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

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (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 except: (a) (i) Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) investments in Domestic Subsidiaries (other than Investments existing on the Closing Date) so long as the Borrower and its Subsidiaries comply with the applicable provisions of Section 9.10 and (iii) the other loans, advances and Investments described on Schedule 11.3 existing on the Closing Date; (b) (i) Investments in (A) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency thereof maturing within one hundred twenty (120) days from the date of acquisition thereof, (B) commercial paper maturing no more than one hundred twenty (120) days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or Xxxxx’x Investors Service, Inc., (C) certificates of deposit maturing no more than one hundred twenty (120) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States, 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, (D) time deposits maturing no more than thirty (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, or (E) money market funds that invest in any Investments described in items (A) through (D) above and (ii) Investments permitted pursuant to that certain investment policy of the Borrower in effect as of the Closing Date and previously provided to the Administrative Agent (such Investments described in items (i) and (ii) above, “Cash Equivalents”); (i) Investments by the Borrower or any of its Subsidiaries in the form of Permitted Acquisitions; provided that the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with a Consolidated Total Leverage Ratio of less than 2.75:1:00 as of the last day of the Fiscal Quarter most recently ended; provided further that if such Consolidated Total Leverage Ratio is equal to or greater than 2.25:1.00 (but less than 2.75:1.00), the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions) immediately preceding such acquisition shall not exceed $75,000,000 and (ii) the acquisition of Company Shares pursuant to the Tender Offer; (d) Hedging Agreements not prohibited by Section 11.1; (e) purchases of assets in the ordinary course of business; (f) Investments 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 $5,000,000; (g) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(h) and (k) and (ii) equity or capital Investments made by (A) the Borrower or any of its Subsidiaries in any Credit Party or (B) any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party; (h) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(l) and (ii) equity or capital investments made by any Credit Party in any Subsidiary which is not a Credit Party; provided that the aggregate amount of such intercompany Indebtedness and equity or capital investments, together with any intercompany Indebtedness permitted pursuant to Section 11.1(l)(ii), in each case, incurred or made after the Closing Date, shall not exceed $50,000,000 outstanding on any date of determination (which amount shall be calculated as the net balance of such loans, advances and equity or capital investments as reduced by any repayments or distributions made with respect thereto); (i) so long as no Default or Event of Default (including, without limitation, a Change of Control) shall have occurred and be continuing or would result therefrom, Investments by the Borrower or any of its Subsidiaries (other than any investment by the Borrower or any of its Subsidiaries 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) not otherwise permitted hereunder paid solely with proceeds from the issuance of Capital Stock of the Borrower; (j) other additional investments not otherwise permitted pursuant to this Section incurred or made after the Closing Date not to exceed $50,000,000 outstanding on any date of determination; and (k) consummation of the Acquisition in accordance with the terms of the Acquisition Documents and all applicable laws.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (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 except: (a) investments (i) Investments existing on the Closing Date in Subsidiaries existing on the Closing DateSubsidiaries, (ii) investments in Domestic Subsidiaries (other than Investments existing on formed or acquired after the Closing Date) Date so long as the Borrower applicable Credit Party and its Subsidiaries comply with the applicable provisions of Section 9.10 8.11 and (iii) the other loans, advances and Investments investments described on Schedule 11.3 10.3 existing on the Closing Date; (b) investments in (i) Investments in (A) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency thereof maturing within one hundred twenty (120) days from the date of acquisition thereof, (Bii) commercial paper maturing no more than one hundred twenty (120) days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or Xxxxx’x Investors Service, Inc., (Ciii) certificates of deposit maturing no more than one hundred twenty (120) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States, 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, or (Div) time deposits maturing no more than thirty (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, or (E) money market funds that invest in any Investments described in items (A) through (D) above and (ii) Investments permitted pursuant to that certain investment policy of the Borrower in effect as of the Closing Date and previously provided to the Administrative Agent (such Investments described in items (i) and (ii) above, “Cash Equivalents”); (ic) Investments investments by the Borrower Credit Parties or any of its Subsidiaries in the form of Permitted Acquisitions; provided that the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with a Consolidated Total Leverage Ratio of less than 2.75:1:00 as of the last day of the Fiscal Quarter most recently ended; provided further that if such Consolidated Total Leverage Ratio is equal to or greater than 2.25:1.00 (but less than 2.75:1.00), the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions) immediately preceding such acquisition shall not exceed $75,000,000 and (ii) the acquisition of Company Shares pursuant to the Tender Offer; (d) Hedging Agreements not prohibited by Section 11.1; (e) purchases of assets in the ordinary course of business; (f) Investments 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 $5,000,000; (g) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(h) and (k) and (ii) equity or capital Investments made by (A) the Borrower or any of its Subsidiaries in any Credit Party or (B) any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party; (h) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(l) and (ii) equity or capital investments made by any Credit Party in any Subsidiary which is not a Credit Party; provided that the aggregate amount of such intercompany Indebtedness and equity or capital investments, together with any intercompany Indebtedness permitted pursuant to Section 11.1(l)(ii), in each case, incurred or made after the Closing Date, shall not exceed $50,000,000 outstanding on any date of determination (which amount shall be calculated as the net balance of such loans, advances and equity or capital investments as reduced by any repayments or distributions made with respect thereto); (i) so long as no Default or Event of Default (including, without limitation, a Change of Control) shall have occurred and be continuing or would result therefrom, Investments by the Borrower or any of its Subsidiaries (other than any investment by the Borrower or any of its Subsidiaries thereof 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 PersonPerson up to an aggregate cash amount of $50,000,000 over the term of this Agreement and provided that each acquisition hereunder meets all of the following requirements (such acquisition being referred to herein as a “Permitted Acquisition”): (i) the Person to be acquired shall be organized under the laws of the United States, shall be a going concern and such Person shall be engaged in a business, or the assets acquired shall be used in a business, which is substantially similar to that of the Credit Parties and their Subsidiaries; (ii) a Credit Party or Subsidiary thereof (including any entity being acquired that becomes a Subsidiary) shall be the surviving Person and no Change of Control shall have been effected thereby; (iii) the Credit Parties shall have delivered to the Administrative Agent such documents reasonably requested by the Administrative Agent pursuant to Section 8.11 to be delivered at the time required by Section 8.11 and shall confirm that any such Person acquired or created in connection with the Permitted Acquisition is a Guarantor hereunder; (iv) the Person to be acquired shall not otherwise permitted hereunder paid solely with proceeds from be subject to any material pending litigation which could reasonably be expected to have a Material Adverse Effect; (v) prior to the issuance closing of such acquisition, the acquisition is approved by the board of directors (or a majority of the holders of the Capital Stock of such Person) of the BorrowerPerson whose assets or Capital Stock are being acquired pursuant to such acquisition; (jvi) no Default or Event of Default shall have occurred and be continuing both before and after giving effect to such proposed acquisition; (vii) the Credit Parties shall have (A) demonstrated to the Administrative Agent pro forma compliance (as of the date of the proposed acquisition and after giving effect thereto and any Extensions of Credit made or to be made in connection therewith) with each covenant contained herein (as evidenced by an Officer’s Compliance Certificate), (B) delivered to the Administrative Agent evidence of the approval referred to in clause (v) above for each acquisition where the aggregate consideration exceeds $20,000,000, and (C) delivered written notice of such proposed acquisition to the Administrative Agent and the Lenders, which notice shall include the proposed closing date of such proposed acquisition and a description of the acquisition in the form customarily prepared by the Credit Parties, not less than five (5) Business Days prior to such proposed closing date; and (viii) the Credit Parties shall have delivered to the Administrative Agent such documents reasonably requested by the Administrative Agent or the Required Lenders (through the Administrative Agent) pursuant to Section 8.11 to be delivered at the time required pursuant to Section 8.11. (d) Hedging Agreements permitted pursuant to Section 10.1(b); (e) purchases of assets in the ordinary course of business; (f) investments 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 $500,000; (g) intercompany Indebtedness permitted pursuant to Section 10.1(g); and (h) other additional investments investments, advances or other extensions of credit not otherwise permitted pursuant to this Section incurred or made after the Closing Date in an aggregate amount not to exceed $50,000,000 outstanding on 5,000,000 over the term of this Agreement; provided that no Default or Event of Default shall have occurred and be continuing or would be occasioned by any date of determination; and (k) consummation of the Acquisition in accordance with the terms of the Acquisition Documents and all applicable lawssuch investment.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (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 except: (a) (i) Investments existing on investments as of the Closing Date in Subsidiaries existing on the Closing Date, (ii) investments in Domestic Subsidiaries (other than Investments existing on formed or acquired after the Closing Date) so long as the Borrower and its Subsidiaries comply Date made in accordance with the applicable provisions terms and conditions of Section 9.10 this Agreement and (iii) the other loans, advances and Investments described on Schedule 11.3 investments existing on the Closing DateDate which are described on Schedule 10.3; (b) investments in (i) Investments in (A) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency thereof maturing within one hundred twenty (1201) days year from the date of acquisition thereof, (Bii) commercial paper or variable or fixed rate notes maturing no more than one three hundred twenty sixty-four (120364) days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. S&P or Xxxxx’x Investors Service, Inc.Xxxxx’x, (Ciii) certificates of deposit maturing no more than one three hundred twenty sixty-four (120364) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States, each having combined capital, surplus and undivided profits of not less than $500,000,000 250,000,000 and having a rating of “A” or better by a nationally recognized rating agency; provided, that that, unless otherwise approved by the Administrative Agent, 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, (Div) time deposits maturing no more than thirty three hundred sixty-four (30364) 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) any variable rate notes issued by, or guaranteed by, any domestic corporation rated A-1 (Eor the equivalent thereof) money market funds that invest in any Investments described in items or better by S&P or P-1 (Aor the equivalent thereof) through or better by Xxxxx’x and maturing within six (D6) above and months of the date of acquisition; (iivi) Investments auction preferred stocks having the highest short-term credit rating by S&P or Xxxxx’x; or (vii) other similar investments approved by the Administrative Agent; (c) Hedging Agreements permitted pursuant to that certain investment policy of the Borrower in effect as of the Closing Date and previously provided to the Administrative Agent (such Investments described in items (i) and (ii) above, “Cash Equivalents”); (i) Investments by the Borrower or any of its Subsidiaries in the form of Permitted Acquisitions; provided that the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with a Consolidated Total Leverage Ratio of less than 2.75:1:00 as of the last day of the Fiscal Quarter most recently ended; provided further that if such Consolidated Total Leverage Ratio is equal to or greater than 2.25:1.00 (but less than 2.75:1.00), the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions) immediately preceding such acquisition shall not exceed $75,000,000 and (ii) the acquisition of Company Shares pursuant to the Tender OfferSection 10.1; (d) Hedging Agreements not prohibited by Section 11.1; (e) purchases of assets in the ordinary course of business; (fe) Investments investments 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 $5,000,000500,000; (gf) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(h) and (k) and (ii) equity or capital Investments made by (A) the Borrower or any of its Subsidiaries in any Credit Party or (B) any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party; (h) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(l) and (ii) equity or capital investments made by any Credit Party in any Subsidiary which is not a Credit Party; provided that the aggregate amount of such intercompany Indebtedness and equity or capital investments, together with any intercompany Indebtedness permitted pursuant to Section 11.1(l)(ii), in each case, incurred or made after the Closing Date, shall not exceed $50,000,000 outstanding on any date of determination (which amount shall be calculated as the net balance of such loans, advances and equity or capital investments as reduced by any repayments or distributions made with respect thereto10.1(e); (ig) so long as no Default or Event of Default (including, without limitation, a Change of Control) shall have occurred and be continuing or would result therefrom, Investments investments by the Borrower or any of its Subsidiaries (other than any investment by the Borrower or any of its Subsidiaries Subsidiary thereof 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 PersonPerson if each such acquisition meets all of the following requirements: (i) not otherwise permitted hereunder paid solely with proceeds from the issuance Person to be acquired shall be in a substantially similar or complementary line of Capital Stock of business as the Borrower; (jii) other additional evidence of approval of the acquisition by the acquiree’s board of directors or equivalent governing body or a copy of the opinion of counsel delivered by legal counsel to the acquiree in connection with the acquisition which evidences such approval or opines that such approval is not required shall be delivered to the Administrative Agent at the time the documents referred to in clause (vii) of this Section 10.3(g) are required to be delivered; (iii) if the aggregate amount of cash consideration and any assumed debt, earn-outs (valued at an amount reasonably determined in good faith by the Borrower to be payable in connection with such earn-outs) and deferred payments for any such acquisition (A) is less than $50,000,000 but equal to or greater than $30,000,000, a description of such acquisition in the form customarily prepared by the Borrower shall be delivered to the Administrative Agent and the Lenders within thirty (30) days following the consummation of such acquisition or (B) exceeds $50,000,000, a description of such acquisition in the form customarily prepared by the Borrower shall have been delivered to the Administrative Agent and the Lenders prior to the consummation of such acquisition; (iv) the Borrower or any Subsidiary shall be the surviving Person and no Change of Control shall have been effected thereby; (v) if (A) the Person to be acquired will become, or be merged into, a Foreign Subsidiary in connection with such acquisition or (B) the acquisition of all of the business or a line of business of a Person will be made by a Foreign Subsidiary, the aggregate amount of cash consideration and any assumed debt, earn-outs (valued at any amount reasonably determined in good faith by the Borrower to be payable in connection with such earn-outs) and deferred payments for all such acquisitions shall not exceed, at any time during the term of this Agreement, (1) $30,000,000 minus (2) the aggregate amount of investments not otherwise permitted pursuant to this Section incurred or made after 10.3(h), unless otherwise agreed by the Closing Date not Required Lenders; (vi) the Borrower shall have demonstrated to exceed $50,000,000 outstanding on any the Administrative Agent (as of the date of determinationthe proposed acquisition and after giving effect thereto and to any extensions of credit (including any Extension of Credit) made or to be made in connection therewith) (A) pro forma compliance with each covenant contained in and in the manner set forth in Article IX, (B) the pro forma Leverage Ratio is at least 0.25 below the Leverage Ratio set forth in Section 9.1, (C) no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the acquisition and (D) the Liquidity Amount is at least $10,000,000; (vii) the Borrower shall have delivered to the Administrative Agent such documents reasonably requested by the Administrative Agent or the Required Lenders (through the Administrative Agent) pursuant to Section 8.11 to be delivered at the time required pursuant to Section 8.11, and, if the Person to be acquired shall become a Material Subsidiary, said documents to include a favorable opinion of counsel to the Borrower acceptable to the Administrative Agent addressed to the Administrative Agent and the Lenders with respect to the Borrower, the Person to be acquired and the acquisition in form and substance reasonably acceptable to the Administrative Agent; and (kviii) consummation of the Acquisition Borrower shall provide such other documents and other information as may be reasonably requested by the Administrative Agent or the Required Lenders (through the Administrative Agent) in accordance connection with the terms proposed acquisition; (h) investments by the Borrower or any Subsidiary thereof in Foreign Subsidiaries in an aggregate amount not to exceed, at any time during the term of this Agreement, (i) $30,000,000 minus (ii) the Acquisition Documents and aggregate amount of investments in the form of acquisitions of or by Foreign Subsidiaries permitted pursuant to Section 10.3(g); (i) investments in joint ventures (including a joint venture where the Borrower or a Subsidiary contributes assets to the joint venture); provided that the aggregate amount of all applicable lawssuch investments does not exceed $15,000,000 outstanding at any time during the term of this Agreement; and (j) additional loans, advances and/or investments of a nature not contemplated by the foregoing clauses hereof; provided that the aggregate amount or value of such loans, advances and/or investments made pursuant to this clause (j) shall not exceed $1,000,000 at any time.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stockcapital stock, interests in any partnership or joint venture (including, without limitation, the creation or capitalization of any Subsidiary), evidence of Indebtedness Debt 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 except: (a) (i) Investments existing on the Closing Date investments in Subsidiaries existing on the Closing Date, Date and (ii) investments in Domestic Subsidiaries (other than Investments existing on the Closing Date) so long as the Borrower and its Subsidiaries comply with the applicable provisions of Section 9.10 and (iii) the other loans, advances and Investments investments described on Schedule 11.3 existing on the Closing Date; (b) investments in (i) Investments in (A) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency thereof maturing within one hundred twenty (120) days from the date of acquisition thereof, (Bii) commercial paper maturing no more than one hundred twenty (120) days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or Xxxxx’x Investors Service, Inc., (Ciii) certificates of deposit maturing no more than one hundred twenty (120) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United StatesStates 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, or (Div) time deposits maturing no more than thirty (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, or (E) money market funds that invest in any Investments described in items (A) through (D) above and (ii) Investments permitted pursuant to that certain investment policy of the Borrower in effect as of the Closing Date and previously provided to the Administrative Agent (such Investments described in items (i) and (ii) above, “Cash Equivalents”); (ic) Investments investments by the Domestic Borrower or any of its Subsidiaries in the form of Permitted Acquisitions; provided that the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with a Consolidated Total Leverage Ratio of less than 2.75:1:00 as of the last day of the Fiscal Quarter most recently ended; provided further that if such Consolidated Total Leverage Ratio is equal to or greater than 2.25:1.00 (but less than 2.75:1.00), the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions) immediately preceding such acquisition shall not exceed $75,000,000 and (ii) the acquisition of Company Shares pursuant to the Tender Offer; (d) Hedging Agreements not prohibited by Section 11.1; (e) purchases of assets in the ordinary course of business; (f) Investments 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 $5,000,000; (g) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(h) and (k) and (ii) equity or capital Investments made by (A) the Borrower or any of its Subsidiaries in any Credit Party or (B) any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party; (h) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(l) and (ii) equity or capital investments made by any Credit Party in any Subsidiary which is not a Credit Party; provided that the aggregate amount of such intercompany Indebtedness and equity or capital investments, together with any intercompany Indebtedness permitted pursuant to Section 11.1(l)(ii), in each case, incurred or made after the Closing Date, shall not exceed $50,000,000 outstanding on any date of determination (which amount shall be calculated as the net balance of such loans, advances and equity or capital investments as reduced by any repayments or distributions made with respect thereto); (i) so long as no Default or Event of Default (including, without limitation, a Change of Control) shall have occurred and be continuing or would result therefrom, Investments by the Borrower or any of its Subsidiaries (other than any investment by the Borrower or any of its Subsidiaries in the form of acquisitions of all or substantially all of the business or a line of business (whether by the acquisition of Capital Stockcapital stock, assets or any combination thereof) of any other Person) not otherwise permitted hereunder paid solely with proceeds from the issuance of Capital Stock Person if each such acquisition meets all of the Borrowerfollowing requirements (provided that, except to the extent that clause (ix)(B) below is applicable, for any acquisition for which the Permitted Acquisition Value is less than $25,000,000, such acquisition must only meet the requirements of clause (vii) below): (i) the Domestic Borrower shall have delivered to the Administrative Agent within ten (10) Business Days after the closing date of such acquisition evidence of the approval of the acquisition by the board of directors or equivalent governing body (or the shareholders) of the seller and/or the Person to be acquired, in form and substance satisfactory to the Administrative Agent; (jii) the Domestic Borrower shall have delivered to the Administrative Agent within ten (10) Business Days after the closing date of such acquisition a description of such acquisition (including, without limitation, a description of the Person or assets to be acquired, the purchase price, the manner of acquisition, the payment structure and any other additional terms and conditions reasonably required by the Administrative Agent) and draft copies of the governing documentation (including, without limitation, the purchase agreement) with respect to such acquisition; (iii) the Domestic Borrower shall have delivered to the Administrative Agent on or before the closing date of such acquisition an Officer’s Compliance Certificate dated as of the closing date of such acquisition demonstrating, in form and substance reasonably satisfactory thereto, (A) pro forma compliance with each covenant contained in Articles X and XI and (B) that the Person to be acquired shall have positive pro forma cash flow; (iv) the Domestic Borrower shall have delivered to the Administrative Agent within ten (10) Business Days after the closing date of such acquisition all documents required to be delivered pursuant to Section 9.11; (v) the Person to be acquired shall engage in a business or the assets to be acquired shall be used in a business described in Section 11.12; (vi) the Domestic Borrower or any Subsidiary shall be the surviving Person and no Change of Control shall have been effected thereby; and (vii) no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the acquisition; (d) Hedging Agreements permitted pursuant to Section 11.1(b); (e) intercompany loans and advances in connection with intercompany Debt permitted under Section 11.1 (h); (f) purchases of assets in the ordinary course of business; (g) investments not otherwise permitted pursuant to by this Section incurred or 11.3 made after in the Closing Date ordinary course of business consistent with historical practices not to exceed $50,000,000 outstanding ten percent (10.0%) of Net Worth on any date of determination; and (kh) consummation investments comprised of the Acquisition capital contributions (whether in accordance with the terms form of the Acquisition Documents and all applicable lawscash, a note, or other assets) to a Subsidiary or other special-purpose entity created solely to engage in a Qualified Receivables Transaction permitted hereunder or otherwise resulting from transfers of assets permitted under this Agreement to such a special-purpose entity.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stockcapital stock, interests in any partnership partnership, limited liability company or joint venture (including, without limitation, the creation or capitalization of or any Subsidiary), evidence of Indebtedness Debt 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 exceptPerson, or enter into, directly or indirectly, any commitment or option in respect of the foregoing except investments in: (a) (i) Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) investments in Domestic Subsidiaries (other than Investments existing on the Closing Date) so long as the Borrower cash and its Subsidiaries comply with the applicable provisions of Section 9.10 and (iii) the other loans, advances and Investments described on Schedule 11.3 existing on the Closing Date; (b) (i) Investments in (A) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency thereof maturing within one hundred twenty (120) 120 days from the date of acquisition thereof, ; (Bb) commercial paper maturing no more than one hundred twenty (120) 120 days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor’s 's Ratings Services, a division of The XxXxxxMcGraw-Xxxx Hill Companies, Inc. or Xxxxx’x Ixx. xx Xxxxy's Investors ServiceServicx, Inc., Xxx.; (Cc) certificates of deposit maturing no more than one hundred twenty (120) 120 days from the date of creation thereof issued by commercial banks incorporated under the laws of the United StatesStates 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, ; (Dd) time deposits maturing no more than thirty (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, or (E) money market funds that invest in any Investments described in items (A) through (D) above and (ii) Investments permitted pursuant to that certain investment policy of the Borrower in effect as of the Closing Date and previously provided to the Administrative Agent (such Investments described in items (i) and (ii) above, “Cash Equivalents”); (i) Investments by the Borrower or any of its Subsidiaries in the form of Permitted Acquisitions; provided that the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with a Consolidated Total Leverage Ratio of less than 2.75:1:00 as of the last day of the Fiscal Quarter most recently ended; provided further that if such Consolidated Total Leverage Ratio is equal to or greater than 2.25:1.00 (but less than 2.75:1.00), the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions) immediately preceding such acquisition shall not exceed $75,000,000 and (ii) the acquisition of Company Shares pursuant to the Tender Offer; (d) Hedging Agreements not prohibited by Section 11.1; (e) purchases loans and advances to officers, directors, employees and Affiliates (including advances for travel and miscellaneous expenses) in the ordinary course of assets business in an aggregate amount not to exceed $25,000 on any date of determination (without regard to write-offs or write-downs thereof); (f) 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; (f) Investments 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 $5,000,000; (g) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(h) and (k) and (ii) equity or capital Investments made investments by (A) the Borrower or any of its Subsidiaries in any Credit Party or (B) any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party;Hedging Agreements permitted under Section 9.1(e); and (h) Investments investments by the Borrower in the form of joint ventures; provided that (i) intercompany loans and advances permitted pursuant to Section 11.1(l) and (ii) equity or capital such investments made by any Credit Party in any Subsidiary which is not a Credit Party; provided that the aggregate amount of such intercompany Indebtedness and equity or capital investments, together with any intercompany Indebtedness permitted pursuant to Section 11.1(l)(ii), in each case, incurred or made after the Closing Date, shall not exceed $50,000,000 outstanding on any date 150,000 individually or $300,000 in the aggregate during the term of determination this Agreement, (which amount ii) each such joint venture shall be calculated in substantially the same field of business as the net balance of such loans, advances and equity or capital investments as reduced by any repayments or distributions made with respect thereto); (i) so long as no Default or Event of Default (including, without limitation, a Change of Control) shall have occurred and that to be continuing or would result therefrom, Investments conducted by the Borrower or any of its Subsidiaries on the Completion Date, (other than any investment by iii) the Borrower or any shall provide written notice of its Subsidiaries in each such joint venture not less than ten (10) Business Days prior to the form proposed date of acquisitions consummation of such joint venture, (iv) the Borrower shall comply with all or substantially all terms and conditions of the business or a line of business Security Documents in connection with its interest in each such joint venture within thirty (whether by the acquisition of Capital Stock, assets or any combination thereof30) of any other Person) not otherwise permitted hereunder paid solely with proceeds from the issuance of Capital Stock days of the Borrower; (j) other additional investments not otherwise permitted pursuant to this Section incurred or made after the Closing Date not to exceed $50,000,000 outstanding on any date of determination; and (k) consummation of each such joint venture and (v) the Acquisition Borrower shall provide to the Administrative Agent all other agreements, certificates and other documents reasonably requested thereby in accordance connection with the terms of the Acquisition Documents and all applicable lawseach such joint venture.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (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 except: (a) (i) Investments investments existing on the Closing Date in Subsidiaries existing on the Closing DateSubsidiaries, and (ii) investments in Domestic Subsidiaries (other than Investments existing on the Closing Date) so long as the Borrower and its Subsidiaries comply with the applicable provisions of Section 9.10 and (iii) the other loans, advances and Investments investments existing on the Fourth Amendment Effective Date which are described on Schedule 11.3 existing on the Closing Date11.3; (b) investments in (i) Investments in (A) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency thereof maturing within one hundred twenty (120) days from the date of acquisition thereof, (Bii) commercial paper maturing no more than one hundred twenty (120) days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. S&P or Xxxxx’x Investors Service, Inc.Xxxxx’x, (Ciii) certificates of deposit maturing no more than one hundred twenty (120) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States, 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, (Div) time deposits maturing no more than thirty (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, or (Ev) money market funds that invest in any Investments described in items (A) through (D) above and (ii) Investments permitted pursuant to that certain investment policy of the Borrower in effect as of the Closing Date and previously provided to the Administrative Agent (such Investments described in items (i) and (ii) above, “Cash Equivalents”); (i) Investments by the Borrower or any of its Subsidiaries in the form of Permitted Acquisitions; provided that the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with a Consolidated Total Leverage Ratio of less than 2.75:1:00 as of the last day of the Fiscal Quarter most recently ended; provided further that if such Consolidated Total Leverage Ratio is equal to or greater than 2.25:1.00 (but less than 2.75:1.00), the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions) immediately preceding such acquisition shall not exceed $75,000,000 and (ii) the acquisition of Company Shares pursuant to the Tender Offer; (d) Hedging Agreements not prohibited by Section 11.1; (e) purchases of assets demand deposit accounts maintained in the ordinary course of businessbusiness or (vi) any Eurodollar deposits maturing no more than seven (7) days from the date of creation thereof issued by a Lender, an Affiliate of a Lender or commercial banks, each having combined capital, surplus and undivided profits of not less than $500,000,000 in an aggregate amount invested at any one time not to exceed the greater of (A) three percent (3%) of Consolidated Total Assets (determined at the time of incurrence thereof based on the financial data for the most recently ended Fiscal Year for which audited financial statements of the US Borrower and its Subsidiaries are available), and (B) $20,000,000; (fc) Investments in investments by the form of loans and advances to employees in the ordinary course of business, which, in the aggregate, do not exceed at any time $5,000,000; (g) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(h) and (k) and (ii) equity or capital Investments made by (A) the US Borrower or any of its Subsidiaries in any Credit Party or (B) any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party; (h) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(l) and (ii) equity or capital investments made by any Credit Party in any Subsidiary which is not a Credit Party; provided that the aggregate amount of such intercompany Indebtedness and equity or capital investments, together with any intercompany Indebtedness permitted pursuant to Section 11.1(l)(ii), in each case, incurred or made after the Closing Date, shall not exceed $50,000,000 outstanding on any date of determination (which amount shall be calculated as the net balance of such loans, advances and equity or capital investments as reduced by any repayments or distributions made with respect thereto); (i) so long as no Default or Event of Default (including, without limitation, a Change of Control) shall have occurred and be continuing or would result therefrom, Investments by the Borrower or any of its Subsidiaries (other than any investment by the Borrower or any of its Subsidiaries thereof 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 PersonPerson if each such acquisition meets all of the following requirements (such acquisition being referred to herein as a “Permitted Domestic Acquisition”): (i) the Person to be acquired shall be organized under the laws of the United States of America, or the assets to be acquired shall be located in the continental United States of America, and such Person shall be engaged in a business, or such assets shall be used in a business, permitted pursuant to Section 11.12; (ii) the US Borrower or any Subsidiary (including any entity being acquired that becomes a Subsidiary) shall be the surviving Person and no Change of Control shall have been effected thereby; (iii) the Person to be acquired shall not otherwise permitted hereunder paid solely with proceeds from be subject to any material pending litigation which could reasonably be expected to have a Material Adverse Effect; (iv) prior to the issuance closing of such acquisition, the acquisition is approved by the board of directors (or a majority of the holders of the Capital Stock of such Person) of the Person whose assets or Capital Stock are being acquired pursuant to such acquisition; (v) no Default or Event of Default shall have occurred and be continuing both before and after giving effect to such proposed acquisition; (vi) if the aggregate amount of Permitted Acquisition Consideration payable in cash with respect to such proposed acquisition or series of related acquisitions exceeds $50,000,000, the US Borrower shall have (A) demonstrated to the Administrative Agent pro forma compliance (as of the date of the proposed acquisition and after giving effect thereto and any Extensions of Credit made or to be made in connection therewith or other Indebtedness incurred in connection therewith) with each covenant contained in, and in the manner set forth in, Article X, (B) delivered to the Administrative Agent evidence of the approval referred to in clause (iv) above, and (C) delivered written notice of such proposed acquisition to the Administrative Agent and the Lenders, which notice shall include the proposed closing date of such proposed acquisition and a description of the acquisition in the form customarily prepared by the US Borrower, not less than five (5) Business Days prior to such proposed closing date (or such later time as may be agreed to by the Administrative Agent in its sole discretion); and (vii) the US Borrower shall have delivered to the Administrative Agent such documents reasonably requested by the Administrative Agent or the Required Lenders (through the Administrative Agent) pursuant to Section 9.11 to be delivered at the time required pursuant to Section 9.11. (d) investments by the US Borrower or any Subsidiary thereof 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 if each such acquisition meets all of the following requirements (such acquisition being referred to herein as a “Permitted Foreign Acquisition”): (i) the Person to be acquired shall be organized under the laws of a jurisdiction other than the United States of America, or the assets to be acquired shall be located outside of the continental United States of America, and such Person shall be engaged in a business, or such assets shall be used in a business, permitted pursuant to Section 11.12; (ii) the US Borrower or any Subsidiary (including any entity being acquired that becomes a Subsidiary) shall be the surviving Person and no Change of Control shall have been effected thereby; (iii) the Person to be acquired shall not be subject to any material pending litigation which could reasonably be expected to have a Material Adverse Effect; (iv) prior to the closing of such acquisition, the acquisition is approved by the board of directors (or a majority of the holders of the Capital Stock of such Person) of the Person whose assets or Capital Stock are being acquired pursuant to such acquisition; (v) no Default or Event of Default shall have occurred and be continuing both before and after giving effect to such proposed acquisition; (vi) the aggregate amount of Permitted Acquisition Consideration payable (A) with respect to any Permitted Foreign Acquisition or series of related Permitted Foreign Acquisitions does not exceed $35,000,000 in cash and (B) with respect to all Permitted Foreign Acquisitions and the total amount of any transactions permitted under Sections 11.1(i), 11.3(i) and 11.5(f) does not exceed $60,000,000 in the aggregate during the period from the Closing Date through and including the Maturity Date; and (vii) if the aggregate amount of Permitted Acquisition Consideration payable in cash with respect to such proposed acquisition or series of related acquisitions exceeds $20,000,000, the US Borrower shall have (A) demonstrated to the Administrative Agent pro forma compliance (as of the date of the proposed acquisition and after giving effect thereto and any Extensions of Credit made or to be made in connection therewith or other Indebtedness incurred in connection therewith) with each covenant contained in, and in the manner set forth in, Article X, (B) delivered to the Administrative Agent evidence of the approval referred to in clause (iv) above, and (C) delivered written notice of such proposed acquisition to the Administrative Agent and the Lenders, which notice shall include the proposed closing date of such proposed acquisition and a description of the acquisition in the form customarily prepared by the US Borrower, not less than five (5) Business Days prior to such proposed closing date (or such later time as may be agreed to by the Administrative Agent in its sole discretion). (e) Hedging Agreements permitted pursuant to Section 11.1; (f) purchases of assets in the ordinary course of business; (g) investments in the form of loans and advances to employees in the ordinary course of business, which (i) during the period prior to the Fourth Amendment Effective Date do not exceed $500,000 in the aggregate and (ii) on or after the Fourth Amendment Effective Date, do not exceed at any time $2,000,000 in the aggregate; (h) intercompany Indebtedness permitted pursuant to Section 11.1(h); (i) the creation of new Foreign Subsidiaries or additional investments in existing Foreign Subsidiaries, the investment in which, together with the Permitted Acquisition Consideration payable in connection with all Permitted Foreign Acquisitions and the total amount of any transactions permitted under Sections 11.1(i) and 11.5(f), does not exceed $60,000,000 in the aggregate during the period from the Closing Date through and including the Maturity Date; (j) the creation of Domestic Subsidiaries after the Closing Date so long as (i) each such Domestic Subsidiary shall comply with Section 9.11 and (ii) the creation of such Domestic Subsidiary is otherwise made in accordance with the terms and conditions of this Agreement (including, without limitation, this Section 11.3); (k) equity investments (i) by the US Borrower in any Subsidiary Guarantor, (ii) by any Subsidiary in the US Borrower, (iii) by any Subsidiary in any Subsidiary Guarantor or (iv) by any Subsidiary that is not a Subsidiary Guarantor in any other Subsidiary that is not a Subsidiary Guarantor; (l) [Intentionally Omitted]; and (m) other additional domestic investments not otherwise permitted pursuant to this Section incurred or made after not exceeding $20,000,000 in the Closing Date not to exceed $50,000,000 outstanding on aggregate in any date of determination; and (k) consummation of the Acquisition in accordance with the terms of the Acquisition Documents and all applicable lawsFiscal Year.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stockcapital stock, interests in any partnership or joint venture (including, including without limitation, limitation the creation or capitalization of any Subsidiary), evidence of Indebtedness Debt 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 Person, or enter into, directly or indirectly, any commitment or option in respect of the foregoing except: (a) (i) Investments existing on the Closing Date investments in Subsidiaries existing on the Closing DateDate or formed at any time thereafter, or acquired in compliance with clause (iid) investments in Domestic Subsidiaries (other than Investments of this Section 10.4; and the existing on the Closing Date) so long as the Borrower and its Subsidiaries comply with the applicable provisions of Section 9.10 and (iii) the other loans, advances and Investments investments described on Schedule 11.3 existing on 10.4 of the Closing Date;Disclosure Letter; ------------- (b) investments in (i) Investments in (A) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency thereof maturing within one hundred twenty (120) 120 days from the date of acquisition thereof, (Bii) commercial paper maturing no more than one hundred twenty (120) 120 days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor’s 's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or Xxxxx’x Xxxxx'x Investors Service, Inc., (Ciii) certificates of deposit maturing no more than one hundred twenty (120) 120 days from the date of creation thereof issued by commercial banks incorporated under the laws of the United StatesStates 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, or (Div) time deposits maturing no more than thirty (30) 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, or (E) money market funds that invest in any Investments described in items (A) through (D) above and (ii) Investments permitted pursuant to that certain investment policy of the Borrower in effect as of the Closing Date and previously provided to the Administrative Agent (such Investments described in items (i) and (ii) above, “Cash Equivalents”); (i) Investments by the Borrower or any of its Subsidiaries in the form of Permitted Acquisitions; provided that the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with a Consolidated Total Leverage Ratio of less than 2.75:1:00 as of the last day of the Fiscal Quarter most recently ended; provided further that if such Consolidated Total Leverage Ratio is equal to or greater than 2.25:1.00 (but less than 2.75:1.00), the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions) immediately preceding such acquisition shall not exceed $75,000,000 and (iic) the acquisition of Company Shares pursuant to the Tender OfferAcquisition and Merger; (d) Hedging Agreements not prohibited by Section 11.1; (e) purchases of assets in the ordinary course of business; (f) Investments 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 $5,000,000; (g) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(h) and (k) and (ii) equity or capital Investments made by (A) the Borrower or any of its Subsidiaries in any Credit Party or (B) any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party; (h) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(l) and (ii) equity or capital investments made by any Credit Party in any Subsidiary which is not a Credit Party; provided that the aggregate amount of such intercompany Indebtedness and equity or capital investments, together with any intercompany Indebtedness permitted pursuant to Section 11.1(l)(ii), in each case, incurred or made after the Closing Date, shall not exceed $50,000,000 outstanding on any date of determination (which amount shall be calculated as the net balance of such loans, advances and equity or capital investments as reduced by any repayments or distributions made with respect thereto); (i) so long as no Default or Event of Default (including, without limitation, a Change of Control) shall have occurred and be continuing or would result therefrom, Investments by the Borrower or any of its Subsidiaries (other than any investment by the Borrower or any of its Subsidiaries in the form of acquisitions of all or substantially all of the business or a line of business (whether by the acquisition of Capital Stockcapital stock, assets or any combination thereof) of any other Person) not otherwise permitted hereunder paid solely with proceeds from the issuance of Capital Stock Person if such acquisition meets all of the Borrower; following requirements: (ji) other additional investments not otherwise permitted pursuant the Person whose equity interest is to this be acquired shall be or, as a result of such acquisition shall become, a Wholly-Owned Subsidiary of the Borrower and no Change in Control shall have been effected thereby, (ii) the Person whose equity interest is to be acquired shall engage in a business or the assets being acquired are to be used in a business described in Section incurred 10.11, (iii) evidence of approval of the acquisition by the board of directors or made equivalent governing body of the acquired Person, including, without limitation, resolutions duly adopted by the board of directors or equivalent governing body of the acquired Person authorizing the acquisition and the execution, delivery and performance of any transactions contemplated thereby, shall have been delivered to the Agent, (iv) the Borrower shall have demonstrated pro forma --- ----- compliance with each covenant contained in Articles VIII, IX and X hereof prior to consummating the acquisition and no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the acquisition, (v) a description of the acquisition and the governing documentation shall have been delivered to the Agent at least fifteen (15) Business Days prior to the consummation of the acquisition and a copy of the final governing documentation shall be delivered within a reasonable time after the Closing Date acquisition, (vi) the Borrower shall comply and cause of each of its Subsidiaries to comply with Section 8.11 and (vii) the fair market value of all consideration paid (including, without limitation, cash consideration paid, Debt assumed and the value of any stock transferred in any "pooling of interests" or otherwise) in connection with all such acquisitions in the aggregate shall not to exceed $50,000,000 outstanding on in any date of determination; and (k) consummation of the Acquisition in accordance with the terms of the Acquisition Documents and all applicable laws.Fiscal Year;

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture Stock (including, without limitation, the creation or capitalization of any Subsidiary), evidence of Indebtedness Debt (other than Guaranty Obligations permitted pursuant to Section 11.1) or other obligation or securitysecurity (including any security constituting a warrant or an option with respect to Capital Stock), substantially all or a portion of the business or assets in each case of any other Person or Person; consummate any other investment or interest whatsoever in any other PersonAcquisition, 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 other Person (all of the foregoing, “Investments”) except: (a) Investments (i) Investments existing on in Restricted Subsidiaries that are or concurrently with such Investment become Credit Parties in accordance with the Closing Date in Subsidiaries existing on the Closing Dateprovisions of Section 9.9, (ii) investments by any Restricted Subsidiary that is not a Credit Party in Domestic any other Restricted Subsidiary, (iii) by any Credit Party in Restricted Subsidiaries (other than Investments existing on the Closing Date) so long as the Borrower and its Subsidiaries comply with the applicable provisions of Section 9.10 that are not Credit Parties in an aggregate amount not to exceed $5,000,000 at any time and (iiiiv) the other loans, advances and Investments made prior to the Closing Date described on Schedule 11.3 existing on the Closing Date11.3; (b) (i) Investments in (Ai) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency thereof (provided that the full faith and credit of the United States is pledged in support of those obligations) maturing within one hundred twenty ninety (12090) days from the date of acquisition thereof, (Bii) commercial paper (A) maturing no more than one hundred twenty ninety (12090) days from the date of creation thereof and currently having a rating of at least A-2 from S&P or P-2 from Xxxxx’x or (B) maturing no more than one (1) year from the highest date of creation thereof and currently having a rating obtainable of at least A-1 from either Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. S&P or Xxxxx’x Investors Service, Inc.P-1 from Xxxxx’x, (Ciii) certificates of deposit maturing no more than one hundred twenty (120) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States, 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, (Div) time deposits maturing no more than thirty (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) any evidence of debt issued by a state, city, town, county or their agencies and paying interest which is exempt from federal tax; provided, that the maturity is ninety (E90) days or less and such debt is rated at least A-1, SP-1 or AAA by S&P or at least P-0, XXX-0 xr Aaa by Xxxxx’x and (vi) money market funds that and mutual funds which invest substantially all of their assets in any Investments securities of the types described in items clauses (Ai) through (Dv) above and above; (iic) Investments Hedging Agreements permitted pursuant to that certain investment policy of the Borrower in effect as of the Closing Date Section 11.1 and previously provided any commodity swap or other agreement or arrangement related to the Administrative Agent (such Investments described in items (i) and (ii) above, “Cash Equivalents”); (i) Investments by the Borrower or any of its Subsidiaries in the form of Permitted Acquisitions; provided that the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with a Consolidated Total Leverage Ratio of less than 2.75:1:00 as of the last day of the Fiscal Quarter most recently ended; provided further that if such Consolidated Total Leverage Ratio is equal to or greater than 2.25:1.00 (but less than 2.75:1.00), the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions) immediately preceding such acquisition shall not exceed $75,000,000 and (ii) the acquisition of Company Shares pursuant to the Tender Offercommodity prices; (d) Hedging Agreements not prohibited by Section 11.1Investments in the form of Capital Expenditures permitted pursuant to this Agreement; (e) purchases cash Investments, in (i) Permitted Franchisee Financing SPEs or (ii) franchisees of assets the Borrower (including, without limitation, any Investments made in any Permitted Franchisee Financing SPE or franchisees pursuant to the ordinary course Existing Permitted Franchisee Financing Documents); provided that the outstanding amount of businesssuch Investments made pursuant to this subsection (e) at any time shall not exceed (A) $100,000,000 less (B) the aggregate amount of Guaranty Obligations with respect to the Debt or other obligations of such franchisees or with respect to the Debt of any Permitted Franchisee Financing SPE permitted under Section 11.1(r); (f) Investments in the form of loans and advances to officers and employees of the Borrower and its Subsidiaries in the ordinary course of business, which, the business of the Borrower and its Subsidiaries as presently conducted in the aggregate, do an aggregate principal amount not to exceed $2,000,000 at any time $5,000,000outstanding; (g) additional non-speculative Investments in of the form of (i) intercompany loans Borrower and advances its Restricted Subsidiaries not otherwise permitted pursuant to this Section 11.1(h) and (k) and (ii) equity or capital Investments made by (A) 11.3 not to exceed $25,000,000 in the Borrower or aggregate at any of its Subsidiaries in any Credit Party or (B) any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party;time outstanding; and (h) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(l) and (ii) equity or capital investments made by any Credit Party in any Subsidiary which is not a Credit Party; provided that the aggregate amount of such intercompany Indebtedness and equity or capital investments, together with any intercompany Indebtedness permitted pursuant to Section 11.1(l)(ii), in each case, incurred or made after the Closing Date, shall not exceed $50,000,000 outstanding on any date of determination (which amount shall be calculated as the net balance of such loans, advances and equity or capital investments as reduced by any repayments or distributions made with respect thereto); (i) so long as no Default or Event of Default (including, without limitation, a Change of Control) shall have occurred and be continuing or would result therefrom, Investments by the Borrower or any of its Restricted Subsidiaries in the form of Acquisitions (each, a “Permitted Acquisition”); provided that: (i) the Person to be acquired shall be engaged in a business, or the assets to be acquired shall be used in a business, similar or complementary to the line of business of the Borrower and its Restricted Subsidiaries, and such Acquisition shall have been approved by the board of directors or equivalent governing body (or the shareholders) of the seller and/or the Person to be acquired; (ii) the Borrower or its Restricted Subsidiary, as applicable, shall be the surviving Person and no Change in Control shall have been effected thereby; (iii) the Borrower shall demonstrate, to the reasonable satisfaction of the Administrative Agent, pro forma compliance with the covenants contained in Sections 10.1 and 10.2 both before and immediately after giving effect to such Acquisition pursuant to, and in accordance with, the definition of EBITDA; (iv) no Default or Event of Default shall have occurred and be continuing both before and immediately after giving effect to the Acquisition; (v) the Borrower shall deliver written notice of such proposed Acquisition to the Administrative Agent, which notice shall include the proposed closing date of the Acquisition, not less than ten (10) Business Days (or such shorter period of time approved by the Administrative Agent in its sole discretion) prior to such proposed closing date; (vi) to the extent requested by the Administrative Agent in connection with any proposed Acquisition for which the aggregate total consideration (including, without limitation, any earn-outs valued in accordance with GAAP) exceeds $50,000,000, the Borrower shall deliver to the Administrative Agent copies of (A) the Permitted Acquisition Documents and (B) the Permitted Acquisition Diligence Information within a reasonable period of time before or after the proposed closing date of such Acquisition; (vii) [Intentionally omitted]; (viii) if, at the time of the consummation of any such Acquisition, the Leverage Ratio, calculated on a pro forma basis after giving effect to the consummation of such Acquisition pursuant to, and in accordance with, the definition of EBITDA and to all outstanding Funded Debt as of the date of applicable Acquisition (including any Funded Debt incurred in connection with such acquisition), equals or exceeds 2.50 to 1.00, as demonstrated in a compliance certificate in form and substance satisfactory to the Administrative Agent and executed by a Responsible Officer of the Borrower, the aggregate consideration (including, without limitation, any earn-outs valued in accordance with GAAP) paid in connection with all Permitted Acquisitions during the term of this Agreement shall not exceed $200,000,000 (it being understood and agreed that any consideration paid in connection with any prior Permitted Acquisitions shall be included in determining the utilization of such amount); and (i) deposits made in the ordinary course of business to secure the performance of leases or other than obligations as permitted by Section 11.2; For the purposes of Sections 11.3(e), (f) and (g), the “amount” of any loan, advance, extension of credit or investment made by the Borrower or any of its Restricted Subsidiaries (collectively, the “Investors”) in any other Person or Persons (collectively, the form “Recipient”) outstanding at any time shall be: (i) with respect to any loans, advances or extensions of acquisitions credit made by any Investor to any Recipient, an amount equal to (A) the principal amount of all loans, advances and extensions of credit made to the Recipient, directly or substantially all of the business or a line of business (whether indirectly, by the acquisition of Capital Stock, assets or any combination thereofInvestors less (B) the amount of any other Person) not otherwise permitted hereunder paid solely with proceeds from repayments of principal of such loans, advances or extensions of credit made, directly or indirectly, by the issuance of Capital Stock of Recipient to the Borrower; (j) other additional investments not otherwise permitted pursuant to this Section incurred or made after the Closing Date not to exceed $50,000,000 outstanding on any date of determinationInvestors; and (kii) consummation with respect to any investment made by any Investor in any Recipient, (A) the amount of capital contributions made in the Acquisition Recipient, directly or indirectly, by the Investors (without any adjustment for any increase or decrease in accordance value, or any write-up, write-down or write-off with regard to such investment to the terms extent that such increase or decrease in value or write-up, write-down or write-off does not require any additional capital contribution) less (B) the amount of the Acquisition Documents any dividends and all applicable lawsdistributions made by such Recipient (directly or indirectly) to such Investor or Investors.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (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 (any such transaction, an “Investment”) except: (a) (i) Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) investments in Domestic Subsidiaries (other than Investments existing on the Closing DateDate and Investments in Domestic Subsidiaries of Foreign Subsidiaries) so long as the Borrower and its Subsidiaries comply with the applicable provisions of Section 9.10 and (iii) the other loans, advances and Investments described on Schedule 11.3 existing on the Closing Third Amendment Effective Date; (b) (i) Investments in (A) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency thereof maturing within one hundred twenty (120) days from the date of acquisition thereof, (B) commercial paper maturing no more than one hundred twenty (120) days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx McGraw- Hill Companies, Inc. or Xxxxx’x Investors Service, Inc., (C) certificates of deposit maturing no more than one hundred twenty (120) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States, 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, (D) time deposits maturing no more than thirty (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, or (E) money E)money market funds that invest in any Investments described in items (A) through (D) above and (ii) Investments permitted pursuant to that certain investment policy of the Borrower in effect as of the Closing Date and previously provided to the Administrative Agent (such Investments described in items (i) and (ii) above, “Cash Equivalents”); (i) Investments by the Borrower or any of its Subsidiaries in the form of Permitted Acquisitions; provided that Acquisitions so long as the Borrower and its Subsidiaries shall be are in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio of at least 0.25:1.00 less than 2.75:1:00 as the then-applicable Consolidated Total Net Leverage Ratio that would otherwise be required under Section 10.1 determined for the most recently ended fiscal quarter of the last day of the Fiscal Quarter most recently ended; provided further that if Borrower prior to such Permitted Acquisition (such Consolidated Total Net Leverage Ratio is equal to or greater than 2.25:1.00 (but less than 2.75:1.00be calculated after giving effect to such Permitted Acquisition and any Indebtedness incurred in connection therewith), ; provided that the Permitted Acquisition Consideration for any acquired Subsidiary that does not become a Guarantor (or the assets of which are not acquired by the Borrower or a Guarantor) (x) shall not exceed $125,000,000 for any such acquisition (or series of related acquisitions) immediately preceding and (y) when taken together with the aggregate Permitted Acquisition Consideration for all such acquisition acquired businesses acquired after the First Amendment Effective Date (other than the TargetCo Acquisition) pursuant to the proviso in clause (d) of the definition of “Permitted Acquisition” and this Section 11.3(c)(i), shall not exceed $75,000,000 300,000,000 in the aggregate; and (ii) the acquisition of Company Shares pursuant to the Tender Offer; (d) Hedging Agreements not prohibited by Section 11.1; (e) purchases of assets in the ordinary course of business; (f) Investments 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 $5,000,000; (g) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(h) and (k) and (ii) equity or capital Investments made by (A) the Borrower or any of its Subsidiaries in any Credit Party or (B) any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party; (h) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(l) and (ii) equity or capital investments made by any Credit Party in any Subsidiary which is not a Credit Party; provided that the aggregate amount of such intercompany Indebtedness and equity or capital investmentsinvestments permitted pursuant to the foregoing clause (ii), together with any intercompany Indebtedness permitted pursuant to Section 11.1(l)(ii11.1(l)(iv), in each case, incurred or made after the Closing Third Amendment Effective Date, shall not exceed exceed, as of the date such Investment is made or increased, the greater of (A) $50,000,000 outstanding on any 75,000,000 and (B) five percent (5%) of Consolidated Total Assets as of such date of determination (which provided further that in making such determination, such amount shall be calculated as the net balance of such loans, advances and equity or capital investments (as of such date of determination) as reduced by any repayments or distributions made with respect theretothereto (as of such date of determination)); (i) so long as no Default or Event of Default (including, without limitation, a Change of Control) shall have occurred and be continuing or would result therefrom, Investments by the Borrower or any of its Subsidiaries (other than any investment by the Borrower or any of its Subsidiaries 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) not otherwise permitted hereunder paid solely with proceeds from the issuance of Capital Stock of the Borrower; (j) other additional investments not otherwise permitted pursuant to this Section incurred or made after the Closing Third Amendment Effective Date not to exceed exceed, as of the date such Investment is made or increased, the greater of (A) $50,000,000 outstanding on any 75,000,000 and (B) five percent (5%) of Consolidated Total Assets as of such date of determination (provided that in making such determination, such amount shall be calculated as the net balance of such loans, advances and equity or capital investments (as of such date of determination; and) as reduced by any repayments or distributions made with respect thereto (as of such date of determination)); (k) consummation of (i) the Acquisition in accordance with the terms of the Acquisition Documents and all applicable lawslaws and (ii) the Online Resources Acquisition in accordance with the terms of the Online Resources Acquisition Documents and all applicable laws (including the acquisition of Online Resources Shares pursuant to the Online Resources Tender Offer and the transactions contemplated by the Online Resources Shareholder Agreement); (l) any Investments by ACI Worldwide in (x) UK Holding constituting a capital contribution or other transfer of Capital Stock of each of the Specified S1 European Subsidiaries and PM Systems held by ACI Worldwide with a fair market value not to exceed $225,000,000 and (y) one or more direct or indirect Foreign Subsidiaries of the Borrower constituting a capital contribution or other transfer of Capital Stock of each of the Specified S1 Foreign Subsidiaries held by ACI Worldwide with a fair market value not to exceed $65,000,000, in each case, pursuant to the S1 Reorganization; and (m) (x) any Investments by ACI Worldwide in GPC or AcquisitionCo constituting a capital contribution or other transfer of Capital Stock in ACI Australia with a fair market value not to exceed $45,000,000 pursuant to the TargetCo Transactions and (y) additional capital contributions or other transfers of Capital Stock in connection with the reorganization of newly-formed or newly-acquired Foreign Subsidiaries from a Credit Party to a newly formed foreign holding company (or newly formed foreign holding companies); provided that (1) such reorganization is consummated by January 31, 2014 (or such later date agreed to among such Credit Party and the Administrative Agent), (2) no Default or Event of Default has occurred and is continuing at the time of such reorganization or would occur as a consequence of such reorganization, (3) any acquisition of any such Foreign Subsidiary is permitted under clause (c) of this Section 11.3 and (4) with respect to each such holding company that is a First-Tier Foreign Subsidiary, the Borrower shall comply with Section 9.10.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stockcapital stock, interests in any partnership or joint venture (including, without limitation, the creation or capitalization of any Subsidiary), evidence of Indebtedness Debt 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 57 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 except: (a) investments in (i) Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) investments in Domestic Subsidiaries (other than Investments existing on formed or acquired after the Closing Date) Date so long as the Borrower Borrowers and its their Subsidiaries comply with the applicable provisions of Section 9.10 8.11 and (iii) the other loans, advances and Investments investments described on Schedule 11.3 10.3 existing on the Closing Date; (b) investments in (i) Investments in (A) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency thereof maturing within one hundred twenty (120) days from the date of acquisition thereof, (Bii) commercial paper maturing no more than one hundred twenty (120) days from the date of creation thereof and currently having the highest a rating obtainable of "A-2" or better from either Standard & Poor’s 's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or Xxxxx’x a rating of "P2" or better from Xxxxx'x Investors Service, Inc., (Ciii) certificates of deposit maturing no more than one hundred twenty (120) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United StatesStates 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, or (Div) time deposits maturing no more than thirty (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; (c) investments in the form of the acquisition 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, if (Ei) money market funds that invest in any Investments described in items (A) through (D) above and no Default or Event of Default then exists or would be created thereby, (ii) Investments permitted pursuant to that certain investment policy of the Borrower in effect as of the Closing Date and previously provided Borrowers have delivered to the Administrative Agent a certificate of a Responsible Officer (on behalf of the Borrowers) demonstrating pro forma compliance with the covenants contained in Article IX both before and after giving effect to such Investments described in items (i) acquisition, and (iiiii) abovethe aggregate consideration (including cash and non-cash consideration, “Cash Equivalents”); (i) Investments by the Borrower or any of its Subsidiaries whether in the form of Permitted Acquisitions; provided that the Borrower earned-out payments or other deferred payments) and its Subsidiaries shall be in compliance on a Pro Forma Basis with a Consolidated Total Leverage Ratio any assumption of less than 2.75:1:00 as of the last day of the Fiscal Quarter most recently ended; provided further that if such Consolidated Total Leverage Ratio is equal to or greater than 2.25:1.00 (but less than 2.75:1.00), the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions) immediately preceding such acquisition shall liabilities does not exceed $75,000,000 and (ii) 25,000,000 for any single acquisition or an aggregate of $100,000,000 for all acquisitions from the acquisition date hereof through the Revolving Credit Termination Date, without the prior written consent of Company Shares pursuant to the Tender OfferRequired Lenders; (d) Hedging Agreements not prohibited by permitted pursuant to Section 11.110.1; (e) purchases of assets in the ordinary course of business; (f) Investments investments 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 satisfaction or partial satisfaction thereof from financially troubled account debtors to the aggregate, do not exceed at any time $5,000,000;extent reasonably necessary to prevent loss; and (g) Investments other investments not exceeding $20,000,000 in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(h) and (k) and (ii) equity or capital Investments made by (A) the Borrower or any of its Subsidiaries aggregate in any Credit Party or (B) any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party; (h) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(l) and (ii) equity or capital investments made by any Credit Party in any Subsidiary which is not a Credit Party; provided that the aggregate amount of such intercompany Indebtedness and equity or capital investments, together with any intercompany Indebtedness permitted pursuant to Section 11.1(l)(ii), in each case, incurred or made after the Closing Date, shall not exceed $50,000,000 outstanding on any date of determination (which amount shall be calculated as the net balance of such loans, advances and equity or capital investments as reduced by any repayments or distributions made with respect thereto); (i) so long as no Default or Event of Default (including, without limitation, a Change of Control) shall have occurred and be continuing or would result therefrom, Investments by the Borrower or any of its Subsidiaries (other than any investment by the Borrower or any of its Subsidiaries in the form of acquisitions of all or substantially all Fiscal Year of the business or a line of business (whether by the acquisition of Capital Stock, assets or any combination thereof) of any other Person) not otherwise permitted hereunder paid solely with proceeds from the issuance of Capital Stock of the Borrower; (j) other additional investments not otherwise permitted pursuant to this Section incurred or made after the Closing Date not to exceed $50,000,000 outstanding on any date of determination; and (k) consummation of the Acquisition in accordance with the terms of the Acquisition Documents and all applicable lawsBorrowers.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stockcapital stock, interests in any partnership partnership, limited liability company or joint venture (including, without limitation, the creation or capitalization of or any Subsidiary), evidence of Indebtedness Debt 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 exceptPerson, or enter into, directly or indirectly, any commitment or option in respect of the foregoing except investments in: (a) (i) Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) investments in Domestic Subsidiaries (other than Investments existing on the Closing Date) so long as the Borrower cash and its Subsidiaries comply with the applicable provisions of Section 9.10 and (iii) the other loans, advances and Investments described on Schedule 11.3 existing on the Closing Date; (b) (i) Investments in (A) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency thereof maturing within one hundred twenty (120) 120 days from the date of acquisition thereof, ; (Bb) commercial paper maturing no more than one hundred twenty (120) 120 days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor’s 's Ratings Services, a division of The XxXxxxMcGrxx-Xxxx CompaniesXxxpanies, Inc. or Xxxxx’x Investors Moodx'x Xxxestors Service, Inc., ; (Cc) certificates of deposit maturing no more than one hundred twenty (120) 120 days from the date of creation thereof issued by commercial banks incorporated under the laws of the United StatesStates 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, ; (Dd) time deposits maturing no more than thirty (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, or (E) money market funds that invest in any Investments described in items (A) through (D) above and (ii) Investments permitted pursuant to that certain investment policy of the Borrower in effect as of the Closing Date and previously provided to the Administrative Agent (such Investments described in items (i) and (ii) above, “Cash Equivalents”); (i) Investments by the Borrower or any of its Subsidiaries in the form of Permitted Acquisitions; provided that the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with a Consolidated Total Leverage Ratio of less than 2.75:1:00 as of the last day of the Fiscal Quarter most recently ended; provided further that if such Consolidated Total Leverage Ratio is equal to or greater than 2.25:1.00 (but less than 2.75:1.00), the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions) immediately preceding such acquisition shall not exceed $75,000,000 and (ii) the acquisition of Company Shares pursuant to the Tender Offer; (d) Hedging Agreements not prohibited by Section 11.1; (e) purchases loans and advances to officers, directors, employees and Affiliates (including advances for travel and miscellaneous expenses) in the ordinary course of assets business in an aggregate amount not to exceed $25,000 on any date of determination (without regard to write-offs or write-downs thereof); (f) 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; (f) Investments 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 $5,000,000; (g) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(h) and (k) and (ii) equity or capital Investments made investments by (A) the Borrower or any of its Subsidiaries in any Credit Party or (B) any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party;Hedging Agreements permitted under Section 9.1(e); and (h) Investments investments by the Borrower in the form of joint ventures; provided that (i) intercompany loans and advances permitted pursuant to Section 11.1(l) and such investments shall not exceed $150,000 individually or $300,000 in the aggregate during the term of this Agreement, (ii) equity or capital investments made each such joint venture shall be in substantially the same field of business as that conducted by any Credit Party in any Subsidiary which is not a Credit Party; provided that the aggregate amount of such intercompany Indebtedness and equity or capital investments, together with any intercompany Indebtedness permitted pursuant to Section 11.1(l)(ii), in each case, incurred or made after Borrower on the Closing Date, (iii) the Borrower shall provide written notice of each such joint venture not exceed $50,000,000 outstanding on any less than ten (10) Business Days prior to the proposed date of determination (which amount shall be calculated as the net balance consummation of such loansjoint venture, advances and equity or capital investments as reduced by any repayments or distributions made with respect thereto); (iiv) so long as no Default or Event of Default (including, without limitation, a Change of Control) shall have occurred and be continuing or would result therefrom, Investments by the Borrower or any shall comply with all terms and conditions of the Security Documents in connection with its Subsidiaries interest in each such joint venture within thirty (other than any investment by 30) days of the date of consummation of each such joint venture and (v) the Borrower or any of its Subsidiaries shall provide to the Administrative Agent all other agreements, certificates and other documents reasonably requested thereby 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) not otherwise permitted hereunder paid solely connection with proceeds from the issuance of Capital Stock of the Borrower; (j) other additional investments not otherwise permitted pursuant to this Section incurred or made after the Closing Date not to exceed $50,000,000 outstanding on any date of determination; and (k) consummation of the Acquisition in accordance with the terms of the Acquisition Documents and all applicable lawseach such joint venture.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, acquire any Capital Stock, interests in any partnership or joint venture (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 (each, an “Investment”), except: (a) Investments in any of the following (collectively “Cash Equivalents”); (i) Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) investments in Domestic Subsidiaries (other than Investments existing on the Closing Date) so long as the Borrower and its Subsidiaries comply with the applicable provisions of Section 9.10 and (iii) the other loans, advances and Investments described on Schedule 11.3 existing on the Closing Date; (b) (i) Investments in (A) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency thereof maturing within one hundred twenty (120) days from the date of acquisition thereof, (B) commercial paper maturing no more than one hundred twenty (120) days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or Xxxxx’x Investors Service, Inc., (C) certificates of deposit maturing no more than one hundred twenty (120) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States, 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, (D) time deposits maturing no more than thirty (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, or (E) money market funds that invest in any Investments described in items (A) through (D) above and ; (ii) Investments permitted pursuant to that certain investment policy any variable or fixed rate notes (other than notes of the Borrower type described in effect clause (ix) below) issued by, or guaranteed by, any domestic corporation rated A‑1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Xxxxx’x and maturing within twelve (12) months of the date of acquisition; (iii) auction preferred stocks having the highest short-term credit rating by S&P or Xxxxx’x; Investments as of the Closing Date in Subsidiaries existing on the Closing Date; (iv) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency thereof maturing within one (1) year from the date of acquisition thereof; (v) commercial paper or banker’s acceptances maturing no more than three hundred sixty-four (364) days from the date of creation thereof and previously currently having a rating of either A‑2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Xxxxx’x; (vi) certificates of deposit maturing no more than three hundred sixty-four (364) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States, each having combined capital, surplus and undivided profits of not less than $250,000,000 and having a rating of “A” or better by a nationally recognized rating agency; provided, that, unless otherwise approved by the Administrative Agent, 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; CHAR2\1566724v8 (vii) time deposits maturing no more than three hundred sixty-four (364) days from the date of creation thereof (viii) repurchase agreements with a term of not more than thirty (30) days with a bank or other trust company (including a Lender) or a recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully and unconditionally guaranteed or insured by the United States; (ix) obligations of states, municipalities, counties, political subdivisions, agencies of the foregoing and other similar entities and paying interest which is exempt from federal tax, provided that the maturity of such debt is three hundred sixty-four (364) days or less and such debt is rated at least A1 or MIG-1 by Xxxxx’x or at least A by S&P; (x) variable rate demand notes (low floaters) to the Administrative Agent extent such notes may be sold at no less than par upon not more than (7) days’ notice and so long as such obligations have been provided credit support by the issuance of a letter of credit from a commercial bank meeting the description in clause (iv) above; (xi) Investments, classified in accordance with GAAP as current assets of the Borrower and its Subsidiaries, in marketable short term money market mutual funds registered under the Investment Company Act of 1940, as amended, which are administered by institutions that have the highest rating obtainable from either Xxxxx’x, S&P or Morningstar and which invest substantially all of their assets in Investments of the types described in items clauses (i) and through (iix) above; and (xii) other similar Investments approved by the Administrative Agent, “Cash Equivalents”);including without limitation, Investments by Foreign Subsidiaries that are substantially similar to those described in the foregoing clauses (i) through (xi) in any country outside the United States in which such Person is organized; and (b) (i) Investments by the Borrower or any of its in Subsidiaries in the form of Permitted Acquisitions; provided that the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with a Consolidated Total Leverage Ratio of less than 2.75:1:00 as of the last day of the Fiscal Quarter most recently endedClosing Date; provided further that if such Consolidated Total Leverage Ratio is equal to or greater than 2.25:1.00 (but less than 2.75:1.00), the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions) immediately preceding such acquisition shall not exceed $75,000,000 and (ii) additional Investments in Domestic Subsidiaries; (iii) Investments in Subsidiaries formed or acquired after the acquisition Closing Date made in accordance with the terms and conditions of Company Shares this Agreement; and (iv) the other loans, advances and Investments existing on the Closing Date which are described on Schedule 10.3; (c) Bank Products and Hedging Agreements permitted pursuant to the Tender OfferSection 10.1; (d) Hedging Agreements not prohibited by Section 11.1; (e) purchases of assets in the ordinary course of business; (fe) Investments in the form of loans and advances to directors, officers and employees in the ordinary course of business, which, in the aggregate, do not exceed at any time $5,000,000500,000; (f) intercompany Indebtedness permitted pursuant to Section 10.1(e); (g) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(h) and (k) and (ii) equity or capital Investments made by (A) the Borrower or any of its Subsidiaries in any Credit Party or (B) any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party; (h) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(l) and (ii) equity or capital investments made by any Credit Party in any Subsidiary which is not a Credit Party; provided that the aggregate amount of such intercompany Indebtedness and equity or capital investments, together with any intercompany Indebtedness permitted pursuant to Section 11.1(l)(ii), in each case, incurred or made after the Closing Date, shall not exceed $50,000,000 outstanding on any date of determination (which amount shall be calculated as the net balance of such loans, advances and equity or capital investments as reduced by any repayments or distributions made with respect thereto); (i) so long as no Default or Event of Default (including, without limitation, a Change of Control) shall have occurred and be continuing or would result therefrom, Investments by the Borrower or any of its Subsidiaries (other than any investment by the Borrower or any of its Subsidiaries Subsidiary thereof 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) not otherwise permitted hereunder paid solely with proceeds from the issuance of Capital Stock Person if each such acquisition meets all of the Borrower; following requirements (j) other additional investments not otherwise permitted pursuant to this Section incurred or made after the Closing Date not to exceed $50,000,000 outstanding on any date of determination; and (k) consummation of the Acquisition in accordance with the terms of the Acquisition Documents and all applicable laws.such Investment, a “Permitted Acquisition”):

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stockcapital stock, interests in any partnership or joint venture (including, including without limitation, limitation the creation or capitalization of any Subsidiary), evidence of Indebtedness Debt 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 except: (a) (i) Investments investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) investments in Domestic Subsidiaries (other than Investments existing on the Closing Date) so long as the Borrower and its Subsidiaries comply with the applicable provisions of Section 9.10 and (iii) the other existing loans, advances and Investments investments not otherwise permitted by this Section 11.3 described on Schedule 11.3 existing on the Closing Date11.3; (b) investments in (i) Investments in (A) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency thereof maturing within one hundred twenty (120) 120 days from the date of acquisition thereof, (Bii) commercial paper maturing no more than one hundred twenty (120) 120 days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or Xxxxx’x Investors Service, Inc., (Ciii) certificates of deposit maturing no more than one hundred twenty (120) 120 days from the date of creation thereof issued by commercial banks incorporated under the laws of the United StatesXxxxxx Xxxxxx xx Xxxxxxx, 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, or (Div) time deposits maturing no more than thirty (30) 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, or (E) money market funds that invest in any Investments described in items (A) through (D) above and (ii) Investments permitted pursuant to that certain investment policy of the Borrower in effect as of the Closing Date and previously provided to the Administrative Agent (such Investments described in items (i) and (ii) above, “Cash Equivalents”); (ic) Investments investments by the Borrower or any of its Subsidiaries in the form of Permitted Acquisitions; provided that the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with a Consolidated Total Leverage Ratio of less than 2.75:1:00 as of the last day of the Fiscal Quarter most recently ended; provided further that if such Consolidated Total Leverage Ratio is equal to or greater than 2.25:1.00 (but less than 2.75:1.00), the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions) immediately preceding such acquisition shall not exceed $75,000,000 and (ii) the acquisition of Company Shares pursuant to the Tender Offer; (d) Hedging Agreements not prohibited by Section 11.1; (e) purchases of assets in the ordinary course of business; (f) Investments 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 $5,000,000; (g) Investments Subsidiary in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(h) and (k) and (ii) equity or capital Investments made by (A) the Borrower or any of its Subsidiaries in any Credit Party or (B) any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party; (h) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(l) and (ii) equity or capital investments made by any Credit Party in any Subsidiary which is not a Credit Party; provided that the aggregate amount of such intercompany Indebtedness and equity or capital investments, together with any intercompany Indebtedness permitted pursuant to Section 11.1(l)(ii), in each case, incurred or made after the Closing Date, shall not exceed $50,000,000 outstanding on any date of determination (which amount shall be calculated as the net balance of such loans, advances and equity or capital investments as reduced by any repayments or distributions made with respect thereto); (i) so long as no Default or Event of Default (including, without limitation, a Change of Control) shall have occurred and be continuing or would result therefrom, Investments by the Borrower or any of its Subsidiaries (other than any investment by the Borrower or any of its Subsidiaries in the form of acquisitions of all or substantially all of the business or a line of business (whether by the acquisition of Capital Stockcapital stock, assets or any combination thereof) of any other PersonPerson or (ii) not otherwise investments in Subsidiaries, so long as such acquisition or investment has been previously approved in writing by the Required Lenders; provided, however, that the Borrower or any Subsidiary shall be permitted hereunder paid solely to make any one or more individual acquisitions or a series of related acquisitions (or for any such investment) with proceeds from a total consideration (or investment amount) of up to $15,000,000 per any such acquisition or series of related acquisitions (or any such investment) without the issuance of Capital Stock approval of the BorrowerRequired Lenders so long as (i) no Default or Event of Default shall have occurred and be continuing or shall be created thereby, (ii) the Borrower shall have delivered to the Administrative Agent financial projections in form and substance reasonably satisfactory to the Administrative Agent, evidencing compliance, on a pro forma basis, with the covenants contained in Articles X and XI and (iii) the total consideration for such acquisitions (or investment) does not exceed in the aggregate $35,000,000 during the term of this Agreement; provided further that such acquired Subsidiary comply with Section 9.12 hereof; (jd) investments in Participation Certificates of CoBank to the extent required by Section 9.14; (e) investments in SCCs of RTFC of not more than 10% of the Term Loan C Commitment; (f) Hedging Agreements permitted pursuant to Section 11.1; (g) investments in the form of loans and advances to employees in the ordinary course of business, including, without limitation, in connection with the purchase or retention of capital by such employees in the ordinary course of business, which, in the aggregate do not at any time exceed $250,000; (h) investments comprised of notes payable, stock or other additional securities issued by account debtors to the Borrower or any Guarantor pursuant to negotiated agreements with respect to the settlement of such account debtor’s accounts in the ordinary course of business; provided that the aggregate amount of such accounts so settled by the Borrower and such Guarantor does not exceed $2,500,000 in the aggregate on any date of determination; (i) investments not otherwise permitted pursuant to this Section incurred or made after the Closing Date 11.3 in an amount not to exceed $50,000,000 outstanding on any date of determination1,000,000; and (kj) consummation investments consisting of promissory notes acquired by the Borrower in connection with the sale of assets permitted under Section 11.5(b); provided that at least seventy-five percent (75%) of the Acquisition total consideration received by the Borrower for each such sale of assets shall be paid in cash to the Borrower and an amount not to exceed twenty-five percent (25%) of the total consideration received by the Borrower for each such sale of assets may be paid by promissory note payable to the Borrower; provided further that each such promissory in the original principal amount of $10,000 or more shall be pledged to the Administrative Agent in accordance with the terms of the Acquisition Documents and all applicable lawsCollateral Agreement within ten (10) Business Days after such sale.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (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 except: (a) (i) Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) investments in Domestic Subsidiaries (other than Investments existing on the Closing Date) so long as the Borrower and its Subsidiaries comply with the applicable provisions of Section 9.10 8.10 and (iii) the other loans, advances and Investments described on Schedule 11.3 10.3 existing on the Closing Date; (b) (i) Investments in (A) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency thereof maturing within one hundred twenty (120) days from the date of acquisition thereof, (B) commercial paper maturing no more than one hundred twenty (120) days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or Xxxxx’x Investors Service, Inc., (C) certificates of deposit maturing no more than one hundred twenty (120) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States, 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, (D) time deposits maturing no more than thirty (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, or (E) money market funds that invest in any Investments described in items (A) through (D) above and (ii) Investments permitted pursuant to that certain investment policy of the Borrower in effect as of the Closing Date and previously provided to the Administrative Agent (such Investments described in items (i) and (ii) above, “Cash Equivalents”); (ic) Investments by the Borrower or any of its Subsidiaries in the form of Permitted Acquisitions; provided that the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with a Consolidated Total Leverage Ratio of less than 2.75:1:00 as of the last day of the Fiscal Quarter most recently ended; provided further that if such Consolidated Total Leverage Ratio is equal to or greater than 2.25:1.00 (but less than 2.75:1.00), the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions) immediately preceding such acquisition shall not exceed $75,000,000 and (ii) the acquisition of Company Shares pursuant to the Tender Offer75,000,000; (d) Hedging Agreements not prohibited by Section 11.110.1; (e) purchases of assets in the ordinary course of business; (f) Investments 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 $5,000,000; (g) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(h10.1(h) and (k) and (ii) equity or capital Investments made by (A) the Borrower or any of its Subsidiaries in any Credit Party or (B) any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party; (h) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(l10.1(l) and (ii) equity or capital investments made by any Credit Party in any Subsidiary which is not a Credit Party; provided that the aggregate amount of such intercompany Indebtedness and equity or capital investments, together with any intercompany Indebtedness permitted pursuant to Section 11.1(l)(ii10.1(l)(ii), in each case, incurred or made after the Closing Date, shall not exceed $50,000,000 outstanding on any date of determination (which amount shall be calculated as the net balance of such loans, advances and equity or capital investments as reduced by any repayments or distributions made with respect thereto); (i) so long as no Default or Event of Default (including, without limitation, a Change of Control) shall have occurred and be continuing or would result therefrom, Investments by the Borrower or any of its Subsidiaries (other than any investment by the Borrower or any of its Subsidiaries 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) not otherwise permitted hereunder paid solely with proceeds from the issuance of Capital Stock of the Borrower;; and (j) other additional investments not otherwise permitted pursuant to this Section Section, incurred or made after the Closing Date Date, not to exceed $50,000,000 outstanding on any date of determination; and (k) consummation of the Acquisition in accordance with the terms of the Acquisition Documents and all applicable laws.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (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 except: (a) (i) Investments investments existing on the Closing Date in Subsidiaries existing on the Closing DateSubsidiaries, and (ii) investments in Domestic Subsidiaries (other than Investments existing on the Closing Date) so long as the Borrower and its Subsidiaries comply with the applicable provisions of Section 9.10 and (iii) the other loans, advances and Investments described on Schedule 11.3 investments existing on the Closing DateDate which are described on Schedule 11.3; (b) investments in (i) Investments in (A) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency thereof maturing within one hundred twenty (120) days from the date of acquisition thereof, (Bii) commercial paper maturing no more than one hundred twenty (120) days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or Xxxxx’x Investors Service, Inc., (Ciii) certificates of deposit maturing no more than one hundred twenty (120) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States, 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, (Div) time deposits maturing no more than thirty (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, or (Ev) money market funds that invest in any Investments described in items (A) through (D) above and (ii) Investments permitted pursuant to that certain investment policy of the Borrower in effect as of the Closing Date and previously provided to the Administrative Agent (such Investments described in items (i) and (ii) above, “Cash Equivalents”); (i) Investments by the Borrower or any of its Subsidiaries in the form of Permitted Acquisitions; provided that the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with a Consolidated Total Leverage Ratio of less than 2.75:1:00 as of the last day of the Fiscal Quarter most recently ended; provided further that if such Consolidated Total Leverage Ratio is equal to or greater than 2.25:1.00 (but less than 2.75:1.00), the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions) immediately preceding such acquisition shall not exceed $75,000,000 and (ii) the acquisition of Company Shares pursuant to the Tender Offer; (d) Hedging Agreements not prohibited by Section 11.1; (e) purchases of assets demand deposit accounts maintained in the ordinary course of businessbusiness or (vi) any Eurodollar deposits maturing no more than seven (7) days from the date of creation thereof issued by a Lender, an Affiliate of a Lender or commercial banks, each having combined capital, surplus and undivided profits of not less than $500,000,000 in an aggregate amount invested at any one time not to exceed $10,000,000; (fc) Investments in investments by the form of loans and advances to employees in the ordinary course of business, which, in the aggregate, do not exceed at any time $5,000,000; (g) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(h) and (k) and (ii) equity or capital Investments made by (A) the US Borrower or any of its Subsidiaries in any Credit Party or (B) any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party; (h) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(l) and (ii) equity or capital investments made by any Credit Party in any Subsidiary which is not a Credit Party; provided that the aggregate amount of such intercompany Indebtedness and equity or capital investments, together with any intercompany Indebtedness permitted pursuant to Section 11.1(l)(ii), in each case, incurred or made after the Closing Date, shall not exceed $50,000,000 outstanding on any date of determination (which amount shall be calculated as the net balance of such loans, advances and equity or capital investments as reduced by any repayments or distributions made with respect thereto); (i) so long as no Default or Event of Default (including, without limitation, a Change of Control) shall have occurred and be continuing or would result therefrom, Investments by the Borrower or any of its Subsidiaries (other than any investment by the Borrower or any of its Subsidiaries thereof 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 PersonPerson if each such acquisition meets all of the following requirements (such acquisition being referred to herein as a “Permitted Domestic Acquisition”): (i) the Person to be acquired shall be organized under the laws of the United States of America, or the assets to be acquired shall be located in the continental United States of America, and such Person shall be engaged in a business, or such assets shall be used in a business, permitted pursuant to Section 11.12; (ii) the US Borrower or any Subsidiary (including any entity being acquired that becomes a Subsidiary) shall be the surviving Person and no Change of Control shall have been effected thereby; (iii) the Person to be acquired shall not otherwise permitted hereunder paid solely with proceeds from be subject to any material pending litigation which could reasonably be expected to have a Material Adverse Effect; (iv) prior to the issuance closing of such acquisition, the acquisition is approved by the board of directors (or a majority of the holders of the Capital Stock of such Person) of the Person whose assets or Capital Stock are being acquired pursuant to such acquisition; (v) no Default or Event of Default shall have occurred and be continuing both before and after giving effect to such proposed acquisition; (vi) if the aggregate amount of Permitted Acquisition Consideration payable in cash with respect to such proposed acquisition or series of related acquisitions exceeds $50,000,000, the US Borrower shall have (A) demonstrated to the Administrative Agent pro forma compliance (as of the date of the proposed acquisition and after giving effect thereto and any Extensions of Credit made or to be made in connection therewith) with each covenant contained in, and in the manner set forth in, Article X, (B) delivered to the Administrative Agent evidence of the approval referred to in clause (iv) above, and (C) delivered written notice of such proposed acquisition to the Administrative Agent and the Lenders, which notice shall include the proposed closing date of such proposed acquisition and a description of the acquisition in the form customarily prepared by the US Borrower, not less than five (5) Business Days prior to such proposed closing date; and (vii) the US Borrower shall have delivered to the Administrative Agent such documents reasonably requested by the Administrative Agent or the Required Lenders (through the Administrative Agent) pursuant to Section 9.11 to be delivered at the time required pursuant to Section 9.11. (d) investments by the US Borrower or any Subsidiary thereof 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 if each such acquisition meets all of the following requirements (such acquisition being referred to herein as a “Permitted Foreign Acquisition”): (i) the Person to be acquired shall be organized under the laws of a jurisdiction other than the United States of America, or the assets to be acquired shall be located outside of the continental United States of America, and such Person shall be engaged in a business, or such assets shall be used in a business, permitted pursuant to Section 11.12; (ii) the US Borrower or any Subsidiary (including any entity being acquired that becomes a Subsidiary) shall be the surviving Person and no Change of Control shall have been effected thereby; (iii) the Person to be acquired shall not be subject to any material pending litigation which could reasonably be expected to have a Material Adverse Effect; (iv) prior to the closing of such acquisition, the acquisition is approved by the board of directors (or a majority of the holders of the Capital Stock of such Person) of the Person whose assets or Capital Stock are being acquired pursuant to such acquisition; (v) no Default or Event of Default shall have occurred and be continuing both before and after giving effect to such proposed acquisition; (vi) the aggregate amount of Permitted Acquisition Consideration payable (A) with respect to any Permitted Foreign Acquisition or series of related Permitted Foreign Acquisitions does not exceed $35,000,000 in cash and (B) with respect to all Permitted Foreign Acquisitions and the total amount of any transactions permitted under Sections 11.1(i), 11.3(i) and 11.5(f) does not exceed $60,000,000 in the aggregate during the period from the Closing Date through and including the later to occur of the Revolving Credit Maturity Date or the Term Loan Maturity Date; and (vii) if the aggregate amount of Permitted Acquisition Consideration payable in cash with respect to such proposed acquisition or series of related acquisitions exceeds $20,000,000, the US Borrower shall have (A) demonstrated to the Administrative Agent pro forma compliance (as of the date of the proposed acquisition and after giving effect thereto and any Extensions of Credit made or to be made in connection therewith) with each covenant contained in, and in the manner set forth in, Article X, (B) delivered to the Administrative Agent evidence of the approval referred to in clause (iv) above, and (C) delivered written notice of such proposed acquisition to the Administrative Agent and the Lenders, which notice shall include the proposed closing date of such proposed acquisition and a description of the acquisition in the form customarily prepared by the US Borrower, not less than five (5) Business Days prior to such proposed closing date. (e) Hedging Agreements permitted pursuant to Section 11.1; (f) purchases of assets in the ordinary course of business; (g) investments 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 $500,000; (h) intercompany Indebtedness permitted pursuant to Section 11.1(h); (i) the creation of new Foreign Subsidiaries or additional investments in existing Foreign Subsidiaries, the investment in which, together with the Permitted Acquisition Consideration payable in connection with all Permitted Foreign Acquisitions and the total amount of any transactions permitted under Sections 11.1(i) and 11.5(f), does not exceed $60,000,000 in the aggregate during the period from the Closing Date through and including the later to occur of the Revolving Credit Maturity Date or the Term Loan Maturity Date; (j) the creation of Domestic Subsidiaries after the Closing Date so long as (i) each such Domestic Subsidiary shall comply with Section 9.11 and (ii) the creation of such Domestic Subsidiary is otherwise made in accordance with the terms and conditions of this Agreement (including, without limitation, this Section 11.3); (k) equity investments (i) by the US Borrower in any Subsidiary Guarantor, (ii) by any Subsidiary in the US Borrower, (iii) by any Subsidiary in any Subsidiary Guarantor or (iv) by any Subsidiary that is not a Subsidiary Guarantor in any other Subsidiary that is not a Subsidiary Guarantor; (i) so long as no Default or Event of Default has occurred or would result therefrom, the additional investment by the US Borrower and its Subsidiaries in Xxxxxx International, Inc. in an aggregate amount not to exceed $20,000,000 during the period from the Closing Date through and including the later to occur of the Revolving Credit Maturity Date or the Term Loan Maturity Date, provided that the US Borrower’s and its Subsidiaries’ interest in Xxxxxx International, Inc. shall not at any time exceed forty percent (40%) of the Capital Stock of Xxxxxx International, Inc.; and (l) other additional domestic investments not otherwise permitted pursuant to this Section incurred or made after not exceeding $7,500,000 in the Closing Date not to exceed $50,000,000 outstanding on aggregate in any date of determination; and (k) consummation of the Acquisition in accordance with the terms of the Acquisition Documents and all applicable lawsFiscal Year.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stockcapital stock, interests in any partnership or joint venture (including, without limitation, the creation or capitalization of any Subsidiary), evidence of Indebtedness Debt 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 except: (a) investments (i) Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) investments in Domestic Subsidiaries (other than Investments existing on formed or acquired after the Closing Date) Date so long as the Borrower and its Subsidiaries comply with the applicable provisions of Section 9.10 8.11 and (iii) the other existing loans, advances and Investments investments described on Schedule 11.3 10.3 existing on the Closing Date; (b) investments in (i) Investments in (A) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency thereof maturing within one hundred twenty (120) days year from the date of acquisition thereof, (Bii) commercial paper paper, variable or fixed rate notes maturing no more than one hundred twenty six (1206) days months from the date of creation acquisition thereof and currently having issued by, or guaranteed by, a domestic corporation rated A-1 (or the highest rating obtainable from either equivalent thereof) or better by Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or P-1 (or the equivalent thereof) or better by Xxxxx’x Investors Service, Inc., (Ciii) certificates of deposit maturing no more than one hundred twenty (120) days year from the date of creation thereof issued by any of the Lenders or commercial banks incorporated under the laws of the United StatesStates 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, or (Div) time deposits maturing no more than thirty (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, or (E) money market funds that invest in any Investments described in items (A) through (D) above and (ii) Investments permitted pursuant to that certain investment policy of the Borrower in effect as of the Closing Date and previously provided to the Administrative Agent thereunder (such Investments investments described in items (i) and through (iiiv) above, “Cash Equivalents”); (ic) Investments by the Borrower or any of its Subsidiaries in the form of Permitted Acquisitions; provided that the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with a Consolidated Total Leverage Ratio of less than 2.75:1:00 as of the last day of the Fiscal Quarter most recently ended; provided further that if such Consolidated Total Leverage Ratio is equal to or greater than 2.25:1.00 (but less than 2.75:1.00), the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions) immediately preceding such acquisition shall not exceed $75,000,000 and (ii) the acquisition of Company Shares Hedging Agreements permitted pursuant to the Tender Offer;Section 10.1; and (d) Hedging Agreements not prohibited by Section 11.1; (e) purchases of assets in the ordinary course of business; (f) Investments 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 $5,000,000; (g) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(h) and (k) and (ii) equity or capital Investments made by (A) the Borrower or any of its Subsidiaries in any Credit Party or (B) any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party; (h) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(l) and (ii) equity or capital investments made by any Credit Party in any Subsidiary which is not a Credit Party; provided that the aggregate amount of such intercompany Indebtedness and equity or capital investments, together with any intercompany Indebtedness permitted pursuant to Section 11.1(l)(ii), in each case, incurred or made after the Closing Date, shall not exceed $50,000,000 outstanding on any date of determination (which amount shall be calculated as the net balance of such loans, advances and equity or capital investments as reduced by any repayments or distributions made with respect thereto); (i) so So long as no Default or Event of Default (including, without limitation, a Change of Control) shall have has occurred and be continuing is continuing, or would result therefrom, Investments by the Borrower or any of its Subsidiaries (other than any investment by the Borrower or any of its Subsidiaries 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) not otherwise permitted hereunder paid solely with proceeds from the issuance of Capital Stock of the Borrower; (j) other additional investments not otherwise permitted pursuant to this Section incurred or made after the Closing Date not to exceed $50,000,000 outstanding on any date of determination; and (k) consummation of the Acquisition in accordance with the terms of the Acquisition Documents and all applicable lawsPermitted Acquisitions.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stockcapital stock, interests in any partnership or joint venture (including, including without limitation, limitation the creation or capitalization of any Subsidiary), evidence of Indebtedness Debt 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 except: (a) (i) Investments existing on the Closing Date investments in Subsidiaries existing on the Closing Date, (ii) investments in Domestic Subsidiaries (other than Investments existing on the Closing Date) so long as the Borrower Date and its Subsidiaries comply with the applicable provisions of Section 9.10 and (iii) the other existing loans, advances and Investments investments described on Schedule 11.3 10.4 existing on the Closing Date; (b) investments in (i) Investments in (A) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency thereof maturing within one hundred twenty (120) days from the date of acquisition thereof, (Bii) commercial paper maturing no more than one hundred twenty (120) days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor’s 's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or Xxxxx’x Xxxxx'x Investors Service, Inc., (Ciii) certificates of deposit maturing no more than one hundred twenty (120) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United StatesStates 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, (Div) time deposits maturing no more than thirty (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, or (Ev) money market mutual funds that organized under the laws of the United States or any State thereof which have daily pricing and daily redemption features and invest at least ninety (90%) percent of their assets in any Investments the investments described in items clauses (Ai) through (Div) above of this Section 10.4 (b), or (vi) investments in funds with similar criteria and investment strategies to those funds described on Schedule 10.4; (iic) Investments permitted pursuant to that certain investment policy investments in, capital contributions to, or loans or advances by the Borrower or any Guarantor to, any Material Subsidiary of the Borrower; provided, that the Borrower in effect as controls, either directly or indirectly, the ability of the Closing Date and previously provided such Material Subsidiary to make payments to the Administrative Agent Borrower or such Guarantor (such Investments described in items (i) and (ii) abovethe form of dividends, “Cash Equivalents”intercompany advances, or otherwise); (id) Investments investments by the Borrower or any of its Subsidiaries in joint ventures engaged in a business described or permitted in Section 8.10; provided, that the form aggregate amount of Permitted Acquisitions; provided that investments by the Borrower or any of its Subsidiaries in Non-Controlled Joint Ventures shall not exceed $4,000,000 at any time; (e) loans by the Borrower to any Person with which the Borrower is diligently and in good faith negotiating a joint venture agreement in an aggregate amount not to exceed $2,000,000; (f) acquisitions of (i) the capital stock or other ownership interests of any Subsidiary or Non-Controlled Joint Venture, so long as no Default or Event of Default has occurred and is continuing or would result therefrom or (ii) assets of restaurant properties, either (A) within concepts in which the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with a Consolidated Total Leverage Ratio of less than 2.75:1:00 are engaged as of the last day Closing Date, (B) which will be converted to concepts in which the Borrower and its Subsidiaries are engaged as of the Fiscal Quarter most recently ended; provided further that if such Consolidated Total Leverage Ratio is equal to Closing Date within eighteen (18) months after acquisition, or greater than 2.25:1.00 (but less than 2.75:1.00)C) at any time, within one (1) concept in which the Permitted Acquisition Consideration for any such acquisition (or series Borrower and its Subsidiaries are not engaged as of related acquisitions) immediately preceding such acquisition shall not exceed $75,000,000 and (ii) the acquisition of Company Shares pursuant Closing Date, in each case, subject to the Tender OfferCapital Expenditure limits set forth in Section 9.4; (dg) Hedging Agreements not prohibited by Section 11.1; (e) purchases of assets in the ordinary course of business; (f) Investments in the form of loans and advances to employees in the ordinary course of business, which, business in the aggregate, do an aggregate amount not to exceed $500,000 at any time $5,000,000; (g) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(h) and (k) and (ii) equity or capital Investments made by (A) the Borrower or any of its Subsidiaries in any Credit Party or (B) any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Partytime; (h) Investments in the form of (i) intercompany loans and advances Hedging Agreements permitted pursuant to Section 11.1(l) and (ii) equity or capital investments made by any Credit Party in any Subsidiary which is not a Credit Party10.1; provided that the aggregate amount of such intercompany Indebtedness and equity or capital investments, together with any intercompany Indebtedness permitted pursuant to Section 11.1(l)(ii), in each case, incurred or made after the Closing Date, shall not exceed $50,000,000 outstanding on any date of determination (which amount shall be calculated as the net balance of such loans, advances and equity or capital investments as reduced by any repayments or distributions made with respect thereto);and (i) so long as no Default investments in, capital contributions to, or Event of Default (including, without limitation, a Change of Control) shall have occurred and be continuing loans or would result therefrom, Investments advances by the Borrower or any Guarantor to, any Subsidiary of its Subsidiaries the Borrower which is not a Material Subsidiary; provided, that the Borrower controls, either directly or indirectly, the ability of such Subsidiary to make payments to the Borrower or such Guarantor (other than any investment in the form of dividends, intercompany advances, or otherwise); provided further, that the aggregate outstanding amount of investments in, capital contributions to, or loans or advances by the Borrower or any of its Guarantor, to all such Subsidiaries 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) shall not otherwise permitted hereunder paid solely with proceeds from the issuance of Capital Stock of the Borrower; (j) other additional investments not otherwise permitted pursuant to this Section incurred or made after the Closing Date not to exceed $50,000,000 outstanding on 2,000,000 at any date of determination; and (k) consummation of the Acquisition in accordance with the terms of the Acquisition Documents and all applicable lawstime.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture Stock (including, without limitation, the creation or capitalization of any Restricted Subsidiary), evidence of Indebtedness Debt (other than Guaranty Obligations permitted pursuant to Section 11.1) or other obligation or security, in each case of any other Person; purchase, own, invest in or otherwise acquire, directly or indirectly, all or substantially all or a portion of the business or assets a line of any other Person business (whether by acquisition of Capital Stock, assets, permitted merger or any other investment or interest whatsoever in combination thereof) of 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 other Person except: (a) investments (i) Investments existing on the Closing Date in Subsidiaries existing on made prior to the Closing Date, (ii) investments in Domestic Restricted Subsidiaries (other than Investments existing on formed or acquired after the Closing Date) Date so long as the Borrower and its Subsidiaries comply with the applicable provisions of Section 9.10 9.9 and (iii) the other loans, advances and Investments investments made prior to the Closing Date described on Schedule 11.3 existing on the Closing Date11.3; (b) investments in (i) Investments in (A) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency thereof maturing within one hundred twenty ninety (12090) days from the date of acquisition thereof, (Bii) commercial paper (A) maturing no more than one hundred twenty ninety (12090) days from the date of creation thereof and currently having a rating of at least A-2 from S&P or P-2 from Mxxxx’x or (B) maturing no more than one (1) year from the highest date of creation thereof and currently having a rating obtainable of at least A-1 from either Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. S&P or Xxxxx’x Investors Service, Inc.P-1 from Mxxxx’x, (Ciii) certificates of deposit maturing no more than one hundred twenty (120) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United StatesStates 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, (Div) time deposits maturing no more than thirty (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) investments by the Borrower in any evidence of debt issued by a state, city, town, county or their agencies and paying interest which is exempt from federal tax; provided, that the maturity is ninety (E90) days or less and such debt is rated at least A-1, SP-1 or AAA by S&P or at least P-0, XXX-0 or Aaa by Mxxxx’x and (vi) investments by the Borrower in money market funds that and mutual funds which invest substantially all of their assets in any Investments securities of the types described in items clauses (Ai) through (Dv) above and above; (iic) Investments Hedging Agreements permitted pursuant to that certain investment policy of the Borrower in effect as of the Closing Date Section 11.1 and previously provided any commodity swap or other agreement or arrangement related to the Administrative Agent (such Investments described in items (i) and (ii) above, “Cash Equivalents”); (i) Investments by the Borrower or any of its Subsidiaries in the form of Permitted Acquisitions; provided that the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with a Consolidated Total Leverage Ratio of less than 2.75:1:00 as of the last day of the Fiscal Quarter most recently ended; provided further that if such Consolidated Total Leverage Ratio is equal to or greater than 2.25:1.00 (but less than 2.75:1.00), the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions) immediately preceding such acquisition shall not exceed $75,000,000 and (ii) the acquisition of Company Shares pursuant to the Tender Offercommodity prices; (d) Hedging Agreements not prohibited by Section 11.1; (e) purchases of assets in the ordinary course of business; (e) investments in franchisees of the Borrower not to exceed $50,000,000 in the aggregate at any time outstanding; (f) Investments investments in the form of loans and advances to officers and employees of the Borrower and its Subsidiaries in the ordinary course of business, which, the business of the Borrower and its Subsidiaries as presently conducted in the aggregate, do an aggregate principal amount not to exceed $2,000,000 at any time $5,000,000outstanding; (g) Investments in additional non-speculative investments of the form of (i) intercompany loans Borrower and advances its Restricted Subsidiaries not otherwise permitted pursuant to this Section 11.1(h) and (k) and (ii) equity or capital Investments made by (A) 11.3 not to exceed $25,000,000 in the Borrower or aggregate at any of its Subsidiaries in any Credit Party or (B) any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party;time outstanding; and (h) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(l) and (ii) equity or capital investments made by any Credit Party in any Subsidiary which is not a Credit Party; provided that the aggregate amount of such intercompany Indebtedness and equity or capital investments, together with any intercompany Indebtedness permitted pursuant to Section 11.1(l)(ii), in each case, incurred or made after the Closing Date, shall not exceed $50,000,000 outstanding on any date of determination (which amount shall be calculated as the net balance of such loans, advances and equity or capital investments as reduced by any repayments or distributions made with respect thereto); (i) so long as no Default or Event of Default (including, without limitation, a Change of Control) shall have occurred and be continuing or would result therefrom, Investments by the Borrower or any of its Subsidiaries (other than any investment by the Borrower or any of its Restricted Subsidiaries 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 assets, permitted merger or any combination thereof) of any other PersonPerson if the Borrower and its Restricted Subsidiaries promptly comply with Section 9.9 hereof (each, a “Permitted Acquisition”); provided that: (i) not otherwise permitted hereunder paid solely with proceeds from the issuance Person to be acquired shall be a going concern, engaged in a business, or the assets to be acquired shall be used in a business, similar or complementary to the line of Capital Stock business of the BorrowerBorrower and its Subsidiaries, and such acquisition shall have been approved by the board of directors or equivalent governing body (or the shareholders) of the seller and/or the Person to be acquired; (jii) other additional investments the Borrower or its Restricted Subsidiary, as applicable, shall be the surviving Person and no Change in Control shall have been effected thereby; (iii) the Borrower shall demonstrate, to the reasonable satisfaction of the Administrative Agent, pro forma compliance with the covenants contained in Article X both before and immediately after giving effect to such acquisition; (iv) no Default or Event of Default shall have occurred and be continuing both before and immediately after giving effect to the acquisition; (v) the Borrower shall deliver written notice of such proposed acquisition to the Administrative Agent, which notice shall include the proposed closing date of the acquisition, not otherwise permitted less than ten (10) Business Days prior to such proposed closing date; (vi) to the extent requested by the Administrative Agent, the Borrower shall deliver to the Administrative Agent copies of (A) the Permitted Acquisition Documents and (B) the Permitted Acquisition Diligence Information within a reasonable period of time before or after the proposed closing date of such acquisition; (vii) if the Person to be acquired will be a Domestic Subsidiary of the Borrower and a Restricted Subsidiary, such Person shall become a Guarantor, pursuant to this Section incurred or made after the Closing Date not to exceed $50,000,000 outstanding on any date of determination9.9(a); and (kviii) consummation the aggregate total cash consideration paid in connection with all Permitted Acquisitions during the term of this Agreement shall not exceed $200,000,000. For the Acquisition purposes of Sections 11.3(e), (f) and (g), the “amount” of any loan, advance, extension of credit or investment made by the Borrower or any of its Restricted Subsidiaries (collectively, the “Investors”) in accordance any other Person or Persons (collectively, the “Recipient”) outstanding at any time shall be: (i) with respect to any loans, advances or extensions of credit made by any Investor to any Recipient, an amount equal to (A) the terms principal amount of loans, advances and extensions of credit made to the Acquisition Documents Recipient, directly or indirectly, by the Investors less (B) the amount of any repayments of principal of such loans, advances or extensions of credit made, directly or indirectly, by the Recipient to the Investors; and (ii) with respect to any investment made by any Investor in any Recipient, (A) the amount of capital contributions made in the Recipient, directly or indirectly, by the Investors (without any adjustment for any increase or decrease in value, or any write-up, write-down or write-off with regard to such investment to the extent that such increase or decrease in value or write-up, write-down or write-off does not require any additional capital contribution) less (B) the amount of any dividends and all applicable lawsdistributions made by such Recipient (directly or indirectly) to such Investor or Investors.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (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 except: (a) investments (i) Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, Date and (ii) investments in Domestic Subsidiaries (other than Investments existing on the Closing Date) so long as the Borrower and its Subsidiaries comply with the applicable provisions of Section 9.10 and (iii) the other loans, advances and Investments investments described on Schedule 11.3 11.3, in each case, existing on the Closing Date; (b) additional investments in Wholly-Owned Domestic Subsidiaries; provided, that management or pre-acquisition holders of Capital Stock of any such Domestic Subsidiary acquired pursuant to a Permitted Acquisition may own up to ten percent (10%) in the aggregate of the Capital Stock of such Subsidiary so long as no more than two Subsidiaries are less than wholly owned at any one time; (c) investments in (i) Investments in (A) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency or instrumentality thereof maturing within one hundred twenty (120) days year from the date of acquisition thereof, ; (Bii) commercial paper maturing no more than one hundred twenty hundred-eighty (120180) days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. S&P or Xxxxx’x Investors Service, Inc., Xxxxx’x; (Ciii) certificates of deposit deposit, bankers’ acceptances and Eurodollar time deposits, in each case, maturing no more than one three hundred twenty seventy (120370) days from the date of creation thereof thereof, issued by commercial banks, savings banks or savings and loan associations incorporated under the laws of the United States, each having combined capital, surplus and undivided profits of not less than $500,000,000 and having a rating of “A” or better by from S&P or the equivalent rating (or better) from a nationally recognized rating agency; provided, 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 or $10,000,000 for any one such bank; (iv) money market funds at commercial banks, savings banks or savings and loan associations incorporated under the laws of the United States, each having combined capital, surplus and undivided profits of not less than $500,000,000 and having a rating of “A” or better from S&P or the equivalent rating (Dor better) from a nationally recognized rating agency, provided, that the aggregate amount invested in such money market funds shall not at any time exceed $10,000,000 for any one such bank; (v) time deposits maturing no more than thirty (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, ; or (Evi) money market funds that invest other investments approved in any Investments writing by the Required Lenders (all of the foregoing described in items (A) through (D) above and (ii) Investments permitted pursuant to that certain investment policy of the Borrower in effect as of the Closing Date and previously provided to the Administrative Agent (such Investments described in items (i) and (ii) abovethis Section 11.3(c), “Cash Equivalents”); (id) Investments investments by the Borrower or any of its Subsidiaries in the form of Permitted Acquisitions; provided Acquisitions (including any investments held by Target to the extent that the Borrower and its Subsidiaries shall be such investments were not made in compliance on a Pro Forma Basis contemplation of or in connection with a Consolidated Total Leverage Ratio of less than 2.75:1:00 as of the last day of the Fiscal Quarter most recently ended; provided further that if such Consolidated Total Leverage Ratio is equal to or greater than 2.25:1.00 (but less than 2.75:1.00), the Permitted Acquisition Consideration for any and were in existence on the date of such acquisition (or series of related acquisitions) immediately preceding such acquisition shall not exceed $75,000,000 and (ii) the acquisition of Company Shares pursuant to the Tender OfferPermitted Acquisition); (de) Hedging Agreements not prohibited by and Guaranty Obligations permitted pursuant to Section 11.1; (ef) purchases of assets in the ordinary course of business; (fg) Investments investments in the form of loans and advances to officers, directors, employees and consultants in the ordinary course of business, which, in the aggregate, do not exceed at any time outstanding $5,000,000250,000; (gh) Investments in the form of (i) intercompany loans and advances transactions permitted pursuant to Section 11.1(h11.6; (i) investments in or by, and loans and advances to or from, Jamestown to the extent the Borrower reasonably determines such investments, loans and advances are approved by the Cayman Islands Monetary Authority and are not in violation of any Applicable Laws relating to Jamestown; (j) to the extent constituting investments, Capital Expenditures that are not prohibited pursuant to Section 10.3; (k) investments in (i) cash and (ii) equity deposit accounts and money market deposit accounts containing cash; (l) deposits made in the ordinary course of business to secure the performance of leases or capital Investments made by other obligations as permitted under Section 11.2; (Am) promissory notes and other noncash consideration received in connection with Dispositions permitted under Section 11.5; (n) other additional investments (excluding any investment in a Foreign Subsidiary) not otherwise permitted pursuant to this Section 11.3 not exceeding $5,000,000 in the aggregate in any Fiscal Year; (o) investments in Wholly-Owned Foreign Subsidiaries in an aggregate amount not to exceed $10,000,000 during the term of this Agreement subsequent to the Closing Date, to the extent any resulting Indebtedness is permitted under Section 11.1(i); and (p) investments in joint ventures not to exceed $2,000,000 at any time outstanding; provided that none of the Borrower or any of its Subsidiaries will acquire or hold any general partnership interest other than those in existence on the Closing Date and set forth on Schedule 11.3. For purposes of determining the amount of any Credit Party or (B) any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party; (h) Investments in Investment outstanding for purposes of this Section 11.3, such amount shall be deemed to be the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(l) and (ii) equity or capital investments made by any Credit Party in any Subsidiary which is not a Credit Party; provided that the aggregate amount of such intercompany Indebtedness and equity Investment when made, purchased or capital investments, together with any intercompany Indebtedness permitted pursuant to Section 11.1(l)(ii), acquired (without adjustment for subsequent increases or decreases in each case, incurred or made after the Closing Date, shall not exceed $50,000,000 outstanding on any date of determination (which amount shall be calculated as the net balance value of such loansInvestment) less any amount realized in respect of such Investment upon the sale, advances and equity collection or return of capital investments as reduced by any repayments or distributions made with respect thereto); (i) so long as no Default or Event of Default (including, without limitation, a Change of Control) shall have occurred and be continuing or would result therefrom, Investments by the Borrower or any of its Subsidiaries (other than any investment by the Borrower or any of its Subsidiaries 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) not otherwise permitted hereunder paid solely with proceeds from the issuance of Capital Stock of the Borrower; (j) other additional investments not otherwise permitted pursuant to this Section incurred or made after the Closing Date not to exceed $50,000,000 outstanding on any date of determination; and (k) consummation of the Acquisition in accordance with the terms of the Acquisition Documents and all applicable lawsoriginal amount invested).

Limitations on Loans, Advances, Investments and Acquisitions. PurchaseThe Borrower will not and will not permit any of its Consolidated Subsidiaries to purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including, including without limitation, limitation the creation or capitalization of any Subsidiary), evidence of Indebtedness Debt 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 Person, or enter into, directly or indirectly, any commitment or option in respect of the foregoing except: (a) (i) Investments existing on the Closing Date investments in Subsidiaries existing on the Closing Date, (ii) investments in Domestic Subsidiaries (other than Investments existing on the Closing Date) so long as intercompany loans and advances between the Borrower and its Consolidated Subsidiaries comply with the applicable provisions of Section 9.10 and (iii) the other existing loans, advances and Investments investments described on Schedule 11.3 existing on the Closing Date11.3; (b) investments in (i) Investments in (A) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency thereof maturing within one hundred twenty (1201) days year from the date of acquisition thereof, (Bii) commercial paper maturing no more than one hundred twenty (1201) days year from the date of creation thereof and currently having one of the two highest rating ratings obtainable from either Standard & Poor’s Ratings Services's Rating's Group, a division Division of The XxXxxxMcGraw-Xxxx Companies, Inc. Hill Corporation or Xxxxx’x Moody's Investors Service, Inc., (Ciii) certificates cxxxxxxxxxxx of deposit maturing no maturxxx xx more than one hundred twenty (1201) days year from the date of creation thereof issued by commercial banks incorporated under the laws of the United StatesStates 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 agencyagency (collectively, "Cash Equivalents"); 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, or (Div) time deposits maturing no more than thirty (30) 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, or (E) money market funds that invest in any Investments described in items (A) through (D) above and (ii) Investments permitted pursuant to that certain investment policy of the Borrower in effect as of the Closing Date and previously provided to the Administrative Agent (such Investments described in items (i) and (ii) above, “Cash Equivalents”); (ic) Investments investments by the Borrower or any of its Subsidiaries in the form of Permitted Acquisitions; provided that the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with a Consolidated Total Leverage Ratio of less than 2.75:1:00 as of the last day of the Fiscal Quarter most recently ended; provided further that if such Consolidated Total Leverage Ratio is equal to or greater than 2.25:1.00 (but less than 2.75:1.00), the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions) immediately preceding such acquisition shall not exceed $75,000,000 and (ii) the acquisition of Company Shares pursuant to the Tender Offer; (d) Hedging Agreements not prohibited by Section 11.1; (e) purchases of assets in the ordinary course of business; (f) Investments 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 $5,000,000; (g) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(h) and (k) and (ii) equity or capital Investments made by (A) the Borrower or any of its Subsidiaries in any Credit Party or (B) any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party; (h) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(l) and (ii) equity or capital investments made by any Credit Party in any Subsidiary which is not a Credit Party; provided that the aggregate amount of such intercompany Indebtedness and equity or capital investments, together with any intercompany Indebtedness permitted pursuant to Section 11.1(l)(ii), in each case, incurred or made after the Closing Date, shall not exceed $50,000,000 outstanding on any date of determination (which amount shall be calculated as the net balance of such loans, advances and equity or capital investments as reduced by any repayments or distributions made with respect thereto); (i) so long as no Default or Event of Default (including, without limitation, a Change of Control) shall have occurred and be continuing or would result therefrom, Investments by the Borrower or any of its Subsidiaries (other than any investment by the Borrower or any of its Subsidiaries 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) not otherwise permitted hereunder paid solely with proceeds from Person if such acquisition has been previously approved in writing by the issuance of Capital Stock of the BorrowerRequired Lenders; (jd) investments by the Borrower or any Consolidated Subsidiary in the form of capital contributions as required by the partnership agreements of Kinder Morgan Energy, the KMEP Operating Subsidiaries and any other additional investments xxxxxxxxxxx of which the Borrower or any of its Consolidated Subsidiaries is or becomes a partner; provided, that (i) the direct ownership interest of the Borrower or any such Consolidated Subsidiary in each such partnership is not otherwise permitted pursuant greater than 2.0% and (ii) the Borrower shall demonstrate to this Section incurred or made the satisfaction of the Administrative Agent pro forma compliance with the financial covenants contained in Article X after the Closing Date not giving pro forma effect to exceed $50,000,000 outstanding on any date of determinationsuch investment; and (ke) consummation investments by the Borrower or any Consolidated Subsidiary in respect of the Acquisition in accordance creation of any additional Subsidiaries except for Subsidiaries with the terms following characteristics: (i) the Subsidiaries are Subsidiaries of Kinder Morgan Energy, (ii) the Acquisition Documents Borrower is not a partner or member of xxxx Xxxxxxxxry, and all applicable laws(iii) if Kinder Morgan G.P. is a partner or member of such Subsidiary its direct ownexxxxx xxxxxest is not greater than 2.0%.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture Stock (including, without limitation, the creation or capitalization of any Subsidiary), evidence of Indebtedness Debt (other than Guaranty Obligations permitted pursuant to Section 11.1) or other obligation or securitysecurity (including any security constituting a warrant or an option with respect to Capital Stock), substantially all or a portion of the business or assets in each case of any other Person or Person; consummate any other investment or interest whatsoever in any other PersonAcquisition, 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 other Person (all of the foregoing, “Investments”) except: (a) Investments (i) Investments existing on the Closing Date in Subsidiaries existing on made prior to the Closing Date, (ii) investments in Domestic Restricted Subsidiaries (other than Investments existing on formed or acquired after the Closing Date) Date so long as the Borrower and its Subsidiaries comply with the applicable provisions of Section 9.10 9.9 and (iii) the other loans, advances and Investments made prior to the Closing Date described on Schedule 11.3 existing on the Closing Date11.3; (b) (i) Investments in (Ai) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency thereof (provided that the full faith and credit of the United States is pledged in support of those obligations) maturing within one hundred twenty ninety (12090) days from the date of acquisition thereof, (Bii) commercial paper (A) maturing no more than one hundred twenty ninety (12090) days from the date of creation thereof and currently having a rating of at least A-2 from S&P or P-2 from Xxxxx’x or (B) maturing no more than one (1) year from the highest date of creation thereof and currently having a rating obtainable of at least A-1 from either Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. S&P or Xxxxx’x Investors Service, Inc.P-1 from Xxxxx’x, (Ciii) certificates of deposit maturing no more than one hundred twenty (120) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States, 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, (Div) time deposits maturing no more than thirty (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) any evidence of debt issued by a state, city, town, county or their agencies and paying interest which is exempt from federal tax; provided, that the maturity is ninety (E90) days or less and such debt is rated at least A-1, SP-1 or AAA by S&P or at least X-0, XXX-0 or Aaa by Xxxxx’x and (vi) money market funds that and mutual funds which invest substantially all of their assets in any Investments securities of the types described in items clauses (Ai) through (Dv) above and above; (iic) Investments Hedging Agreements permitted pursuant to that certain investment policy of the Borrower in effect as of the Closing Date Section 11.1 and previously provided any commodity swap or other agreement or arrangement related to the Administrative Agent (such Investments described in items (i) and (ii) above, “Cash Equivalents”); (i) Investments by the Borrower or any of its Subsidiaries in the form of Permitted Acquisitions; provided that the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with a Consolidated Total Leverage Ratio of less than 2.75:1:00 as of the last day of the Fiscal Quarter most recently ended; provided further that if such Consolidated Total Leverage Ratio is equal to or greater than 2.25:1.00 (but less than 2.75:1.00), the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions) immediately preceding such acquisition shall not exceed $75,000,000 and (ii) the acquisition of Company Shares pursuant to the Tender Offercommodity prices; (d) Hedging Agreements not prohibited by Section 11.1Investments in the form of Capital Expenditures permitted pursuant to this Agreement; (e) purchases cash Investments, in (i) Permitted Franchisee Financing SPEs or (ii) franchisees of assets the Borrower (including, without limitation, any Investments made in any Permitted Franchisee Financing SPE or franchisees pursuant to the ordinary course Existing Permitted Franchisee Financing Documents); provided that the outstanding amount of businesssuch Investments made pursuant to this subsection (e) at any time shall not exceed (A) $100,000,000 less (B) the aggregate amount of Guaranty Obligations with respect to the Debt or other obligations of such franchisees or with respect to the Debt of any Permitted Franchisee Financing SPE permitted under Section 11.1(r); (f) Investments in the form of loans and advances to officers and employees of the Borrower and its Subsidiaries in the ordinary course of business, which, the business of the Borrower and its Subsidiaries as presently conducted in the aggregate, do an aggregate principal amount not to exceed $2,000,000 at any time $5,000,000outstanding; (g) additional non-speculative Investments in of the form of (i) intercompany loans Borrower and advances its Restricted Subsidiaries not otherwise permitted pursuant to this Section 11.1(h) and (k) and (ii) equity or capital Investments made by (A) 11.3 not to exceed $25,000,000 in the Borrower or aggregate at any of its Subsidiaries in any Credit Party or (B) any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party;time outstanding; and (h) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(l) and (ii) equity or capital investments made by any Credit Party in any Subsidiary which is not a Credit Party; provided that the aggregate amount of such intercompany Indebtedness and equity or capital investments, together with any intercompany Indebtedness permitted pursuant to Section 11.1(l)(ii), in each case, incurred or made after the Closing Date, shall not exceed $50,000,000 outstanding on any date of determination (which amount shall be calculated as the net balance of such loans, advances and equity or capital investments as reduced by any repayments or distributions made with respect thereto); (i) so long as no Default or Event of Default (including, without limitation, a Change of Control) shall have occurred and be continuing or would result therefrom, Investments by the Borrower or any of its Restricted Subsidiaries in the form of Acquisitions if the Borrower and its Restricted Subsidiaries promptly comply with Section 9.9 hereof (each, a “Permitted Acquisition”); provided that: (i) the Person to be acquired shall be engaged in a business, or the assets to be acquired shall be used in a business, similar or complementary to the line of business of the Borrower and its Restricted Subsidiaries, and such acquisition shall have been approved by the board of directors or equivalent governing body (or the shareholders) of the seller and/or the Person to be acquired; (ii) the Borrower or its Restricted Subsidiary, as applicable, shall be the surviving Person and no Change in Control shall have been effected thereby; (iii) the Borrower shall demonstrate, to the reasonable satisfaction of the Administrative Agent, pro forma compliance with the covenants contained in Sections 10.1 and 10.2 both before and immediately after giving effect to such acquisition pursuant to, and in accordance with, the definition of EBITDA; (iv) no Default or Event of Default shall have occurred and be continuing both before and immediately after giving effect to the acquisition; (v) the Borrower shall deliver written notice of such proposed acquisition to the Administrative Agent, which notice shall include the proposed closing date of the acquisition, not less than ten (10) Business Days (or such shorter period of time approved by the Administrative Agent in its sole discretion) prior to such proposed closing date; (vi) to the extent requested by the Administrative Agent in connection with any proposed acquisition for which the aggregate total consideration (including, without limitation, any earn-outs valued in accordance with GAAP) exceeds $50,000,000, the Borrower shall deliver to the Administrative Agent copies of (A) the Permitted Acquisition Documents and (B) the Permitted Acquisition Diligence Information within a reasonable period of time before or after the proposed closing date of such acquisition; (vii) if the Person to be acquired will be a Domestic Subsidiary of the Borrower and a Restricted Subsidiary, such Person shall become a Guarantor, pursuant to Section 9.9(a); (viii) if, at the time of the consummation of any such acquisition, the Leverage Ratio, calculated on a pro forma basis after giving effect to the consummation of such acquisition pursuant to, and in accordance with, the definition of EBITDA and to all outstanding Funded Debt as of the date of applicable acquisition (including any Funded Debt incurred in connection with such acquisition), equals or exceeds 2.00 to 1.00, as demonstrated in a compliance certificate in form and substance satisfactory to the Administrative Agent and executed by a Responsible Officer of the Borrower, the aggregate consideration (including, without limitation, any earn-outs valued in accordance with GAAP) paid in connection with all Permitted Acquisitions during the term of this Agreement shall not exceed $200,000,000 (it being understood and agreed that any consideration paid in connection with any prior Permitted Acquisitions shall be included in determining the utilization of such amount); and (i) deposits made in the ordinary course of business to secure the performance of leases or other than obligations as permitted by Section 11.2; For the purposes of Sections 11.3(e), (f) and (g), the “amount” of any loan, advance, extension of credit or investment made by the Borrower or any of its Restricted Subsidiaries (collectively, the “Investors”) in any other Person or Persons (collectively, the form “Recipient”) outstanding at any time shall be: (i) with respect to any loans, advances or extensions of acquisitions credit made by any Investor to any Recipient, an amount equal to (A) the principal amount of all loans, advances and extensions of credit made to the Recipient, directly or substantially all of the business or a line of business (whether indirectly, by the acquisition of Capital Stock, assets or any combination thereofInvestors less (B) the amount of any other Person) not otherwise permitted hereunder paid solely with proceeds from repayments of principal of such loans, advances or extensions of credit made, directly or indirectly, by the issuance of Capital Stock of Recipient to the Borrower; (j) other additional investments not otherwise permitted pursuant to this Section incurred or made after the Closing Date not to exceed $50,000,000 outstanding on any date of determinationInvestors; and (kii) consummation with respect to any investment made by any Investor in any Recipient, (A) the amount of capital contributions made in the Acquisition Recipient, directly or indirectly, by the Investors (without any adjustment for any increase or decrease in accordance value, or any write-up, write-down or write-off with regard to such investment to the terms extent that such increase or decrease in value or write-up, write-down or write-off does not require any additional capital contribution) less (B) the amount of the Acquisition Documents any dividends and all applicable lawsdistributions made by such Recipient (directly or indirectly) to such Investor or Investors.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stockcapital stock, interests in any partnership or joint venture (including, including without limitation, limitation the creation or capitalization of any Subsidiary), evidence of Indebtedness Debt 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 except: (a) (i) Investments existing on the Closing Date investments in Subsidiaries existing on the Closing Date, (ii) investments in Domestic Subsidiaries (other than Investments existing on the Closing Date) so long as the Borrower Date and its Subsidiaries comply with the applicable provisions of Section 9.10 and (iii) the other loans, advances and Investments investments in existence on the Original Closing Date and described on Schedule 11.3 existing on the Closing Date10.4; (b) investments in (i) Investments in (A) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency thereof maturing within one hundred twenty (120) days from the date of acquisition thereof, (Bii) commercial paper maturing no more than one hundred twenty (120) days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or Xxxxx’x Investors Service, Inc., (Ciii) certificates of deposit maturing no more than one hundred twenty (120) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States, 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, (Div) time deposits maturing no more than thirty (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, or (Ev) money market mutual funds that organized under the laws of the United States or any State thereof which have daily pricing and daily redemption features and invest at least ninety (90%) percent of their assets in any Investments the investments described in items clauses (Ai) through (Div) above of this Section 10.4(b), or (vi) investments in funds with similar criteria and investment strategies to those funds described on Schedule 10.4; (iic) Investments permitted pursuant to that certain investment policy investments in, capital contributions to, or loans or advances by the Borrower or any Guarantor to, any Material Subsidiary of the Borrower; provided, that the Borrower in effect as controls, either directly or indirectly, the ability of the Closing Date and previously provided such Material Subsidiary to make payments to the Administrative Agent Borrower or such Guarantor (such Investments described in items (i) and (ii) abovethe form of dividends, “Cash Equivalents”intercompany advances, or otherwise); (id) Investments investments by the Borrower or any of its Subsidiaries in the form of Permitted Acquisitionsjoint ventures engaged in a business described or permitted in Section 8.10; provided provided, that the aggregate amount of investments by the Borrower and or any of its Subsidiaries shall be in compliance on a Pro Forma Basis with a Consolidated Total Leverage Ratio of less than 2.75:1:00 as of the last day of the Fiscal Quarter most recently ended; provided further that if such Consolidated Total Leverage Ratio is equal to or greater than 2.25:1.00 (but less than 2.75:1.00), the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions) immediately preceding such acquisition Non-Controlled Joint Ventures shall not exceed $75,000,000 and (ii) 35,000,000 at any time; provided that to the acquisition extent a Non-Controlled Joint Venture is engaged in a new concept, the aggregate amount of Company Shares investments made pursuant to this Section 10.4(d) in such Non-Controlled Joint Venture shall not exceed the Tender Offer; (d) Hedging Agreements not prohibited by aggregate amount permitted pursuant to Section 11.1;8.10. (e) purchases of assets loans by the Borrower to any Person with which the Borrower is diligently and in the ordinary course of businessgood faith negotiating a joint venture agreement in an aggregate amount not to exceed $2,000,000; (f) Investments in the form of Permitted Acquisitions; (g) loans and advances to employees in the ordinary course of business, which, business in the aggregate, do an aggregate amount not to exceed $500,000 at any time $5,000,000; (g) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(h) and (k) and (ii) equity or capital Investments made by (A) the Borrower or any of its Subsidiaries in any Credit Party or (B) any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Partytime; (h) Investments in the form of (i) intercompany loans and advances Hedging Agreements permitted pursuant to Section 11.1(l) and (ii) equity or capital investments made by any Credit Party in any Subsidiary which is not a Credit Party; provided that the aggregate amount of such intercompany Indebtedness and equity or capital investments, together with any intercompany Indebtedness permitted pursuant to Section 11.1(l)(ii), in each case, incurred or made after the Closing Date, shall not exceed $50,000,000 outstanding on any date of determination (which amount shall be calculated as the net balance of such loans, advances and equity or capital investments as reduced by any repayments or distributions made with respect thereto)10.1; (i) so long as no Default investments in, capital contributions to, or Event of Default (including, without limitation, a Change of Control) shall have occurred and be continuing loans or would result therefrom, Investments advances by the Borrower or any Guarantor to, any Subsidiary of its Subsidiaries the Borrower which is not a Material Subsidiary; provided, that the Borrower controls, either directly or indirectly, the ability of such Subsidiary to make payments to the Borrower or such Guarantor (other than any investment in the form of dividends, intercompany advances, or otherwise); provided further, that the aggregate outstanding amount of investments in, capital contributions to, or loans or advances by the Borrower or any of its Guarantor, to all such Subsidiaries 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 shall not exceed $2,000,000 at any combination thereof) of any other Person) not otherwise permitted hereunder paid solely with proceeds from the issuance of Capital Stock of the Borrowertime; (j) other additional investments not otherwise permitted pursuant to this Section incurred or made after in the Closing Date not to exceed $50,000,000 outstanding on any date ordinary course of determinationbusiness for the expansion of single restaurant units; and (k) consummation of the Acquisition in accordance with the terms of the Acquisition Documents subject to Section 8.13, so long as no Default has occurred and all applicable lawsis continuing or would result from such acquisition, any Site Acquisition.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stockcapital stock, interests in any partnership or joint venture (including, without limitation, the creation or capitalization of any Subsidiary), evidence of Indebtedness Debt 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 except: (a) investments (i) Investments existing on the Closing Date in Subsidiaries existing on the Closing DateSubsidiaries, (ii) investments in Domestic Subsidiaries (other than Investments existing on formed or acquired after the Closing Date) Date so long as the Borrower and its Subsidiaries comply with the applicable provisions of Section 9.10 8.10 and (iii) existing on the other Closing Date in the form of loans, advances and Investments investments described on Schedule 11.3 existing on the Closing Date10.3; (b) investments in (i) Investments in (A) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency thereof maturing within one three hundred twenty sixty-five (120365) days from the date of acquisition thereof, (Bii) commercial paper maturing no more than one hundred twenty (120) days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or Xxxxx’x Investors Service, Inc., (Ciii) certificates of deposit maturing no more than one hundred twenty (120) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United StatesStates 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, (Div) time deposits maturing no more than thirty (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) tax-exempt municipal bonds maturing within one hundred twenty (120) days from the date of acquisition thereof, (vi) any money market or bank fund investing only in the investments set forth above or (Evii) money market funds that invest investments held in any Investments described in items (A) through (D) above and (ii) Investments permitted pursuant trust or escrow accounts subject to that certain investment policy of the Borrower in effect as of the Closing Date and previously provided to the Administrative Agent (such Investments described in items (i) and (ii) abovegovernment regulation, “Cash Equivalents”);legal settlements, collateral requirements or other similar arrangements; and (ic) Investments by the Borrower or any of its Subsidiaries in the form of Permitted Acquisitions; provided that the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with a Consolidated Total Leverage Ratio of less than 2.75:1:00 as of the last day of the Fiscal Quarter most recently ended; provided further that if such Consolidated Total Leverage Ratio is equal to or greater than 2.25:1.00 (but less than 2.75:1.00), the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions) immediately preceding such acquisition shall not exceed $75,000,000 and (ii) the acquisition of Company Shares pursuant to the Tender Offer; (d) Hedging Agreements not prohibited by Section 11.1; (e) purchases of assets in the ordinary course of business; (f) Investments 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 $5,000,000; (g) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(h) and (k) and (ii) equity or capital Investments made by (A) the Borrower or any of its Subsidiaries in any Credit Party or (B) any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party; (h) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(l) and (ii) equity or capital investments made by any Credit Party in any Subsidiary which is not a Credit Party; provided that the aggregate amount of such intercompany Indebtedness and equity or capital investments, together with any intercompany Indebtedness permitted pursuant to Section 11.1(l)(ii), in each case, incurred or made after the Closing Date, shall not exceed $50,000,000 outstanding on any date of determination (which amount shall be calculated as the net balance of such loans, advances and equity or capital investments as reduced by any repayments or distributions made with respect thereto); (i) so long as no Default or Event of Default (including, without limitation, a Change of Control) shall have occurred and be continuing or would result therefrom, Investments by the Borrower or any of its Subsidiaries (other than any investment by the Borrower or any of its Subsidiaries in the form of acquisitions of all, substantially all or substantially all a majority of the stock or assets of the business or a line of business (whether by the acquisition of Capital Stockcapital stock, assets or any combination thereof) of any other PersonPerson (each, a “Permitted Acquisition”); provided that: (i) not otherwise permitted hereunder paid solely with proceeds from the issuance Person to be acquired shall be a going concern, engaged in a business, or the assets to be acquired shall be used in a business which is similar, related or complimentary to the line of Capital Stock business of the BorrowerBorrower and its Subsidiaries as required pursuant to Section 10.12; (jii) the Borrower or such Subsidiary (unless the Person to be acquired complies with Section 8.10), as applicable, shall be the surviving Person and no Change in Control shall have been effected thereby; (iii) with respect to any Material Acquisition, the Borrower shall have delivered written notice of such proposed acquisition to the Administrative Agent (for delivery by the Administrative Agent to the Lenders) and the Lenders, which notice shall include the proposed closing date of such proposed acquisition, not less than twenty (20) calendar days prior to such proposed closing date; (iv) with respect to any Material Acquisition, the Borrower shall have delivered to the Administrative Agent copies of the Permitted Acquisition Documents; (v) with respect to any Material Acquisition, the Borrower shall have certified on or before the closing date of such proposed acquisition, in writing and in a form reasonably acceptable to the Administrative Agent and the Lenders, that such proposed acquisition has been approved by the board of directors or equivalent governing body of the Person to be acquired; (vi) no Default or Event of Default shall have occurred and be continuing both before and after giving effect to such proposed acquisition; (vii) the Borrower shall have complied with Section 8.10; (viii) with respect to any Material Acquisition, the Borrower shall have delivered to the Administrative Agent and the Lenders an Officer’s Compliance Certificate dated as of the closing date of such proposed acquisition demonstrating, in form and substance reasonably satisfactory thereto, pro forma compliance with each covenant contained in Article IX (both before and after giving effect to such proposed acquisition) (it being agreed by the Borrower, the Administrative Agent and the Lenders that such calculations shall assume that all Debt assumed or incurred in conjunction with such proposed acquisition was incurred at the beginning of the applicable calculation period and that all income and expenses associated with such proposed acquisition shall be treated as earned and included in the pro-forma calculations (both on a consolidated and consolidating basis)); (ix) the Borrower shall have at least $10,000,000 in Liquidity both before and after giving effect to such proposed acquisition; and (x) the Person to be acquired is not subject to material pending litigation which could reasonably be expected to have a Material Adverse Effect; (d) investments by the Borrower or any of its Subsidiaries in the form of acquisitions of less than a majority of the capital stock or other additional ownership interests of any other Person; provided that: (i) the Person to be invested in shall be a going concern, engaged in a business which is similar, related or complimentary to the line of business of the Borrower and its Subsidiaries; (ii) the amount of the investment (regardless of the form of consideration), together with the aggregate amounts of all other investments not otherwise permitted pursuant to this Section incurred or made after the Closing Date 10.3(d), shall not to exceed $50,000,000 outstanding on 10,000,000 during the term of this Agreement; (iii) neither the Borrower nor any date Material Domestic Subsidiary or Material Foreign Subsidiary shall make any investment in which such party’s potential liability is not limited to the amount of determinationits investment (i.e., investments as a general partner, in joint ventures, etc.); (iv) no Default or Event of Default shall have occurred and be continuing both before and after giving effect to such proposed investment; (v) the Borrower shall have complied with Section 8.10; (vi) the Borrower shall have at least $10,000,000 in Liquidity both before and after giving effect to such proposed investment; and (kvii) consummation the Person to be invested in is not subject to material pending litigation which could reasonably be expected to have a Material Adverse Effect. (e) intercompany loans and advances in connection with intercompany Debt permitted under Section 10.1(g); (f) Hedging Agreements permitted pursuant to Section 10.1; and (g) purchases of assets in the Acquisition in accordance with the terms ordinary course of the Acquisition Documents and all applicable lawsbusiness.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (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 except: (a) (i) Investments investments existing on the Closing Date in Subsidiaries existing on the Closing DateSubsidiaries, and (ii) investments in Domestic Subsidiaries (other than Investments existing on the Closing Date) so long as the Borrower and its Subsidiaries comply with the applicable provisions of Section 9.10 and (iii) the other loans, advances and Investments described on Schedule 11.3 investments existing on the Closing DateDate which are described on Schedule 7.03; (b) b. investments in (i) Investments in (A) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency thereof maturing within one hundred twenty (120) days from the date of acquisition thereof, (Bii) commercial paper maturing no more than one hundred twenty (120) days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. S&P or Xxxxx’x Investors Service, Inc.Xxxxx’x, (Ciii) certificates of deposit maturing no more than one hundred twenty (120) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States, 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 7,500,000 for any one such certificate of deposit and $10,000,000 15,000,000 for any one such bank, (Div) time deposits maturing no more than thirty (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) demand deposit accounts maintained in the ordinary course of business or (Evi) money market funds that invest any eurodollar deposits maturing no more than seven (7) days from the date of creation thereof issued by the Lender, an Affiliate of the Lender or commercial banks, each having combined capital, surplus and undivided profits of not less than $500,000,000, such eurodollar deposits in an aggregate amount invested at any Investments described in items one time not to exceed five percent (A5%) through of Consolidated Total Assets (D) above and (ii) Investments permitted pursuant to that certain investment policy determined at the time of incurrence thereof based on the financial data for the most recently ended Fiscal Year for which audited financial statements of the Borrower in effect as of the Closing Date and previously provided to the Administrative Agent (such Investments described in items (i) and (ii) above, “Cash Equivalents”its Subsidiaries are available); (i) Investments c. investments by the Borrower or any of its Subsidiaries in the form of Permitted Acquisitions; provided that the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with a Consolidated Total Leverage Ratio of less than 2.75:1:00 as of the last day of the Fiscal Quarter most recently ended; provided further that if such Consolidated Total Leverage Ratio is equal to or greater than 2.25:1.00 (but less than 2.75:1.00), the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions) immediately preceding such acquisition shall not exceed $75,000,000 and (ii) the acquisition of Company Shares pursuant to the Tender Offer; (d) Hedging Agreements not prohibited by Section 11.1; (e) purchases of assets in the ordinary course of business; (f) Investments 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 $5,000,000; (g) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(h) and (k) and (ii) equity or capital Investments made by (A) the Borrower or any of its Subsidiaries in any Credit Party or (B) any Domestic Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party; (h) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(l) and (ii) equity or capital investments made by any Credit Party in any Subsidiary which is not a Credit Party; provided that the aggregate amount of such intercompany Indebtedness and equity or capital investments, together with any intercompany Indebtedness permitted pursuant to Section 11.1(l)(ii), in each case, incurred or made after the Closing Date, shall not exceed $50,000,000 outstanding on any date of determination (which amount shall be calculated as the net balance of such loans, advances and equity or capital investments as reduced by any repayments or distributions made with respect thereto); (i) so long as no Default or Event of Default (including, without limitation, a Change of Control) shall have occurred and be continuing or would result therefrom, Investments by the Borrower or any of its Subsidiaries (other than any investment by the Borrower or any of its Subsidiaries thereof 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 PersonPerson if each such acquisition meets all of the following requirements (such acquisition being referred to herein as a “Permitted Domestic Acquisition”): i. the Person to be acquired shall be organized under the laws of the United States of America, or the assets to be acquired shall be located in the continental United States of America, and such Person shall be engaged in a business, or such assets shall be used in a business, permitted pursuant to Section 7.12; ii. the Borrower or any Subsidiary (including any entity being acquired that becomes a Subsidiary) shall be the surviving Person and no Change in Control shall have been effected thereby; iii. the Person to be acquired shall not otherwise permitted hereunder paid solely with proceeds from be subject to any material pending litigation which could reasonably be expected to have a Material Adverse Effect; iv. prior to the issuance closing of such acquisition, the acquisition is approved by the board of directors (or a majority of the holders of the Capital Stock of such Person) of the Person whose assets or Capital Stock are being acquired pursuant to such acquisition; v. no Default or Event of Default shall have occurred and be continuing both before and after giving effect to such proposed acquisition; and vi. the Borrower shall have delivered to the Lender such documents reasonably requested by the Lender pursuant to Section 6.14 to be delivered at the time required pursuant to Section 6.14. d. investments by the Borrower or any Subsidiary thereof 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 if each such acquisition meets all of the following requirements (such acquisition being referred to herein as a “Permitted Foreign Acquisition”): i. the Person to be acquired, or the applicable Subsidiary that is the acquiror, shall be organized under the laws of a jurisdiction other than the United States of America, or the assets to be acquired shall be located outside of the continental United States of America, and such Person shall be engaged in a business, or such assets shall be used in a business, permitted pursuant to Section 7.12; ii. the Borrower or any Subsidiary (including any entity being acquired that becomes a Subsidiary) shall be the surviving Person and no Change in Control shall have been effected thereby; iii. the Person to be acquired shall not be subject to any material pending litigation which could reasonably be expected to have a Material Adverse Effect; iv. prior to the closing of such acquisition, the acquisition is approved by the board of directors (or a majority of the holders of the Capital Stock of such Person) of the Person whose assets or Capital Stock are being acquired pursuant to such acquisition; v. no Default or Event of Default shall have occurred and be continuing both before and after giving effect to such proposed acquisition; and vi. the aggregate amount of Permitted Acquisition Consideration payable with respect to all Permitted Foreign Acquisitions does not exceed five percent (5%) of Consolidated Total Assets (such percentage amounts determined at the time of such Permitted Foreign Acquisition based on the financial data for the most recently ended Fiscal Year for which audited financial statements of the Borrower and its Subsidiaries are available); and e. Swap Contracts permitted pursuant to Section 7.01; f. purchases of assets in the ordinary course of business; g. investments in the form of loans and advances to employees in the ordinary course of business that do not exceed at any time $5,000,000 in the aggregate; h. intercompany Indebtedness permitted pursuant to Section 7.01(h); i. the creation of new Foreign Subsidiaries or investments in existing Foreign Subsidiaries, the investment in which, together with total amount of any (i) Indebtedness owed by the Borrower or any Subsidiary that is a Guarantor to any Foreign Subsidiary or Indebtedness owed by any Foreign Subsidiary to the Borrower or any Subsidiary that is a Guarantor under Section 7.01(i) and (ii) sales of assets to Foreign Subsidiaries under Section 7.05(f) does not exceed five percent (5%) of Consolidated Total Assets (such percentage amounts determined at the time of such creation or investment, as applicable, based on the financial data for the most recently ended Fiscal Year for which audited financial statements of the Borrower and its Subsidiaries are available); j. the creation of Domestic Subsidiaries after the Closing Date so long as (i) each such Domestic Subsidiary shall comply with Section 6.14 and (ii) the creation of such Domestic Subsidiary is otherwise made in accordance with the terms and conditions of this Agreement (including, without limitation, this Section 7.03); k. equity investments (i) by the Borrower in any Guarantor, (ii) by any Subsidiary in the Borrower, (iii) by any Subsidiary in any Guarantor or (iv) by any Subsidiary that is not a Guarantor in any other Subsidiary that is not a Guarantor; (j) l. [Intentionally Omitted]; and m. other additional domestic investments not otherwise permitted pursuant to this Section incurred or made after the Closing Date not to exceed exceeding $50,000,000 outstanding on in the aggregate in any date of determination; and (k) consummation of the Acquisition in accordance with the terms of the Acquisition Documents and all applicable lawsFiscal Year.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture Stock (including, without limitation, the creation or capitalization of any Subsidiary), evidence of Indebtedness Debt (other than Guaranty Obligations permitted pursuant to Section 11.1) or other obligation or securitysecurity (including any security constituting a warrant or an option with respect to Capital Stock), substantially all or a portion of the business or assets in each case of any other Person or Person; consummate any other investment or interest whatsoever in any other PersonAcquisition, 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 other Person (all of the foregoing, “Investments”) except: (a) Investments (i) Investments existing on in Restricted Subsidiaries that are or concurrently with such Investment become Credit Parties in accordance with the Closing Date in Subsidiaries existing on the Closing Dateprovisions of Section 9.9, (ii) investments by any Restricted Subsidiary that is not a Credit Party in Domestic any other Restricted Subsidiary, (iii) by any Credit Party in Restricted Subsidiaries (other than Investments existing on the Closing Date) so long as the Borrower and its Subsidiaries comply with the applicable provisions of Section 9.10 that are not Credit Parties in an aggregate amount not to exceed $5,000,000 at any time and (iiiiv) the other loans, advances and Investments made prior to the Closing Date described on Schedule 11.3 existing on the Closing Date11.3; (b) (i) Investments in (Ai) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency thereof (provided that the full faith and credit of the United States is pledged in support of those obligations) maturing within one hundred twenty ninety (12090) days from the date of acquisition thereof, (Bii) commercial paper (A) maturing no more than one hundred twenty ninety (12090) days from the date of creation thereof and currently having a rating of at least A-2 from S&P or P-2 from Xxxxx’x or (B) maturing no more than one (1) year from the highest date of creation thereof and currently having a rating obtainable of at least A-1 from either Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. S&P or Xxxxx’x Investors Service, Inc.P-1 from Xxxxx’x, (Ciii) certificates of deposit maturing no more than one hundred twenty (120) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States, 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, (Div) time deposits maturing no more than thirty (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) any evidence of debt issued by a state, city, town, county or their agencies and paying interest which is exempt from federal tax; provided, that the maturity is ninety (E90) days or less and such debt is rated at least A-1, SP-1 or AAA by S&P or at least X-0, XXX-0 or Aaa by Xxxxx’x and (vi) money market funds that and mutual funds which invest substantially all of their assets in any Investments securities of the types described in items clauses (Ai) through (Dv) above and above; (iic) Investments Hedging Agreements permitted pursuant to that certain investment policy of the Borrower in effect as of the Closing Date Section 11.1 and previously provided any commodity swap or other agreement or arrangement related to the Administrative Agent (such Investments described in items (i) and (ii) above, “Cash Equivalents”); (i) Investments by the Borrower or any of its Subsidiaries in the form of Permitted Acquisitions; provided that the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with a Consolidated Total Leverage Ratio of less than 2.75:1:00 as of the last day of the Fiscal Quarter most recently ended; provided further that if such Consolidated Total Leverage Ratio is equal to or greater than 2.25:1.00 (but less than 2.75:1.00), the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions) immediately preceding such acquisition shall not exceed $75,000,000 and (ii) the acquisition of Company Shares pursuant to the Tender Offercommodity prices; (d) Hedging Agreements not prohibited by Section 11.1Investments in the form of Capital Expenditures permitted pursuant to this Agreement; (e) purchases cash Investments, in (i) Permitted Franchisee Financing SPEs or (ii) franchisees of assets the Borrower (including, without limitation, any Investments made in any Permitted Franchisee Financing SPE or franchisees pursuant to the ordinary course Existing Permitted Franchisee Financing Documents); provided that the outstanding amount of businesssuch Investments made pursuant to this subsection (e) at any time shall not exceed (A) $100,000,000 less (B) the aggregate amount of Guaranty Obligations with respect to the Debt or other obligations of such franchisees or with respect to the Debt of any Permitted Franchisee Financing SPE permitted under Section 11.1(r); (f) Investments in the form of loans and advances to officers and employees of the Borrower and its Subsidiaries in the ordinary course of business, which, the business of the Borrower and its Subsidiaries as presently conducted in the aggregate, do an aggregate principal amount not to exceed $2,000,000 at any time $5,000,000outstanding; (g) additional non-speculative Investments in of the form of (i) intercompany loans Borrower and advances its Restricted Subsidiaries not otherwise permitted pursuant to this Section 11.1(h) and (k) and (ii) equity or capital Investments made by (A) 11.3 not to exceed $25,000,000 in the Borrower or aggregate at any of its Subsidiaries in any Credit Party or (B) any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party;time outstanding; and (h) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(l) and (ii) equity or capital investments made by any Credit Party in any Subsidiary which is not a Credit Party; provided that the aggregate amount of such intercompany Indebtedness and equity or capital investments, together with any intercompany Indebtedness permitted pursuant to Section 11.1(l)(ii), in each case, incurred or made after the Closing Date, shall not exceed $50,000,000 outstanding on any date of determination (which amount shall be calculated as the net balance of such loans, advances and equity or capital investments as reduced by any repayments or distributions made with respect thereto); (i) so long as no Default or Event of Default (including, without limitation, a Change of Control) shall have occurred and be continuing or would result therefrom, Investments by the Borrower or any of its Restricted Subsidiaries in the form of Acquisitions (each, a “Permitted Acquisition”); provided that: (i) the Person to be acquired shall be engaged in a business, or the assets to be acquired shall be used in a business, similar or complementary to the line of business of the Borrower and its Restricted Subsidiaries, and such Acquisition shall have been approved by the board of directors or equivalent governing body (or the shareholders) of the seller and/or the Person to be acquired; (ii) the Borrower or its Restricted Subsidiary, as applicable, shall be the surviving Person and no Change in Control shall have been effected thereby; (iii) the Borrower shall demonstrate, to the reasonable satisfaction of the Administrative Agent, pro forma compliance with the covenants contained in Sections 10.1 and 10.2 both before and immediately after giving effect to such Acquisition pursuant to, and in accordance with, the definition of EBITDA; (iv) no Default or Event of Default shall have occurred and be continuing both before and immediately after giving effect to the Acquisition; (v) the Borrower shall deliver written notice of such proposed Acquisition to the Administrative Agent, which notice shall include the proposed closing date of the Acquisition, not less than ten (10) Business Days (or such shorter period of time approved by the Administrative Agent in its sole discretion) prior to such proposed closing date; (vi) to the extent requested by the Administrative Agent in connection with any proposed Acquisition for which the aggregate total consideration (including, without limitation, any earn-outs valued in accordance with GAAP) exceeds $50,000,000, the Borrower shall deliver to the Administrative Agent copies of (A) the Permitted Acquisition Documents and (B) the Permitted Acquisition Diligence Information within a reasonable period of time before or after the proposed closing date of such Acquisition; (vii) [Intentionally omitted]; (viii) if, at the time of the consummation of any such Acquisition, the Leverage Ratio, calculated on a pro forma basis after giving effect to the consummation of such Acquisition pursuant to, and in accordance with, the definition of EBITDA and to all outstanding Funded Debt as of the date of applicable Acquisition (including any Funded Debt incurred in connection with such acquisition), equals or exceeds 3.00 to 1.00, as demonstrated in a compliance certificate in form and substance satisfactory to the Administrative Agent and executed by a Responsible Officer of the Borrower, the aggregate consideration (including, without limitation, any earn-outs valued in accordance with GAAP) paid in connection with all Permitted Acquisitions during the term of this Agreement shall not exceed $200,000,000 (it being understood and agreed that any consideration paid in connection with any prior Permitted Acquisitions shall be included in determining the utilization of such amount); and (i) deposits made in the ordinary course of business to secure the performance of leases or other than obligations as permitted by Section 11.2; For the purposes of Sections 11.3(e), (f) and (g), the “amount” of any loan, advance, extension of credit or investment made by the Borrower or any of its Restricted Subsidiaries (collectively, the “Investors”) in any other Person or Persons (collectively, the form “Recipient”) outstanding at any time shall be: (i) with respect to any loans, advances or extensions of acquisitions credit made by any Investor to any Recipient, an amount equal to (A) the principal amount of all loans, advances and extensions of credit made to the Recipient, directly or substantially all of the business or a line of business (whether indirectly, by the acquisition of Capital Stock, assets or any combination thereofInvestors less (B) the amount of any other Person) not otherwise permitted hereunder paid solely with proceeds from repayments of principal of such loans, advances or extensions of credit made, directly or indirectly, by the issuance of Capital Stock of Recipient to the Borrower; (j) other additional investments not otherwise permitted pursuant to this Section incurred or made after the Closing Date not to exceed $50,000,000 outstanding on any date of determinationInvestors; and (kii) consummation with respect to any investment made by any Investor in any Recipient, (A) the amount of capital contributions made in the Acquisition Recipient, directly or indirectly, by the Investors (without any adjustment for any increase or decrease in accordance value, or any write-up, write-down or write-off with regard to such investment to the terms extent that such increase or decrease in value or write-up, write-down or write-off does not require any additional capital contribution) less (B) the amount of the Acquisition Documents any dividends and all applicable lawsdistributions made by such Recipient (directly or indirectly) to such Investor or Investors.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stockcapital stock, interests in any partnership or joint venture (including, without limitation, the creation or capitalization of any Subsidiary), evidence of Indebtedness Debt 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 except: (a) investments (i) Investments existing on the Closing Date in Subsidiaries existing on the Closing DateSubsidiaries, (ii) investments in Domestic Subsidiaries (other than Investments existing on formed or acquired after the Closing Date) Date so long as the Borrower and its Subsidiaries comply with the applicable provisions of Section 9.10 8.10 and (iii) existing on the other Closing Date in the form of loans, advances and Investments investments described on Schedule 11.3 existing on the Closing Date10.3; (b) investments in (i) Investments in (A) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency thereof maturing within one three hundred twenty sixty-five (120365) days from the date of acquisition thereof, (Bii) commercial paper maturing no more than one hundred twenty (120) days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or Xxxxx’x Investors Service, Inc., (Ciii) certificates of deposit maturing no more than one hundred twenty (120) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United StatesStates 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, (Div) time deposits maturing no more than thirty (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) tax-exempt municipal bonds maturing within one hundred twenty (120) days from the date of acquisition thereof, (vi) any money market or bank fund investing only in the investments set forth above or (Evii) money market funds that invest investments held in any Investments described in items (A) through (D) above and (ii) Investments permitted pursuant trust or escrow accounts subject to that certain investment policy of the Borrower in effect as of the Closing Date and previously provided to the Administrative Agent (such Investments described in items (i) and (ii) abovegovernment regulation, “Cash Equivalents”);legal settlements, collateral requirements or other similar arrangements; and (ic) Investments by the Borrower or any of its Subsidiaries in the form of Permitted Acquisitions; provided that the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with a Consolidated Total Leverage Ratio of less than 2.75:1:00 as of the last day of the Fiscal Quarter most recently ended; provided further that if such Consolidated Total Leverage Ratio is equal to or greater than 2.25:1.00 (but less than 2.75:1.00), the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions) immediately preceding such acquisition shall not exceed $75,000,000 and (ii) the acquisition of Company Shares pursuant to the Tender Offer; (d) Hedging Agreements not prohibited by Section 11.1; (e) purchases of assets in the ordinary course of business; (f) Investments 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 $5,000,000; (g) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(h) and (k) and (ii) equity or capital Investments made by (A) the Borrower or any of its Subsidiaries in any Credit Party or (B) any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party; (h) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(l) and (ii) equity or capital investments made by any Credit Party in any Subsidiary which is not a Credit Party; provided that the aggregate amount of such intercompany Indebtedness and equity or capital investments, together with any intercompany Indebtedness permitted pursuant to Section 11.1(l)(ii), in each case, incurred or made after the Closing Date, shall not exceed $50,000,000 outstanding on any date of determination (which amount shall be calculated as the net balance of such loans, advances and equity or capital investments as reduced by any repayments or distributions made with respect thereto); (i) so long as no Default or Event of Default (including, without limitation, a Change of Control) shall have occurred and be continuing or would result therefrom, Investments by the Borrower or any of its Subsidiaries (other than any investment by the Borrower or any of its Subsidiaries in the form of acquisitions of all, substantially all or substantially all a majority of the stock or assets of the business or a line of business (whether by the acquisition of Capital Stockcapital stock, assets or any combination thereof) of any other PersonPerson (each, a “Permitted Acquisition”); provided that: (i) not otherwise permitted hereunder paid solely with proceeds from the issuance Person to be acquired shall be a going concern, engaged in a business, or the assets to be acquired shall be used in a business which is similar, related or complimentary to the line of Capital Stock business of the BorrowerBorrower and its Subsidiaries as required pursuant to Section 10.12; (jii) the Borrower or such Subsidiary (unless the Person to be acquired complies with Section 8.10), as applicable, shall be the surviving Person and no Change in Control shall have been effected thereby; (iii) with respect to any Material Acquisition, the Borrower shall have delivered written notice of such proposed acquisition to the Administrative Agent (for delivery by the Administrative Agent to the Lenders) and the Lenders, which notice shall include the proposed closing date of such proposed acquisition, not less than twenty (20) calendar days prior to such proposed closing date; (iv) with respect to any Material Acquisition, the Borrower shall have delivered to the Administrative Agent copies of the Permitted Acquisition Documents; (v) with respect to any Material Acquisition, the Borrower shall have certified on or before the closing date of such proposed acquisition, in writing and in a form reasonably acceptable to the Administrative Agent and the Lenders, that such proposed acquisition has been approved by the board of directors or equivalent governing body of the Person to be acquired; (vi) no Default or Event of Default shall have occurred and be continuing both before and after giving effect to such proposed acquisition; (vii) the Borrower shall have complied with Section 8.10; (viii) with respect to any Material Acquisition, the Borrower shall have delivered to the Administrative Agent and the Lenders an Officer’s Compliance Certificate dated as of the closing date of such proposed acquisition demonstrating, in form and substance reasonably satisfactory thereto, proforma compliance with each covenant contained in Article IX (both before and after giving effect to such proposed acquisition) (it being agreed by the Borrower, the Administrative Agent and the Lenders that such calculations shall assume that all Debt assumed or incurred in conjunction with such proposed acquisition was incurred at the beginning of the applicable calculation period and that all income and expenses associated with such proposed acquisition shall be treated as earned and included in the pro-forma calculations (both on a consolidated and consolidating basis)); (ix) the Borrower shall have at least $10,000,000 in Liquidity both before and after giving effect to such proposed acquisition; and (x) the Person to be acquired is not subject to material pending litigation which could reasonably be expected to have a Material Adverse Effect; (d) investments by the Borrower or any of its Subsidiaries in the form of acquisitions of less than a majority of the capital stock or other additional ownership interests of any other Person; provided that: (i) the Person to be invested in shall be a going concern, engaged in a business which is similar, related or complimentary to the line of business of the Borrower and its Subsidiaries; (ii) the amount of the investment (regardless of the form of consideration), together with the aggregate amounts of all other investments not otherwise permitted pursuant to this Section incurred or made after the Closing Date 10.3(d), shall not to exceed $50,000,000 outstanding on 10,000,000 during the term of this Agreement; (iii) neither the Borrower nor any date Material Domestic Subsidiary or Material Foreign Subsidiary shall make any investment in which such party’s potential liability is not limited to the amount of determinationits investment (i.e., investments as a general partner, in joint ventures, etc.); (iv) no Default or Event of Default shall have occurred and be continuing both before and after giving effect to such proposed investment; (v) the Borrower shall have complied with Section 8.10; (vi) the Borrower shall have at least $10,000,000 in Liquidity both before and after giving effect to such proposed investment; and (kvii) consummation the Person to be invested in is not subject to material pending litigation which could reasonably be expected to have a Material Adverse Effect. (e) intercompany loans and advances in connection with intercompany Debt permitted under Section 10.1(g); (f) Hedging Agreements permitted pursuant to Section 10.1; (g) purchases of assets in the Acquisition ordinary course of business; and (h) loans to Affiliates, the aggregate outstanding principal amount of which shall not exceed at any time $15,000,000 on terms that are no less favorable than would be obtained in accordance with the terms of the Acquisition Documents and all applicable lawsa comparable arm’s length transaction (“Affiliate Loans”).

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including, without limitation, the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a material 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 except: (a) (i) Investments existing on investments as of the Closing Date in Subsidiaries existing on the Closing Date, (ii) investments in Domestic Subsidiaries (other than Investments existing on formed or acquired after the Closing Date) Date so long as the Borrower and its Subsidiaries comply with the applicable provisions of Section 9.10 8.11 and (iii) the other loans, advances and Investments described on Schedule 11.3 investments existing on the Closing DateDate which are described on Schedule 10.3; (b) investments in: (i) Investments in (A) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency thereof and maturing within one hundred twenty (120) days year from the date of acquisition thereof, ; (Bii) commercial paper maturing no more than one hundred twenty (120) days from the date of creation thereof and currently having a rating of either A-2 (or the highest rating obtainable equivalent thereof) or better from either Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. S&P or Xxxxx’x Investors Service, Inc., P-2 (Cor the equivalent thereof) or better by Xxxxx’x; (iii) certificates of deposit maturing no more than one three hundred twenty sixty four (120364) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States, 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 unless otherwise approved by the Administrative Agent, 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, ; (Div) time deposits maturing no more than thirty (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) obligations of states, municipalities, counties, political subdivisions, agencies of the foregoing and other similar entities and paying interest which is exempt from federal tax; provided that the maturity of such obligations is one hundred twenty (120) days or less from the date of acquisition thereof and such obligations are rated at least X-0, XXX-0 or Aaa by Xxxxx’x or at least A-1, SP-1 or AAA by S&P; (vi) any variable or fixed rate notes (other than notes of the type described in clause (IV) below) issued by, or guaranteed by, any domestic corporation rated A-1 (Eor the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Xxxxx’x and maturing within six (6) months of the date of acquisition; (vii) auction preferred stocks having the highest short-term credit rating by S&P or Xxxxx’x; (viii) repurchase agreements with a term of not more than thirty (30) days with a bank or other trust company (including a Lender) or a recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully and unconditionally guaranteed or insured by the United States; (ix) variable rate demand notes (low floaters) to the extent such notes may be sold at no less than par upon not more than (7) days notice and so long as such obligations have been provided credit support by the issuance of a letter of credit from a commercial bank meeting the description in clause (iii) above; (x) money market funds that invest in any Investments described in items (A) through comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, (DB) above are rated AAA by S&P or Aaa by Xxxxx’x and (iiC) Investments permitted pursuant to that certain investment policy invest substantially of their in investments of the Borrower in effect as of the Closing Date and previously provided to the Administrative Agent (such Investments types described in items clauses (i) and through (iiix) above, “Cash Equivalents”); (ic) Investments investments by the Borrower or any of its Subsidiaries in the form of: (i) Permitted Acquisitions to the extent that any Person or property acquired in such acquisition shall become a part of the Borrower or a Guarantor or shall become (whether or not such Person is a Wholly-Owned Subsidiary) a Guarantor in accordance with Section 8.11; and (ii) Permitted Acquisitions; Acquisitions to the extent any Person or property acquired in such acquisition does not become a Guarantor or a part of the Borrower or a Guarantor (provided that the total aggregate consideration (including, without limitation, all cash consideration, assumed Indebtedness, earn-outs (valued at an amount reasonably determined in good faith by the Borrower to be payable in connection with such earn-outs) and deferred payments) permitted to be paid by the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis connection with a Consolidated Total Leverage Ratio of less than 2.75:1:00 as of the last day of the Fiscal Quarter most recently ended; provided further that if all such Consolidated Total Leverage Ratio is equal to or greater than 2.25:1.00 (but less than 2.75:1.00)acquisitions, the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions) immediately preceding such acquisition , during the term of this Agreement shall not exceed $75,000,000 and (ii) the acquisition of Company Shares pursuant to the Tender Offer45,000,000); (d) Hedging Agreements not prohibited by permitted pursuant to Section 11.110.1; (e) purchases of assets in the ordinary course of business; (f) Investments 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 $5,000,000; (g) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(h) and (k) and (ii) equity or capital Investments made by (A) the Borrower or any of its Subsidiaries in any Credit Party or (B) any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party; (h) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(l) and (ii) equity or capital investments made by any Credit Party in any Subsidiary which is not a Credit Party; provided that the aggregate amount of such intercompany Indebtedness and equity or capital investments, together with any intercompany Indebtedness permitted pursuant to Section 11.1(l)(ii10.1(h), in each case, incurred or made after the Closing Date, shall not exceed $50,000,000 outstanding on any date of determination (which amount shall be calculated as the net balance of such loans, advances and equity or capital investments as reduced by any repayments or distributions made with respect thereto);; and (i) so long as no Default or Event of Default (including, without limitation, a Change of Control) shall have occurred and be continuing or would result therefrom, Investments by the Borrower or any of its Subsidiaries (other than any investment by the Borrower or any of its Subsidiaries 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) not otherwise permitted hereunder paid solely with proceeds from the issuance of Capital Stock of the Borrower; (jg) other additional investments not otherwise permitted pursuant to this Section incurred or made after not exceeding $1,000,000 in the Closing Date not to exceed $50,000,000 outstanding on aggregate in any date of determination; and (k) consummation of the Acquisition in accordance with the terms of the Acquisition Documents and all applicable lawsFiscal Year.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (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 except: (a) investments: (i) Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, ; (ii) investments after the Closing Date in Domestic (A) existing Subsidiaries and/or (other than Investments existing on B) Subsidiaries formed or acquired after the Closing Date; provided that: (I) so long as the Borrower and its Subsidiaries comply with the applicable provisions of Section 9.10 and 9.11; and (II) the amount of any such investments in a Foreign Subsidiary shall not exceed the Foreign Investment Limitation as of the date of such investment; (iii) the other loans, advances and Investments investments described on Schedule 11.3 existing on the Closing Date; (iv) by any Subsidiary in the Borrower; (b) investments in (i) Investments in (A) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency thereof maturing within one hundred twenty (120) days from the date of acquisition thereof, (Bii) commercial paper maturing no more than one hundred twenty (120) days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor’s 's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or Xxxxx’x Xxxxx'x Investors Service, Inc., (Ciii) certificates of deposit maturing no more than one hundred twenty (120) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States, 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, (Div) time deposits maturing no more than thirty (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, or (E) money market funds that invest in any Investments described in items (A) through (D) above and (iiv) Investments other investments permitted pursuant to that certain by the Borrower's investment policy of the Borrower in effect as of the Closing Date and previously provided date hereof in the form attached hereto as Schedule 11.3(b) (including any amendment to Section V "Concentration Limits/Credit Quality" of such investment policy to the Administrative Agent (such Investments described extent allowing for investments in items (i) and (ii) above, “Cash Equivalents”any investment grade corporate bonds); (ic) Investments investments by the Borrower or any of its Subsidiaries in the form of Permitted AcquisitionsAcquisitions or Permitted Joint Venture Investments; provided that the amount of any such investments in a Foreign Subsidiary (or any entity that would constitute a Foreign Subsidiary if the Borrower and or one of its Subsidiaries owned more than fifty percent (50%) of the outstanding Capital Stock of such entity) shall be in compliance on a Pro Forma Basis with a Consolidated Total Leverage Ratio of less than 2.75:1:00 not exceed the Foreign Investment Limitation as of the last day date of the Fiscal Quarter most recently ended; provided further that if such Consolidated Total Leverage Ratio is equal to or greater than 2.25:1.00 (but less than 2.75:1.00), the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions) immediately preceding such acquisition shall not exceed $75,000,000 and (ii) the acquisition of Company Shares pursuant to the Tender Offerinvestment; (d) Hedging Agreements not prohibited by permitted pursuant to Section 11.111.1 and investments in collateral accounts securing Hedging Agreements; (e) purchases of assets in the ordinary course of business; (f) Investments investments 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 $5,000,000500,000; (g) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(h) and (k) and (ii) equity or capital Investments made by (A) the Borrower or any of its Subsidiaries in any Credit Party or (B) any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party; (h) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(l) and (ii) equity or capital investments made by any Credit Party in any Subsidiary which is not a Credit Party; provided that the aggregate amount of such intercompany Indebtedness and equity or capital investments, together with any intercompany Indebtedness permitted pursuant to Section 11.1(l)(ii), in each case, incurred or made after the Closing Date, shall not exceed $50,000,000 outstanding on any date of determination (which amount shall be calculated as the net balance of such loans, advances and equity or capital investments as reduced by any repayments or distributions made with respect thereto11.1(e); (ih) so long as no Default loans to one or Event more officers or other employees of Default (including, without limitation, a Change of Control) shall have occurred and be continuing or would result therefrom, Investments by the Borrower or any of its Subsidiaries (other than any investment by the Borrower or any of its Subsidiaries in the form of acquisitions of all connection with such officers' or substantially all of the business or a line of business (whether by the employees' acquisition of Capital Stock, assets or any combination thereof) of any other Person) not otherwise permitted hereunder paid solely with proceeds from the issuance of Capital Stock of the Borrower in the ordinary course of business, consistent with the Borrower's equity incentive plan; (ji) other additional investments not otherwise permitted pursuant to this Section incurred not exceeding $2,000,000 in the aggregate in any Fiscal Year; (j) endorsement of checks or bank drafts for deposit or collection in the ordinary course of business; (k) performance, surety and appeal bonds; (l) investments made after solely with the Closing Date not to exceed $50,000,000 outstanding on any date proceeds of determinationthe sale of Capital Stock by the Borrower; and (km) consummation investments consisting of non-cash consideration received by the Acquisition in accordance with Borrower or any of its Subsidiaries from the terms sale of the Acquisition Documents and all applicable lawsassets or Capital Stock of a Subsidiary as permitted by this Agreement.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stockcapital stock, interests in any partnership partnership, limited liability company or joint venture (including, without limitation, the creation or capitalization of or any Subsidiary), evidence of Indebtedness Debt 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 exceptPerson, or enter into, directly or indirectly, any commitment or option in respect of the foregoing except investments in: (a) (i) Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) investments in Domestic Subsidiaries (other than Investments existing on the Closing Date) so long as the Borrower cash and its Subsidiaries comply with the applicable provisions of Section 9.10 and (iii) the other loans, advances and Investments described on Schedule 11.3 existing on the Closing Date; (b) (i) Investments in (A) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency thereof maturing within one hundred twenty (120) 120 days from the date of acquisition thereof, ; (Bb) commercial paper maturing no more than one hundred twenty (120) 120 days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor’s 's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or Xxxxx’x Xxxxx'x Investors Service, Inc., ; (Cc) certificates of deposit maturing no more than one hundred twenty (120) 120 days from the date of creation thereof issued by commercial banks incorporated under the laws of the United StatesStates 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, ; (Dd) time deposits maturing no more than thirty (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, or (E) money market funds that invest in any Investments described in items (A) through (D) above and (ii) Investments permitted pursuant to that certain investment policy of the Borrower in effect as of the Closing Date and previously provided to the Administrative Agent (such Investments described in items (i) and (ii) above, “Cash Equivalents”); (i) Investments by the Borrower or any of its Subsidiaries in the form of Permitted Acquisitions; provided that the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with a Consolidated Total Leverage Ratio of less than 2.75:1:00 as of the last day of the Fiscal Quarter most recently ended; provided further that if such Consolidated Total Leverage Ratio is equal to or greater than 2.25:1.00 (but less than 2.75:1.00), the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions) immediately preceding such acquisition shall not exceed $75,000,000 and (ii) the acquisition of Company Shares pursuant to the Tender Offer; (d) Hedging Agreements not prohibited by Section 11.1; (e) purchases loans and advances to officers, directors, employees and Affiliates (including advances for travel and miscellaneous expenses) in the ordinary course of assets business in an aggregate amount not to exceed $25,000 on any date of determination (without regard to write-offs or write-downs thereof); (f) 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; (f) Investments 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 $5,000,000; (g) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(h) and (k) and (ii) equity or capital Investments made investments by (A) the Borrower or any of its Subsidiaries in any Credit Party or (B) any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party;Hedging Agreements permitted under Section 9.1(e); and (h) Investments investments by the Borrower in the form of joint ventures; provided that (i) intercompany loans and advances permitted pursuant to Section 11.1(l) and (ii) equity or capital such investments made by any Credit Party in any Subsidiary which is not a Credit Party; provided that the aggregate amount of such intercompany Indebtedness and equity or capital investments, together with any intercompany Indebtedness permitted pursuant to Section 11.1(l)(ii), in each case, incurred or made after the Closing Date, shall not exceed $50,000,000 outstanding on any date 150,000 individually or $300,000 in the aggregate during the term of determination this Agreement, (which amount ii) each such joint venture shall be calculated in substantially the same field of business as the net balance of such loans, advances and equity or capital investments as reduced by any repayments or distributions made with respect thereto); (i) so long as no Default or Event of Default (including, without limitation, a Change of Control) shall have occurred and that to be continuing or would result therefrom, Investments conducted by the Borrower or any of its Subsidiaries on the Completion Date, (other than any investment by iii) the Borrower or any shall provide written notice of its Subsidiaries in each such joint venture not less than ten (10) Business Days prior to the form proposed date of acquisitions consummation of such joint venture, (iv) the Borrower shall comply with all or substantially all terms and conditions of the business or a line of business Security Documents in connection with its interest in each such joint venture within thirty (whether by the acquisition of Capital Stock, assets or any combination thereof30) of any other Person) not otherwise permitted hereunder paid solely with proceeds from the issuance of Capital Stock days of the Borrower; (j) other additional investments not otherwise permitted pursuant to this Section incurred or made after the Closing Date not to exceed $50,000,000 outstanding on any date of determination; and (k) consummation of each such joint venture and (v) the Acquisition Borrower shall provide to the Administrative Agent all other agreements, certificates and other documents reasonably requested thereby in accordance connection with the terms of the Acquisition Documents and all applicable lawseach such joint venture.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, acquire any Capital Stock, interests in any partnership or joint venture (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 except: (a) investments in any of the following (collectively “Cash Equivalents”); (i) Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) investments in Domestic Subsidiaries (other than Investments existing on the Closing Date) so long as the Borrower and its Subsidiaries comply with the applicable provisions of Section 9.10 and (iii) the other loans, advances and Investments described on Schedule 11.3 existing on the Closing Date; (b) (i) Investments in (A) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency thereof maturing within one hundred twenty (120) days from the date of acquisition thereof, (B) commercial paper maturing no more than one hundred twenty (120) days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or Xxxxx’x Investors Service, Inc., (C) certificates of deposit maturing no more than one hundred twenty (120) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States, 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, (D) time deposits maturing no more than thirty (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, or (E) money market funds that invest in any Investments described in items (A) through (D) above and ; (ii) Investments permitted pursuant to that certain investment policy any variable or fixed rate notes (other than notes of the Borrower type described in effect clause (ix) below) issued by, or guaranteed by, any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Xxxxx’x and maturing within twelve (12) months of the date of acquisition; (iii) auction preferred stocks having the highest short-term credit rating by S&P or Xxxxx’x; investments as of the Closing Date and previously provided to in Subsidiaries existing on the Administrative Agent (such Investments described in items (i) and (ii) above, “Cash Equivalents”)Closing Date; (iiv) Investments marketable direct obligations issued or unconditionally guaranteed by the Borrower United States or any agency thereof maturing within one (1) year from the date of its Subsidiaries acquisition thereof; (v) commercial paper or banker’s acceptances maturing no more than three hundred sixty-four (364) days from the date of creation thereof and currently having a rating of either A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Xxxxx’x; (vi) certificates of deposit maturing no more than three hundred sixty-four (364) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States, each having combined capital, surplus and undivided profits of not less than $250,000,000 and having a rating of “A” or better by a nationally recognized rating agency; provided, that, unless otherwise approved by the Administrative Agent, 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; (vii) time deposits maturing no more than three hundred sixty-four (364) days from the form date of Permitted Acquisitions; creation thereof (viii) repurchase agreements with a term of not more than thirty (30) days with a bank or other trust company (including a Lender) or a recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully and unconditionally guaranteed or insured by the United States; (ix) obligations of states, municipalities, counties, political subdivisions, agencies of the foregoing and other similar entities and paying interest which is exempt from federal tax, provided that the maturity of such debt is three hundred sixty-four (364) days or less and such debt is rated at least A1 or MIG-1 by Xxxxx’x or at least A by S&P; (x) variable rate demand notes (low floaters) to the extent such notes may be sold at no less than par upon not more than (7) days notice and so long as such obligations have been provided credit support by the issuance of a letter of credit from a commercial bank meeting the description in clause (iv) above; (xi) investments, classified in accordance with GAAP as current assets of the Borrower and its Subsidiaries, in marketable short term money market mutual funds registered under the Investment Company Act of 1940, as amended, which are administered by institutions that have the highest rating obtainable from either Xxxxx’x, S&P or Morningstar and which invest substantially all of their assets in investments of the types described in clauses (i) through (x) above; and (xii) other similar investments approved by the Administrative Agent, including without limitation, investments by Foreign Subsidiaries shall be that are substantially similar to those described in compliance on a Pro Forma Basis with a Consolidated Total Leverage Ratio of less than 2.75:1:00 the foregoing clauses (i) through (xi) in any country outside the United States in which such Person is organized; and (b) (i) investments in Subsidiaries as of the last day of the Fiscal Quarter most recently endedClosing Date; provided further that if such Consolidated Total Leverage Ratio is equal to or greater than 2.25:1.00 (but less than 2.75:1.00), the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions) immediately preceding such acquisition shall not exceed $75,000,000 and (ii) additional investments in Domestic Subsidiaries; (iii) investments in Subsidiaries formed or acquired after the acquisition Closing Date made in accordance with the terms and conditions of Company Shares this Agreement; and (iv) the other loans, advances and investments existing on the Closing Date which are described on Schedule 10.3; (c) Bank Products and Hedging Agreements permitted pursuant to the Tender OfferSection 10.1; (d) Hedging Agreements not prohibited by Section 11.1; (e) purchases of assets in the ordinary course of business; (fe) Investments investments in the form of loans and advances to directors, officers and employees in the ordinary course of business, which, in the aggregate, do not exceed at any time $5,000,000500,000; (gf) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(h) and (k) and (ii) equity or capital Investments made by (A) the Borrower or any of its Subsidiaries in any Credit Party or (B) any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party; (h) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(l) and (ii) equity or capital investments made by any Credit Party in any Subsidiary which is not a Credit Party; provided that the aggregate amount of such intercompany Indebtedness and equity or capital investments, together with any intercompany Indebtedness permitted pursuant to Section 11.1(l)(ii), in each case, incurred or made after the Closing Date, shall not exceed $50,000,000 outstanding on any date of determination (which amount shall be calculated as the net balance of such loans, advances and equity or capital investments as reduced by any repayments or distributions made with respect thereto10.1(e); (ig) so long as no Default or Event of Default (including, without limitation, a Change of Control) shall have occurred and be continuing or would result therefrom, Investments investments by the Borrower or any of its Subsidiaries (other than any investment by the Borrower or any of its Subsidiaries Subsidiary thereof 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 PersonPerson if each such acquisition meets all of the following requirements: (i) not otherwise permitted hereunder paid solely with proceeds from the issuance Person to be acquired shall be in a substantially similar or complementary line of Capital Stock of business as the Borrower; (jii) other additional investments evidence of approval of the acquisition by the acquiree’s board of directors or equivalent governing body or a copy of the opinion of counsel delivered by legal counsel to the acquiree in connection with the acquisition which evidences such approval or opines that such approval is not otherwise permitted required shall be delivered to the Administrative Agent at the time the documents referred to in clause (vii) of this Section 10.3(g) are required to be delivered; (iii) if the aggregate amount of cash consideration and any assumed debt, earn-outs (valued at an amount reasonably determined in good faith by the Borrower to be payable in connection with such earn-outs) and deferred payments for any such acquisition (A) is less than $50,000,000, the Borrower shall not be required to deliver notice to the Administrative Agent or the Lenders, (B) is greater than or equal to $50,000,000 but equal to or less than $100,000,000, a description of such acquisition in the form customarily prepared by the Borrower shall be delivered to the Administrative Agent and the Lenders within thirty (30) days following the consummation of such acquisition and (C) exceeds $100,000,000, a description of such acquisition in the form customarily prepared by the Borrower shall have been delivered to the Administrative Agent and the Lenders prior to the consummation of such acquisition; (iv) if the Borrower is a party to such transaction, the Borrower shall be survivor of such transaction and no Change of Control shall have been effected thereby; (v) if (A) the Person to be acquired will become, or be merged into, a Foreign Subsidiary in connection with such acquisition or (B) the acquisition of all of the business or a line of business of a Person will be made by a Foreign Subsidiary, the aggregate amount of cash consideration and any assumed debt, earn-outs (valued at any amount reasonably determined in good faith by the Borrower to be payable in connection with such earn-outs) and deferred payments for any such acquisition shall not exceed $50,000,000; (vi) the Borrower shall have demonstrated to the Administrative Agent (as of the date of the proposed acquisition and after giving effect thereto and to any extensions of credit (including any Extension of Credit) made or to be made in connection therewith) (A) pro forma compliance with the covenant contained in and in the manner set forth in Section 9.2, (B) the pro forma Leverage Ratio is and will be less than the Required Acquisition Leverage Ratio, (C) no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the acquisition and (D) the Liquidity Amount is at least $15,000,000; (vii) the Borrower shall have delivered to the Administrative Agent such documents reasonably requested by the Administrative Agent or the Required Lenders (through the Administrative Agent) pursuant to this Section incurred 8.11 to be delivered at the time required pursuant to Section 8.11; and (viii) the Borrower shall provide such other documents and other information as may be reasonably requested by the Administrative Agent or the Required Lenders (through the Administrative Agent) in connection with the proposed acquisition; (i) investments made after by any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party and (ii) investments by the Closing Date Borrower or any Subsidiary thereof in Foreign Subsidiaries not in the form of acquisitions covered by Section 10.3(g) in an aggregate amount not to exceed $50,000,000 20,000,000 at any time outstanding; (i) investments in joint ventures (including a joint venture where the Borrower or a Subsidiary contributes assets to the joint venture); provided that the aggregate amount of all such investments does not exceed $20,000,000 outstanding on at any date time; (j) investments consisting of determinationextensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss and investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with customers and suppliers; (k) additional loans, advances and/or investments of a nature not contemplated by the foregoing clauses hereof; provided that the aggregate amount or value of such loans, advances and/or investments outstanding pursuant to this clause (k) shall not exceed $25,000,000 at any time; and (kl) consummation acquisition of Convio pursuant to the Approved Convio Purchase Agreement and investments during the Convio Acquisition in accordance with Completion Period constituting purchases of Capital Stock pursuant to the terms of Tender Offer and the Acquisition Documents and all applicable lawsApproved Convio Purchase Agreement.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stockcapital stock, interests in any partnership partnership, limited liability company or joint venture (including, without limitation, the creation or capitalization of or any Subsidiary), evidence of Indebtedness Debt 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 exceptPerson, or enter into, directly or indirectly, any commitment or option in respect of the foregoing except investments in: (a) (i) Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) investments in Domestic Subsidiaries (other than Investments existing on the Closing Date) so long as the Borrower cash and its Subsidiaries comply with the applicable provisions of Section 9.10 and (iii) the other loans, advances and Investments described on Schedule 11.3 existing on the Closing Date; (b) (i) Investments in (A) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency thereof maturing within one hundred twenty (120) 120 days from the date of acquisition thereof, ; (Bb) commercial paper maturing no more than one hundred twenty (120) 120 days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor’s 's Ratings Services, a division of The XxXxxxMcGraw-Xxxx Hill Companies, Inc. or Xxxxx’x Moody's Investors Service, Inc., ; (Cx) certificates of deposit dxxxxxx maturing no more than one hundred twenty (120) 120 days from the date of creation thereof issued by commercial banks incorporated under the laws of the United StatesStates 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, ; (Dd) time deposits maturing no more than thirty (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, or (E) money market funds that invest in any Investments described in items (A) through (D) above and (ii) Investments permitted pursuant to that certain investment policy of the Borrower in effect as of the Closing Date and previously provided to the Administrative Agent (such Investments described in items (i) and (ii) above, “Cash Equivalents”); (i) Investments by the Borrower or any of its Subsidiaries in the form of Permitted Acquisitions; provided that the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with a Consolidated Total Leverage Ratio of less than 2.75:1:00 as of the last day of the Fiscal Quarter most recently ended; provided further that if such Consolidated Total Leverage Ratio is equal to or greater than 2.25:1.00 (but less than 2.75:1.00), the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions) immediately preceding such acquisition shall not exceed $75,000,000 and (ii) the acquisition of Company Shares pursuant to the Tender Offer; (d) Hedging Agreements not prohibited by Section 11.1; (e) purchases loans and advances to officers, directors, employees and Affiliates (including advances for travel and miscellaneous expenses) in the ordinary course of assets business in an aggregate amount not to exceed $25,000 on any date of determination (without regard to write-offs or write-downs thereof); (f) 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; (f) Investments 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 $5,000,000; (g) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(h) and (k) and (ii) equity or capital Investments made investments by (A) the Borrower or any of its Subsidiaries in any Credit Party or (B) any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party;Hedging Agreements permitted under Section 9.1(e); and (h) Investments investments by the Borrower in the form of joint ventures; provided that (i) intercompany loans and advances permitted pursuant to Section 11.1(l) and (ii) equity or capital such investments made by any Credit Party in any Subsidiary which is not a Credit Party; provided that the aggregate amount of such intercompany Indebtedness and equity or capital investments, together with any intercompany Indebtedness permitted pursuant to Section 11.1(l)(ii), in each case, incurred or made after the Closing Date, shall not exceed $50,000,000 outstanding on any date 150,000 individually or $300,000 in the aggregate during the term of determination this Agreement, (which amount ii) each such joint venture shall be calculated in substantially the same field of business as the net balance of such loans, advances and equity or capital investments as reduced by any repayments or distributions made with respect thereto); (i) so long as no Default or Event of Default (including, without limitation, a Change of Control) shall have occurred and that to be continuing or would result therefrom, Investments conducted by the Borrower or any of its Subsidiaries on the Completion Date, (other than any investment by iii) the Borrower or any shall provide written notice of its Subsidiaries in each such joint venture not less than ten (10) Business Days prior to the form proposed date of acquisitions consummation of such joint venture, (iv) the Borrower shall comply with all or substantially all terms and conditions of the business or a line of business Security Documents in connection with its interest in each such joint venture within thirty (whether by the acquisition of Capital Stock, assets or any combination thereof30) of any other Person) not otherwise permitted hereunder paid solely with proceeds from the issuance of Capital Stock days of the Borrower; (j) other additional investments not otherwise permitted pursuant to this Section incurred or made after the Closing Date not to exceed $50,000,000 outstanding on any date of determination; and (k) consummation of each such joint venture and (v) the Acquisition Borrower shall provide to the Administrative Agent all other agreements, certificates and other documents reasonably requested thereby in accordance connection with the terms of the Acquisition Documents and all applicable lawseach such joint venture.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital StockEquity Interests, interests in any partnership or joint venture (including, without limitation, the creation or capitalization of any Subsidiary), evidence of Indebtedness Debt 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 except: (a) (i) Investments existing investments (A) in Persons that are not Loan Parties in amounts not to exceed (1) $12,500,000 in the aggregate if the Leverage Ratio based on the Closing Date most recent financial statements of the Borrower delivered pursuant to Section 5.03(b) or (c), as applicable, is greater than or equal to 5.5:1.0, or (2) $15,000,000 in Subsidiaries the aggregate if the Leverage Ratio based on the most recent financial statements of the Borrower delivered pursuant to Section 5.03(b) or (c), as applicable, is less than 5.5:1.0, (B) in Loan Parties existing on the Closing Date, (iiC) investments in Domestic Subsidiaries (other than Investments existing on Loan Parties formed or acquired after the Closing Date) Date so long as the Borrower and its Subsidiaries the Loan Parties comply with the applicable provisions of Section 9.10 5.02(l) and (iiiD) in the other loans, advances and Investments investments described on Schedule 11.3 5.02(c)(i) existing on the Closing Date; (bii) (i) Investments investments in (A) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency thereof maturing within one hundred twenty (120) days from the date of acquisition thereof, (B) commercial paper maturing no more than one hundred twenty (120) days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. S&P or Xxxxx’x Investors Service, Inc.Xxxxx’x, (C) certificates of deposit maturing no more than one hundred twenty (120) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States, 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, or (D) time deposits maturing no more than thirty (30) days from the date of creation thereof with commercial banks or savings banks or savings and loan associations each either 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, or (E) money market funds that invest in any Investments described in items (A) through (D) above and (ii) Investments permitted pursuant to that certain investment policy of the Borrower in effect as of the Closing Date and previously provided to the Administrative Agent (such Investments described in items (i) and (ii) above, “Cash Equivalents”); (iiii) Investments investments by the Borrower or any of its Subsidiaries in the form of Permitted Acquisitions; provided that the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with a Consolidated Total Leverage Ratio of less than 2.75:1:00 as of the last day of the Fiscal Quarter most recently ended; provided further that if such Consolidated Total Leverage Ratio is equal to or greater than 2.25:1.00 (but less than 2.75:1.00), the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions) immediately preceding such acquisition shall not exceed $75,000,000 and (ii) the acquisition of Company Shares pursuant to the Tender Offer; (div) Hedging Hedge Agreements not prohibited by permitted pursuant to Section 11.15.02(a); (ev) purchases of assets in the ordinary course of business; (fvi) Investments investments 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 $5,000,0002,000,000; (g) Investments in the form of (ivii) intercompany loans and advances Debt permitted pursuant to Section 11.1(h) and (k) and (ii) equity or capital Investments made by (A) the Borrower or any of its Subsidiaries in any Credit Party or (B) any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party;5.02(a); and (h) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(l) and (ii) equity or capital investments made by any Credit Party in any Subsidiary which is not a Credit Party; provided that the aggregate amount of such intercompany Indebtedness and equity or capital investments, together with any intercompany Indebtedness permitted pursuant to Section 11.1(l)(ii), in each case, incurred or made after the Closing Date, shall not exceed $50,000,000 outstanding on any date of determination (which amount shall be calculated as the net balance of such loans, advances and equity or capital investments as reduced by any repayments or distributions made with respect thereto); (i) so long as no Default or Event of Default (including, without limitation, a Change of Control) shall have occurred and be continuing or would result therefrom, Investments by the Borrower or any of its Subsidiaries (other than any investment by the Borrower or any of its Subsidiaries 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) not otherwise permitted hereunder paid solely with proceeds from the issuance of Capital Stock of the Borrower; (jviii) other additional investments not otherwise permitted pursuant to this Section incurred or made after not exceeding (x) $5,000,000 in the Closing Date not aggregate in any Fiscal Year prior to exceed $50,000,000 outstanding on any date of determination; and (k) consummation the Completion of the Acquisition Hotel Project or (y) $10,000,000 in accordance with the terms aggregate in any Fiscal Year following the Completion of the Acquisition Documents and all applicable lawsHotel Project.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stockcapital stock, interests in any partnership or joint venture (including, including without limitation, limitation the creation or capitalization of any Subsidiary), evidence of Indebtedness Debt or other obligation or security, substantially all or a substantial 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 except: (a) (i) Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) investments in Domestic Subsidiaries (other than Investments existing on the Closing Date) so long as the Borrower and its Subsidiaries comply with the applicable provisions of Section 9.10 and (iii) the other loans, advances and Investments investments not otherwise permitted by this Section 11.4 described on Schedule 11.3 existing on the Closing Date;11.4; ------------- (b) investments by any Borrower in (i) Investments in (A) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency thereof maturing within one hundred twenty (120) 120 days from the date of acquisition thereof, (Bii) commercial paper maturing no more than one hundred twenty (120) 120 days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor’s 's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or Xxxxx’x Xxxxx'x Investors Service, Inc., (Ciii) certificates of deposit maturing no more than one hundred twenty (120) 120 days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States, 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, or (Div) time deposits maturing no more than thirty (30) 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 thereunderthereunder (any such investment referred to in this Section 11.4(b), or (E) money market funds that invest in any Investments described in items (A) through (D) above and (ii) Investments permitted pursuant to that certain investment policy of the Borrower in effect as of the Closing Date and previously provided to the Administrative Agent (such Investments described in items (i) and (ii) above, “a "Cash Equivalents”Equivalent"); (ic) Investments investments by the Borrower Borrowers or any of its Subsidiaries in the form of Permitted Acquisitions; provided that the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with a Consolidated Total Leverage Ratio of less than 2.75:1:00 as of the last day of the Fiscal Quarter most recently ended; provided further that if such Consolidated Total Leverage Ratio is equal to or greater than 2.25:1.00 (but less than 2.75:1.00), the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions) immediately preceding such acquisition shall not exceed $75,000,000 and (ii) the acquisition of Company Shares pursuant to the Tender Offer; (d) Hedging Agreements not prohibited by Section 11.1; (e) purchases of assets in the ordinary course of business; (f) Investments 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 $5,000,000; (g) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(h) and (k) and (ii) equity or capital Investments made by (A) the Borrower or any of its Subsidiaries in any Credit Party or (B) any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party; (h) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(l) and (ii) equity or capital investments made by any Credit Party in any Subsidiary which is not a Credit Party; provided that the aggregate amount of such intercompany Indebtedness and equity or capital investments, together with any intercompany Indebtedness permitted pursuant to Section 11.1(l)(ii), in each case, incurred or made after the Closing Date, shall not exceed $50,000,000 outstanding on any date of determination (which amount shall be calculated as the net balance of such loans, advances and equity or capital investments as reduced by any repayments or distributions made with respect thereto); (i) so long as no Default or Event of Default (including, without limitation, a Change of Control) shall have occurred and be continuing or would result therefrom, Investments by the Borrower or any of its Subsidiaries (other than any investment by the Borrower or any of its Subsidiaries thereof in the form of acquisitions of all or substantially all of the business or a line of business (whether by the acquisition of Capital Stockcapital stock, assets or any combination thereof) of any other PersonPerson if such acquisition has been previously approved in writing by the Required Lenders; provided that (i) if the aggregate consideration (including cash, debt, capital stock and any earn-out) for any such acquisition does not otherwise permitted hereunder paid solely exceed $5,000,000, then no such consent shall be required so long as no Default or Event of Default shall be in existence or would occur after giving effect thereto and (ii) subject to compliance with proceeds from the issuance of Capital Stock other applicable provisions of the BorrowerLoan Documents, no such approval shall be required with respect to the AC Acquisition; (jd) other additional any investment by the Company in any Borrower or by any Borrower in another Borrower or any loan by a Borrower to the Company permitted by Section 11.1(e)(iii); (e) loans and advances to directors, officers and employees of the Company and its Subsidiaries in the ordinary course of business (provided that the aggregate outstanding amount of all investments under this clause (e) shall not otherwise permitted pursuant to this Section incurred or made after the Closing Date not to exceed $50,000,000 outstanding on 500,000 at any date of determinationone time); and (kf) consummation any investment consisting of the Acquisition funds deposited in accordance with the terms of the Acquisition Documents any escrow account or restricted account (and all applicable lawsinterest thereon) permitted by Section 11.3(h).

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stockcapital stock, interests in any partnership or joint venture (including, including without limitation, limitation the creation or capitalization of any Subsidiary), evidence of Indebtedness Debt 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 except: (a) (i) Investments existing on the Closing Date investments not otherwise permitted by this SECTION 11.4 in Subsidiaries existing on the Closing Date, (ii) investments in Domestic Subsidiaries (other than Investments existing on the Closing Date) so long as the Borrower Date and its Subsidiaries comply with the applicable provisions of Section 9.10 and (iii) the other existing loans, advances and Investments investments not otherwise permitted by this SECTION 11.4 described on SCHEDULE 11.4; provided that there shall be no investment in Foreign Subsidiaries except as disclosed on Schedule 11.3 existing on 11.4 unless otherwise consented to by the Closing Date;Required Lenders. (b) investments in (i) Investments in (A) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency thereof maturing within one hundred twenty (120) 120 days from the date of acquisition thereof, (Bii) commercial paper maturing no more than one hundred twenty (120) 120 days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor’s 's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or Xxxxx’x Xxxxx'x Investors Service, Inc., (Ciii) certificates of deposit maturing no more than one hundred twenty (120) 120 days from the date of creation thereof issued by commercial banks incorporated under the laws of the United StatesStates 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; providedPROVIDED, 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, or (Div) time deposits maturing no more than thirty (30) 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, or (E) money market funds that invest in any Investments described in items (A) through (D) above and (ii) Investments permitted pursuant to that certain investment policy of the Borrower in effect as of the Closing Date and previously provided to the Administrative Agent (such Investments described in items (i) and (ii) above, “Cash Equivalents”); (ic) Investments by the Borrower or any of its Subsidiaries in the form of Permitted Acquisitions; provided that the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with a Consolidated Total Leverage Ratio of less than 2.75:1:00 as of the last day of the Fiscal Quarter most recently ended; provided further that if such Consolidated Total Leverage Ratio is equal to or greater than 2.25:1.00 (but less than 2.75:1.00), the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions) immediately preceding such acquisition shall not exceed $75,000,000 and (ii) the acquisition of Company Shares pursuant to the Tender Offer; (d) Hedging Agreements not prohibited by Section 11.1; (e) purchases of assets in the ordinary course of business; (f) Investments 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 $5,000,000; (g) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(h) and (k) and (ii) equity or capital Investments made by (A) the Borrower or any of its Subsidiaries in any Credit Party or (B) any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party; (h) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(l) and (ii) equity or capital investments made by any Credit Party in any Subsidiary which is not a Credit Party; provided that the aggregate amount of such intercompany Indebtedness and equity or capital investments, together with any intercompany Indebtedness permitted pursuant to Section 11.1(l)(ii), in each case, incurred or made after the Closing Date, shall not exceed $50,000,000 outstanding on any date of determination (which amount shall be calculated as the net balance of such loans, advances and equity or capital investments as reduced by any repayments or distributions made with respect thereto); (i) so long as no Default or Event of Default (including, without limitation, a Change of Control) shall have occurred and be continuing or would result therefrom, Investments by the Borrower or any of its Subsidiaries (other than any investment by the Borrower or any of its Subsidiaries in the form of acquisitions of all or substantially all of the business or a line of business (whether by the acquisition of Capital Stockcapital stock, other equity interest, assets or any combination thereof) in an aggregate amount not to exceed, over the term of the Credit Facilities $40,000,000 in total cash consideration (including, the gross amount of potential cash payments associated with any earn out obligation incurred in connection with such acquisition); PROVIDED that the following conditions are met: (i) the entity to be acquired is a going concern; (ii) the entity to be acquired is in a Substantially Similar Line of Business; (iii) the Company on behalf of itself and the other Borrowers shall have delivered written evidence to the Administrative Agent that the acquisition does not have a negative impact on Pro Forma EBITDA of the Borrowers and their Subsidiaries taken as a whole for the four (4) consecutive fiscal quarter period ending on or immediately prior to the date of such proposed acquisition; (iv) a Borrower is the surviving, controlling corporation upon the consummation of any such acquisition; (v) the Required Lenders shall have previously consented in writing to any single acquisition or series of related acquisitions having total cash consideration in excess of $40,000,000; (vi) the Company on behalf of itself and the other PersonBorrowers shall have delivered evidence in form and substance satisfactory to the Administrative Agent that the board of directors of the entity or entities to be acquired have approved such proposed acquisition; (vii) the entity to be acquired is not otherwise permitted hereunder paid solely with proceeds subject to material pending litigation which could reasonably be expected to have a Material Adverse Effect; (viii) no Default and no Event of Default has occurred and is continuing or would result from the issuance consummation of Capital Stock such proposed acquisition, (ix) the Company on behalf of itself and the other Borrowers shall have delivered to the Administrative Agent written evidence of compliance on a PRO FORMA basis with the financial covenants set forth in Article X, (x) the Borrowers shall have delivered to the Administrative Agent written evidence that the Leverage Ratio (after giving PRO FORMA effect to the proposed acquisition) will not exceed (I) 3.00 to 1.00 for the period commencing on the Closing Date through Xxxxx 00, 0000, (XX) 2.75 to 1.00 for the period commencing April 1, 2000 through March 31, 2001, and (III) 2.50 to 1.00 for the period commencing April 1, 2001 and at all times thereafter, and (xi) the total aggregate consideration for any acquisition or series of related acquisitions (including, without limitation, all cash payments, Debt and other obligations assumed, earn out payments, seller financing or equity issued, actual liabilities assumed and potential future liabilities assumed as reasonably valued by the Borrowers and their Subsidiaries and recorded on the balance sheet of the BorrowerBorrowers and their Subsidiaries) shall not exceed (I) $20,000,000 (of which the total cash consideration paid shall not exceed $10,000,000) if the Leverage Ratio is greater than or equal to 2.00 to 1.00 and (II) $45,000,000 (of which the total cash consideration paid shall not exceed $20,000,000) if the Leverage Ratio is less than 2.00 to 1.00; (jd) other additional investments not otherwise permitted pursuant to this Section incurred or without duplication, intercompany loans made after the Closing Date not by Systems to Immaterial Subsidiaries; PROVIDED, that (i) each such intercompany loan is evidenced by an Intercompany Note pledged and delivered to the Collateral Agent pursuant to the Collateral Agreement, (ii) any such intercompany loan shall be permitted only so long as such Person remains an Immaterial Subsidiary and (iii) the aggregate principal amount of all such intercompany loans shall at no time exceed $50,000,000 outstanding on any date of determination2,000,000; and (ke) consummation without duplication and after the Closing Date, intercompany loans or advances made by Condor or Systems to another Borrower; provided that any such intercompany loan or advance is characterized as a loan on the financial statements of the Acquisition in accordance with the terms of the Acquisition Documents such borrower and all applicable lawslender.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, acquire any Capital Stock, interests in any partnership or joint venture (including, without limitation, the creation or capitalization of any Restricted 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 (each, an “Investment”), except: (a) Investments in any of the following (collectively “Cash Equivalents”); (i) Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) investments in Domestic Subsidiaries (other than Investments existing on the Closing Date) so long as the Borrower and its Subsidiaries comply with the applicable provisions of Section 9.10 and (iii) the other loans, advances and Investments described on Schedule 11.3 existing on the Closing Date; (b) (i) Investments in (A) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency thereof maturing within one hundred twenty (120) days from the date of acquisition thereof, (B) commercial paper maturing no more than one hundred twenty (120) days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or Xxxxx’x Investors Service, Inc., (C) certificates of deposit maturing no more than one hundred twenty (120) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States, 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, (D) time deposits maturing no more than thirty (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, or (E) money market funds that invest in any Investments described in items (A) through (D) above and ; (ii) Investments permitted pursuant to that certain investment policy any variable or fixed rate notes (other than notes of the Borrower type described in effect clause (ix) below) issued by, or guaranteed by, any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Mxxxx’x and maturing within twelve (12) months of the date of acquisition; (iii) auction preferred stocks having the highest short-term credit rating by S&P or Mxxxx’x; Investments as of the Closing Date in Restricted Subsidiaries existing on the Closing Date; (iv) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency thereof maturing within one (1) year from the date of acquisition thereof; (v) commercial paper or banker’s acceptances maturing no more than three hundred sixty-four (364) days from the date of creation thereof and previously currently having a rating of either A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Mxxxx’x; (vi) certificates of deposit maturing no more than three hundred sixty-four (364) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States, each having combined capital, surplus and undivided profits of not less than $250,000,000 and having a rating of “A” or better by a nationally recognized rating agency; provided, that, unless otherwise approved by the Administrative Agent, 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; (vii) time deposits maturing no more than three hundred sixty-four (364) days from the date of creation thereof (viii) repurchase agreements with a term of not more than thirty (30) days with a bank or other trust company (including a Lender) or a recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully and unconditionally guaranteed or insured by the United States; (ix) obligations of states, municipalities, counties, political subdivisions, agencies of the foregoing and other similar entities and paying interest which is exempt from federal tax, provided that the maturity of such debt is three hundred sixty-four (364) days or less and such debt is rated at least A1 or MIG-1 by Mxxxx’x or at least A by S&P; (x) variable rate demand notes (low floaters) to the Administrative Agent extent such notes may be sold at no less than par upon not more than (7) days’ notice and so long as such obligations have been provided credit support by the issuance of a letter of credit from a commercial bank meeting the description in clause (iv) above; (xi) Investments, classified in accordance with GAAP as current assets of the Company and its Restricted Subsidiaries, in marketable short term money market mutual funds registered under the Investment Company Act of 1940, as amended, which are administered by institutions that have the highest rating obtainable from either Mxxxx’x, S&P or Morningstar and which invest substantially all of their assets in Investments of the types described in items clauses (i) and through (iix) above; and (xii) other similar Investments approved by the Administrative Agent, “Cash Equivalents”);including without limitation, Investments by Foreign Subsidiaries that are substantially similar to those described in the foregoing clauses (i) through (xi) in any country outside the United States in which such Person is organized; and (b) (i) Investments by the Borrower or any of its in Subsidiaries in the form of Permitted Acquisitions; provided that the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with a Consolidated Total Leverage Ratio of less than 2.75:1:00 as of the last day of the Fiscal Quarter most recently endedClosing Date; provided further that if such Consolidated Total Leverage Ratio is equal to or greater than 2.25:1.00 (but less than 2.75:1.00), the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions) immediately preceding such acquisition shall not exceed $75,000,000 and (ii) additional Investments in Domestic Subsidiaries that are Restricted Subsidiaries; (iii) Investments in Restricted Subsidiaries formed or acquired after the acquisition Closing Date made in accordance with the terms and conditions of Company Shares this Agreement; and (iv) the other loans, advances and Investments existing on the Closing Date which are described on Schedule 10.3; (c) Bank Products and Hedging Agreements permitted pursuant to the Tender OfferSection 10.1; (d) Hedging Agreements not prohibited by Section 11.1; (e) purchases of assets in the ordinary course of business; (fe) Investments in the form of loans and advances to directors, officers and employees in the ordinary course of business, which, in the aggregate, do not exceed at any time $5,000,000500,000; (f) Intercompany Debt permitted pursuant to Section 10.1(e); (g) Investments in by the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(h) and (k) and (ii) equity or capital Investments made by (A) the Borrower Company or any of its Subsidiaries in any Credit Party or (B) any Restricted Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party; (h) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(l) and (ii) equity or capital investments made by any Credit Party in any Subsidiary which is not a Credit Party; provided that the aggregate amount of such intercompany Indebtedness and equity or capital investments, together with any intercompany Indebtedness permitted pursuant to Section 11.1(l)(ii), in each case, incurred or made after the Closing Date, shall not exceed $50,000,000 outstanding on any date of determination (which amount shall be calculated as the net balance of such loans, advances and equity or capital investments as reduced by any repayments or distributions made with respect thereto); (i) so long as no Default or Event of Default (including, without limitation, a Change of Control) shall have occurred and be continuing or would result therefrom, Investments by the Borrower or any of its Subsidiaries (other than any investment by the Borrower or any of its Subsidiaries thereof 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 PersonPerson if each such acquisition meets all of the following requirements (any such Investment, a “Permitted Acquisition”): (i) the Person to be acquired shall be in a substantially similar or complementary line of business as the Company; (ii) evidence of approval of the acquisition by the acquiree’s board of directors or equivalent governing body or a copy of the opinion of counsel delivered by legal counsel to the acquiree in connection with the acquisition which evidences such approval or opines that such approval is not otherwise permitted hereunder paid solely required shall be delivered to the Administrative Agent at the time the documents referred to in clause (vii) of this Section 10.3(g) are required to be delivered; (iii) if the Company is a party to such transaction, the Company shall be survivor of such transaction and no Change in Control shall have been effected thereby; (iv) if (A) the Person to be acquired will not become, or be merged into, a Domestic Credit Party in connection with such acquisition or (B) the acquisition of all of the business or a line of business of a Person will be made by a Restricted Subsidiary that is not a Domestic Credit Party, the aggregate amount of cash consideration and any assumed debt, earn-outs (valued at any amount reasonably determined in good faith by the Company to be payable in connection with such earn-outs) and deferred payments for any such acquisition shall not exceed $200,000,000; (A) the Company shall be (as of the date of the proposed acquisition and after giving effect thereto and to any extensions of credit (including any Extension of Credit) made or to be made in connection therewith) in pro forma compliance with the covenants contained in and in the manner set forth in Section 9.1 and 9.2, and (B) no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the acquisition; (vi) if the aggregate amount of cash consideration and any assumed debt, earn-outs (valued at an amount reasonably determined in good faith by the Company to be payable in connection with such earn-outs) and deferred payments for any such acquisition exceeds $75,000,000, the Company shall have demonstrated to the Administrative Agent (as of the date of the proposed acquisition and after giving effect thereto and to any extensions of credit (including any Extension of Credit) made or to be made in connection therewith) (A) pro forma compliance with the covenants contained in and in the manner set forth in Section 9.1 and 9.2, and (B) no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the acquisition; (vii) the Company shall have delivered to the Administrative Agent such documents reasonably requested by the Administrative Agent or the Required Lenders (through the Administrative Agent) pursuant to Section 8.11 to be delivered at the time required pursuant to Section 8.11; and (viii) the Company shall provide such other documents and other information as may be reasonably requested by the Administrative Agent or the Required Lenders (through the Administrative Agent) in connection with the proposed acquisition. (i) Investments made by any Restricted Subsidiary that is not a Credit Party in any other Restricted Subsidiary that is not a Credit Party, (ii) Investments by the Company or any Restricted Subsidiary thereof in Foreign Subsidiaries or Unrestricted Subsidiaries not in the form of acquisitions covered by Section 10.3(g) in an aggregate amount not to exceed $50,000,000 at any time outstanding and (iii) Investments by the Company or any Restricted Subsidiary in any Restricted Subsidiary, the proceeds of which are used to consummate a Permitted Acquisition, in an aggregate amount not to exceed $140,000,000 at any time outstanding; (i) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the issuance grant of Capital Stock trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the Borrowerextent reasonably necessary in order to prevent or limit loss and Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with customers and suppliers; (j) other additional investments not otherwise permitted Investments related to customer financings; provided that the aggregate principal amount of all such Investments and all Indebtedness made pursuant to this Section incurred or made after the Closing Date 10.1(n) shall not to exceed $50,000,000 outstanding on 25,000,000 at any date of determinationtime outstanding; and (k) consummation in addition to the Investments permitted above, an unlimited amount of Investments (other than Permitted Acquisitions) so long as, (i) no Default or Event of Default shall have occurred and be continuing or would be caused by the Acquisition making of such Investment and (ii) in accordance the case of any Investment in an aggregate amount in excess of $5,000,000, the Company shall be in compliance with Sections 9.1 and 9.2 on a pro forma basis after giving effect to the terms making of the Acquisition Documents and all applicable lawssuch Investment.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (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 except: (a) (i) Investments investments existing on the Closing Date in Subsidiaries existing on the Closing DateSubsidiaries, and (ii) investments in Domestic Subsidiaries (other than Investments existing on the Closing Date) so long as the Borrower and its Subsidiaries comply with the applicable provisions of Section 9.10 and (iii) the other loans, advances and Investments described on Schedule 11.3 investments existing on the Closing DateDate which are described on Schedule 10.3; (b) investments in (i) Investments in (A) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency thereof maturing within one hundred twenty (120) days from the date of acquisition thereof, (Bii) commercial paper maturing no more than one hundred twenty (120) days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or Xxxxx’x Investors Service, Inc., (Ciii) certificates of deposit maturing no more than one hundred twenty (120) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States, 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, (Div) time deposits maturing no more than thirty (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, thereunder or (Ev) money market funds that invest in any Investments described in items (A) through (D) above and (ii) Investments permitted pursuant to that certain investment policy of the Borrower in effect as of the Closing Date and previously provided to the Administrative Agent (such Investments described in items (i) and (ii) above, “Cash Equivalents”); (i) Investments by the Borrower or any of its Subsidiaries in the form of Permitted Acquisitions; provided that the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with a Consolidated Total Leverage Ratio of less than 2.75:1:00 as of the last day of the Fiscal Quarter most recently ended; provided further that if such Consolidated Total Leverage Ratio is equal to or greater than 2.25:1.00 (but less than 2.75:1.00), the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions) immediately preceding such acquisition shall not exceed $75,000,000 and (ii) the acquisition of Company Shares pursuant to the Tender Offer; (d) Hedging Agreements not prohibited by Section 11.1; (e) purchases of assets demand deposit accounts maintained in the ordinary course of business; (fc) Investments in investments by the form of loans and advances to employees in the ordinary course of business, which, in the aggregate, do not exceed at any time $5,000,000; (g) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(h) and (k) and (ii) equity or capital Investments made by (A) the US Borrower or any of its Subsidiaries in any Credit Party or (B) any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party; (h) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(l) and (ii) equity or capital investments made by any Credit Party in any Subsidiary which is not a Credit Party; provided that the aggregate amount of such intercompany Indebtedness and equity or capital investments, together with any intercompany Indebtedness permitted pursuant to Section 11.1(l)(ii), in each case, incurred or made after the Closing Date, shall not exceed $50,000,000 outstanding on any date of determination (which amount shall be calculated as the net balance of such loans, advances and equity or capital investments as reduced by any repayments or distributions made with respect thereto); (i) so long as no Default or Event of Default (including, without limitation, a Change of Control) shall have occurred and be continuing or would result therefrom, Investments by the Borrower or any of its Subsidiaries (other than any investment by the Borrower or any of its Subsidiaries thereof 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 PersonPerson if each such acquisition meets all of the following requirements (such acquisition being referred to herein as a “Permitted Domestic Acquisition”): (i) the Person to be acquired shall be organized under the laws of the United States of America, or the assets to be acquired shall be located in the continental United States of America, and such Person shall be engaged in a business, or such assets shall be used in a business, permitted pursuant to Section 10.12; (ii) the US Borrower or any Subsidiary (including any entity being acquired that becomes a Subsidiary) shall be the surviving Person and no Change of Control shall have been effected thereby; (iii) the Person to be acquired shall not otherwise permitted hereunder paid solely with proceeds from be subject to any material pending litigation which could reasonably be expected to have a Material Adverse Effect; (iv) prior to the issuance closing of such acquisition, the acquisition is approved by the board of directors (or a majority of the holders of the Capital Stock of such Person) of the BorrowerPerson whose assets or Capital Stock are being acquired pursuant to such acquisition; (jv) other additional investments not otherwise permitted pursuant no Default or Event of Default shall have occurred and be continuing both before and after giving effect to this Section incurred such proposed acquisition; (vi) if the aggregate amount of Permitted Acquisition Consideration payable in cash with respect to such proposed acquisition or made after series of related acquisitions exceeds $50,000,000, the Closing Date not US Borrower shall have (A) demonstrated to exceed $50,000,000 outstanding on any the Administrative Agent pro forma compliance (as of the date of determinationthe proposed acquisition and after giving effect thereto and any Extensions of Credit made or to be made in connection therewith) with each covenant contained in, and in the manner set forth in, Article IX, (B) delivered to the Administrative Agent evidence of the approval referred to in clause (iv) above, and (C) delivered written notice of such proposed acquisition to the Administrative Agent and the Lenders, which notice shall include the proposed closing date of such proposed acquisition and a description of the acquisition in the form customarily prepared by the US Borrower, not less than five (5) Business Days prior to such proposed closing date; and (kvii) consummation the US Borrower shall have delivered to the Administrative Agent such documents reasonably requested by the Administrative Agent or the Required Lenders (through the Administrative Agent) pursuant to Section 8.11 to be delivered at the time required pursuant to Section 8.11. (d) investments by the US Borrower or any Subsidiary thereof in the form of acquisitions of all or substantially all of the Acquisition in accordance with business or a line of business (whether by the terms acquisition of the Acquisition Documents and all applicable laws.Capital Stock, assets or any combination

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital StockEquity Interests, interests in any partnership or joint venture (including, without limitation, the creation or capitalization of any Subsidiary), evidence of Indebtedness Debt 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 except: (a) (i) Investments existing investments (A) in Persons that are not Loan Parties in amounts not to exceed (1) $15,000,000 in the aggregate if the Leverage Ratio based on the Closing Date most recent financial statements of the Borrower delivered pursuant to Section 5.03(b) or (c), as applicable, is greater than or equal to 6.0:1.0, or (2) $18,000,000 in Subsidiaries the aggregate if the Leverage Ratio based on the most recent financial statements of the Borrower delivered pursuant to Section 5.03(b) or (c), as applicable, is less than 6.0:1.0, (B) in Loan Parties existing on the Closing Date, (iiC) investments in Domestic Subsidiaries (other than Investments existing on Loan Parties formed or acquired after the Closing Date) Date so long as the Borrower and its Subsidiaries the Loan Parties comply with the applicable provisions of Section 9.10 5.02(l) and (iiiD) in the other loans, advances and Investments investments described on Schedule 11.3 5.02(c)(i) existing on the Closing Date; (bii) (i) Investments investments in (A) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency thereof maturing within one hundred twenty (120) days from the date of acquisition thereof, (B) commercial paper maturing no more than one hundred twenty (120) days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. S&P or Xxxxx’x Investors Service, Inc.Xxxxx’x, (C) certificates of deposit maturing no more than one hundred twenty (120) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States, 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, or (D) time deposits maturing no more than thirty (30) days from the date of creation thereof with commercial banks or savings banks or savings and loan associations each either 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, or (E) money market funds that invest in any Investments described in items (A) through (D) above and (ii) Investments permitted pursuant to that certain investment policy of the Borrower in effect as of the Closing Date and previously provided to the Administrative Agent (such Investments described in items (i) and (ii) above, “Cash Equivalents”); (iiii) Investments investments by the Borrower or any of its Subsidiaries in the form of Permitted Acquisitions; provided that the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with a Consolidated Total Leverage Ratio of less than 2.75:1:00 as of the last day of the Fiscal Quarter most recently ended; provided further that if such Consolidated Total Leverage Ratio is equal to or greater than 2.25:1.00 (but less than 2.75:1.00), the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions) immediately preceding such acquisition shall not exceed $75,000,000 and (ii) the acquisition of Company Shares pursuant to the Tender Offer; (div) Hedging Hedge Agreements not prohibited by permitted pursuant to Section 11.15.02(a); (ev) purchases of assets in the ordinary course of business; (fvi) Investments investments 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 $5,000,0002,000,000; (g) Investments in the form of (ivii) intercompany loans and advances Debt permitted pursuant to Section 11.1(h) and (k) and (ii) equity or capital Investments made by (A) the Borrower or any of its Subsidiaries in any Credit Party or (B) any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party;5.02(a); and (h) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(l) and (ii) equity or capital investments made by any Credit Party in any Subsidiary which is not a Credit Party; provided that the aggregate amount of such intercompany Indebtedness and equity or capital investments, together with any intercompany Indebtedness permitted pursuant to Section 11.1(l)(ii), in each case, incurred or made after the Closing Date, shall not exceed $50,000,000 outstanding on any date of determination (which amount shall be calculated as the net balance of such loans, advances and equity or capital investments as reduced by any repayments or distributions made with respect thereto); (i) so long as no Default or Event of Default (including, without limitation, a Change of Control) shall have occurred and be continuing or would result therefrom, Investments by the Borrower or any of its Subsidiaries (other than any investment by the Borrower or any of its Subsidiaries 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) not otherwise permitted hereunder paid solely with proceeds from the issuance of Capital Stock of the Borrower; (jviii) other additional investments not otherwise permitted pursuant to this Section incurred or made after not exceeding (x) $6,000,000 in the Closing Date not aggregate in any Fiscal Year prior to exceed $50,000,000 outstanding on any date of determination; and (k) consummation the Completion of the Acquisition Hotel Project or (y) $12,000,000 in accordance with the terms aggregate in any Fiscal Year following the Completion of the Acquisition Documents and all applicable lawsHotel Project.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stockcapital stock, interests in any partnership or joint venture (including, without limitation, the creation or capitalization of any Subsidiary), evidence of Indebtedness Debt 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 except: (a) investments (i) Investments existing on the Closing Date in Subsidiaries existing on the Closing DateSubsidiaries, (ii) investments in Domestic Subsidiaries (other than Investments existing on formed or acquired after the Closing Date) Date so long as the Borrower and its Subsidiaries comply with the applicable provisions of Section 9.10 8.10 and (iii) existing on the other Closing Date in the form of loans, advances and Investments investments described on Schedule 11.3 existing on the Closing Date10.3; (b) investments in (i) Investments in (A) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency thereof maturing within one three hundred twenty sixty-five (120365) days from the date of acquisition thereof, (Bii) commercial paper maturing no more than one hundred twenty (120) days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor’s 's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or Xxxxx’x Xxxxx'x Investors Service, Inc., (Ciii) certificates of deposit maturing no more than one hundred twenty (120) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United StatesStates 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, (Div) time deposits maturing no more than thirty (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) tax-exempt municipal bonds maturing within one hundred twenty (120) days from the date of acquisition thereof, (vi) any money market or bank fund investing only in the investments set forth above or (Evii) money market funds that invest investments held in any Investments described in items (A) through (D) above and (ii) Investments permitted pursuant trust or escrow accounts subject to that certain investment policy of the Borrower in effect as of the Closing Date and previously provided to the Administrative Agent (such Investments described in items (i) and (ii) abovegovernment regulation, “Cash Equivalents”);legal settlements, collateral requirements or other similar arrangements; and (ic) Investments by the Borrower or any of its Subsidiaries in the form of Permitted Acquisitions; provided that the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with a Consolidated Total Leverage Ratio of less than 2.75:1:00 as of the last day of the Fiscal Quarter most recently ended; provided further that if such Consolidated Total Leverage Ratio is equal to or greater than 2.25:1.00 (but less than 2.75:1.00), the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions) immediately preceding such acquisition shall not exceed $75,000,000 and (ii) the acquisition of Company Shares pursuant to the Tender Offer; (d) Hedging Agreements not prohibited by Section 11.1; (e) purchases of assets in the ordinary course of business; (f) Investments 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 $5,000,000; (g) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(h) and (k) and (ii) equity or capital Investments made by (A) the Borrower or any of its Subsidiaries in any Credit Party or (B) any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party; (h) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(l) and (ii) equity or capital investments made by any Credit Party in any Subsidiary which is not a Credit Party; provided that the aggregate amount of such intercompany Indebtedness and equity or capital investments, together with any intercompany Indebtedness permitted pursuant to Section 11.1(l)(ii), in each case, incurred or made after the Closing Date, shall not exceed $50,000,000 outstanding on any date of determination (which amount shall be calculated as the net balance of such loans, advances and equity or capital investments as reduced by any repayments or distributions made with respect thereto); (i) so long as no Default or Event of Default (including, without limitation, a Change of Control) shall have occurred and be continuing or would result therefrom, Investments by the Borrower or any of its Subsidiaries (other than any investment by the Borrower or any of its Subsidiaries in the form of acquisitions of all, substantially all or substantially all a majority of the stock or assets of the business or a line of business (whether by the acquisition of Capital Stockcapital stock, assets or any combination thereof) of any other PersonPerson (each, a "Permitted Acquisition"); provided that: (i) not otherwise permitted hereunder paid solely with proceeds from the issuance Person to be acquired shall be a going concern, engaged in a business, or the assets to be acquired shall be used in a business which is similar, related or complimentary to the line of Capital Stock business of the BorrowerBorrower and its Subsidiaries as required pursuant to Section 10.12; (jii) the Borrower or such Subsidiary (unless the Person to be acquired complies with Section 8.10), as applicable, shall be the surviving Person and no Change in Control shall have been effected thereby; (iii) with respect to any Material Acquisition, the Borrower shall have delivered written notice of such proposed acquisition to the Administrative Agent (for delivery by the Administrative Agent to the Lenders) and the Lenders, which notice shall include the proposed closing date of such proposed acquisition, not less than twenty (20) calendar days prior to such proposed closing date; (iv) with respect to any Material Acquisition, the Borrower shall have delivered to the Administrative Agent copies of the Permitted Acquisition Documents; (v) with respect to any Material Acquisition, the Borrower shall have certified on or before the closing date of such proposed acquisition, in writing and in a form reasonably acceptable to the Administrative Agent and the Lenders, that such proposed acquisition has been approved by the board of directors or equivalent governing body of the Person to be acquired; (vi) no Default or Event of Default shall have occurred and be continuing both before and after giving effect to such proposed acquisition; (vii) the Borrower shall have complied with Section 8.10; (viii) with respect to any Material Acquisition, the Borrower shall have delivered to the Administrative Agent and the Lenders an Officer's Compliance Certificate dated as of the closing date of such proposed acquisition demonstrating, in form and substance reasonably satisfactory thereto, pro forma compliance with each covenant contained in Article IX (both before and after giving effect to such proposed acquisition) (it being agreed by the Borrower, the Administrative Agent and the Lenders that such calculations shall assume that all Debt assumed or incurred in conjunction with such proposed acquisition was incurred at the beginning of the applicable calculation period and that all income and expenses associated with such proposed acquisition shall be treated as earned and included in the pro-forma calculations (both on a consolidated and consolidating basis)); (ix) the Borrower shall have at least $10,000,000 in Liquidity both before and after giving effect to such proposed acquisition; and (x) the Person to be acquired is not subject to material pending litigation which could reasonably be expected to have a Material Adverse Effect; (d) investments by the Borrower or any of its Subsidiaries in the form of acquisitions of less than a majority of the capital stock or other additional ownership interests of any other Person; provided that: (i) the Person to be invested in shall be a going concern, engaged in a business which is similar, related or complimentary to the line of business of the Borrower and its Subsidiaries; (ii) the amount of the investment (regardless of the form of consideration), together with the aggregate amounts of all other investments not otherwise permitted pursuant to this Section incurred or made after the Closing Date 10.3(d), shall not to exceed $50,000,000 outstanding on 10,000,000 during the term of this Agreement; (iii) neither the Borrower nor any date Material Domestic Subsidiary or Material Foreign Subsidiary shall make any investment in which such party's potential liability is not limited to the amount of determinationits investment (i.e., investments as a general partner, in joint ventures, etc.); (iv) no Default or Event of Default shall have occurred and be continuing both before and after giving effect to such proposed investment; (v) the Borrower shall have complied with Section 8.10; (vi) the Borrower shall have at least $10,000,000 in Liquidity both before and after giving effect to such proposed investment; and (kvii) consummation the Person to be invested in is not subject to material pending litigation which could reasonably be expected to have a Material Adverse Effect. (e) intercompany loans and advances in connection with intercompany Debt permitted under Section 10.1(g); (f) Hedging Agreements permitted pursuant to Section 10.1; and (g) purchases of assets in the Acquisition in accordance with the terms ordinary course of the Acquisition Documents and all applicable lawsbusiness.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (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, or Guaranty Obligation in favor of, any Person (each, an “Investment”) except: (a) Investments (i) Investments existing on the Closing Date in Subsidiaries existing on the Closing Dateany Credit Party, (ii) investments in Domestic Subsidiaries (other than Investments existing on formed after the Closing Date) Date so long as the Borrower and its Subsidiaries comply complies with the applicable provisions of Section 9.10 9.11 and (iii) the other loans, advances and Investments described on Schedule 11.3 existing on the Closing Date; (b) (i) Investments in (Ai) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency thereof maturing within one hundred twenty (120) days from the date of acquisition thereof, (Bii) commercial paper maturing no more than one hundred twenty (120) days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or Xxxxx’x Investors Service, Inc., (Ciii) certificates of deposit maturing no more than one hundred twenty (120) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States, 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, or (Div) time deposits maturing no more than thirty (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, or (E) money market funds that invest in any Investments described in items (A) through (D) above and (ii) Investments permitted pursuant to that certain investment policy of the Borrower in effect as of the Closing Date and previously provided to the Administrative Agent (such Investments described in items (i) and (ii) above, “Cash Equivalents”); (ic) Investments by the Borrower or any of its Subsidiaries Credit Party in the form of Permitted Acquisitions; provided that the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with a Consolidated Total Leverage Ratio of less than 2.75:1:00 as of the last day of the Fiscal Quarter most recently ended; provided further that if such Consolidated Total Leverage Ratio is equal to or greater than 2.25:1.00 (but less than 2.75:1.00), the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions) immediately preceding such acquisition shall not exceed $75,000,000 and (ii) the acquisition of Company Shares pursuant to the Tender Offer; (d) Hedging Agreements not prohibited by permitted pursuant to Section 11.111.1(b); (e) purchases of assets in the ordinary course of business; (f) Investments 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 $5,000,000200,000; (g) intercompany Indebtedness permitted pursuant to Section 11.1(f); (h) Guaranty Obligations permitted pursuant to Section 11.1(e); (i) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(h) and (k) and (ii) equity or capital Investments made by (A) the Borrower or any to DG III made solely to enable DG III to make regularly scheduled payments of its Subsidiaries in any Credit Party or (B) any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party; (h) Investments in principal and interest on the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(l) and (ii) equity or capital investments made by any Credit Party in any Subsidiary which is not a Credit Party; MDVX Indebtedness provided that the aggregate amount of such intercompany Indebtedness payments do not violate Section 11.14 below and equity or capital investments, together with any intercompany Indebtedness permitted pursuant to Section 11.1(l)(ii), in each case, incurred or made after the Closing Date, shall not exceed $50,000,000 outstanding on any date of determination (which amount shall be calculated as the net balance of such loans, advances and equity or capital investments as reduced by any repayments or distributions made with respect thereto); (i) so long as no Default or Event of Default (including, without limitation, a Change of Control) shall have has occurred and be is continuing prior to (or would result therefrom, Investments by the Borrower or any of its Subsidiaries (other than any investment by the Borrower or any of its Subsidiaries 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 thereofoccur after giving effect to) of any other Person) not otherwise permitted hereunder paid solely with proceeds from the issuance of Capital Stock of the Borrowersuch Investment; (j) Permitted Acquisitions; (k) the FastChannel Acquisition; and (l) other additional investments Investments by any Credit Party not otherwise permitted pursuant to this Section incurred or made after not exceeding $200,000 in the Closing Date not to exceed $50,000,000 outstanding on aggregate in any date of determination; and (k) consummation of the Acquisition in accordance with the terms of the Acquisition Documents and all applicable lawsFiscal Year.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (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, or Guaranty Obligation in favor of, any Person (each, an "Investment") except: (a) Investments (i) Investments existing on the Closing Date in Subsidiaries existing on the Closing Dateany Credit Party, (ii) investments in Domestic Subsidiaries (other than Investments existing on formed after the Closing Date) Date so long as the Borrower and its Subsidiaries comply complies with the applicable provisions of Section 9.10 9.11 and (iii) the other loans, advances and Investments described on Schedule 11.3 existing on the Closing Date; (b) (i) Investments in (Ai) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency thereof maturing within one hundred twenty (120) days from the date of acquisition thereof, (Bii) commercial paper maturing no more than one hundred twenty (120) days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor’s 's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or Xxxxx’x Xxxxx'x Investors Service, Inc., (Ciii) certificates of deposit maturing no more than one hundred twenty (120) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States, 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, or (Div) time deposits maturing no more than thirty (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, or (E) money market funds that invest in any Investments described in items (A) through (D) above and (ii) Investments permitted pursuant to that certain investment policy of the Borrower in effect as of the Closing Date and previously provided to the Administrative Agent (such Investments described in items (i) and (ii) above, “Cash Equivalents”); (ic) Investments by the Borrower or any of its Subsidiaries Credit Party in the form of Permitted Acquisitions; provided that the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with a Consolidated Total Leverage Ratio of less than 2.75:1:00 as of the last day of the Fiscal Quarter most recently ended; provided further that if such Consolidated Total Leverage Ratio is equal to or greater than 2.25:1.00 (but less than 2.75:1.00), the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions) immediately preceding such acquisition shall not exceed $75,000,000 and (ii) the acquisition of Company Shares pursuant to the Tender Offer; (d) Hedging Agreements not prohibited by permitted pursuant to Section 11.111.1(b); (e) purchases of assets in the ordinary course of business; (f) Investments 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 $5,000,000200,000; (g) intercompany Indebtedness permitted pursuant to Section 11.1(f); (h) Guaranty Obligations permitted pursuant to Section 11.1(e); (i) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(h) and (k) and (ii) equity or capital Investments made by (A) the Borrower or any to DG III made solely to enable DG III to make regularly scheduled payments of its Subsidiaries in any Credit Party or (B) any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party; (h) Investments in principal and interest on the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(l) and (ii) equity or capital investments made by any Credit Party in any Subsidiary which is not a Credit Party; MDVX Indebtedness provided that the aggregate amount of such intercompany Indebtedness payments do not violate Section 11.14 below and equity or capital investments, together with any intercompany Indebtedness permitted pursuant to Section 11.1(l)(ii), in each case, incurred or made after the Closing Date, shall not exceed $50,000,000 outstanding on any date of determination (which amount shall be calculated as the net balance of such loans, advances and equity or capital investments as reduced by any repayments or distributions made with respect thereto); (i) so long as no Default or Event of Default (including, without limitation, a Change of Control) shall have has occurred and be is continuing prior to (or would result therefrom, Investments by the Borrower or any of its Subsidiaries (other than any investment by the Borrower or any of its Subsidiaries 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 thereofoccur after giving effect to) of any other Person) not otherwise permitted hereunder paid solely with proceeds from the issuance of Capital Stock of the Borrower;such Investment; and (j) other additional investments Investments by any Credit Party not otherwise permitted pursuant to this Section incurred or made after not exceeding $200,000 in the Closing Date not to exceed $50,000,000 outstanding on aggregate in any date of determination; and (k) consummation of the Acquisition in accordance with the terms of the Acquisition Documents and all applicable lawsFiscal Year.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stockcapital stock, interests in any partnership or joint venture (including, including without limitation, limitation the creation or capitalization of any Subsidiary), evidence of Indebtedness Debt 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 Advances to, or any investment in cash or by delivery of property in, any Person except: (a) investments, loans and advances (i) Investments existing in Subsidiaries which such Subsidiaries are in existence on the Closing Date Date, and which comply with the terms of Section 11.1, if applicable; provided that neither the Borrower, nor any Subsidiary thereof, shall make any new investments, loans or advances in Subsidiaries existing on or to Pacific Sierra after the Closing Date, (ii) investments in Domestic Subsidiaries (other than Investments existing on formed or acquired after the Closing Date) Date so long as the Borrower and its Subsidiaries comply with the applicable provisions of Section 9.10 9.11 and Section 11.3(e), as applicable, and (iii) the other loans, advances and Investments investments described on Schedule 11.3 existing on the Closing Date; (b) investments in promissory notes from officers or employees of the Borrower or a Subsidiary for stock issued to such officers or employees pursuant to the Stock Incentive Plan; (c) investments in (i) Investments in (A) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency thereof maturing within one hundred twenty (120) days from the date of acquisition thereof, (Bii) commercial paper maturing no more than one hundred twenty (120) days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor’s 's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or Xxxxx’x Xxxxx'x Investors Service, Inc., (Ciii) certificates of deposit maturing no more than one hundred twenty (120) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States, 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, or (Div) time deposits maturing no more than thirty (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, or (E) money market funds that invest in any Investments described in items (A) through (D) above and (ii) Investments permitted pursuant to that certain investment policy all of the Borrower in effect as of the Closing Date and previously provided to the Administrative Agent (such Investments described in items (i) and (ii) aboveforegoing investments, “"Cash Equivalents”); (i) Investments by the Borrower or any of its Subsidiaries in the form of Permitted Acquisitions; provided that the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with a Consolidated Total Leverage Ratio of less than 2.75:1:00 as of the last day of the Fiscal Quarter most recently ended; provided further that if such Consolidated Total Leverage Ratio is equal to or greater than 2.25:1.00 (but less than 2.75:1.00), the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions) immediately preceding such acquisition shall not exceed $75,000,000 and (ii) the acquisition of Company Shares pursuant to the Tender Offer"; (d) Hedging Agreements loans and advances to officers and employees not prohibited by otherwise permitted pursuant to Section 11.1; (e11.3(c) purchases of assets in the ordinary course of business; business as part of a compensation package or for business expenses (fexcluding travel and related expenses) Investments in the form of loans and advances an aggregate outstanding amount not to employees in the ordinary course of business, which, in the aggregate, do not exceed at any time $5,000,000; (g) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(h) and (k) and $100,000 per person or (ii) equity or capital Investments made by (A) the Borrower or $1,000,000, at any of its Subsidiaries in any Credit Party or (B) any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party;time; and (he) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(l) and (ii) equity or capital investments made by any Credit Party in any Subsidiary which is not a Credit Party; provided that the aggregate amount of such intercompany Indebtedness and equity or capital investments, together with any intercompany Indebtedness permitted pursuant to Section 11.1(l)(ii), in each case, incurred or made after the Closing Date, shall not exceed $50,000,000 outstanding on any date of determination (which amount shall be calculated as the net balance of such loans, advances and equity or capital investments as reduced by any repayments or distributions made with respect thereto); (i) so long as no Default or Event of Default (including, without limitation, a Change of Control) shall have occurred and be continuing or would result therefrom, Investments by the Borrower or any of its Subsidiaries (other than any investment by the Borrower or any of its Subsidiaries in the form of acquisitions of all or substantially all of the business or a line of business (whether by the acquisition of Capital Stockcapital stock, assets or any combination thereof) of any other PersonPerson if the Borrower and its Subsidiaries promptly comply with Section 9.11 hereof (each, a "Permitted Acquisition"); provided that: (i) not otherwise permitted hereunder paid solely with proceeds from the issuance Person to be acquired shall be a going concern, engaged in a business, or the assets to be acquired shall be used in a business, similar or complimentary to the line of Capital Stock business of the BorrowerBorrower and its Subsidiaries, and such acquisition shall have been approved by the board of directors or equivalent governing body (or the shareholders) of the seller and/or the Person to be acquired; (jii) other the Borrower or its Subsidiary, as applicable, shall be the surviving Person and no Change in Control shall have been effected thereby; (iii) the Borrower or its Subsidiary, as applicable, is in compliance with the covenants contained in Article X after giving effect to such acquisition; (iv) no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the acquisition; (v) the Borrower shall demonstrate, to the reasonable satisfaction of the Administrative Agent (A) pro forma compliance with the covenants contained in Sections 10.1, 10.2, 10.4 and 10.5 after giving effect to the proposed acquisition, and (B) the sum of (I) Total Leverage Ratio, after giving effect to the acquisition on a pro forma basis plus (II) an additional investments margin ratio of 0.25 to 1.0 does not otherwise exceed the maximum Total Leverage Ratio then permitted pursuant to this Section incurred 10.1; (vi) the Borrower shall have delivered written notice of such proposed acquisition to the Administrative Agent, which notice shall include the proposed closing date of the acquisition, not less than thirty (30) calendar days prior to such proposed closing date; (vii) to the extent requested by the Administrative Agent, the Borrower shall have delivered to the Administrative Agent copies of (A) the Permitted Acquisition Documents, which shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be delivered to the Administrative Agent promptly upon the finalization thereof and (B) the Permitted Acquisition Diligence Information, which shall be in form and substance reasonably satisfactory to the Administrative Agent, not less than fifteen (15) calendar days prior to the proposed closing date of such acquisition; (viii) the Borrower shall have obtained the prior written consent of the Required Lenders prior to the consummation of any acquisition, or made after series of related acquisitions, if (A) the Closing Date not aggregate cash consideration to be paid in connection with such proposed acquisition or series of related acquisitions would exceed $25,000,000 in the aggregate during the term of the Credit Facility, or (B) if the aggregate total consideration to be paid in connection with such proposed acquisition or series of related acquisitions would exceed $50,000,000 outstanding on any date during the term of determinationthe Credit Facility; (ix) the Borrower shall have at least $15,000,000 in availability under the Revolving Credit Facility after giving effect to the proposed acquisition; (x) the Person to be acquired shall demonstrate positive EBITDA for the most recent two (2) year period then ended, both prior to the acquisition and after giving effect thereto, by providing the Administrative Agent and Lenders copies of the most recent financial statements and projections, all in form and substance reasonably satisfactory to the Administrative Agent and Lenders; and (kxi) consummation prior to the closing of the proposed acquisition, the Borrower shall have identified all requested Permitted Acquisition EBITDA Adjustments to the Administrative Agent in accordance writing, and the Administrative Agent shall have approved, in its sole discretion, any such requested Permitted Acquisition EBITDA Adjustments, in connection with the terms such Permitted Acquisition; provided that such Permitted Acquisition EBITDA Adjustments must not exceed twenty percent (20%) of the Acquisition Documents and all applicable lawsacquisition target's actual EBITDA for the twelve (12) months prior to the acquisition. (f) Hedging Agreements permitted pursuant to Section 11.1.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (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 except: (a) (i) Investments investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) investments in Domestic Subsidiaries (other than Investments investments existing on the Closing Date) so long as the Borrower and its Subsidiaries comply with the applicable provisions of Section 9.10 8.10 and (iii) the other loans, advances and Investments investments described on Schedule 11.3 10.3 existing on the Closing Date; (b) (i) Investments investments in (A) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency thereof maturing within one hundred twenty (120) days from the date of acquisition thereof, (B) commercial paper maturing no more than one hundred twenty (120) days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or Xxxxx’x Investors Service, Inc., (C) certificates of deposit maturing no more than one hundred twenty (120) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States, 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, (D) time deposits maturing no more than thirty (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, or (E) money market funds that invest in any Investments investments described in items (A) through (D) above and (ii) Investments investments permitted pursuant to that certain investment policy of the Borrower in effect as of the Closing Date and previously provided to the Administrative Agent (such Investments investments described in items (i) and (ii) above, “Cash Equivalents”); (ic) Investments investments by the Borrower or any of its Subsidiaries in the form of Permitted Acquisitions; provided that the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with a Consolidated Total Leverage Ratio of less than 2.75:1:00 as of the last day of the Fiscal Quarter most recently ended; provided further that if such Consolidated Total Leverage Ratio is equal to or greater than 2.25:1.00 (but less than 2.75:1.00), the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions) immediately preceding such acquisition shall not exceed $75,000,000 and (ii) the acquisition of Company Shares pursuant to the Tender Offer; (d) Hedging Agreements not prohibited by Section 11.110.1; (e) purchases of assets in the ordinary course of business; (f) Investments investments 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 $5,000,000; (g) Investments investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(h10.1(h) and (k) and (ii) equity or capital Investments investments made by (A) the Borrower or any of its Subsidiaries in any Credit Party or (B) any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party; (h) Investments investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(l10.1(l) and (ii) equity or capital investments made by any Credit Party in any Subsidiary which is not a Credit Party; provided that the aggregate amount of such intercompany Indebtedness and equity or capital investments, together with any intercompany Indebtedness permitted pursuant to Section 11.1(l)(ii), in each case, incurred or made after the Closing Date, shall not exceed $50,000,000 outstanding on any date of determination (which amount shall be calculated as the net balance of such loans, advances and equity or capital investments as reduced by any repayments or distributions made with respect thereto); (i) so long as no Default or Event of Default (including, without limitation, a Change of Control) shall have occurred and be continuing or would result therefrom, Investments investments by the Borrower or any of its Subsidiaries (other than any investment by the Borrower or any of its Subsidiaries 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) not otherwise permitted hereunder paid solely with proceeds from the issuance of Capital Stock of the Borrower;; and (j) other additional investments not otherwise permitted pursuant to this Section incurred or made after not exceeding $10,000,000 in the Closing Date not to exceed $50,000,000 outstanding on aggregate in any date of determination; and (k) consummation of the Acquisition in accordance with the terms of the Acquisition Documents and all applicable lawsFiscal Year.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, acquire any Capital Stock, interests in any partnership or joint venture (including, without limitation, the creation or capitalization of any Restricted 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 (each, an “Investment”), except: (a) Investments in any of the following (collectively “Cash Equivalents”); (i) Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) investments in Domestic Subsidiaries (other than Investments existing on the Closing Date) so long as the Borrower and its Subsidiaries comply with the applicable provisions of Section 9.10 and (iii) the other loans, advances and Investments described on Schedule 11.3 existing on the Closing Date; (b) (i) Investments in (A) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency thereof maturing within one hundred twenty (120) days from the date of acquisition thereof, (B) commercial paper maturing no more than one hundred twenty (120) days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or Xxxxx’x Investors Service, Inc., (C) certificates of deposit maturing no more than one hundred twenty (120) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States, 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, (D) time deposits maturing no more than thirty (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, or (E) money market funds that invest in any Investments described in items (A) through (D) above and ; (ii) Investments permitted pursuant to that certain investment policy any variable or fixed rate notes (other than notes of the Borrower type described in effect clause (ix) below) issued by, or guaranteed by, any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Xxxxx’x and maturing within twelve (12) months of the date of acquisition; (iii) auction preferred stocks having the highest short-term credit rating by S&P or Xxxxx’x; Investments as of the Closing Date in Restricted Subsidiaries existing on the Closing Date; (iv) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency thereof maturing within one (1) year from the date of acquisition thereof; (v) commercial paper or banker’s acceptances maturing no more than three hundred sixty-four (364) days from the date of creation thereof and previously currently having a rating of either A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Xxxxx’x; (vi) certificates of deposit maturing no more than three hundred sixty-four (364) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States, each having combined capital, surplus and undivided profits of not less than $250,000,000 and having a rating of “A” or better by a nationally recognized rating agency; provided, that, unless otherwise approved by the Administrative Agent, 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; (vii) time deposits maturing no more than three hundred sixty-four (364) days from the date of creation thereof (viii) repurchase agreements with a term of not more than thirty (30) days with a bank or other trust company (including a Lender) or a recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully and unconditionally guaranteed or insured by the United States; (ix) obligations of states, municipalities, counties, political subdivisions, agencies of the foregoing and other similar entities and paying interest which is exempt from federal CHAR1\1753066v5 tax, provided that the maturity of such debt is three hundred sixty-four (364) days or less and such debt is rated at least A1 or MIG-1 by Xxxxx’x or at least A by S&P; (x) variable rate demand notes (low floaters) to the Administrative Agent extent such notes may be sold at no less than par upon not more than (7) days’ notice and so long as such obligations have been provided credit support by the issuance of a letter of credit from a commercial bank meeting the description in clause (iv) above; (xi) Investments, classified in accordance with GAAP as current assets of the Company and its Restricted Subsidiaries, in marketable short term money market mutual funds registered under the Investment Company Act of 1940, as amended, which are administered by institutions that have the highest rating obtainable from either Xxxxx’x, S&P or Morningstar and which invest substantially all of their assets in Investments of the types described in items clauses (i) and through (iix) above; and (xii) other similar Investments approved by the Administrative Agent, “Cash Equivalents”)including without limitation, Investments by Foreign Subsidiaries that are substantially similar to those described in the foregoing clauses (i) through (xi) in any country outside the United States in which such Person is organized; (b) (i) Investments by the Borrower or any of its in Subsidiaries in the form of Permitted Acquisitions; provided that the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with a Consolidated Total Leverage Ratio of less than 2.75:1:00 as of the last day of the Fiscal Quarter most recently endedClosing Date; provided further that if such Consolidated Total Leverage Ratio is equal to or greater than 2.25:1.00 (but less than 2.75:1.00), the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions) immediately preceding such acquisition shall not exceed $75,000,000 and (ii) additional Investments in Domestic Subsidiaries that are Restricted Subsidiaries; (iii) Investments in Restricted Subsidiaries formed or acquired after the acquisition Closing Date made in accordance with the terms and conditions of Company Shares this Agreement; and (iv) the other loans, advances and Investments existing on the Closing Date which are described on Schedule 10.3; (c) Bank Products and Hedging Agreements permitted pursuant to the Tender OfferSection 10.1; (d) Hedging Agreements not prohibited by Section 11.1; (e) purchases of assets in the ordinary course of business; (fe) Investments in the form of loans and advances to directors, officers and employees in the ordinary course of business, which, in the aggregate, do not exceed at any time $5,000,000500,000; (f) Intercompany Debt permitted pursuant to Section 10.1(e); (g) Investments in by the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(h) and (k) and (ii) equity or capital Investments made by (A) the Borrower Company or any of its Subsidiaries in any Credit Party or (B) any Restricted Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party; (h) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(l) and (ii) equity or capital investments made by any Credit Party in any Subsidiary which is not a Credit Party; provided that the aggregate amount of such intercompany Indebtedness and equity or capital investments, together with any intercompany Indebtedness permitted pursuant to Section 11.1(l)(ii), in each case, incurred or made after the Closing Date, shall not exceed $50,000,000 outstanding on any date of determination (which amount shall be calculated as the net balance of such loans, advances and equity or capital investments as reduced by any repayments or distributions made with respect thereto); (i) so long as no Default or Event of Default (including, without limitation, a Change of Control) shall have occurred and be continuing or would result therefrom, Investments by the Borrower or any of its Subsidiaries (other than any investment by the Borrower or any of its Subsidiaries thereof 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) not otherwise permitted hereunder paid solely with proceeds from the issuance of Capital Stock Person if each such acquisition meets all of the Borrowerfollowing requirements (any such Investment, a “Permitted Acquisition”): (i) the Person to be acquired shall be in a substantially similar or complementary line of business as the Company; (jii) other additional investments evidence of approval of the acquisition by the acquiree’s board of directors or equivalent governing body or a copy of the opinion of counsel delivered by legal counsel to the acquiree in connection with the acquisition which evidences such approval or opines that such approval is not otherwise permitted required shall be delivered to the Administrative Agent at the time the documents referred to in clause (vii) of this Section 10.3(g) are required to be delivered; CHAR1\1753066v5 (iii) if the Company is a party to such transaction, the Company shall be survivor of such transaction and no Change in Control shall have been effected thereby; (iv) if (A) the Person to be acquired will not become, or be merged into, a Domestic Credit Party in connection with such acquisition or (B) the acquisition of all of the business or a line of business of a Person will be made by a Restricted Subsidiary that is not a Domestic Credit Party, the aggregate amount of cash consideration and any assumed debt, earn-outs (valued at any amount reasonably determined in good faith by the Company to be payable in connection with such earn-outs) and deferred payments for any such acquisition shall not exceed $200,000,000; (A) the Company shall be (as of the date of the proposed acquisition and after giving effect thereto and to any extensions of credit (including any Extension of Credit) made or to be made in connection therewith) in pro forma compliance with the covenants contained in and in the manner set forth in Section 9.1 and 9.2, and (B) no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the acquisition; (vi) if the aggregate amount of cash consideration and any assumed debt, earn-outs (valued at an amount reasonably determined in good faith by the Company to be payable in connection with such earn-outs) and deferred payments for any such acquisition exceeds $75,000,000, the Company shall have demonstrated to the Administrative Agent (as of the date of the proposed acquisition and after giving effect thereto and to any extensions of credit (including any Extension of Credit) made or to be made in connection therewith) (A) pro forma compliance with the covenants contained in and in the manner set forth in Section 9.1 and 9.2, and (B) no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the acquisition; (vii) the Company shall have delivered to the Administrative Agent such documents reasonably requested by the Administrative Agent or the Required Lenders (through the Administrative Agent) pursuant to this Section incurred 8.11 to be delivered at the time required pursuant to Section 8.11; and (viii) the Company shall provide such other documents and other information as may be reasonably requested by the Administrative Agent or the Required Lenders (through the Administrative Agent) in connection with the proposed acquisition; (i) Investments made after by any Restricted Subsidiary that is not a Credit Party in any other Restricted Subsidiary that is not a Credit Party, (ii) Investments by the Closing Date Company or any Restricted Subsidiary thereof in Foreign Subsidiaries or Unrestricted Subsidiaries not in the form of acquisitions covered by Section 10.3(g) in an aggregate amount not to exceed $50,000,000 at any time outstanding on and (iii) Investments by the Company or any date Restricted Subsidiary in any Restricted Subsidiary, the proceeds of determinationwhich are used to consummate a Permitted Acquisition, in an aggregate amount not to exceed $140,000,000 at any time outstanding; (i) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss and Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with customers and suppliers; CHAR1\1753066v5 (j) Investments related to customer financings; provided that the aggregate principal amount of all such Investments and all Indebtedness made pursuant to Section 10.1(n) shall not exceed $25,000,000 at any time outstanding; and (k) consummation in addition to the Investments permitted above, an unlimited amount of Investments (other than Permitted Acquisitions) so long as, (i) no Default or Event of Default shall have occurred and be continuing or would be caused by the Acquisition making of such Investment and (ii) in accordance the case of any Investment in an aggregate amount in excess of $5,000,000, the Company shall be in compliance with Sections 9.1 and 9.2 on a pro forma basis after giving effect to the terms making of the Acquisition Documents and all applicable lawssuch Investment.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (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 except: (a) (i) Investments investments existing on the Closing Date in Subsidiaries existing on the Closing DateSubsidiaries, and (ii) investments in Domestic Subsidiaries (other than Investments existing on the Closing Date) so long as the Borrower and its Subsidiaries comply with the applicable provisions of Section 9.10 and (iii) the other loans, advances and Investments described on Schedule 11.3 investments existing on the Closing DateDate which are described on Schedule 11.3; (b) investments in (i) Investments in (A) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency thereof maturing within one hundred twenty (120) days from the date of acquisition thereof, (Bii) commercial paper maturing no more than one hundred twenty (120) days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. S&P or Xxxxx’x Investors Service, Inc.Xxxxx’x, (Ciii) certificates of deposit maturing no more than one hundred twenty (120) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States, 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, (Div) time deposits maturing no more than thirty (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, or (Ev) money market funds that invest in any Investments described in items (A) through (D) above and (ii) Investments permitted pursuant to that certain investment policy of the Borrower in effect as of the Closing Date and previously provided to the Administrative Agent (such Investments described in items (i) and (ii) above, “Cash Equivalents”); (i) Investments by the Borrower or any of its Subsidiaries in the form of Permitted Acquisitions; provided that the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with a Consolidated Total Leverage Ratio of less than 2.75:1:00 as of the last day of the Fiscal Quarter most recently ended; provided further that if such Consolidated Total Leverage Ratio is equal to or greater than 2.25:1.00 (but less than 2.75:1.00), the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions) immediately preceding such acquisition shall not exceed $75,000,000 and (ii) the acquisition of Company Shares pursuant to the Tender Offer; (d) Hedging Agreements not prohibited by Section 11.1; (e) purchases of assets demand deposit accounts maintained in the ordinary course of businessbusiness or (vi) any Eurodollar deposits maturing no more than seven (7) days from the date of creation thereof issued by a Lender, an Affiliate of a Lender or commercial banks, each having combined capital, surplus and undivided profits of not less than $500,000,000 in an aggregate amount invested at any one time not to exceed $10,000,000; (fc) Investments in investments by the form of loans and advances to employees in the ordinary course of business, which, in the aggregate, do not exceed at any time $5,000,000; (g) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(h) and (k) and (ii) equity or capital Investments made by (A) the US Borrower or any of its Subsidiaries in any Credit Party or (B) any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party; (h) Investments in the form of (i) intercompany loans and advances permitted pursuant to Section 11.1(l) and (ii) equity or capital investments made by any Credit Party in any Subsidiary which is not a Credit Party; provided that the aggregate amount of such intercompany Indebtedness and equity or capital investments, together with any intercompany Indebtedness permitted pursuant to Section 11.1(l)(ii), in each case, incurred or made after the Closing Date, shall not exceed $50,000,000 outstanding on any date of determination (which amount shall be calculated as the net balance of such loans, advances and equity or capital investments as reduced by any repayments or distributions made with respect thereto); (i) so long as no Default or Event of Default (including, without limitation, a Change of Control) shall have occurred and be continuing or would result therefrom, Investments by the Borrower or any of its Subsidiaries (other than any investment by the Borrower or any of its Subsidiaries thereof 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 PersonPerson if each such acquisition meets all of the following requirements (such acquisition being referred to herein as a “Permitted Domestic Acquisition”): (i) the Person to be acquired shall be organized under the laws of the United States of America, or the assets to be acquired shall be located in the continental United States of America, and such Person shall be engaged in a business, or such assets shall be used in a business, permitted pursuant to Section 11.12; (ii) the US Borrower or any Subsidiary (including any entity being acquired that becomes a Subsidiary) shall be the surviving Person and no Change of Control shall have been effected thereby; (iii) the Person to be acquired shall not otherwise permitted hereunder paid solely with proceeds from be subject to any material pending litigation which could reasonably be expected to have a Material Adverse Effect; (iv) prior to the issuance closing of such acquisition, the acquisition is approved by the board of directors (or a majority of the holders of the Capital Stock of such Person) of the Person whose assets or Capital Stock are being acquired pursuant to such acquisition; (v) no Default or Event of Default shall have occurred and be continuing both before and after giving effect to such proposed acquisition; (vi) if the aggregate amount of Permitted Acquisition Consideration payable in cash with respect to such proposed acquisition or series of related acquisitions exceeds $50,000,000, the US Borrower shall have (A) demonstrated to the Administrative Agent pro forma compliance (as of the date of the proposed acquisition and after giving effect thereto and any Extensions of Credit made or to be made in connection therewith or other Indebtedness incurred in connection therewith) with each covenant contained in, and in the manner set forth in, Article X, (B) delivered to the Administrative Agent evidence of the approval referred to in clause (iv) above, and (C) delivered written notice of such proposed acquisition to the Administrative Agent and the Lenders, which notice shall include the proposed closing date of such proposed acquisition and a description of the acquisition in the form customarily prepared by the US Borrower, not less than five (5) Business Days prior to such proposed closing date (or such later time as may be agreed to by the Administrative Agent in its sole discretion); and (vii) the US Borrower shall have delivered to the Administrative Agent such documents reasonably requested by the Administrative Agent or the Required Lenders (through the Administrative Agent) pursuant to Section 9.11 to be delivered at the time required pursuant to Section 9.11. (d) investments by the US Borrower or any Subsidiary thereof 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 if each such acquisition meets all of the following requirements (such acquisition being referred to herein as a “Permitted Foreign Acquisition”): (i) the Person to be acquired shall be organized under the laws of a jurisdiction other than the United States of America, or the assets to be acquired shall be located outside of the continental United States of America, and such Person shall be engaged in a business, or such assets shall be used in a business, permitted pursuant to Section 11.12; (ii) the US Borrower or any Subsidiary (including any entity being acquired that becomes a Subsidiary) shall be the surviving Person and no Change of Control shall have been effected thereby; (iii) the Person to be acquired shall not be subject to any material pending litigation which could reasonably be expected to have a Material Adverse Effect; (iv) prior to the closing of such acquisition, the acquisition is approved by the board of directors (or a majority of the holders of the Capital Stock of such Person) of the Person whose assets or Capital Stock are being acquired pursuant to such acquisition; (v) no Default or Event of Default shall have occurred and be continuing both before and after giving effect to such proposed acquisition; (vi) the aggregate amount of Permitted Acquisition Consideration payable (A) with respect to any Permitted Foreign Acquisition or series of related Permitted Foreign Acquisitions does not exceed $35,000,000 in cash and (B) with respect to all Permitted Foreign Acquisitions and the total amount of any transactions permitted under Sections11.1(i), 11.3(i) and 11.5(f) does not exceed $60,000,000 in the aggregate during the period from the Closing Date through and including the Maturity Date; and (vii) if the aggregate amount of Permitted Acquisition Consideration payable in cash with respect to such proposed acquisition or series of related acquisitions exceeds $20,000,000, the US Borrower shall have (A) demonstrated to the Administrative Agent pro forma compliance (as of the date of the proposed acquisition and after giving effect thereto and any Extensions of Credit made or to be made in connection therewith or other Indebtedness incurred in connection therewith) with each covenant contained in, and in the manner set forth in, Article X, (B) delivered to the Administrative Agent evidence of the approval referred to in clause (iv) above, and (C) delivered written notice of such proposed acquisition to the Administrative Agent and the Lenders, which notice shall include the proposed closing date of such proposed acquisition and a description of the acquisition in the form customarily prepared by the US Borrower, not less than five (5) Business Days prior to such proposed closing date (or such later time as may be agreed to by the Administrative Agent in its sole discretion). (e) Hedging Agreements permitted pursuant to Section 11.1; (f) purchases of assets in the ordinary course of business; (g) investments 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 $500,000; (h) intercompany Indebtedness permitted pursuant to Section 11.1(h); (i) the creation of new Foreign Subsidiaries or additional investments in existing Foreign Subsidiaries, the investment in which, together with the Permitted Acquisition Consideration payable in connection with all Permitted Foreign Acquisitions and the total amount of any transactions permitted under Sections 11.1(i) and 11.5(f), does not exceed $60,000,000 in the aggregate during the period from the Closing Date through and including the Maturity Date; (j) the creation of Domestic Subsidiaries after the Closing Date so long as (i) each such Domestic Subsidiary shall comply with Section 9.11 and (ii) the creation of such Domestic Subsidiary is otherwise made in accordance with the terms and conditions of this Agreement (including, without limitation, this Section 11.3); (k) equity investments (i) by the US Borrower in any Subsidiary Guarantor, (ii) by any Subsidiary in the US Borrower, (iii) by any Subsidiary in any Subsidiary Guarantor or (iv) by any Subsidiary that is not a Subsidiary Guarantor in any other Subsidiary that is not a Subsidiary Guarantor; (l) [Intentionally Omitted]; and (m) other additional domestic investments not otherwise permitted pursuant to this Section incurred or made after not exceeding $10,000,000 in the Closing Date not to exceed $50,000,000 outstanding on aggregate in any date of determination; and (k) consummation of the Acquisition in accordance with the terms of the Acquisition Documents and all applicable lawsFiscal Year.