event of Consolidated Net Tangible Assets Default shall have occurred and be continuing or would result therefrom, (ii) if both 30-Day Excess Availability and Excess Availability on the date of such Investment (calculated on a pro forma basis to include the borrowing of any Loans used to finance such Investment) are greater than or equal to $20,000,000 300,000,000, then this clause (q) shall not limit such Investment, (iii) if either 30-Day Excess Availability or Excess Availability on the date of such Investment (calculated on a pro forma basis to include the borrowing of any Loans used to finance such Investment) is less than $300,000,000, but both are greater than or equal to $150,000,000, then such Investment shall not cause the aggregate amount of all Investments outstanding pursuant to this clause (q) to exceed $50,000,000 and (iv) if either 30-Day Excess Availability or Excess Availability on the date of such Investment (calculated on a pro forma basis to include the borrowing of any Loans used to finance such Investment) is less than $150,000,000, then such Investment shall not be permitted pursuant to this clause (q). For the avoidance of doubt, the restrictions set forth above shall not prohibit or require a reduction of outstanding Investments that were permitted to be made by this clause (q) at the time such Investments were made; and (r) Investments by Loan Parties to or in Non-Loan Parties made or received in connection with the aggregatetransfer of the Capital Stock of Dal-Tile Mexico S.A. de C.V. and/or Dal-Tile of Canada Inc. to a Non-Loan Party; including, without limitation, an Investment received by the Company in exchange for its Capital Stock which Capital Stock is used as consideration for such transfer. For purposes of determining the amount of any Investment outstanding for purposes of this Section 11.310.3, such amount shall be deemed to be the amount of such Investment determined when made, purchased or acquired less any amount realized in accordance with GAAPrespect of such Investment upon the sale, collection or return of capital (not to exceed the original amount invested).

Limitations on Investments. Purchase, own, invest in Make or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Personpermit to exist, or permit any Restricted Subsidiary to make or permit to exist, directly or indirectlyany Investment, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) exceptother than Investments which are: (a) (i) equity Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 11.3, (iii) equity Investments made after the Closing Date in Subsidiary Guarantors, (iv) Investments made after the Closing Date by the Borrower or the General Partner in any Subsidiary Guarantor, and (v) Investments by a Subsidiary Guarantor in the Borrower, the General Partner or any other Subsidiary Guarantor; (b) Investments in cash and Cash Equivalents; (cb) [Intentionally Omitted]; (d) deposits made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 11.2; (e) Hedge Agreements permitted pursuant to Section 11.1; (f) purchases of current assets generated in the ordinary course of business; (gc) Investments in the form of Permitted Acquisitions; (h) Investments (x) in the form of loans and advances to employees in the ordinary course of businessaccounts receivable created, which, in the aggregate, do not exceed at any time $1,000,000, (y) arising out of extensions of trade credit acquired or advances to third parties made in the ordinary course of business and (z) acquired by reason of the exercise of payable or dischargeable in accordance with customary creditors’ rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtortrade terms; (id) Investments consisting of capital stock, obligations, securities or other property received in settlement of accounts receivable (created in the form ordinary course of Indebtedness permitted pursuant to Section 11.1(h)business) from bankrupt obligors; (je) Investments in any Non-Guarantor Subsidiary in an aggregate amount not advances to exceed at any time $15,000,000; (k) Guaranty Obligations (x) permitted pursuant to Section 11.1 or (y) constituting an obligationemployees for moving and travel expenses, warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made drawing accounts and similar expenditures in the ordinary course of business; (f) advances or loans to directors, officers and employees that do not exceed $25,000,000 in the aggregate at any one time outstanding; (g) advances or loans to customers and suppliers in the ordinary course of business in an aggregate amount consistent with the past practice of the Person making such advance or loan; (h) loans to shareholders intended to constitute dividends on, or payment on account of, any capital stock; (i) Investments or Support Obligations by the Borrower and its Restricted Subsidiaries existing on the Effective Date; (j) Investments by the Borrower or its Restricted Subsidiaries in the Borrower or any other Subsidiary (provided that such Investment would not otherwise constitute a breach of Section 8.08); (k) Support Obligations of the Borrower or its Restricted Subsidiaries for the benefit of the Borrower or any other Subsidiary; (l) acquisitions permitted by Section 8.08 and Investments consisting of capital stock, obligations, securities or other property received in connection with any merger, sale or other combination permitted by Section 8.03; (m) Investments in joint venturesconnection with the management of Pension Plans and other benefit plans of the Borrower and its Subsidiaries (including without limitation The Pittston Company Employee Welfare Benefit Trust); (n) Hedging Agreements permitted by Section 8.06; (o) advances or loans to any Person with respect to the deferred purchase price of property, services or other assets in dispositions permitted by Section 8.03; provided, that and (p) Investments of a nature not contemplated in the foregoing subsections (a) through (o) in an aggregate amount of all such Investments shall not at any time to exceed the greater of (i) 510% of Consolidated Net Tangible Assets or (ii) $20,000,000; and (m) other additional Investments not otherwise permitted pursuant to this Section not exceeding Worth as of the greater end of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000 in the aggregate. For purposes of determining the amount of any Investment outstanding Fiscal Year most recently ended for purposes of this Section 11.3, such amount shall be deemed to be the amount of such Investment determined in accordance with GAAPwhich audited financial statements are available.

Limitations on Investments. Purchase, own, invest in Make or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Personpermit to exist, or permit any Restricted Subsidiary to make or permit to exist, directly or indirectlyany Investment, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) exceptother than Investments which are: (a) (i) equity Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 11.3, (iii) equity Investments made after the Closing Date in Subsidiary Guarantors, (iv) Investments made after the Closing Date by the Borrower or the General Partner in any Subsidiary Guarantor, and (v) Investments by a Subsidiary Guarantor in the Borrower, the General Partner or any other Subsidiary Guarantor; (b) Investments in cash and Cash Equivalents; (cii) [Intentionally Omitted]; (d) deposits made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 11.2; (e) Hedge Agreements permitted pursuant to Section 11.1; (f) purchases of current assets generated in the ordinary course of business; (giii) Investments in the form of Permitted Acquisitions; (h) Investments (x) in the form of loans and advances to employees in the ordinary course of businessaccounts receivable created, which, in the aggregate, do not exceed at any time $1,000,000, (y) arising out of extensions of trade credit acquired or advances to third parties made in the ordinary course of business and (z) acquired by reason of the exercise of payable or dischargeable in accordance with customary creditors’ rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtortrade terms; (iiv) Investments consisting of capital stock, obligations, securities or other property received in settlement of accounts receivable (created in the form ordinary course of Indebtedness permitted pursuant to Section 11.1(h)business) from bankrupt obligors; (jv) Investments in any Non-Guarantor Subsidiary in an aggregate amount not advances to exceed at any time $15,000,000; (k) Guaranty Obligations (x) permitted pursuant to Section 11.1 or (y) constituting an obligationemployees for moving and travel expenses, warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made drawing accounts and similar expenditures in the ordinary course of business; (lvi) advances or loans to directors, officers and employees that do not exceed $25,000,000 in the aggregate at any one time outstanding; (vii) advances or loans to customers and suppliers in the ordinary course of business in an aggregate amount consistent with the past practice of the Person making such advance or loan; (viii) loans to shareholders intended to constitute dividends on, or payment on account of, any capital stock; (ix) Investments or Support Obligations by Applicant and its Restricted Subsidiaries existing on the date hereof; (x) Investments by Applicant or its Restricted Subsidiaries in Applicant or any other Subsidiary (provided that such Investment would not otherwise constitute a breach of Section 17(h); (xi) Support Obligations of Applicant or its Restricted Subsidiaries for the benefit of Applicant or any other Subsidiary; (xii) acquisitions permitted by Section 17(h) and Investments consisting of capital stock, obligations, securities or other property received in connection with any merger or sale permitted by Section 17(c); (xiii) Investments in joint venturesconnection with the management of Pension Plans and other benefit plans of Applicant and its Subsidiaries (including without limitation The Pittston Company Employee Welfare Benefit Trust); (xiv) Hedging Agreements permitted by Section 17(f); (xv) advances or loans to any Person with respect to the deferred purchase price of property, services or other assets in dispositions permitted by Section 17(c); provided, that and (xvi) Investments of a nature not contemplated in the aggregate amount of all such Investments shall not at any time exceed the greater of foregoing subsections (i) 5through (xv) in an aggregate amount not to exceed 10% of Consolidated Net Tangible Assets or (ii) $20,000,000; and (m) other additional Investments not otherwise permitted pursuant to this Section not exceeding Worth as of the greater end of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000 in the aggregate. For purposes of determining the amount of any Investment outstanding Fiscal Year most recently ended for purposes of this Section 11.3, such amount shall be deemed to be the amount of such Investment determined in accordance with GAAPwhich audited financial statements are available.

Limitations on Investments. Purchase, own, invest Make any Investment in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoingincluding any Investment by JLG in any of its Subsidiaries), “Investments”) except: (a) Investments by Borrowers in other Borrowers and in Wholly-Owned Subsidiaries (iincluding without limitation Monetization Subsidiaries) equity and Investments existing on by Subsidiaries in Wholly-Owned Subsidiaries (including without limitation Monetization Subsidiaries) and in Borrowers, not otherwise permitted by this Section 10.4 (including without limitation the Closing Date contribution of equipment and related assets or Monetization Assets between Borrowers in connection with Customer Financing transactions or Monetization Transactions); provided, however, that Investments in all non-Borrower Subsidiaries, other than Monetization Subsidiaries, by Borrowers shall not exceed twenty percent (20%) of Adjusted Net Worth; provided, further, that Investments in Monetization Subsidiaries existing on the Closing Date, (ii) Investments existing on the Closing Date (other than Investments Monetization Subsidiaries formed in Subsidiaries existing on connection with a sale or discount of accounts receivable permitted under Section 10.6(d)) shall be limited to twenty-five percent (25%) of the Closing Date) and described on Schedule 11.3, (iii) equity Investments made after fair market value of the Closing Date in Subsidiary Guarantors, (iv) Investments made after the Closing Date by the Borrower or the General Partner in any Subsidiary Guarantor, and (v) Investments by a Subsidiary Guarantor in the Borrower, the General Partner or any other Subsidiary GuarantorMonetization Assets transferred to such Monetization Subsidiary; (b) Investments in cash (i) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency thereof maturing within 120 days from the date of acquisition thereof, (ii) commercial paper maturing no more than 120 days from the date of creation thereof and Cash Equivalentscurrently having the highest rating obtainable from either Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. or Moody's Investors Service, Inc., (iii) xxxxxxxxxxes of deposit maturixx xx xore than 120 days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States of America, each having combined capital, surplus and undivided profits of not less than $500,000,000 and having a rating of A or better by a nationally recognized rating agency; provided, that the aggregate amount invested in such certificates of deposit shall not at any time exceed $5,000,000 for any one such certificate of deposit and $10,000,000 for any one such bank, (iv) time deposits maturing no more than 30 days from the date of creation thereof with commercial banks or savings banks or savings and loan associations each having membership either in the FDIC or the deposits of which are insured by the FDIC and in amounts not exceeding the maximum amounts of insurance thereunder, (v) United States Treasury Department securities, (vi) banker's acceptances, (vii) corporate debt instruments having a rating of A or better by a nationally recognized rating agency, (viii) repurchase agreements that are secured by collateral having a value of 102% of such repurchase agreement, where such collateral is held by a third party custodian or (ix) money market funds; (c) [Intentionally Omitted]Investments by a Borrower or any Subsidiary in the form of acquisitions of all or substantially all of the business or a line of business (whether by the acquisition of capital stock, assets or any combination thereof) of any other Person, provided, that: (i) in the case of any acquisition with respect to which the purchase price to be paid by the Borrower or any Subsidiary is in excess of $20,000,000, at least ten (10) Business Days prior to the consummation of such acquisition, JLG delivers to Administrative Agent one (1) year of historical financial information for the entity to be acquired and a certificate of the chief financial officer, a treasurer or any assistant treasurer of JLG demonstrating compliance with (and showing the calculations of) each of the financial covenants set forth in Article IX: (x) as of the end of the fiscal quarter immediately preceding the closing of such acquisition, after giving pro forma effect in accordance with Regulation S-X promulgated by the Securities Exchange Commission, as in effect from time to time, to such acquisition as though the closing had occurred on the last day of such fiscal quarter and (y) on a projected basis for the fiscal year following the acquisition, after giving pro forma effect in accordance with Regulation S-X promulgated by the Securities Exchange Commission, as in effect from time to time, to such acquisition as though the closing had occurred on the last day of the fiscal quarter immediately preceding the closing of such acquisition; (ii) there is no Event of Default or Default hereunder at the time of such acquisition or Investment or which would be caused by such acquisition or Investment; and (iii) such business or line of business is in substantially the same fields as the businesses conducted on the Closing Date and in lines of business reasonably related thereto; (d) deposits made (i) Investments in joint ventures, (ii) Investments in customers, not including Customer Financings, in order to facilitate sales of goods or services to such customers and (iii) other Investments not to exceed $15,000,000 at any time outstanding; so long as the ordinary course aggregate outstanding amount of business to secure the performance foregoing, plus the outstanding amount of leases or Guaranty Obligations (other obligations as permitted by Section 11.2;than MOSAs) of the Borrowers and their Subsidiaries, does not exceed ten percent (10%) of Adjusted Net Worth. (e) Hedge Customer Financings; provided, that, to the extent permitted by Section 8.19 hereof: (i) the Customer Financing Value of all Customer Financings outstanding at any time (other than Customer Financings in connection with AFS Financing Agreements), shall not exceed Fifteen Million Dollars ($15,000,000) at any time and (ii) the Customer Financing Value of all AFS Financing Agreements permitted pursuant to Section 11.1outstanding at any time shall not exceed One Hundred and Fifty Million Dollars ($150,000,000); (f) purchases extensions of assets trade credit in the ordinary course of business; (g) Investments in the form of Permitted Acquisitions; (h) Investments (x) in the form of loans and advances to officers, directors and employees of any of the Borrowers or their respective Subsidiaries in the ordinary course of business, whichincluding without limitation, in the aggregatefor travel, do not exceed at any time $1,000,000entertainment, moving and other relocation expenses; (yh) arising out of extensions of trade credit or advances to third parties in the ordinary course of business and (z) acquired by reason Investments received as a result of the exercise of customary creditors’ rights upon default or pursuant to the bankruptcy, insolvency bankruptcy or reorganization of a debtorany Person or taken in settlement of or other resolution of claims or disputes, and, in each case, extensions, modifications and renewals thereof; (i) Investments in made by the form Borrowers as a result of Indebtedness non-cash consideration for dispositions permitted pursuant to under Section 11.1(h);10.6; and (j) Investments in any Non-Guarantor Subsidiary in an aggregate amount not to exceed at any time $15,000,000; (k) Guaranty Obligations (x) permitted pursuant to Section 11.1 or (y) constituting an obligation, warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made in the ordinary course of business; (l) Investments in joint ventures; provided, that the aggregate amount of all such Investments shall not at any time exceed the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000; and (m) other additional Investments not otherwise permitted by this Section 10.4 which are described on Schedule 10.4; and any extension, modification or renewal of any Investments listed on Schedule 10.4, excluding Investments involving additional advances, contributions or other increases thereof, other than as a result of the accrual or accretion of interest or original issue discount or payment-in-kind pursuant to this Section not exceeding the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000 in the aggregate. For purposes of determining the amount of any Investment outstanding for purposes of this Section 11.3, such amount shall be deemed to be the amount terms of such Investment determined in accordance with GAAPas of the Effective Date.

Limitations on Investments. Purchase, own, invest in Make or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Personpermit to exist, or permit any Restricted Subsidiary to make or permit to exist, directly or indirectlyany Investment, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) exceptother than Investments which are: (a) (i) equity Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 11.3, (iii) equity Investments made after the Closing Date in Subsidiary Guarantors, (iv) Investments made after the Closing Date by the Borrower or the General Partner in any Subsidiary Guarantor, and (v) Investments by a Subsidiary Guarantor in the Borrower, the General Partner or any other Subsidiary Guarantor; (b) Investments in cash and Cash Equivalents; (cb) [Intentionally Omitted]; (d) deposits made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 11.2; (e) Hedge Agreements permitted pursuant to Section 11.1; (f) purchases of current assets generated in the ordinary course of business; (gc) Investments in the form of Permitted Acquisitions; (h) Investments (x) in the form of loans and advances to employees in the ordinary course of businessaccounts receivable created, which, in the aggregate, do not exceed at any time $1,000,000, (y) arising out of extensions of trade credit acquired or advances to third parties made in the ordinary course of business and (z) acquired by reason of the exercise of payable or dischargeable in accordance with customary creditors’ rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtortrade terms; (id) Investments consisting of capital stock, obligations, securities or other property received in settlement of accounts receivable (created in the form ordinary course of Indebtedness permitted pursuant to Section 11.1(h)business) from bankrupt obligors; (je) Investments in any Non-Guarantor Subsidiary in an aggregate amount not advances to exceed at any time $15,000,000; (k) Guaranty Obligations (x) permitted pursuant to Section 11.1 or (y) constituting an obligationemployees for moving and travel expenses, warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made drawing accounts and similar expenditures in the ordinary course of business; (f) advances or loans to directors, officers and employees that do not exceed $25,000,000 in the aggregate at any one time outstanding; (g) advances or loans to customers and suppliers in the ordinary course of business in an aggregate amount consistent with the past practice of the Person making such advance or loan; (h) loans to shareholders intended to constitute dividends on, or payment on account of, any capital stock; (i) Investments or Support Obligations by the Borrower and its Restricted Subsidiaries existing on the Closing Date; (j) Investments by the Borrower or its Restricted Subsidiaries in any Credit Party or any other Subsidiary (provided that such Investment would not otherwise constitute a breach of Section 9.8); (k) Support Obligations of the Borrower or its Restricted Subsidiaries for the benefit of any Credit Party or any other Subsidiary; (l) acquisitions permitted by Section 9.8; (m) Investments in joint venturesconnection with the management of Pension Plans and other benefit plans of the Borrower and its Subsidiaries (including without limitation The Pittston Company Employee Welfare Benefit Trust); (n) Hedging Agreements permitted by Section 9.6; provided, that and (o) Investments of a nature not contemplated in the aggregate foregoing subsections in an amount of all such Investments shall not at any time to exceed the greater of (i) 510% of Consolidated Net Tangible Assets or (ii) $20,000,000; and (m) other additional Investments not otherwise permitted pursuant to this Section not exceeding the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000 in the aggregate. For purposes of determining the amount of any Investment outstanding for purposes of this Section 11.3, such amount shall be deemed to be the amount of such Investment determined in accordance with GAAPWorth.

Limitations on Investments. Purchase, own, invest in Make or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Personpermit to exist, or permit any Restricted Subsidiary to make or permit to exist, directly or indirectlyany Investment, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) exceptother than Investments which are: (a) (i) equity Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 11.3, (iii) equity Investments made after the Closing Date in Subsidiary Guarantors, (iv) Investments made after the Closing Date by the Borrower or the General Partner in any Subsidiary Guarantor, and (v) Investments by a Subsidiary Guarantor in the Borrower, the General Partner or any other Subsidiary Guarantor; (b) Investments in cash and Cash Equivalents; (cb) [Intentionally Omitted]; (d) deposits made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 11.2; (e) Hedge Agreements permitted pursuant to Section 11.1; (f) purchases of current assets generated in the ordinary course of business; (gc) Investments in the form of Permitted Acquisitions; (h) Investments (x) in the form of loans and advances to employees in the ordinary course of businessaccounts receivable created, which, in the aggregate, do not exceed at any time $1,000,000, (y) arising out of extensions of trade credit acquired or advances to third parties made in the ordinary course of business and (z) acquired by reason of the exercise of payable or dischargeable in accordance with customary creditors’ rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtortrade terms; (id) Investments consisting of capital stock, obligations, securities or other property received in settlement of accounts receivable (created in the form ordinary course of Indebtedness permitted pursuant to Section 11.1(h)business) from bankrupt obligors; (je) Investments in any Non-Guarantor Subsidiary in an aggregate amount not advances to exceed at any time $15,000,000; (k) Guaranty Obligations (x) permitted pursuant to Section 11.1 or (y) constituting an obligationemployees for moving and travel expenses, warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made drawing accounts and similar expenditures in the ordinary course of business; (f) advances or loans to directors, officers and employees that do not exceed $25,000,000 in the aggregate at any one time outstanding; (g) advances or loans to customers and suppliers in the ordinary course of business in an aggregate amount consistent with the past practice of the Person making such advance or loan; (h) loans to shareholders intended to constitute dividends on, or payment on account of, any capital stock; (i) Investments or Support Obligations by the Parent and its Restricted Subsidiaries existing on the Effective Date; (j) Investments by the Parent or its Restricted Subsidiaries in the Parent or any other Subsidiary (provided that such Investment would not otherwise constitute a breach of Section 8.08); (k) Support Obligations of the Parent or its Restricted Subsidiaries for the benefit of the Parent or any other Subsidiary; (l) acquisitions permitted by Section 8.08 and Investments consisting of capital stock, obligations, securities or other property received in connection with any merger, sale or other combination permitted by Section 8.03; (m) Investments in joint venturesconnection with the management of Pension Plans and other benefit plans of the Parent and its Subsidiaries (including without limitation The Pittston Company Employee Welfare Benefit Trust); (n) Hedging Agreements permitted by Section 8.06; (o) advances or loans to any Person with respect to the deferred purchase price of property, services or other assets in dispositions permitted by Section 8.03; provided, that and (p) Investments of a nature not contemplated in the foregoing subsections (a) through (o) in an aggregate amount of all such Investments shall not at any time to exceed the greater of (i) 510% of Consolidated Net Tangible Assets or (ii) $20,000,000; and (m) other additional Investments not otherwise permitted pursuant to this Section not exceeding Worth as of the greater end of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000 in the aggregate. For purposes of determining the amount of any Investment outstanding Fiscal Year most recently ended for purposes of this Section 11.3, such amount shall be deemed to be the amount of such Investment determined in accordance with GAAPwhich audited financial statements are available.

Limitations on Investments. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including including, without limitation, the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to existmake, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any other Person (all the foregoing, “Investments”) except: (a) (i) equity Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 11.39.3, and (iii) equity Investments made after the Closing Date in Subsidiary Guarantors, (iv) Investments made after the Closing Date by the Borrower or any of the General Partner in any Subsidiary Guarantor, and (v) Investments by a Subsidiary Guarantor in the BorrowerGuarantors, the General Partner Anadarko JVs, the TexStar JVs, or any other Subsidiary Guarantorthe Centrahoma JV; (b) Investments in cash and Cash EquivalentsEquivalents at the time such Investment is made, including securities deemed cash pursuant to Section 9.5(k); (c) [Intentionally Omitted]; (d) deposits made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 11.29.2; (ed) Hedge Hedging Agreements permitted pursuant to Section 11.19.1; (fe) purchases of assets in the ordinary course of business; (gi) Investments Non-hostile acquisitions of equity securities, or assets constituting a business unit, of any Person, which acquisitions involve a purchase price less than or equal to $50,000,000; provided that (A) immediately prior to and after giving effect to such acquisition, no Default or Event of Default exists or would result therefrom, (B) if such acquisition is of equity securities of a Person (other than an Unrestricted Entity), such person becomes a Guarantor, (C) the Borrower and its Consolidated Subsidiaries shall be in compliance with Section 9.11 immediately after giving effect to such acquisition, (D) the Borrower shall be in compliance on a Pro Forma Basis with the covenants set forth in Sections 8.1, 8.2 and 8.3 based on the most recently ended four fiscal quarter period and as adjusted for such acquisition, (E) such acquired Person (other than an Unrestricted Entity) or assets shall not be subject to any material liabilities except as permitted by this Agreement, (F) a first priority perfected lien and security interest (subject to Excepted Liens) shall be granted to the Administrative Agent for the benefit of the Lenders in such acquired assets; provided, however, that (I) nothing herein shall require any Unrestricted Entity to grant a first priority lien in its assets; and (II) such acquisition shall be limited to Persons primarily involved in the form of business of, and/or assets primarily involving, natural gas gathering and processing operations; and (ii) Permitted Acquisitions; (hg) Investments (xi) in the form of loans and advances to officers, directors and employees of the Borrower and its Consolidated Subsidiaries in the ordinary course of business, which, in the aggregate, do an aggregate amount not to exceed $1,000,000 at any time $1,000,000outstanding, (y) arising out of extensions of trade credit or advances to third parties in the for travel, entertainment, relocation and analogous ordinary course of business purposes and (zii) acquired by reason acquisitions of obligations of one or more officers, directors or other employees of in connection with such officer’s, director’s or employee’s acquisition of Capital Stock of the exercise Borrower, so long as no cash is actually advanced by the Borrower or any Consolidated Subsidiary to such officers or employees in connection with the acquisition of customary creditors’ rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtorany such obligations; (ih) Investments in the form of Indebtedness permitted pursuant to Section 11.1(h9.1(h); (i) Guaranty Obligations of the Credit Parties and their Subsidiaries permitted pursuant to Section 9.1; (j) Investments in Subsidiaries and joint ventures not otherwise permitted by this Section 9.3 equal to the greater of (i) twenty percent (20%) of Consolidated Net Tangible Assets and (ii) $450 million, so long as (A) no Event of Default exists immediately before or after giving effect to such Investment, (B) the Borrower is in compliance on a pro forma basis with the financial covenants under Article VIII of the Credit Agreement after giving effect to such Investment and any Non-Guarantor Subsidiary Indebtedness incurred in an aggregate amount connection therewith, and (C) the Credit Parties have Liquidity not less than $50,000,000 after giving effect to exceed at such Investment and any time $15,000,000;Indebtedness incurred in connection therewith. (k) Guaranty Obligations accounts receivable arising in the ordinary course of business and extensions of trade credit in the ordinary course of business by the Borrower or any of the Consolidated Subsidiaries; (xl) permitted loans and advances by Borrower to General Partner to pay general and administrative expenses of the Borrower pursuant to Section 11.1 the Limited Partnership Agreement; (m) extensions of credit in the nature of accounts receivable or (y) constituting an obligationnotes receivable arising from the grant of trade credit in the ordinary course of business, warranty and investments received in satisfaction or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business; (ln) investments (including Indebtedness and Capital Stock) received in connection with the bankruptcy or reorganization of any Person and in settlement of obligations of, or other disputes with, any Person arising in the ordinary course of business and upon foreclosure with respect to any secured investment or other transfer of title with respect to any secured Investment; (o) advances of payroll payments to employees in the ordinary course of business; (p) investments in the ordinary course consisting of endorsements for collection or deposit; (q) Investments made as a result of receipt of consideration other than cash and Cash Equivalents from an Asset Disposition made in joint ventures; provided, that the aggregate amount of all such Investments shall not at any time exceed the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000; andcompliance with Section 9.5(k); (mr) Investments permitted under Section 9.4 or Section 9.6; (s) other additional Investments not otherwise permitted pursuant to this Section 9.3 not exceeding in an aggregate amount the greater of $100,000,000 and five percent (i5%) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000 in as of the aggregate. For purposes end of determining the amount of any Investment outstanding for purposes of this Section 11.3, such amount shall be deemed fiscal quarter ending immediately prior to be the amount date of such Investment for which financial statements are available (as determined in accordance with GAAP.at the time of such Investment);

Limitations on Investments. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including including, without limitation, the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) except: (a) (i) equity Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 11.3, 11.3 and (iii) equity Investments made after the Closing Date in Subsidiary Guarantors, (iv) Investments made after the Closing Date by the Borrower or the General Partner in any Subsidiary Guarantor, and (v) Investments by a Subsidiary Guarantor in the Borrower, the General Partner or any other Subsidiary GuarantorDomestic Subsidiaries; (b) Investments in cash and Cash Equivalents; (c) [Intentionally Omitted]Investments by the Borrower or any of its Subsidiaries in the form of capital expenditures; (d) deposits made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 11.2; (e) Hedge Agreements permitted pursuant to Section 11.1; (f) purchases of assets in the ordinary course of business; (g) Investments by the Borrower or any Subsidiary thereof in the form of (i) Permitted AcquisitionsAcquisitions to the extent that any Person or Property acquired in such acquisition becomes a part of the Borrower or a Domestic Subsidiary or becomes a Domestic Subsidiary and (ii) Permitted Acquisitions to the extent that any Person or Property acquired in such acquisition does not become a Domestic Subsidiary or part of a Domestic Subsidiary in an aggregate amount not to exceed at any time outstanding $100,000,000; (h) Investments (x) in the form of loans and advances to employees in the ordinary course of business, which, in the aggregate, do not exceed at any time outstanding $1,000,000, (y) arising out of extensions of trade credit or advances to third parties in the ordinary course of business and (z) acquired by reason of the exercise of customary creditors’ rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtor; (i) Investments in the form of Indebtedness permitted pursuant to Section 11.1(h11.1(a)(vi) or 11.1(b)(vi); (ji) Investments by a Foreign Subsidiary in another Foreign Subsidiary, and (ii) Investments by the Borrower or a Domestic Subsidiary in any Non-Guarantor Foreign Subsidiary in an aggregate amount not to exceed at any time outstanding $15,000,000100,000,000; (k) Guaranty Obligations (x) of the Credit Parties and their Subsidiaries permitted pursuant to Section 11.1 or (y) constituting an obligation, warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made in the ordinary course of business11.1; (l) Investments in joint ventures; provided, that the aggregate amount of all such Investments shall not at any time outstanding exceed $75,000,000; (m) Investments by the greater Borrower or a Domestic Subsidiary in the Borrower or another Domestic Subsidiary; (n) the contribution or other transfer of the Capital Stock of any Foreign Subsidiarity that is not a Material First-Tier Foreign Subsidiary to a Material First-Tier Foreign Subsidiary; (io) 5% Investments consisting of Consolidated Net Tangible Assets extensions of credit arising from the grant of trade credit in the ordinary course of business; (p) the deposit of funds or (ii) $20,000,000evidences of Indebtedness in trust for the purpose of defeasing or discharging Indebtedness issued pursuant to an indenture, but only if such defeasing or discharging of Indebtedness is not prohibited under this Agreement; provided that such Investment covers proceeds in an aggregate amount necessary solely to defease or discharge the principal, interest, premium, if any, and, if required by the terms of the relevant indenture, fees, costs and expenses due in connection with the defeasance of such Indebtedness; and (mq) other any additional Investments not otherwise permitted pursuant to this Section not exceeding Investment so long as the greater of (i) 5% of Consolidated Net Tangible Assets Payment Conditions are satisfied at the time such Investment is made or (ii) $20,000,000 in the aggregateacquired. For purposes of determining the amount of any Investment outstanding for purposes of this Section 11.3, such amount shall be deemed to be the amount of such Investment determined when made, purchased or acquired less any amount realized in accordance with GAAPrespect of such Investment upon the sale, collection or return of capital (not to exceed the original amount invested).

Limitations on Investments. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including including, without limitation, the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all of the business or assets of any other Person, a portion of the business or assets constituting a business unit of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) except: (a) (i) equity Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 11.3, (iii) equity Investments made after the Closing Date in Subsidiary Guarantors, Guarantors and (iv) Investments made after the Closing Date by in Subsidiaries that are not Subsidiary Guarantors, provided that such Investments shall not exceed $15,000,000 in the Borrower or the General Partner aggregate in any Subsidiary Guarantor, and (v) Investments by a Subsidiary Guarantor in the Borrower, the General Partner or any other Subsidiary GuarantorFiscal Year; (b) Investments in cash and Cash Equivalents; (c) [Intentionally Omitted]Investments by the Borrower or any of its Subsidiaries in the form of capital expenditures; (d) deposits made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 11.2; (e) Hedge Agreements Investments constituting Indebtedness permitted pursuant to Section 11.1; (f) purchases of assets in Investments by the ordinary course of business; (g) Investments Borrower or any Subsidiary thereof in the form of Permitted Acquisitions; (h) Investments (x) in the form of loans and advances to employees in the ordinary course of business, which, in the aggregate, do not exceed at any time $1,000,000, (y) arising out of extensions of trade credit or advances to third parties in the ordinary course of business and (z) acquired by reason of the exercise of customary creditors’ rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtor; (i) Investments Permitted Acquisitions to the extent that any Person or Property acquired in such acquisition becomes a part of a Subsidiary Guarantor or becomes (whether or not such Person is a Wholly-Owned Subsidiary) a Subsidiary Guarantor in the form manner contemplated by Section 9.10 and (ii) Permitted Acquisitions to the extent that any Person or Property acquired in such acquisition does not become a Subsidiary Guarantor or a part of Indebtedness permitted pursuant to Section 11.1(h); (j) Investments in any Non-a Subsidiary Guarantor Subsidiary in an aggregate amount not to exceed at any time $15,000,00075,000,000; (kg) Guaranty Obligations advances to officers, directors and employees of the Borrower and its Subsidiaries in an aggregate amount not to exceed $2,500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (xh) permitted pursuant to Section 11.1 Investments consisting of extensions of credit in the nature of accounts receivable or (y) constituting an obligation, warranty or indemnity, not guaranteeing Indebtedness notes receivable arising from the grant of any Person, which is undertaken or made trade credit in the ordinary course of business; (l) , and Investments received in joint ventures; provided, that satisfaction or partial satisfaction thereof from financially troubled account debtors to the aggregate amount of all such Investments shall not at any time exceed the greater of (i) 5% of Consolidated Net Tangible Assets extent reasonably necessary in order to prevent or (ii) $20,000,000limit loss; and (mi) other additional Investments not otherwise permitted pursuant to this Section not exceeding the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000 25,000,000 in the aggregateaggregate in any Fiscal Year. For purposes of determining the amount of any Investment outstanding for purposes of this Section 11.3, such amount shall be deemed to be the amount of such Investment determined when made, purchased or acquired less any amount realized in accordance with GAAPrespect of such Investment upon the sale, collection or return of capital (not to exceed the original amount invested).

Limitations on Investments. PurchaseEtc. Make or commit or agree to make any Investment, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) exceptexcept that: (a) (i) equity Investments existing on the Closing Date in Parent and its Subsidiaries existing on the Closing Date, may acquire and hold accounts receivable owing to any of them; (ii) Investments existing on the Closing Date (other than Investments in Parent and its Subsidiaries existing on the Closing Date) may acquire and described on Schedule 11.3, (iii) equity Investments made after the Closing Date in Subsidiary Guarantors, (iv) Investments made after the Closing Date by the Borrower or the General Partner in any Subsidiary Guarantor, and (v) Investments by a Subsidiary Guarantor in the Borrower, the General Partner or any other Subsidiary Guarantor; (b) Investments in cash and hold Cash Equivalents; (ciii) [Intentionally Omitted]; (d) deposits made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 11.2; (e) Hedge Agreements permitted pursuant to Section 11.1; (f) purchases of assets in the ordinary course of business; (g) Parent and its Subsidiaries may make Investments in account debtors received in connection with the form bankruptcy or reorganization, or in settlement of Permitted Acquisitions; (h) Investments (x) in the form delinquent obligations, of loans and advances to employees in the ordinary course of business, which, in the aggregate, do not exceed at any time $1,000,000, (y) arising out of extensions of trade credit or advances to third parties customers in the ordinary course of business and (z) acquired in accordance with applicable collection and credit policies established by reason of the exercise of customary creditors’ rights upon default Parent or pursuant to the bankruptcy, insolvency or reorganization of a debtorits applicable Subsidiary; (iiv) Investments in the form Parent may make capital contributions and, to the extent permitted by Section 5.02(c), loans to its Wholly-Owned Subsidiaries and Subsidiaries of Indebtedness the Parent may make Restricted Payments to the Parent to the extent permitted pursuant to by Section 11.1(h5.02(d); (jv) the Borrowers may consummate the Tender Offer and the Merger in accordance with the Offer to Purchase and the Merger Agreement; (vi) the Parent may make loans to officers of the Parent or any of its Subsidiaries, provided that the aggregate outstanding principal amount thereof shall not exceed $500,000 at any one time outstanding; (vii) the Parent or any of its Subsidiaries may incur Hedging Obligations permitted under Section 5.02(b); (viii) the Parent and its Subsidiaries may maintain Investments existing on the Closing Date and described in any Non-Guarantor Subsidiary Schedule 5.02(f); (ix) the Parent and its Subsidiaries may make Investments in an aggregate amount not to exceed at any time $15,000,0005,000,000 pursuant to the strategic alliance between the Parent and Advanced Tissue Sciences, Inc. set forth in the heads of agreement dated as of May 10, 1999 between Advanced Tissue Sciences, Inc. and the Parent; (k) Guaranty Obligations (x) permitted the Parent and its Subsidiaries may make Investments in an aggregate amount not to exceed $2,500,000 pursuant to Section 11.1 or (y) constituting an obligation, warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made the strategic alliance between the Parent and NovaMed Inc. set forth in the ordinary course of business; (l) Investments in joint ventures; providedletter agreement dated March 25, that 1999 between NovaMed Inc. and the aggregate amount of all such Investments shall not at any time exceed the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000Parent; and (mxi) the Parent and its Subsidiaries may make other additional Investments in an aggregate amount not otherwise permitted pursuant to this Section not exceeding the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) exceed $20,000,000 in the aggregate. For purposes of determining the amount of any Investment outstanding for purposes of this Section 11.3, such amount shall be deemed to be the amount of such Investment determined in accordance with GAAP1,000,000.

Limitations on Investments. PurchaseCreate, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to existincur any Investment, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) except: (a) (i) equity Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 11.3, (iii) equity Investments made after the Closing Date in Subsidiary Guarantors, (iv) Investments made after the Closing Date by the Borrower or the General Partner in any Subsidiary Guarantor, and (v) Investments by a Subsidiary Guarantor in the Borrower, the General Partner or any other Subsidiary GuarantorCash Equivalents; (b) Investments in cash and Cash Equivalentsto the extent constituting Investments, Guarantees permitted under Section 6.3; (c) [Intentionally Omitted]Investments in or to any other Credit Party; provided, that any such Investments made in Credit Parties engaging in Television Joint Ventures or Digital Product shall be subject to the TV JV/Digital Product Investments Basket and the Other Investments Basket referred to below; (d) deposits made in to the ordinary course of business to secure the performance of leases or other obligations as extent constituting Investments, inter-company Indebtedness permitted by under Section 11.26.1(e); (e) Hedge Agreements permitted pursuant Investments in connection with the development, production, acquisition and exploitation of Items of Product, in each case subject to the limitations set forth in Section 11.16.24 of each of the Senior Facility Credit Agreement and the Seer P&A Facility Credit Agreement and to the TV JV/Digital Product Investments Basket and the Other Investments Basket; (f) purchases Investments (including debt obligations) received in connection with the bankruptcy or reorganization of assets suppliers, customers or other debtors, or in settlement of delinquent obligations arising in the ordinary course of business; (g) other Investments (except for Investments permitted by clauses (j) or (k) below) in an amount not to exceed $1,150,000 in the form of Permitted Acquisitionsaggregate at any one time outstanding; (h) Investments (x) in the form a Co-Financing Venture Entity by contributing or otherwise transferring to such Co-Financing Venture Entity applicable rights with respect to an Item of loans and advances Product to employees in the ordinary course of businessbe produced, which, in the aggregate, do not exceed at any time $1,000,000, (y) arising out of extensions of trade credit acquired or advances to third parties in the ordinary course of business and (z) acquired financed by reason of the exercise of customary creditors’ rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtor;such Co-Financing Venture Entity; and (i) Investments of cash in or to a Co-Financing Venture Entity in an amount not to exceed the form sum of Indebtedness (i) the Credit Parties’ portion of the Budgeted Negative Cost for an Item of Product to be produced or acquired by such Co-Financing Venture Entity, or such greater amount as shall be required to Complete such Item of Product if any other applicable co-financier defaults on its payment obligations pursuant such Co-Financing Venture and as a result of such over-funding the Credit Parties will be entitled to a corresponding pro rata increased share of the proceeds of such Item of Product, in each case so long as the use of investment proceeds by such Co-Financing Venture Entity is covered by an Approved Completion Bond, if applicable, plus (ii) the Credit Parties’ share of (x) any nominal administrative costs to be incurred in connection with the formation and maintenance of such Co-Financing Venture Entity and (y) other permitted pursuant to Section 11.1(hexpenditures of such Co-Financing Venture Entity (other than production or acquisition costs); (j) Investments in Credit Parties engaged in any Non-Guarantor Subsidiary Television Joint Ventures or in Digital Product in an aggregate amount outstanding (net of returns) at any time not to exceed at any time $15,000,000;17,250,000 (the “TV JV/Digital Product Investments Basket”); and (k) Guaranty Obligations Investments (x) permitted pursuant to Section 11.1 in Credit Parties engaged in Television Joint Ventures or Digital Product or (y) constituting in non-Credit Party third parties or third party projects in Digital Product, Pictures, Programs or otherwise in an obligation, warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made in the ordinary course of business; (l) Investments in joint ventures; provided, that the aggregate amount of all such Investments shall (for clauses (x) and (y)) not to exceed $5,750,000 at any time exceed outstanding (net of returns) (the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000; and (m) other additional “Other Investments not otherwise permitted pursuant to this Section not exceeding the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000 in the aggregate. For purposes of determining the amount of any Investment outstanding for purposes of this Section 11.3, such amount shall be deemed to be the amount of such Investment determined in accordance with GAAPBasket”).

Limitations on Investments. PurchaseCreate, ownmake, invest in incur, purchase acquire or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture hold (including the creation or capitalization of pursuant to any Subsidiary)merger with any Person) any Investment, evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) except: (a) (i) equity Investments existing on the Closing Date in Subsidiaries existing on the Closing Datecash and Cash Equivalents and, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 11.3, (iii) equity Investments made after the Closing Date in Subsidiary Guarantors, (iv) Investments made after the Closing Date by the Borrower or the General Partner in any Subsidiary Guarantor, and (v) Investments by a Subsidiary Guarantor in the Borrowercase of a Non-Credit Party, the General Partner cash equivalents or other liquid investments permitted under any other Subsidiary Guarantoragreement listed on Part (b)(ii) of Schedule 3.16 hereto; (b) Investments loans and advances made to directors, officers and employees of RRI or any other Credit Party of not more than $5,000,000 in cash and Cash Equivalentsthe aggregate at any one time outstanding; (c) [Intentionally Omitted]Investments (whether as equity, loans, Guaranties or other Investments) by a Subsidiary of RRI in RRI; provided, that any such Investment is subordinated to the extent required by Section 11.16 hereof; (di) deposits made Investments (whether as equity, loans, or Guaranties) by RRI or a Credit Party in or for the ordinary course benefit of business a Credit Party which is a wholly owned Subsidiary; provided, that any such Investment is subordinated to secure the performance of leases or other obligations as permitted extent required by Section 11.211.16 hereof; and (ii) Investments by a Non-Credit Party in another Non-Credit Party provided, that the Non-Credit Party making the Investment is either (A) the direct or indirect parent of the Non-Credit Party receiving such Investment or is a direct or indirect Subsidiary of the Non-Credit Party receiving such Investment, or (B) is owned, directly or indirectly, by a Non-Credit Party which also owns, directly or indirectly, the Non-Credit Party receiving such Investment; (e) Hedge Agreements Investments in Joint Ventures that have been consented to by the Administrative Agent, as contemplated by, and as permitted pursuant to to, Section 11.16.14 hereof; (f) purchases Investments received in connection with the bankruptcy or reorganization of, or in settlement of assets in the ordinary course of business; (g) Investments in the form of Permitted Acquisitions; (h) Investments (x) in the form of loans delinquent accounts or disputes with, customers and advances to employees in the ordinary course of business, whichsuppliers, in the aggregateeach case, do not exceed at any time $1,000,000, (y) arising out of extensions of trade credit or advances to third parties created in the ordinary course of business and owing to any Credit Party or a Subsidiary thereof; (zg) acquired by reason existing Investments listed on Schedule 6.3 hereof; (h) Investments made as a result of the exercise receipt of customary creditors’ rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtornon-cash consideration from an asset sale made in compliance with Section 6.5 hereof; (i) Investments in the form of Guaranties constituting Indebtedness permitted pursuant to Section 11.1(h)6.1; (j) Investments in any Non-Guarantor Subsidiary in an aggregate amount not Hedging Agreements permitted pursuant to exceed at any time $15,000,000Section 6.1(f); (k) Guaranty Obligations (x) permitted Investments in connection with the acquisition of up to 100% of the Equity Interests of Texas Genco pursuant to the terms of Section 11.1 or (y) constituting an obligation, warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made in the ordinary course of business5.18 hereof; (l) Investments in joint venturesnew, wholly-owned, direct Domestic Subsidiaries of a Credit Party acquired or formed after the Closing Date; provided, that such Subsidiaries have become Credit Parties hereunder to the extent required by Section 5.11 hereof; (m) Investments in entities formed to purchase assets which are subject to a securitization or monetization permitted pursuant to Section 6.2(p) hereof; (n) Investments to acquire or retain customers in ERCOT (but outside the service territory previously served by Reliant Energy HL & P, a division of Reliant Energy, Incorporated), for a price not to exceed $150 per retail customer, solely to the extent all amounts paid for such acquisition would reduce dollar-for-dollar the Retail Clawback; (o) Investments made as payments pursuant to the Tax Sharing Agreement or Investments in each Subsidiary of RRI that is a Non-Credit Party and listed on Schedule 6.3 hereof to pay taxes owed by such Subsidiary; (p) additional Investments by Reliant Energy Ventures, Inc., Reliant Energy Net Ventures Inc. and/or Reliant Energy Broadband, Inc. in entities in which it owns a minority interest as of the Closing Date (as described on Schedule 6.5 hereof); provided, that the aggregate amount of all Investments made pursuant to this Section 6.3(p) shall not exceed $15,000,000 over the term of this Credit Agreement; (q) Investments made by one or more Credit Parties to purchase retail customers in an aggregate amount not to exceed $25,000,000 in any fiscal year; (r) Investments not otherwise permitted in Non-Credit Parties in an aggregate amount not to exceed $50 million in any fiscal year (after giving effect to any cash received to reduce such Investment from such Subsidiaries during such fiscal year); provided, that such Non-Credit Party must use all commercially reasonable efforts to exhaust all other sources of available credit; and provided, further, that the proceeds of such Investment shall be used exclusively to support the ongoing operations of such Non-Credit Party and shall not be used to (i) make any acquisition (whether through merger, consolidation, the purchase of equity interests or assets or otherwise) prohibited pursuant to this Section 6.3, or (ii) to fund any Investment permitted pursuant to Section 6.3(u); (s) Investments consisting of surety bonds, Guaranties or letters of credit to be issued to support the operations and business of Non-Credit Parties or the direct unsecured credit support or unsecured credit enhancement of, or the provision of collateral to support, the obligations of such Non-Credit Party; provided, that in all cases the obligations of such Non-Credit Party supported by such bond, letter of credit, Guaranties, credit enhancement or credit support or collateral shall be owing to unaffiliated third parties only and in no case shall such bond, letter of credit, Guaranty, credit support or credit enhancement or collateral support any obligations for Indebtedness of such Non-Credit Party; and provided, further, that no such Investments permitted by this Section 6.3(s) shall be used to support any obligations of TG Holdco or Texas Genco or any of its Subsidiaries; (t) Restricted Payments permitted under Section 6.4 hereof made in connection with the repayment of intercompany loans or advances; (u) other Investments by a Credit Party; provided, that (i) the aggregate amount of all Investments made by the Credit Parties and their Subsidiaries in any fiscal year pursuant to this Section 6.3(u) shall not at exceed $10,000,000; and provided, further, that in connection with any time exceed Investment made pursuant to this Section 6.3(u) by a Credit Party, if the greater proceeds of such Investment are used to acquire any Person, such Person shall become a Credit Party in accordance with the terms of Section 5.11 hereof; (v) Investments in RECE in an aggregate amount not exceeding the amount necessary to pay regularly scheduled interest, fees, expenses and other costs actually incurred by RECE, in each case pursuant to, and/or under, the RECE Credit Facility as in effect on the Closing Date until the earlier of (i) 5% the closing of Consolidated Net Tangible the sale of the European Assets or as contemplated in the Share Purchase Agreement described in item no. 6 of Part VI of Schedule 6.10 hereto and (ii) $20,000,000the date which occurs six (6) months after the date such Stock Purchase Agreement is terminated without a closing of the sale contemplated thereunder; and provided, further, however, that no Investment shall be permitted to be made pursuant to this Section 6.3(v) at any time when an Event of Default has occurred and is then continuing; and (mw) other additional Investments The payment by RRI of broker and advisor fees to ABN AMRO Bank N.V. or its affiliates and Xxxxxxx Xxxxx and Co. or its affiliates upon the closing of the sale of the European Assets as contemplated by the Share Purchase Agreement described in item no. 6 of Part VI of Schedule 6.10 hereto. Notwithstanding the foregoing, each Credit Party agrees that it may not, and it will not otherwise permitted permit any of its Subsidiaries to, make any acquisition of any Person, any line of business or all or substantially all of the assets of any Person or line of business, except pursuant to this Section not exceeding the greater of (i6.3(u) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000 in the aggregate. For purposes of determining the amount of any Investment outstanding for purposes of this Section 11.3, such amount shall be deemed to be the amount of such Investment determined in accordance with GAAPabove.

Limitations on Investments. Purchase, own, invest in Make or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Personpermit to exist, or permit any Restricted Subsidiary to make or permit to exist, directly or indirectlyany Investment, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) exceptother than Investments which are: (a) (i) equity Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 11.3, (iii) equity Investments made after the Closing Date in Subsidiary Guarantors, (iv) Investments made after the Closing Date by the Borrower or the General Partner in any Subsidiary Guarantor, and (v) Investments by a Subsidiary Guarantor in the Borrower, the General Partner or any other Subsidiary Guarantor; (b) Investments in cash and Cash Equivalents; (cb) [Intentionally Omitted]; (d) deposits made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 11.2; (e) Hedge Agreements permitted pursuant to Section 11.1; (f) purchases of current assets generated in the ordinary course of business; (gc) Investments in the form of Permitted Acquisitions; (h) Investments (x) in the form of loans and advances to employees in the ordinary course of businessaccounts receivable created, which, in the aggregate, do not exceed at any time $1,000,000, (y) arising out of extensions of trade credit acquired or advances to third parties made in the ordinary course of business and (z) acquired by reason of the exercise of payable or dischargeable in accordance with customary creditors’ rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtortrade terms; (id) Investments consisting of capital stock, obligations, securities or other property received in settlement of accounts receivable (created in the form ordinary course of Indebtedness permitted pursuant to Section 11.1(h)business) from bankrupt obligors; (je) Investments in any Non-Guarantor Subsidiary in an aggregate amount not advances to exceed at any time $15,000,000; (k) Guaranty Obligations (x) permitted pursuant to Section 11.1 or (y) constituting an obligationemployees for moving and travel expenses, warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made drawing accounts and similar expenditures in the ordinary course of business; (f) advances or loans to directors, officers and employees that do not exceed $25,000,000 in the aggregate at any one time outstanding; (g) advances or loans to customers and suppliers in the ordinary course of business in an aggregate amount consistent with the past practice of the Person making such advance or loan; (h) loans to shareholders intended to constitute dividends on, or payment on account of, any capital stock; (i) Investments or Support Obligations by the Parent Borrower and its Restricted Subsidiaries existing on the Restatement Date; (j) Investments by the Parent Borrower or its Restricted Subsidiaries in any Credit Party or any other Subsidiary (provided that such Investment would not otherwise constitute a breach of Section 9.8); (k) Support Obligations of the Parent Borrower or its Restricted Subsidiaries for the benefit of any Credit Party or any other Subsidiary; (l) acquisitions permitted by Section 9.8 and Investments consisting of capital stock, obligations, securities or other property received in connection with any merger or sale permitted by Section 9.3; (m) Investments in joint ventures; providedconnection with the management of Pension Plans and other benefit plans of the Parent Borrower and its Subsidiaries (including without limitation The Pittston Company Employee Welfare Benefit Trust); (n) Hedging Agreements permitted by Section 9.6; (o) advances or loans to any Person with respect to the deferred purchase price of property, that the aggregate amount of all such Investments shall not at any time exceed the greater of (i) 5% of Consolidated Net Tangible Assets services or (ii) $20,000,000other assets in dispositions permitted by Section 9.3; and (mp) other additional Investments of a nature not otherwise permitted pursuant to this Section not exceeding the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000 contemplated in the aggregate. For purposes of determining the foregoing subsections (a) through (o) in an aggregate amount of at any Investment time outstanding for purposes of this Section 11.3, such amount shall be deemed not to be the amount of such Investment determined in accordance with GAAPexceed $100,000,000.

Limitations on Investments. Purchase, own, invest in Make or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Personpermit to exist, or permit any Restricted Subsidiary to make or permit to exist, directly or indirectlyany Investment, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) exceptother than Investments which are: (a) (i) equity Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 11.3, (iii) equity Investments made after the Closing Date in Subsidiary Guarantors, (iv) Investments made after the Closing Date by the Borrower or the General Partner in any Subsidiary Guarantor, and (v) Investments by a Subsidiary Guarantor in the Borrower, the General Partner or any other Subsidiary Guarantor; (b) Investments in cash and Cash Equivalents; (cb) [Intentionally Omitted]; (d) deposits made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 11.2; (e) Hedge Agreements permitted pursuant to Section 11.1; (f) purchases of current assets generated in the ordinary course of business; (gc) Investments in the form of Permitted Acquisitions; (h) Investments (x) in the form of loans and advances to employees in the ordinary course of businessaccounts receivable created, which, in the aggregate, do not exceed at any time $1,000,000, (y) arising out of extensions of trade credit acquired or advances to third parties made in the ordinary course of business and (z) acquired by reason of the exercise of payable or dischargeable in accordance with customary creditors’ rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtortrade terms; (id) Investments consisting of capital stock, obligations, securities or other property received in settlement of accounts receivable (created in the form ordinary course of Indebtedness permitted pursuant to Section 11.1(h)business) from bankrupt obligors; (je) Investments in any Non-Guarantor Subsidiary in an aggregate amount not advances to exceed at any time $15,000,000; (k) Guaranty Obligations (x) permitted pursuant to Section 11.1 or (y) constituting an obligationemployees for moving and travel expenses, warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made drawing accounts and similar expenditures in the ordinary course of business; (f) advances or loans to directors, officers and employees that do not exceed $25,000,000 in the aggregate at any one time outstanding; (g) advances or loans to customers and suppliers in the ordinary course of business in an aggregate amount consistent with the past practice of the Person making such advance or loan; (h) loans to shareholders intended to constitute dividends on, or payment on account of, any capital stock; (i) Investments or Support Obligations by the Borrower and its Restricted Subsidiaries existing on the Closing Date; (j) Investments by the Borrower or its Restricted Subsidiaries in any Credit Party or any other Subsidiary (provided that such Investment would not otherwise constitute a breach of Section 9.8); (k) Support Obligations of the Borrower or its Restricted Subsidiaries for the benefit of any Credit Party or any other Subsidiary; (l) acquisitions permitted by Section 9.8 and Investments consisting of capital stock, obligations, securities or other property received in connection with any merger or sale permitted by Section 9.3; (m) Investments in joint venturesconnection with the management of Pension Plans and other benefit plans of the Borrower and its Subsidiaries (including without limitation The Pittston Company Employee Welfare Benefit Trust); (n) Hedging Agreements permitted by Section 9.6; provided, that and (o) Investments of a nature not contemplated in the aggregate foregoing subsections in an amount of all such Investments shall not at any time to exceed the greater of (i) 510% of Consolidated Net Tangible Assets or (ii) $20,000,000; and (m) other additional Investments not otherwise permitted pursuant to this Section not exceeding the greater of (i) 5% of Consolidated Net Tangible Assets or (ii) $20,000,000 in the aggregate. For purposes of determining the amount of any Investment outstanding for purposes of this Section 11.3, such amount shall be deemed to be the amount of such Investment determined in accordance with GAAPWorth.