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 (any such transaction, an “Investment”) except: (a) (i) Investments existing on the Restatement Date in Subsidiaries existing on the Restatement Date, (ii) investments in Domestic Subsidiaries (other than Investments existing on the Restatement Date and Investments in Domestic Subsidiaries of Foreign Subsidiaries) so long as the Parent 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 Restatement 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, (ii) Investments by any Foreign Subsidiary in the form of cash on deposit in any commercial bank up to an aggregate amount of $10,000,000, and (iii) Investments permitted pursuant to that certain investment policy of the Parent Borrower in effect as of the Original Closing Date and previously provided to the Administrative Agent (such Investments described in items (i), (ii), and (iii) above, “Cash Equivalents”); (c) Investments by the Parent Borrower or any of its Subsidiaries in the form of Permitted Acquisitions so long as the Parent Borrower and its Subsidiaries are in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio of at least 0.25:1.00 less than 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 Parent Borrower prior to such Permitted Acquisition (such Consolidated Total Net Leverage Ratio to be 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 Subsidiary Guarantor (or the assets of which are not acquired by the either Borrower or a Subsidiary Guarantor) (x) shall not exceed $125,000,000 for any such acquisition (or series of related acquisitions) and (y) when taken together with the aggregate Permitted Acquisition Consideration for all such acquired businesses acquired after the Restatement Date pursuant to the proviso in clause (d) of the definition of “Permitted Acquisition” and this Section 11.3(c), shall not exceed $300,000,000 in the aggregate; (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 Parent 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 equity or capital investments permitted pursuant to the foregoing clause (ii), together with any intercompany Indebtedness permitted pursuant to Section 11.1(l), in each case, incurred or made after the Restatement Date, shall not exceed, as of the date such Investment is made or increased, $225,000,000; (i) so long as no Default or Event of Default (including, without limitation, a Change in Control) shall have occurred and be continuing or would result therefrom, Investments by the Parent Borrower or any of its Subsidiaries (other than any investment by the Parent 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 Parent Borrower; (j) other additional investments not otherwise permitted pursuant to this Section incurred or made after the Restatement Date not to exceed, as of the date such Investment is made or increased, the greater of (A) $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) as reduced by any repayments or distributions made with respect thereto (as of such date of determination)); (k) Investments in any Subsidiary in connection with any Corporate Restructuring; and (l) the Acquisition.

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 Equity Interest (including, without limitation, including 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 (any such transaction, an “Investment”) except: (a) loans, advances or investments (i) Investments existing on the Restatement Date date hereof by the Borrower in Subsidiaries existing on or to any Subsidiary or by any Subsidiary in or to the Restatement Date, Borrower or any other Subsidiary and (ii) investments made after the date hereof by the Borrower in Domestic Subsidiaries (or to any Subsidiary or by any Subsidiary in or to the Borrower or any other than Investments existing on Subsidiary; provided that the Restatement Date and Investments in Domestic Subsidiaries aggregate outstanding amount of Foreign Subsidiaries) so long as the Parent Borrower and its Subsidiaries comply with the applicable provisions of Section 9.10 and (iii) the other such loans, advances and Investments described on Schedule 11.3 existing on the Restatement Dateinvestments made by Loan Parties in or to Subsidiaries that are not Loan Parties (determined without regard to any write-downs or write-offs of such investments, loans and advances) shall not exceed $25,000,000 at any time outstanding; (b) investments in (i) Investments in (A) marketable direct obligations issued or unconditionally guaranteed by the United States of America (or any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America) maturing within one hundred twenty (120) 365 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. S&P or Xxxxx’x Investors Service, Inc.Moody’s, (Ciii) certificates of deposit maturing no more than one hundred twenty (120) 365 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, (iv) shares of any money market mutual fund that (a) has substantially all of its assets invested continuously in the aggregate amount invested types of investments referred to 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 bankclauses (i), (Dii), (iii) and (vi), (b) has net assets of not less than $500,000,000, and (c) has the highest rating obtainable from either S&P or Moody’s; (v) fully collateralized repurchase agreements with a term of not more than 30 days for underlying securities of the type described in clauses (i) and (ii) above entered into with any bank meeting the qualifications specified in clause (iii) above or securities dealers of recognized national standing; or (vi) time deposits maturing no more than thirty (30) 90 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, (ii) Investments by any Foreign Subsidiary in the form of cash on deposit in any commercial bank up to an aggregate amount of $10,000,000, and (iii) Investments permitted pursuant to that certain investment policy of the Parent Borrower in effect as of the Original Closing Date and previously provided to the Administrative Agent thereunder (such Investments investments described in items (i), ) through (ii), and (iiivi) above, “Cash Equivalents”); (c) Investments by the Parent Borrower or any Subsidiary may acquire all or substantially all the assets of a Person or line of business of such Person, or not less than 100% of the Equity Interests (other than directors’ qualifying shares) of a Person (referred to herein as the “Acquired Entity”) if each such acquisition meets all of the following requirements (such acquisitions being “Permitted Acquisitions”): (i) the Acquired Entity shall be primarily in substantially similar or related lines of business as the Borrower and its Subsidiaries Subsidiaries; (ii) the Administrative Agent shall have received evidence of approval of the acquisition by the acquiree’s board of directors or equivalent governing body; (iii) a description of the acquisition in form and substance satisfactory to the Administrative Agent shall have been delivered to the Administrative Agent not less than 15 days prior to the consummation of the acquisition (it being agreed that the description of the Xxxxxxx Acquisition contained in the form of Permitted Acquisitions letter agreement referred to in the definition thereof shall be deemed satisfactory to the Administrative Agent so long as the Parent Borrower delivers definitive documentation for such acquisition to the Administrative Agent prior to the date hereof and its Subsidiaries are such documentation is substantially consistent with such description); (iv) the Borrower or any Subsidiary (or if any Loan Party is a party thereto, such Loan Party) shall be the surviving Person and no Change in Control shall have been effected thereby; (v) prior to consummation of the acquisition, the Borrower or applicable Subsidiary shall have delivered written evidence demonstrating to the satisfaction of the Administrative Agent that (A) the Borrower will be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio the Financial Covenants after giving pro forma effect to the acquisition and any Debt incurred in connection therewith (and to any other acquisitions consummated and Debt incurred in connection therewith during the applicable calculation period) and (B) no Default or Event of at least 0.25:1.00 less than the then-applicable Consolidated Total Net Leverage Ratio that would otherwise Default shall have occurred and be required under Section 10.1 determined for the most recently ended fiscal quarter of the Parent Borrower prior to such Permitted Acquisition (such Consolidated Total Net Leverage Ratio to be calculated continuing both before and after giving effect to the acquisition; (vi) the Borrower or applicable Subsidiary shall comply with the provisions of Section 5.14 within the time required by such Section; and (vii) the total cash consideration (after deducting cash and Cash Equivalents on the balance sheet of the Person being acquired or included in the assets being acquired to the extent such cash and Cash Equivalents are readily available to repay the Obligations) for all 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 Subsidiary Guarantor (or the assets of which are not acquired by the either Borrower or a Subsidiary Guarantor) (x) Acquisitions shall not exceed $125,000,000 25,000,000 plus the then Available Amount plus the then Equity Proceeds Available Amount in any 12 month period (provided that the cash consideration paid in respect of the Xxxxxxx Acquisition shall not reduce the amount available for any such acquisition (or series of related acquisitions) and (y) when taken together with the aggregate other Permitted Acquisition Consideration for all such acquired businesses acquired after the Restatement Date Acquisitions pursuant to the proviso in this clause (d) of the definition of “Permitted Acquisition” and this Section 11.3(cvii), shall not exceed $300,000,000 in the aggregate); (d) Financial Hedging Agreements not prohibited by permitted pursuant to Section 11.16.01(b); (e) purchases of assets in the ordinary course of business; (f) Investments loans by any GGS Company to officers, directors and employees of the GGS Companies to facilitate their purchase of ownership interests or options in the form of Borrower in an aggregate amount not to exceed $500,000 at any time (determined without regard to any write-downs or write-offs); (g) transactions permitted under Section 6.05(c); (h) loans and advances to employees for reasonable travel and business expenses in the ordinary course of business, which, business in the aggregate, do an aggregate amount not exceed in excess of $500,000 outstanding at any time $5,000,000; (g) Investments in the form of (i) intercompany loans and advances permitted pursuant determined without regard to Section 11.1(h) and (k) and (ii) equity any write-downs or capital Investments made by (A) the Parent 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 Partywrite-offs); provided that the aggregate amount of such equity or capital investments permitted pursuant to the foregoing clause (ii), together with any intercompany Indebtedness permitted pursuant to Section 11.1(l), in each case, incurred or made after the Restatement Date, shall not exceed, as of the date such Investment is made or increased, $225,000,000;and (i) so long as no Default or Event of Default (including, without limitation, a Change in Control) shall have occurred and be continuing or would result therefrom, Investments by the Parent Borrower or any of its Subsidiaries (other than any investment by the Parent 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 Parent Borrower; (j) other additional loans and investments not otherwise permitted pursuant to this Section incurred not exceeding $10,000,000 in the aggregate at any time outstanding plus the then Available Amount plus the then Equity Proceeds Available Amount (determined without regard to any write-downs or write-offs); provided, that all loans made after pursuant to this clause shall (i) be evidenced by promissory notes and such other documents as may be requested by the Restatement Date not Administrative Agent and in form and substance reasonably satisfactory to exceed, the Administrative Agent and (ii) such promissory notes and related documents shall be delivered to the Administrative Agent as Collateral in accordance with the provisions of the date such Investment is made or increased, the greater of (A) $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) as reduced by any repayments or distributions made with respect thereto (as of such date of determination)); (k) Investments in any Subsidiary in connection with any Corporate Restructuring; and (l) the AcquisitionCollateral Agreement.

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 (any such transaction, an “Investment”) except: (a) (i) Investments existing on investments as of the Restatement Closing Date in Subsidiaries existing on the Restatement Closing Date, (ii) investments in Domestic Subsidiaries (other than Investments existing on formed or acquired after the Restatement Closing Date and Investments in Domestic Subsidiaries of Foreign Subsidiaries) so long as the Parent Borrower and its Subsidiaries comply with the applicable provisions of Section 9.10 8.11 and (iii) the other loans, advances and Investments investments existing on the Closing Date which are described on Schedule 11.3 existing on the Restatement Date10.3; (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 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 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 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, 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, (ii) Investments by any Foreign Subsidiary in the form of cash on deposit in any commercial bank up to an aggregate amount of $10,000,000, and (iii) Investments permitted pursuant to that certain investment policy of the Parent Borrower in effect as of the Original Closing Date and previously provided to the Administrative Agent (such Investments described in items (i), (ii), and (iii) above, “Cash Equivalents”); (c) Investments investments by the Parent Borrower or any of its Subsidiaries in the form of Permitted Acquisitions so long as the Parent Borrower and its Subsidiaries are in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio of at least 0.25:1.00 less than the thennon-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 Parent Borrower prior to such Permitted Acquisition (such Consolidated Total Net Leverage Ratio to be 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 Subsidiary Guarantor (or the assets of which are not acquired by the either Borrower or a Subsidiary Guarantor) (x) shall not exceed $125,000,000 for any such acquisition (or series of related acquisitions) and (y) when taken together with the aggregate Permitted Acquisition Consideration for all such acquired businesses acquired after the Restatement Date pursuant to the proviso in clause (d) of the definition of “Permitted Acquisition” and this Section 11.3(c), shall not exceed $300,000,000 in the aggregate; (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 Parent 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 equity or capital investments permitted pursuant to the foregoing clause (ii), together with any intercompany Indebtedness permitted pursuant to Section 11.1(l), in each case, incurred or made after the Restatement Date, shall not exceed, as of the date such Investment is made or increased, $225,000,000; (i) so long as no Default or Event of Default (including, without limitation, a Change in Control) shall have occurred and be continuing or would result therefrom, Investments by the Parent Borrower or any of its Subsidiaries (other than any investment by the Parent Borrower or any of its Subsidiaries in the form of hostile 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 Parent foregoing requirements: (i) 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 (v) of this Section 10.3(c) are required to be delivered; (ii) the Person to be acquired shall be in a substantially similar or complementary line of business as the Borrower; (jiii) a description of the 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 the acquisition; (iv) the Borrower shall have demonstrated to the Administrative Agent (as of the date of the proposed acquisitions and after giving effect thereto and any Extensions of Credit made or to be made in connection therewith) (A) compliance with each covenant contained in and in the manner set forth in Article IX, (B) the Total Leverage Ratio is at least 0.25 below the Total Leverage Ratio then applicable 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 proposed acquisition and (D) the Borrower will have cash on hand plus unfunded Commitments under the Credit Facility of at least $10,000,000; (v) 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, 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; (vi) the Borrower or any Domestic Subsidiary shall be the surviving Person and no Change of Control shall have been effected thereby; (vii) 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; (viii) as of the date of such acquisition, there is no material litigation pending or threatened; and (ix) the total aggregate consideration (including, without limitation, all cash consideration, 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) to be paid by the Borrower and its Subsidiaries in connection with such acquisition, or series of related acquisitions, does not exceed $40 million; (d) Hedging Agreements permitted pursuant to Section 10.1; (e) purchases of assets in the ordinary course of business; (f) intercompany Indebtedness permitted pursuant to Section 10.1(h); and (g) other additional investments not otherwise permitted pursuant to this Section incurred or made after not exceeding $1,000,000 in the Restatement Date not to exceed, as of the date such Investment is made or increased, the greater of (A) $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) as reduced by any repayments or distributions made with respect thereto (as of such date of determination)); (k) Investments aggregate in any Subsidiary in connection with any Corporate Restructuring; and (l) the AcquisitionFiscal 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 Equity Interest (including, without limitation, including 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 (any such transaction, an “Investment”) except: (a) loans, advances or investments (i) Investments existing on the Restatement Date date hereof by the Borrower in Subsidiaries existing on or to any Subsidiary or by any Subsidiary in or to the Restatement Date, Borrower or any other Subsidiary and (ii) investments made after the date hereof by the Borrower in Domestic Subsidiaries (or to any Subsidiary or by any Subsidiary in or to the Borrower or any other than Investments existing on Subsidiary; provided that the Restatement Date and Investments in Domestic Subsidiaries aggregate outstanding amount of Foreign Subsidiaries) so long as the Parent Borrower and its Subsidiaries comply with the applicable provisions of Section 9.10 and (iii) the other such loans, advances and Investments described on Schedule 11.3 existing on the Restatement Dateinvestments made by Loan Parties in or to Subsidiaries that are not Loan Parties (determined without regard to any write-downs or write-offs of such investments, loans and advances) shall not exceed $30,000,000 at any time outstanding; (b) investments in (i) Investments in (A) marketable direct obligations issued or unconditionally guaranteed by the United States of America (or any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America) maturing within one hundred twenty (120) 365 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. S&P or Xxxxx’x Investors Service, Inc.Moody’s, (Ciii) certificates of deposit maturing no more than one hundred twenty (120) 365 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, (iv) shares of any money market mutual fund that (a) has substantially all of its assets invested continuously in the aggregate amount invested types of investments referred to 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 bankclauses (i), (Dii), (iii) and (vi), (b) has net assets of not less than $500,000,000, and (c) has the highest rating obtainable from either S&P or Moody’s; (v) fully collateralized repurchase agreements with a term of not more than 30 days for underlying securities of the type described in clauses (i) and (ii) above entered into with any bank meeting the qualifications specified in clause (iii) above or securities dealers of recognized national standing; or (vi) time deposits maturing no more than thirty (30) 90 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, (ii) Investments by any Foreign Subsidiary in the form of cash on deposit in any commercial bank up to an aggregate amount of $10,000,000, and (iii) Investments permitted pursuant to that certain investment policy of the Parent Borrower in effect as of the Original Closing Date and previously provided to the Administrative Agent thereunder (such Investments investments described in items (i), ) through (ii), and (iiivi) above, “Cash Equivalents”); (c) Investments by the Parent Borrower or any Subsidiary may acquire all or substantially all the assets of a Person or line of business of such Person, or not less than 100% of the Equity Interests (other than directors’ qualifying shares) of a Person (referred to herein as the “Acquired Entity”) if each such acquisition meets all of the following requirements (such acquisitions being “Permitted Acquisitions”): (i) the Acquired Entity shall be primarily in substantially similar or related lines of business as the Borrower and its Subsidiaries Subsidiaries; (ii) the Administrative Agent shall have received evidence of approval of the acquisition by the acquiree’s board of directors or equivalent governing body; (iii) a description of the acquisition in form and substance satisfactory to the Administrative Agent shall have been delivered to the Administrative Agent not less than 15 days prior to the consummation of the acquisition (it being agreed that the description of the Xxxxxxx Acquisition contained in the form of Permitted Acquisitions letter agreement referred to in the definition thereof shall be deemed satisfactory to the Administrative Agent so long as the Parent Borrower delivers definitive documentation for such acquisition to the Administrative Agent prior to the date hereof and its Subsidiaries are such documentation is substantially consistent with such description); (iv) the Borrower or any Subsidiary (or if any Loan Party is a party thereto, such Loan Party) shall be the surviving Person and no Change in Control shall have been effected thereby; (v) prior to consummation of the acquisition, the Borrower or applicable Subsidiary shall have delivered written evidence demonstrating to the satisfaction of the Administrative Agent that (A) the Borrower will be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio the Financial Covenant after giving pro forma effect to the acquisition and any Debt incurred in connection therewith (and to any other acquisitions consummated and Debt incurred in connection therewith during the applicable calculation period) and (B) no Default or Event of at least 0.25:1.00 less than the then-applicable Consolidated Total Net Leverage Ratio that would otherwise Default shall have occurred and be required under Section 10.1 determined for the most recently ended fiscal quarter of the Parent Borrower prior to such Permitted Acquisition (such Consolidated Total Net Leverage Ratio to be calculated continuing both before and after giving effect to the acquisition; (vi) the Borrower or applicable Subsidiary shall comply with the provisions of Section 5.14 within the time required by such Section; and (vii) the total cash consideration (after deducting cash and Cash Equivalents on the balance sheet of the Person being acquired or included in the assets being acquired to the extent such cash and Cash Equivalents are readily available to repay the Obligations) for all 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 Subsidiary Guarantor (or the assets of which are not acquired by the either Borrower or a Subsidiary Guarantor) (x) Acquisitions shall not exceed $125,000,000 30,000,000 plus the then Available Amount plus the then Equity Proceeds Available Amount in any 12 month period (provided that the cash consideration paid in respect of the Xxxxxxx Acquisition shall not reduce the amount available for any such acquisition (or series of related acquisitions) and (y) when taken together with the aggregate other Permitted Acquisition Consideration for all such acquired businesses acquired after the Restatement Date Acquisitions pursuant to the proviso in this clause (d) of the definition of “Permitted Acquisition” and this Section 11.3(cvii), shall not exceed $300,000,000 in the aggregate); (d) Financial Hedging Agreements not prohibited by permitted pursuant to Section 11.16.01(b); (e) purchases of assets in the ordinary course of business; (f) Investments loans by any GGS Company to officers, directors and employees of the GGS Companies to facilitate their purchase of ownership interests or options in the form of Borrower in an aggregate amount not to exceed $800,000 at any time (determined without regard to any write-downs or write-offs); (g) transactions permitted under Section 6.05(c); (h) loans and advances to employees for reasonable travel and business expenses in the ordinary course of business, which, business in the aggregate, do an aggregate amount not exceed in excess of $800,000 outstanding at any time $5,000,000; (g) Investments in the form of (i) intercompany loans and advances permitted pursuant determined without regard to Section 11.1(h) and (k) and (ii) equity any write-downs or capital Investments made by (A) the Parent 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 Partywrite-offs); provided that the aggregate amount of such equity or capital investments permitted pursuant to the foregoing clause (ii), together with any intercompany Indebtedness permitted pursuant to Section 11.1(l), in each case, incurred or made after the Restatement Date, shall not exceed, as of the date such Investment is made or increased, $225,000,000;and (i) so long as no Default or Event of Default (including, without limitation, a Change in Control) shall have occurred and be continuing or would result therefrom, Investments by the Parent Borrower or any of its Subsidiaries (other than any investment by the Parent 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 Parent Borrower; (j) other additional loans and investments not otherwise permitted pursuant to this Section incurred not exceeding $12,000,000 in the aggregate at any time outstanding plus the then Available Amount plus the then Equity Proceeds Available Amount (determined without regard to any write-downs or write-offs); provided, that all loans made after pursuant to this clause shall (i) be evidenced by promissory notes and such other documents as may be requested by the Restatement Date not Administrative Agent and in form and substance reasonably satisfactory to exceedthe Administrative Agent and (ii) such promissory notes and related documents shall be delivered to the Administrative Agent (or, as at any time prior to the discharge in full of the date such Investment is made obligations under or increasedin respect of the First Lien Credit Agreement, to the greater of (A) $75,000,000 and (B) five percent (5%) of Consolidated Total Assets administrative agent under the First Lien Credit Agreement, to be held as of such date of determination (provided that in making such determination, such amount shall be calculated as contemplated by the net balance of such loans, advances and equity or capital investments (as of such date of determinationIntercreditor Agreement) as reduced by any repayments or distributions made Collateral in accordance with respect thereto (as the provisions of such date of determination)); (k) Investments in any Subsidiary in connection with any Corporate Restructuring; and (l) the AcquisitionCollateral 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 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 (any such transaction, an “Investment”) except: (a) (i) Investments existing on the Restatement Date investments in Subsidiaries and the existing on the Restatement Date, (ii) investments in Domestic Subsidiaries (other than Investments existing on the Restatement Date and Investments in Domestic Subsidiaries of Foreign Subsidiaries) so long as the Parent Borrower and its Subsidiaries comply with the applicable provisions of Section 9.10 and (iii) the other loans, advances and Investments investments not otherwise referred to in this Section 10.4 described on Schedule 11.3 existing on the Restatement Date;-------- 10.4; ---- (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 thereunderthereunder (any such investment, or (E) money market funds that invest in any Investments described in items (A) through (D) above, (ii) Investments by any Foreign Subsidiary in the form of cash on deposit in any commercial bank up to an aggregate amount of $10,000,000, and (iii) Investments permitted pursuant to that certain investment policy of the Parent Borrower in effect as of the Original Closing Date and previously provided to the Administrative Agent (such Investments described in items (i), (ii), and (iii) above, “a "Cash Equivalents”Equivalent"); (c) Investments by the Parent Borrower or any of its Subsidiaries in the form of Permitted Acquisitions so long as the Parent Borrower and its Subsidiaries are in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio of at least 0.25:1.00 less than 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 Parent Borrower prior to such Permitted Acquisition (such Consolidated Total Net Leverage Ratio to be 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 Subsidiary Guarantor (or the assets of which are not acquired by the either Borrower or a Subsidiary Guarantor) (x) shall not exceed $125,000,000 for any such acquisition (or series of related acquisitions) and (y) when taken together with the aggregate Permitted Acquisition Consideration for all such acquired businesses acquired after the Restatement Date pursuant to the proviso in clause (d) of the definition of “Permitted Acquisition” and this Section 11.3(c), shall not exceed $300,000,000 in the aggregate; (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, business in the aggregate, do an aggregate amount not to exceed $750,000 at any time $5,000,000time; (g) Investments in the form of (id) intercompany loans and advances in connection with intercompany Debt permitted pursuant to under Section 11.1(h10.1(g) and hereof; and (ke) and (ii) equity or capital Investments made investments by (A) the Parent Borrower Company 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 equity or capital investments permitted pursuant to the foregoing clause (ii), together with any intercompany Indebtedness permitted pursuant to Section 11.1(l), in each case, incurred or made after the Restatement Date, shall not exceed, as of the date such Investment is made or increased, $225,000,000; (i) so long as no Default or Event of Default (including, without limitation, a Change in Control) shall have occurred and be continuing or would result therefrom, Investments by the Parent Borrower or any of its Subsidiaries (other than any investment by the Parent 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 Person; provided that (i) not otherwise permitted hereunder paid solely with proceeds from the issuance Person to be acquired shall engage in -------- a business or the assets to be acquired shall be used in a business described in Section 8.10 hereof, (ii) a Borrower or any Subsidiary thereof shall be the surviving Person and no Change in Control shall have been effected thereby, (iii) no Default or Event of Capital Stock Default shall have occurred and be continuing both before and after giving effect to the acquisition, (iv) the Borrowers shall have obtained the prior written consent of the Parent BorrowerRequired Lenders prior to the consummation of such acquisition if the cash portion of the Permitted Acquisition Value of such acquisition exceeds $15,000,000 or the aggregate Permitted Acquisition Value of such acquisition exceeds $40,000,000 (to the extent that such consent is required to be provided hereby and to the extent the Borrowers comply with all applicable provisions of paragraph (C) below, such written consent, or written notice (or verbal notice subsequently confirmed in writing) that such consent shall not be given by the Required Lenders, to be delivered to the Company no later than five (5) Business Days after receipt by the Lenders of such information), and (v) the Borrowers must comply with the following requirements: (A) with respect to any such investment for which the prior written consent of the Required Lenders is not required and the Person surviving such acquisition is a not a Material Subsidiary, the Borrowers must comply with the following additional requirements: (1) the Borrowers shall have delivered to the Administrative Agent an Officer's Compliance Certificate dated as of the closing date of the acquisition demonstrating, in form and substance reasonably satisfactory thereto, pro forma --- ----- compliance with each covenant contained in Articles IX and X; (j2) other additional investments not otherwise permitted pursuant the Borrowers shall have delivered to this Section incurred the Administrative Agent on or made after before the Restatement Date not to exceed, as closing date of the date such Investment is made acquisition a description of the acquisition (including, without limitation, a description of the Person or increasedassets to be acquired, the greater purchase price, the manner of (A) $75,000,000 acquisition, the payment structure 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 any other terms and conditions reasonably required by 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 thereto (as of such date of determinationAdministrative Agent)); (k) Investments in any Subsidiary in connection with any Corporate Restructuring; and (l3) the AcquisitionBorrowers shall have delivered to the Administrative Agent such other documents reasonably requested by the Administrative Agent in connection with such acquisition; (B) with respect to any such investment for which the prior written consent of the Required Lenders is not required and the Person surviving such acquisition is a Material Subsidiary, the Borrowers must comply with the following additional requirements: (1) the Borrowers shall have delivered to the Administrative Agent an Officer's Compliance Certificate dated as of the closing date of the acquisition demonstrating, in form and substance reasonably satisfactory thereto, pro forma --- ----- compliance with each covenant contained in Articles IX and X; (2) the Borrowers shall have delivered to the Administrative Agent on or before the closing date of the acquisition a description of the 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 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 the acquisition; (3) the Borrowers shall have delivered to the Administrative Agent all documents required pursuant to Sections 8.12 and 8.13 hereof pursuant to the provisions thereof; (4) the Borrowers shall have delivered to the Administrative Agent 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, within thirty (30) days after the closing of the acquisition; (5) the Borrowers shall have delivered to the Administrative Agent copies of the final governing documentation (including, without limitation, the purchase agreement and all opinions of counsel to the seller and/or the Person to be acquired) with respect to the acquisition within thirty (30) days after the closing of the acquisition; (6) the Borrowers shall have delivered to the Administrative Agent within thirty (30) days after the closing of the acquisition, in form and substance satisfactory thereto, the historical financial statements of the Person to be acquired, if applicable, for the most recent two (2) year period and the most recent interim financial statements of the Person to be acquired; (7) made in connection therewith) of the Person to be acquired, if applicable, prepared on a quarterly basis for the ensuing three (3) year period; (8) the Borrowers shall have delivered to the Administrative Agent all due diligence reports prepared by or on behalf of the Company or the applicable Subsidiary thereof within thirty (30) days after the consummation of the acquisition; and (9) the Borrowers shall have provided to the Administrative Agent such other documents reasonably requested by the Administrative Agent in connection with such acquisition; (C) with respect to any such investment for which the prior written consent of the Required Lenders is required (regardless of whether the Person surviving such acquisition is or is not a Material Subsidiary), the Borrowers must comply with the following additional requirements: (1) the Borrowers shall have delivered to the Lenders, not less than ten (10) calendar days prior to the proposed closing date of the acquisition, a description of the 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 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 the acquisition; (2) the Borrowers shall have delivered to the Lenders, not less than ten (10) calendar days prior to the proposed closing date of the acquisition, all due diligence reports prepared by or on behalf of the Company or the applicable Subsidiary thereof; (3) the Borrowers shall have delivered to the Lenders, not less than ten (10) calendar days prior to the proposed closing date of the acquisition, the historical financial statements of the Person to be acquired, if applicable, for the most recent two (2) year period and the most recent interim financial statements of the Person to be acquired; (4) the Borrowers shall have delivered to the Lenders, not less than ten (10) calendar days prior to the proposed closing date of the acquisition, a projected income statement, statement of cash flows and balance sheet (including, without limitation, a summary of assumptions and pro forma adjustments made in connection therewith) of the Person to be acquired, if applicable, prepared on a quarterly basis for the ensuing three (3) year period; (5) the Borrowers shall have delivered to the Administrative Agent, on or before the closing date of the acquisition, an Officer's Compliance Certificate demonstrating, in form and substance reasonably satisfactory thereto, pro forma --- ----- compliance with each covenant contained in Articles IX and X; (6) the Borrowers shall have delivered to the Administrative Agent all documents required pursuant to Sections 8.12 and 8.13 hereof pursuant to the provisions thereof; (7) the Borrowers shall have delivered to the Administrative Agent, on or before the closing date of the acquisition, copies of all opinions of counsel to the seller and/or the Person to be acquired which are delivered in connection with the acquisition; (8) the Borrowers shall have delivered to the Administrative Agent 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, within twenty (20) days after the closing of the acquisition; (9) the Borrowers shall have delivered to the Administrative Agent copies of the final governing documentation (including, without limitation, the purchase agreement) with respect to the acquisition within twenty (20) days after the closing of the acquisition; (10) the Borrowers shall have provided to the Administrative Agent such other documents reasonably requested by the Administrative Agent in connection with such 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 limited liability company, partnership or joint venture (including, without limitation, the creation or capitalization of any Subsidiary)venture, 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 such transaction, an “Investment”) commitment or option in respect of the foregoing except: (a) the acquisition of stock of Steel of West Virginia as described in the Acquisition Agreement; (ib) Investments existing on the Restatement Date investments in Subsidiaries existing on the Restatement Date, (ii) investments in Domestic Subsidiaries (other than Investments existing on the Restatement Closing Date and Investments in Domestic Subsidiaries Steel of Foreign Subsidiaries) so long as the Parent Borrower West Virginia 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 existing on the Restatement Date10.4; (bc) 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 thereofthereof and repurchase agreements secured by any such obligations, (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. S&P or Xxxxx’x Investors Service, Inc.Xxxxx’x, (Ciii) certificates of deposit and master notes 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, provided that the aggregate amount invested in such certificates of deposit or master notes shall not at any time exceed $5,000,000 for any one such certificate of deposit or master note and $10,000,000 for any one such bank, (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, (v) municipal bonds with a combined average maturity not to exceed 3 years and having a rating of BBB+ or (E) money market funds that invest better from S&P or Baa1 from Xxxxx’x or interests in any Investments described in items (A) through (D) above, (ii) Investments such municipal bonds backed by any Foreign Subsidiary in the form a letter of cash on deposit in any commercial bank up to an aggregate amount credit from a financial institution with a rating of $10,000,000BBB+ or better from S&P or Baa1 from Xxxxx’x, and (iiivi) Investments permitted pursuant to that certain investment policy of the Parent Borrower in effect as of the Original Closing Date and previously provided to the Administrative Agent (such Investments described in items (i), (ii), and (iii) above, “Cash Equivalents”); (c) Investments by the Parent Borrower mortgage-backed or any of its Subsidiaries in the form of Permitted Acquisitions so long as the Parent Borrower and its Subsidiaries are in compliance on a Pro Forma Basis asset-backed securities with a Consolidated Total Net Leverage Ratio combined average life not to exceed one (1) year, each of at least 0.25:1.00 which has a rating from S&P of not less than 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 Parent Borrower prior to such Permitted Acquisition (such Consolidated Total Net Leverage Ratio to be 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 Subsidiary Guarantor (or the assets of which are not acquired by the either Borrower or a Subsidiary Guarantor) (x) shall not exceed $125,000,000 for any such acquisition (or series of related acquisitions) and (y) when taken together with the aggregate Permitted Acquisition Consideration for all such acquired businesses acquired after the Restatement Date pursuant to the proviso in clause (d) of the definition of “Permitted Acquisition” and this Section 11.3(c), shall not exceed $300,000,000 in the aggregate; (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 Parent 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 PartyAAA”; provided that the aggregate amount of such equity or capital investments permitted pursuant to the foregoing clause made under subsections 10.4(b)(v) and (ii), together with any intercompany Indebtedness permitted pursuant to Section 11.1(l), in each case, incurred or made after the Restatement Date, vi) shall not exceed, as at any time exceed twenty percent (20%) of the date such Investment is made or increased, $225,000,000Consolidated Net Worth; (id) so long as no Default or Event of Default (including, without limitation, a Change in Control) shall have occurred and be continuing or would result therefrom, Investments investments by the Parent Borrower or any of its Subsidiaries (other than any investment by the Parent Borrower or any of its Subsidiaries Subsidiary in the form of acquisitions of all or substantially all of the business or a line of business (whether by the acquisition of Capital Stockcapital stock, assets or any combination thereof) of any other PersonPerson if (i) not otherwise permitted hereunder paid solely with proceeds from prior to the issuance consummation of Capital Stock such acquisition, the Borrower shall have provided to the Agent and each of the Parent Borrower; (j) other additional investments not Lenders financial projections, prepared in accordance with GAAP and otherwise permitted pursuant in form acceptable to this Section incurred or made after the Restatement Date not to exceed, as Agent and each of the date Lenders, demonstrating to the satisfaction of the Required Lenders, on a pro-forma basis, that upon completion of such Investment is made or increasedacquisition, the greater Borrower shall be in compliance with each of the financial covenants described in Article 9, (Aii) $75,000,000 the business or line of business being acquired is a business in substantially the same fields as the businesses conducted by the Borrower and its Subsidiaries on the Closing Date or a business reasonably related thereto, and (Biii) five percent no single such acquisition shall obligate the Borrower and its Subsidiaries to pay an amount (5%) including the amount of Consolidated Total Assets as cash paid, the amount of such date Debt incurred and the value of determination (provided that in making such determination, such amount shall be calculated as the net balance of such loans, advances stock and equity or capital investments (as of such date of determination) as reduced by any repayments or distributions made with respect thereto (as of such date of determination)); (k) Investments in any Subsidiary other securities issued in connection with any Corporate Restructuringtherewith) in excess of $30,000,000, and all such acquisitions taken as a whole shall not obligate the Borrower and its Subsidiaries to pay an aggregate amount (including, the amount of cash paid, the amount of Debt incurred and the value of stock and other securities issued in connection therewith) in excess of $60,000,000; and (le) Loans, advances or extensions of credit from the AcquisitionBorrower to a Wholly-Owned Subsidiary, from a Wholly-Owned Subsidiary to the Borrower or from one Wholly-Owned Subsidiary to another Wholly-Owned Subsidiary.

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)venture, evidence of Indebtedness Debt 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 (Person; or enter into, directly or indirectly, any such transaction, an “Investment”) commitment or option in respect of the foregoing except: (a) (i) Investments investments in Wholly-Owned Subsidiaries, joint ventures or minority interests existing on the Restatement Date in Subsidiaries existing on the Restatement Date, (ii) investments in Domestic Subsidiaries (other than Investments existing on the Restatement Closing Date and Investments in Domestic Subsidiaries of Foreign Subsidiaries) so long as the Parent Borrower 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 existing on the Restatement Date9.4; (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 (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. 's Corporation or Xxxxx’x Investors Moodx'x Xxxestors 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 77 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) 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 Federal Deposit Insurance Corporation ("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, (ii) Investments by any Foreign Subsidiary in the form of cash on deposit in any commercial bank up to an aggregate amount of $10,000,000, and (iii) Investments permitted pursuant to that certain investment policy of the Parent Borrower in effect as of the Original Closing Date and previously provided to the Administrative Agent (such Investments described in items (i), (ii), and (iii) above, “Cash Equivalents”);mutual funds. (c) Investments by the Parent Borrower capital contributions to and investments in Wholly-owned Subsidiaries created or any of its Subsidiaries in the form of Permitted Acquisitions so long as the Parent Borrower and its Subsidiaries are in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio of at least 0.25:1.00 less than 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 Parent Borrower prior to such Permitted Acquisition (such Consolidated Total Net Leverage Ratio to be 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 Subsidiary Guarantor (or the assets of which are not acquired by the either Borrower or a Subsidiary Guarantor) (x) shall not exceed $125,000,000 for any such acquisition (or series of related acquisitions) and (y) when taken together with the aggregate Permitted Acquisition Consideration for all such acquired businesses acquired after the Restatement Date Closing Date; provided, that such Wholly-Owned Subsidiaries become Borrowers hereunder pursuant to the proviso in clause (d) requirements of the definition of “Permitted Acquisition” and this Section 11.3(c), shall not exceed $300,000,000 in the aggregate7.12 hereof; (d) Hedging Agreements not prohibited by Section 11.1loans and advances to employees for reasonable and necessary business and travel expenses in the ordinary course of business of AHL and its Subsidiaries; (e) purchases of assets deposits for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business; (f) Investments in the form of loans and advances to employees trade accounts created 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 Parent Borrower AHL 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 may make investments made by any Credit Party in any Subsidiary which is not a Credit Party; provided that the aggregate amount of such equity or capital investments permitted pursuant to the foregoing clause (ii), together with any intercompany Indebtedness permitted pursuant to Section 11.1(l), in each case, incurred or made after the Restatement Date, shall not exceed, as of the date such Investment is made or increased, $225,000,000; (i) so long as no Default or Event of Default (including, without limitation, a Change in Control) shall have occurred and be continuing or would result therefrom, Investments by the Parent Borrower or any of its Subsidiaries (other than any investment by the Parent 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 , without the issuance of Capital Stock consent of the Parent Borrower;Administrative Agent or any Lender, so long as (ji) other additional investments the acquisition is of a company, business or property in substantially the same fields of business as AHL or any Subsidiary of AHL, (ii) no Default or Event of Default is in existence at the time of such acquisition or would be created as a consequence of such acquisition, (iii) the aggregate consideration (including any indebtedness assumed by AHL or any of its Subsidiaries in connection with such acquisition) for the acquisition does not otherwise permitted pursuant exceed $15,000,000, (iv) the aggregate consideration (including any indebtedness assumed by AHL or any of its Subsidiaries in connection with such acquistion) paid by AHL and its Subsidiaries for all such acquisitions during the Fiscal Year of the subject acquisition, together with aggregate consideration (including any indebtedness assumed by AHL or any of its Subsidiaries in connection with such acquistion) for the acquisition, does not exceed (I) $30,000,000 if, after giving effect to this Section incurred or made after any such acquisition on a pro forma basis, the Restatement Date not to exceed, ratio of Consolidated Total Indebtedness of AHL and its Subsidiaries as of the date most recently ended fiscal quarter to Consolidated Pro Forma EBITDA of AHL and its Subsidiaries for the period of four (4) consecutive fiscal quarters ending on or immediately prior to such Investment fiscal quarter end is made equal to or increasedgreater than 2.00 to 1.00, and (II) $50,000,000 if, after giving effect to any such acquisition on a pro forma basis, the greater of (A) $75,000,000 and (B) five percent (5%) ratio of Consolidated Total Assets Indebtedness of AHL and its Subsidiaries as of the most recently ended fiscal quarter to Consolidated Pro Forma EBITDA of AHL and its Subsidiaries for the period of four (4) consecutive fiscal quarters ending on or immediately prior to such date of determination fiscal quarter end is less than 2.00 to 1.00, (provided that in making such determination, such amount shall be calculated as v) within thirty (30) days following the net balance consummation of such loansacquisition, advances AHL, on behalf of the Borrowers, shall deliver to the Administrative Agent a certificate of its chief executive officer and equity chief financial officer, (I) describing the principal terms of the acquisition and the business or capital investments assets to be acquired, and (II) demonstrating on a pro forma combined basis, assuming that the Person that is the target of the acquisition had been acquired as of such date the first day of determination) the four quarter fiscal period ending at the immediately preceding fiscal quarter end, all financial covenants and other terms and provisions of this Agreement would have been complied with during the four fiscal quarters ending at the immediately preceding fiscal quarter end, after giving pro forma effect to the acquisition, including, without limitation, any Debt incurred or assumed by AHL and its Subsidiaries as reduced by any repayments or distributions made with respect thereto (as a result of such date acquisition, and setting forth in reasonable detail AHL's calculations of determination));the Applicable Margin and the Facility Fee Percentage on a pro forma combined basis after giving effect to such acquisition, (kvi) Investments in any Subsidiary prior to the consummation of the subject acquisition, the board of directors or equivalent governing body of the target of such acquisition (or, in connection with any Corporate Restructuringacquisition of a target company or the assets of a target company that is the subject of a bankruptcy case, the bankruptcy court presiding over such case) shall have approved of the terms of such acquisition and Borrower shall have furnished to the Administrative Agent evidence of such approval, and (vii) AHL, on behalf of Borrowers, shall promptly deliver to the Administrative Agent such other documents and information as the Administrative Agent shall reasonably request; and (lh) such other investments by AHL or any Subsidiary in the Acquisitionform 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 approved by the Required Lenders, in their sole and absolute discretion, in writing prior to such consummation so long as, within ten (10) Business Days prior to the consummation of the subject acquisition, AHL, on behalf of Borrowers, shall deliver to the Administrative Agent the officer's certificate described in Section 9.4(g)(v) above and such other documents and information as the Required Lenders shall reasonably request.

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 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 (Person; or enter into, directly or indirectly, any such transaction, an “Investment”) commitment or option in respect of the foregoing except: (a) (i) Investments existing on the Restatement Date in Subsidiaries existing on the Restatement Dateloans or advances by any Subsidiary of a Borrower to such Borrower, (ii) investments advances from ACC to any Wholly-Owned Subsidiary or Controlled Venture in Domestic Subsidiaries an aggregate principal amount not to exceed $500,000, (other than Investments existing on iii) intercompany loans by ACC to: (A) ACC Canada in an aggregate principal amount not to exceed $30,000,000, (B) ACC U.K. in an aggregate principal amount not to exceed $25,000,000 and (C) ACC LEC in an aggregate principal amount not to exceed $15,000,000; provided, that such intercompany loans shall be evidenced by promissory notes in form and substance acceptable to the Restatement Date Lenders (each, an "Intercompany Note"), which notes shall be pledged to the Lenders and Investments in Domestic Subsidiaries of Foreign Subsidiaries) so long as shall be subordinated to the Parent Borrower and its Subsidiaries comply with Credit Facility pursuant to the applicable provisions of Section 9.10 Intercompany Subordination Agreement and (iii) the other existing loans, advances and Investments investments described on Schedule 11.3 existing on the Restatement Date10.4; (b) investments by any Domestic Borrower or Domestic Subsidiary 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 (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., (Cixx) certificates xxxxxxxcates of deposit maturing no matxxxxx xo 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 Federal Deposit Insurance Corporation ("FDIC") or the deposits of which are insured by the FDIC and in amounts not exceeding the maximum amounts of insurance thereunder, and investments by any Canadian Borrower or (E) money market funds that invest Canadian Subsidiary or by any U.K. Borrower or any U.K. Subsidiary in any Investments described in items (A) through (D) above, (ii) Investments by any Foreign Subsidiary in the form of corresponding government securities or cash on deposit in any commercial bank up to an aggregate amount of $10,000,000, and (iii) Investments permitted pursuant to that certain investment policy of the Parent Borrower in effect as of the Original Closing Date and previously provided equivalents reasonably satisfactory to the Administrative Agent (such Investments described in items (i), (ii), and (iii) above, “Cash Equivalents”)Required Lenders; (c) Investments investments by the Parent Borrower ACC or any of its Subsidiaries in the form of Permitted Acquisitions so long as the Parent Borrower and its Subsidiaries are in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio of at least 0.25:1.00 less than 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 Parent Borrower prior to such Permitted Acquisition (such Consolidated Total Net Leverage Ratio to be 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 Subsidiary Guarantor (or the assets of which are not acquired by the either Borrower or a Subsidiary Guarantor) (x) shall not exceed $125,000,000 for any such acquisition (or series of related acquisitions) and (y) when taken together with the aggregate Permitted Acquisition Consideration for all such acquired businesses acquired after the Restatement Date pursuant to the proviso in clause (d) of the definition of “Permitted Acquisition” and this Section 11.3(c), shall not exceed $300,000,000 in the aggregate; (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 Parent 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 equity or capital investments permitted pursuant to the foregoing clause (ii), together with any intercompany Indebtedness permitted pursuant to Section 11.1(l), in each case, incurred or made after the Restatement Date, shall not exceed, as of the date such Investment is made or increased, $225,000,000; (i) so long as no Default or Event of Default (including, without limitation, a Change in Control) shall have occurred and be continuing or would result therefrom, Investments by the Parent Borrower or any of its Subsidiaries (other than any investment by the Parent 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, including any investment constituting a Controlled Venture, provided that, (i) the Person to be acquired or invested in shall be a provider of long distance telephone service or other business reasonably related to the provision of long distance telephone or telecommunications service, (ii) a Borrower shall be the surviving entity and all necessary documents required to be executed and filed to evidence that any and all assets acquired are pledged as Collateral for the Obligations shall have been executed and filed, (iii) at least fifteen (15) Business Days prior to the consummation of such acquisition, an authorized officer of ACC shall deliver to the Administrative Agent a certificate demonstrating to the satisfaction of the Managing Agents that no Default or Event of Default exists or shall be created by the consummation of such acquisition or investment, (iv) a description of the acquisition and the governing documentation shall have been delivered to the Administrative Agent at least fifteen (15) Business Days prior to the consummation of the acquisition, (v) any Subsidiary created pursuant hereto and organized under the laws of Canada shall be a direct Subsidiary of ACC Canada and (vi) if such acquisition or investment, if completed, would cause the aggregate fair market value of the consideration of all such acquisitions or investments completed during the period of four consecutive fiscal quarters ending immediately prior to the date of determination thereof to exceed $25,000,000, the Required Lenders shall have consented in writing to such acquisition or investment prior to the Closing Date. (d) investments by ACC in any joint venture (other than a Controlled Venture) not otherwise permitted hereunder paid solely to exceed $5,000,000 with proceeds from respect to any such individual joint venture and $15,000,000 with respect to all such joint ventures during the issuance of Capital Stock term of the Parent BorrowerCredit Facility without the prior written consent of the Required Lenders; (je) loans to employees in the ordinary course of business for travel and other additional investments not otherwise permitted pursuant to this Section incurred or made after the Restatement Date advanced expenses not to exceed, as of the date such Investment is made or increased, the greater of (A) exceed $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) as reduced by any repayments or distributions made 20,000 with respect thereto (as of such date of determination)); (k) Investments to any individual employee or $200,000 in any Subsidiary in connection with any Corporate Restructuringthe aggregate; and (lf) investments by ACC in any Subsidiary organized under the Acquisitionlaws of Germany, which Subsidiary shall engage in the long distance reselling business and any business related thereto, not to exceed $5,000,000 in the aggregate; provided that, prior to any such investment ACC shall have delivered to the Managing Agents the business plan of such Subsidiary in form and substance reasonably satisfactory to the Managing Agents.

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 (any such transactioneach, an “Investment”) ), except: (a) Investments in any of the following (collectively “Cash Equivalents”); (i) Investments existing on the Restatement Date in Subsidiaries existing on the Restatement Date, (ii) investments in Domestic Subsidiaries (other than Investments existing on the Restatement Date and Investments in Domestic Subsidiaries of Foreign Subsidiaries) so long as the Parent 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 Restatement 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; (ii) any variable or fixed rate notes (other than notes of the type described in clause (ix) below) issued by, or guaranteed by, any domestic corporation rated A-1 (Eor the equivalent thereof) or better by S&P or P-1-1 (or the equivalent thereof) or better by Moody’s and maturing within twelve (12) months of the date of acquisition; (iii) auction preferred stocks having the highest short-termshort-term credit rating by S&P or Moody’s; 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-foursixty-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-2-2 (or the equivalent thereof) or better by Moody’s; (vi) certificates of deposit maturing no more than three hundred sixty-foursixty-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 $5,000,0007,500,000 for any one such certificate of deposit and $10,000,00015,000,000 for any one such bank; (vii) time deposits maturing no more than three hundred sixty-foursixty-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-foursixty-four (364) days or less and such debt is rated at least A1 or MIG-1-1 by Moody’s 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 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 Moody’s, S&P or Morningstar and which invest substantially all of their assets in any Investments of the types described in items clauses (Ai) through (Dx) above; and (xii) other similar Investments approved by the Administrative Agent, 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; (i) Investments in Subsidiaries as of the ClosingThird Amendment Effective Date; (ii) additional Investments by any Foreign Subsidiary in the form of cash on deposit in any commercial bank up to an aggregate amount of $10,000,000, and Domestic Subsidiaries that are Restricted Subsidiaries; (iii) Investments permitted pursuant to that certain investment policy in Restricted Subsidiaries formed or acquired after the ClosingThird Amendment Effective Date made in accordance with the terms and conditions of the Parent Borrower in effect as of the Original Closing Date and previously provided to the Administrative Agent (such Investments described in items (i), (ii), this Agreement; and (iiiiv) abovethe other loans, “Cash Equivalents”)advances and Investments existing on the ClosingThird Amendment Effective Date which are described on Schedule 10.3; (c) Investments by the Parent Borrower or any of its Subsidiaries in the form of Permitted Acquisitions so long as the Parent Borrower Bank Products and its Subsidiaries are in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio of at least 0.25:1.00 less than 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 Parent Borrower prior to such Permitted Acquisition (such Consolidated Total Net Leverage Ratio to be 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 Subsidiary Guarantor (or the assets of which are not acquired by the either Borrower or a Subsidiary Guarantor) (x) shall not exceed $125,000,000 for any such acquisition (or series of related acquisitions) and (y) when taken together with the aggregate Permitted Acquisition Consideration for all such acquired businesses acquired after the Restatement Date Hedging Agreements permitted pursuant to the proviso in clause (d) of the definition of “Permitted Acquisition” and this Section 11.3(c), shall not exceed $300,000,000 in the aggregate10.1; (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 $5,000,000500,000750,000; (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 Parent 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 equity or capital investments permitted pursuant to the foregoing clause (ii), together with any intercompany Indebtedness permitted pursuant to Section 11.1(l), in each case, incurred or made after the Restatement Date, shall not exceed, as of the date such Investment is made or increased, $225,000,000; (i) so long as no Default or Event of Default (including, without limitation, a Change in Control) shall have occurred and be continuing or would result therefrom, Investments by the Parent Borrower or any of its Subsidiaries (other than any investment by the Parent 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 $200,000,000300,000,000; (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 $75,000,000112,500,000, 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 $50,000,00075,000,000 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 $140,000,000210,000,000 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 Parent 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 Restatement Date 10.1(n) shall not to exceed, as of the date such Investment is made or increased, the greater of (A) exceed $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) as reduced by 25,000,00037,500,000 at any repayments or distributions made with respect thereto (as of such date of determination));time outstanding; and (k) 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 making of such Investment and (ii) in the case of any Subsidiary Investment in connection an aggregate amount in excess of $5,000,0007,500,000, the Company shall be in compliance with any Corporate Restructuring; and (l) Sections 9.1 and 9.2 on a pro forma basis after giving effect to the Acquisitionmaking of such Investment.

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 (any such transaction, an “Investment”) except: (a) (i) Investments existing on the Restatement Date in Subsidiaries existing on the Restatement Date, (ii) investments in Domestic Subsidiaries (other than Investments existing on the Restatement Date and Investments in Domestic Subsidiaries of Foreign Subsidiaries) so long as the Parent 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 Restatement Date;11.4; ------------- (b) investments by the Company or any of its Subsidiaries 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 thereunder, or thereunder (E) money market funds that invest any such investment referred to in any Investments described in items (A) through (D) above, (ii) Investments by any Foreign Subsidiary in the form of cash on deposit in any commercial bank up to an aggregate amount of $10,000,000, and (iii) Investments permitted pursuant to that certain investment policy of the Parent Borrower in effect as of the Original Closing Date and previously provided to the Administrative Agent (such Investments described in items (ithis Section 11.4(b), (ii), and (iii) above, “a "Cash Equivalents”Equivalent"); (c) Investments investments by the Parent Borrower or any of its Subsidiaries Company in the form of Permitted Acquisitions so long as the Parent Borrower and its Subsidiaries are in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio acquisitions of at least 0.25:1.00 less than 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 all or substantially all of the Parent Borrower prior to such Permitted Acquisition business or a line of business (such Consolidated Total Net Leverage Ratio to be calculated after giving effect to such Permitted Acquisition by way of acquisition of capital stock or other equity interests only) of any other Person, and any Indebtedness incurred in connection therewith); provided that the Permitted Acquisition Consideration for any acquired Subsidiary that does not become a Subsidiary Guarantor (or the assets of which are not acquired investments by the either Borrower or a Subsidiary Guarantor) (x) shall not exceed $125,000,000 for any such acquisition (or series of related acquisitions) and (y) when taken together with the aggregate Permitted Acquisition Consideration for all such acquired businesses acquired after the Restatement Date pursuant to the proviso in clause (d) of the definition of “Permitted Acquisition” and this Section 11.3(c), shall not exceed $300,000,000 in the aggregate; (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 Parent Borrower Borrowers 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 equity or capital investments permitted pursuant to the foregoing clause (ii), together with any intercompany Indebtedness permitted pursuant to Section 11.1(l), in each case, incurred or made after the Restatement Date, shall not exceed, as of the date such Investment is made or increased, $225,000,000; (i) so long as no Default or Event of Default (including, without limitation, a Change in Control) shall have occurred and be continuing or would result therefrom, Investments by the Parent Borrower or any of its Subsidiaries (other than any investment by the Parent 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 in each case 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 Parent BorrowerLoan Documents; (jd) other additional investments not otherwise permitted pursuant to this Section incurred any investment by the Company in any Borrower or made after the Restatement Date not to exceed, as of the date such Investment is made or increased, the greater of (A) $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) as reduced by any repayments Borrower in another Borrower or distributions made with respect thereto (as of such date of determination)any loan permitted by Section 11.1(h); (ke) Investments 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 exceed $500,000 at any Subsidiary one time; (f) investments by the Company or any Borrower in connection with businesses engaging in telecommunications activities (other than any Corporate Restructuringnon-Borrower Subsidiary) related to those in which the Company and the Borrowers are engaging as of the Closing Date; provided, that the aggregate amount of all investments under this clause -------- (f) shall not exceed $25,000,000 at any one time; and (lg) any investment consisting of the Acquisitionfunds deposited in any escrow account or restricted account (and interest 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 (Person, or enter into, directly or indirectly, any such transactioncommitment or option in respect of the foregoing, an “Investment”) except: (a) (i) Investments investments existing on the Restatement Closing Date in Subsidiaries existing on the Restatement DateClosing Date and further investments by the Borrower and/or any Subsidiary in the form of intercompany loans permitted by Section 9.1(e), (ii) investments after the date of this Agreement in Domestic Subsidiaries (other than Investments existing on the Restatement Date and Investments in Domestic Subsidiaries of Foreign Subsidiaries) so long as the Parent Borrower and its Subsidiaries comply with the applicable provisions of Section 9.10 any Wholly Owned Subsidiary and (iii) the other existing loans, advances and Investments investments described on Schedule 11.3 existing on the Restatement Date;-------- 9.3; --- (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) 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 at the time of purchase 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 or any state thereof, or branches of any foreign bank registered and licensed under the applicable laws of the United States of America or any state thereof, 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, (ii) Investments by any Foreign Subsidiary in the form of cash on deposit in any commercial bank up to an aggregate amount of $10,000,000, and (iii) Investments permitted pursuant to that certain investment policy of the Parent Borrower in effect as of the Original Closing Date and previously provided to the Administrative Agent (such Investments described in items (i), (ii), and (iii) above, “Cash Equivalents”)mutual funds; (c) Investments investments by the Parent Borrower or any of its Subsidiaries in the form of Permitted Acquisitions so long as the Parent Borrower and its Subsidiaries are in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio of at least 0.25:1.00 less than 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 Parent Borrower prior to such Permitted Acquisition (such Consolidated Total Net Leverage Ratio to be 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 Subsidiary Guarantor (or the assets of which are not acquired by the either Borrower or a Subsidiary Guarantor) (x) shall not exceed $125,000,000 for any such acquisition (or series of related acquisitions) and (y) when taken together with the aggregate Permitted Acquisition Consideration for all such acquired businesses acquired after the Restatement Date pursuant to the proviso in clause (d) of the definition of “Permitted Acquisition” and this Section 11.3(c), shall not exceed $300,000,000 in the aggregate; (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 Parent 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 equity or capital investments permitted pursuant to the foregoing clause (ii), together with any intercompany Indebtedness permitted pursuant to Section 11.1(l), in each case, incurred or made after the Restatement Date, shall not exceed, as of the date such Investment is made or increased, $225,000,000; (i) so long as no Default or Event of Default (including, without limitation, a Change in Control) shall have occurred and be continuing or would result therefrom, Investments by the Parent Borrower or any of its Subsidiaries (other than any investment by the Parent 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 of both) of any other Person using either (i) only the capital stock of the Borrower or (ii) capital stock of the Borrower and other consideration permitted by this Section 9.3 as consideration for such acquisition; provided that the Borrower or -------- any of its Subsidiaries may not use Disqualified Stock as consideration; (d) investments not otherwise permitted by Section 9.3(c) by the Borrower or any of its Subsidiaries in Persons constituting Subsidiaries (after giving effect to any such investment) 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, in an amount not to exceed $85,000,000 in the aggregate during the term of this Agreement; and (e) loans, advances or other investments by the Borrower or any of its Subsidiaries in Persons not otherwise constituting Subsidiaries (after giving effect to any such investment) of the Borrower in an aggregate amount not to exceed $40,000,000 (calculated on a cumulative basis except, in the case of loans and advances, net of any principal amount repaid); provided that: (i) the Borrower -------- and its Subsidiaries may make or hold loans, advances and other investments in Persons not constituting Subsidiaries (after giving effect to any such investment) in addition to the amount of investments permitted hereunder paid solely with proceeds to be made or held pursuant to the prior clause of this Section 9.3(e) in an aggregate additional amount not to exceed $85,000,000 (calculated after giving effect to any such investment from the issuance of Capital Stock of the Parent Borrower; (j) other additional investments not otherwise permitted date such investment is made or held pursuant to this Section incurred or made after the Restatement Date not to exceed, as clause (i) on a cumulative basis and without netting any repayment of the date such Investment is made principal amount of any loan or increasedadvance), the greater of so long as (A) $75,000,000 such investment is ---------- designated by the Borrower as being made or held pursuant to the provisions of clause (i) above and (B) five percent all indebtedness and other liabilities of any Person in which such an investment is made or held pursuant to clause (5%i) above are Non- Recourse to the Borrower and its Subsidiaries and (iii) no loan, advance or other investment may be made pursuant to either clause of Consolidated Total Assets as this Section 9.3(e) if any Event of such date of determination (provided that in making such determination, such amount shall be calculated as the net balance of such loans, advances Default has occurred and equity or capital investments (as of such date of determination) as reduced by any repayments or distributions made with respect thereto (as of such date of determination)); (k) Investments in any Subsidiary in connection with any Corporate Restructuring; and (l) the Acquisitionis continuing.

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)venture, evidence of Indebtedness Debt 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 (Person; or enter into, directly or indirectly, any such transaction, an “Investment”) commitment or option in respect of the foregoing except: (a) (i) Investments existing on the Restatement Date in Subsidiaries existing on the Restatement Dateloans or advances by any Subsidiary to a Borrower, (ii) investments loans from ACC Corp. to the Canadian Subsidiaries in Domestic Subsidiaries (other than Investments existing an aggregate principal amount not to exceed $29,000,000 pursuant to the Canadian Note Documents and secured by the Canadian Subsidiary Security Documents, each as in effect on the Restatement Closing Date and Investments in Domestic Subsidiaries of Foreign Subsidiaries) so long (or as the Parent Borrower and its Subsidiaries comply amended or modified pursuant to Section 7.12 or with the applicable provisions prior written consent of Section 9.10 the Required Lenders); PROVIDED, that the amount of such loans funded with proceeds of Loans hereunder shall not at any time exceed $10,000,000 in aggregate principal amount, and (iii) the other existing loans, advances and Investments investments described on Schedule 11.3 existing on the Restatement DateSCHEDULE 9.4; (b) investments by any Domestic Borrower or Subsidiary thereof 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 (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. 's Corporation or Xxxxx’x Moody's Investors Service, Inc., (Cxxx) certificates xertificates 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 Federal Deposit Insurance Corporation ("FDIC") or the deposits of which are insured by the FDIC and in amounts not exceeding the maximum amounts of insurance thereunder, and investments by any Canadian Subsidiary or (E) money market funds that invest by ACC U.K. or any Subsidiary thereof in any Investments described in items (A) through (D) above, (ii) Investments by any Foreign Subsidiary in the form of corresponding government securities or cash on deposit in any commercial bank up to an aggregate amount of $10,000,000, and (iii) Investments permitted pursuant to that certain investment policy of the Parent Borrower in effect as of the Original Closing Date and previously provided equivalents reasonably satisfactory to the Administrative Agent (such Investments described in items (i), (ii), and (iii) above, “Cash Equivalents”)Required Lenders; (c) Investments investments by the Parent Borrower ACC or any of its Subsidiaries in the form of Permitted Acquisitions so long as the Parent Borrower and its Subsidiaries are in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio of at least 0.25:1.00 less than 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 Parent Borrower prior to such Permitted Acquisition (such Consolidated Total Net Leverage Ratio to be 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 Subsidiary Guarantor (or the assets of which are not acquired by the either Borrower or a Subsidiary Guarantor) (x) shall not exceed $125,000,000 for any such acquisition (or series of related acquisitions) and (y) when taken together with the aggregate Permitted Acquisition Consideration for all such acquired businesses acquired after the Restatement Date pursuant to the proviso in clause (d) of the definition of “Permitted Acquisition” and this Section 11.3(c), shall not exceed $300,000,000 in the aggregate; (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 Parent 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 equity or capital investments permitted pursuant to the foregoing clause (ii), together with any intercompany Indebtedness permitted pursuant to Section 11.1(l), in each case, incurred or made after the Restatement Date, shall not exceed, as of the date such Investment is made or increased, $225,000,000; (i) so long as no Default or Event of Default (including, without limitation, a Change in Control) shall have occurred and be continuing or would result therefrom, Investments by the Parent Borrower or any of its Subsidiaries (other than any investment by the Parent 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 a description of the Parent Borroweracquisition and the governing documentation shall have been delivered to the Managing Agents at least fifteen (15) Business Days prior to the consummation of the acquisition and the Required Lenders shall have consented in writing thereto prior to such consummation; (jd) investments by ACC or any Subsidiary thereof in joint venture and other additional investments not otherwise permitted pursuant to this Section incurred or made after the Restatement Date partnership interests in an aggregate amount not to exceedexceed $1,000,000 during the term of this Agreement, as of unless the date Required Lenders have consented in writing to any such Investment is made or increased, investment prior to the greater of (A) $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) as reduced by any repayments or distributions made with respect thereto (as of such date of determination)); (k) Investments in any Subsidiary in connection with any Corporate Restructuringconsummation thereof; and (le) loans to employees in the Acquisitionordinary course of business for travel and other advanced expenses not to exceed $20,000 with respect to any individual employee or $200,000 in the aggregate.

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 (any such transaction, an “Investment”) except: (a) (i) Investments investments existing on the Restatement Closing Date in Subsidiaries existing on the Restatement Date, (ii) investments in Domestic Subsidiaries (other than Investments existing on the Restatement Date and Investments in Domestic Subsidiaries of Foreign Subsidiaries) so long as the Parent 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 10.3 described on Schedule 11.3 existing on the Restatement DateSCHEDULE 10.3; (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 '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, (ii) Investments by any Foreign Subsidiary in the form of cash on deposit in any commercial bank up to an aggregate amount of $10,000,000, and (iii) Investments permitted pursuant to that certain investment policy of the Parent Borrower in effect as of the Original Closing Date and previously provided to the Administrative Agent (such Investments described in items (i), (ii), and (iii) above, “Cash Equivalents”); (c) Investments investments by the Parent Borrower or any of its Subsidiaries in the form of Permitted Acquisitions so long as the Parent Borrower and its Subsidiaries are in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio of at least 0.25:1.00 less than 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 Parent Borrower prior to such Permitted Acquisition (such Consolidated Total Net Leverage Ratio to be 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 Subsidiary Guarantor (or the assets of which are not acquired by the either Borrower or a Subsidiary Guarantor) (x) shall not exceed $125,000,000 for any such acquisition (or series of related acquisitions) and (y) when taken together with the aggregate Permitted Acquisition Consideration for all such acquired businesses acquired after the Restatement Date pursuant to the proviso in clause (d) of the definition of “Permitted Acquisition” and this Section 11.3(c), shall not exceed $300,000,000 in the aggregate; (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 Parent 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 equity or capital investments permitted pursuant to the foregoing clause (ii), together with any intercompany Indebtedness permitted pursuant to Section 11.1(l), in each case, incurred or made after the Restatement Date, shall not exceed, as of the date such Investment is made or increased, $225,000,000; (i) so long as no Default or Event of Default (including, without limitation, a Change in Control) shall have occurred and be continuing or would result therefrom, Investments by the Parent Borrower or any of its Subsidiaries (other than any investment by the Parent 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 Parent Borrower;Required 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 IX and X 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 (excluding total consideration not to exceed $38,000,000 for the XxXxxxx Acquisition paid on the closing date thereof, not including up to $6,000,000 paid by the buyer for tower construction). (jd) other additional investments not otherwise permitted pursuant in Participation Certificates of CoBank to this the extent required by Section incurred or made after the Restatement Date not to exceed, as of the date such Investment is made or increased, the greater of (A) $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) as reduced by any repayments or distributions made with respect thereto (as of such date of determination)); (k) Investments in any Subsidiary in connection with any Corporate Restructuring; and (l) the Acquisition8.14.

Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stockcapital stock, interests in any limited liability company, partnership or joint venture (including, without limitation, the creation or capitalization of any Subsidiary)venture, 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 such transaction, an “Investment”) commitment or option in respect of the foregoing except: (a) the acquisition of stock of Steel of West Virginia as described in the Acquisition Agreement; (ib) Investments existing on the Restatement Date investments in Subsidiaries existing on the Restatement Date, (ii) investments in Domestic Subsidiaries (other than Investments existing on the Restatement Closing Date and Investments in Domestic Subsidiaries Steel of Foreign Subsidiaries) so long as the Parent Borrower West Virginia 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 existing on the Restatement Date10.4; (bc) 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 thereofthereof and repurchase agreements secured by any such obligations, (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. S&P or Xxxxx’x Investors Service, Inc.Xxxxx'x, (Ciii) certificates of deposit and master notes 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, provided that the aggregate amount invested in such certificates of deposit or master notes shall not at any time exceed $5,000,000 for any one such certificate of deposit or master note and $10,000,000 for any one such bank, (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, (v) municipal bonds with a combined average maturity not to exceed 3 years and having a rating of BBB+ or (E) money market funds that invest better from S&P or Baa1 from Xxxxx'x or interests in any Investments described in items (A) through (D) above, (ii) Investments such municipal bonds backed by any Foreign Subsidiary in the form a letter of cash on deposit in any commercial bank up to an aggregate amount credit from a financial institution with a rating of $10,000,000BBB+ or better from S&P or Baa1 from Xxxxx'x, and (iiivi) Investments permitted pursuant to that certain investment policy of the Parent Borrower in effect as of the Original Closing Date and previously provided to the Administrative Agent (such Investments described in items (i), (ii), and (iii) above, “Cash Equivalents”); (c) Investments by the Parent Borrower mortgage-backed or any of its Subsidiaries in the form of Permitted Acquisitions so long as the Parent Borrower and its Subsidiaries are in compliance on a Pro Forma Basis asset-backed securities with a Consolidated Total Net Leverage Ratio combined average life not to exceed one (1) year, each of at least 0.25:1.00 which has a rating from S&P of not less than 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 Parent Borrower prior to such Permitted Acquisition (such Consolidated Total Net Leverage Ratio to be 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 Subsidiary Guarantor (or the assets of which are not acquired by the either Borrower or a Subsidiary Guarantor) (x) shall not exceed $125,000,000 for any such acquisition (or series of related acquisitions) and (y) when taken together with the aggregate Permitted Acquisition Consideration for all such acquired businesses acquired after the Restatement Date pursuant to the proviso in clause (d) of the definition of “Permitted Acquisition” and this Section 11.3(c), shall not exceed $300,000,000 in the aggregate; (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 Parent 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"AAA"; provided that the aggregate amount of such equity or capital investments permitted pursuant to the foregoing clause made under subsections 10.4(b)(v) and (ii), together with any intercompany Indebtedness permitted pursuant to Section 11.1(l), in each case, incurred or made after the Restatement Date, vi) shall not exceed, as at any time exceed twenty percent (20%) of the date such Investment is made or increased, $225,000,000Consolidated Net Worth; (id) so long as no Default or Event of Default (including, without limitation, a Change in Control) shall have occurred and be continuing or would result therefrom, Investments investments by the Parent Borrower or any of its Subsidiaries (other than any investment by the Parent Borrower or any of its Subsidiaries Subsidiary in the form of acquisitions of all or substantially all of the business or a line of business (whether by the acquisition of Capital Stockcapital stock, assets or any combination thereof) of any other PersonPerson if (i) not otherwise permitted hereunder paid solely with proceeds from prior to the issuance consummation of Capital Stock such acquisition, the Borrower shall have provided to the Agent and each of the Parent Borrower; (j) other additional investments not Lenders financial projections, prepared in accordance with GAAP and otherwise permitted pursuant in form acceptable to this Section incurred or made after the Restatement Date not to exceed, as Agent and each of the date Lenders, demonstrating to the satisfaction of the Required Lenders, on a pro-forma basis, that upon completion of such Investment is made or increasedacquisition, the greater Borrower shall be in compliance with each of the financial covenants described in Article 9, (Aii) $75,000,000 the business or line of business being acquired is a business in substantially the same fields as the businesses conducted by the Borrower and its Subsidiaries on the Closing Date or a business reasonably related thereto, and (Biii) five percent no single such acquisition shall obligate the Borrower and its Subsidiaries to pay an amount (5%) including the amount of Consolidated Total Assets as cash paid, the amount of such date Debt incurred and the value of determination (provided that in making such determination, such amount shall be calculated as the net balance of such loans, advances stock and equity or capital investments (as of such date of determination) as reduced by any repayments or distributions made with respect thereto (as of such date of determination)); (k) Investments in any Subsidiary other securities issued in connection with any Corporate Restructuringtherewith) in excess of $30,000,000, and all such acquisitions taken as a whole shall not obligate the Borrower and its Subsidiaries to pay an aggregate amount (including, the amount of cash paid, the amount of Debt incurred and the value of stock and other securities issued in connection therewith) in excess of $60,000,000; and (le) Loans, advances or extensions of credit from the AcquisitionBorrower to a Wholly-Owned Subsidiary, from a Wholly-Owned Subsidiary to the Borrower or from one Wholly-Owned Subsidiary to another Wholly-Owned Subsidiary.

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 such transaction, an “Investment”) commitment or option in respect of the foregoing except: (a) investments in (i) Investments existing on the Restatement Date in Subsidiaries existing on the Restatement Date, (ii) investments in Domestic Subsidiaries (other than Investments existing on the Restatement Date and Investments in Domestic Subsidiaries of Foreign Subsidiaries) so long as the Parent 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 Restatement 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) 180 days from the date of acquisition thereof, (Bii) commercial paper maturing no more than one hundred twenty (120) 180 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 or Xxxxx’x Investors Service, Inc.Moodx'x, (Cxii) certificates of deposit maturing no more than one hundred twenty (120) 180 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, ; (b) investments (other than the API Acquisition) by any Borrower or any Subsidiary thereof in the form of acquisitions of any Correctional Facility or Justice Facility and related assets if each such acquisition meets all of the following requirements: (Ei) money market funds that invest in the total aggregate consideration for any Investments described in items single acquisition shall not exceed thirty five percent (A35%) through (D) aboveof the aggregate net Fixed Asset Book Value immediately prior to the consummation of any such acquisition, (ii) Investments by any Foreign Subsidiary the Borrowers shall have demonstrated pro forma compliance with each covenant contained in the form of cash on deposit in any commercial bank up to an aggregate amount of $10,000,000, and (iii) Investments permitted pursuant to that certain investment policy of the Parent Borrower in effect as of the Original Closing Date and previously provided to the Administrative Agent (such Investments described in items (i), (ii), and (iii) above, “Cash Equivalents”); (c) Investments by the Parent Borrower or any of its Subsidiaries in the form of Permitted Acquisitions so long as the Parent Borrower and its Subsidiaries are in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio of at least 0.25:1.00 less than 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 Parent Borrower Article IX hereof prior to such Permitted Acquisition (such Consolidated Total Net Leverage Ratio to be calculated after giving effect to such Permitted Acquisition consummating the acquisition and any Indebtedness incurred in connection therewith); provided that the Permitted Acquisition Consideration for any acquired Subsidiary that does not become a Subsidiary Guarantor (or the assets of which are not acquired by the either Borrower or a Subsidiary Guarantor) (x) shall not exceed $125,000,000 for any such acquisition (or series of related acquisitions) and (y) when taken together with the aggregate Permitted Acquisition Consideration for all such acquired businesses acquired after the Restatement Date pursuant to the proviso in clause (d) of the definition of “Permitted Acquisition” and this Section 11.3(c), shall not exceed $300,000,000 in the aggregate; (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 Parent 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 equity or capital investments permitted pursuant to the foregoing clause (ii), together with any intercompany Indebtedness permitted pursuant to Section 11.1(l), in each case, incurred or made after the Restatement Date, shall not exceed, as of the date such Investment is made or increased, $225,000,000; (i) so long as no Default or Event of Default (including, without limitation, a Change in Control) shall have occurred and be continuing or would result therefromboth before and after giving effect to the acquisition, Investments by and (iii) the Parent Borrower or Borrowers shall have delivered to the Administrative Agent in form and substance satisfactory thereto instruments, documents, certificates and opinions required pursuant to Section 8.14(c); provided, that the Borrowers shall not be required to grant a security interest in any assets so acquired (the "Excluded Assets") to the extent that the cost of its Subsidiaries (such Excluded Assets is less than $5,000,000 for each individual acquisition and the book value of all such Excluded Assets and any other than any investment by assets with regard to which the Parent Borrower or any Required Lenders waive the requirements of its Subsidiaries this Section 10.4(b) shall 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 Parent Borrower; (j) other additional investments not otherwise permitted pursuant to this Section incurred or made after the Restatement Date not to exceed, as of the date such Investment is made or increased, the greater of (A) $75,000,000 and (B) aggregate represents less than five percent (5%) of Consolidated Total Assets the gross Fixed Asset Book Value. (c) the API Acquisition pursuant to the Refinancing Agreement dated as of such date July 6, 1998 among API, PZN, CCA and certain other third parties, a copy of determination which has been previously delivered to the Administrative Agent; provided (provided that in making such determinationi) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) within thirty (30) days after the closing of the API Acquisition, such amount shall be calculated as PZN delivers to the net balance of such loans, advances and equity or capital investments Administrative Agent (as of such date of determinationA) as reduced by any repayments or distributions made with respect thereto (as of such date of determination)); (k) Investments in any Subsidiary in connection with any Corporate Restructuring; and (l) the Acquisition.a Pledge 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 or joint venture (including, without limitation, the creation or capitalization of any Subsidiary)venture, evidence of Indebtedness 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 (Person; or enter into, directly or indirectly, any such transaction, an “Investment”) commitment or option in respect of the foregoing except: (a) (i) Investments existing on the Restatement Date capital contributions to and investments in Wholly-Owned Subsidiaries existing on the Restatement Date, (ii) investments in Domestic Subsidiaries (other than Investments existing on the Restatement Closing Date and Investments in Domestic Subsidiaries of Foreign Subsidiaries) so long as the Parent Borrower 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 existing on the Restatement Date;9.4; ------------- (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 (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. 's Corporation 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 Federal Deposit Insurance Corporation ("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, (ii) Investments by any Foreign Subsidiary in the form of cash on deposit in any commercial bank up to an aggregate amount of $10,000,000, and (iii) Investments permitted pursuant to that certain investment policy of the Parent Borrower in effect as of the Original Closing Date and previously provided to the Administrative Agent (such Investments described in items (i), (ii), and (iii) above, “Cash Equivalents”); (c) Investments by the Parent Borrower capital contributions to and investments in Wholly-Owned Subsidiaries created or any of its Subsidiaries in the form of Permitted Acquisitions so long as the Parent Borrower and its Subsidiaries are in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio of at least 0.25:1.00 less than 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 Parent Borrower prior to such Permitted Acquisition (such Consolidated Total Net Leverage Ratio to be 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 Subsidiary Guarantor (or the assets of which are not acquired by the either Borrower or a Subsidiary Guarantor) (x) shall not exceed $125,000,000 for any such acquisition (or series of related acquisitions) and (y) when taken together with the aggregate Permitted Acquisition Consideration for all such acquired businesses acquired after the Restatement Date Closing Date; provided, that such Wholly-Owned -------- Subsidiaries become Borrowers hereunder pursuant to the proviso in clause (d) requirements of the definition of “Permitted Acquisition” and this Section 11.3(c), shall not exceed $300,000,000 in the aggregate7.12 hereof; (d) Hedging Agreements not prohibited by Section 11.1loans and advances to employees for reasonable and necessary business and travel expenses in the ordinary course of business of Maxim and its Subsidiaries; (e) purchases of assets deposits for utilities, security deposits, leases and similar prepaid expenses incurred in the ordinary course of business; (f) Investments in the form of loans and advances to employees trade accounts created 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 Parent Borrower Maxim 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 equity or capital investments permitted pursuant to the foregoing clause (ii), together with any intercompany Indebtedness permitted pursuant to Section 11.1(l), in each case, incurred or made after the Restatement Date, shall not exceed, as of the date such Investment is made or increased, $225,000,000; (i) so long as no Default or Event of Default (including, without limitation, a Change in Control) shall have occurred and be continuing or would result therefrom, Investments by the Parent Borrower or any of its Subsidiaries (other than any investment by the Parent 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 so long as (i) not otherwise permitted hereunder paid solely with proceeds from the issuance acquisition is of Capital Stock a company, business or property in the same line of business as Maxim or any Subsidiary of Maxim, (ii) no Default or Event of Default is in existence at the time of such acquisition or would be created as a consequence of such acquisition, (iii) on a pro forma combined --- ----- basis, assuming that the Person that is the target of the Parent Borrower; (j) other additional investments not otherwise permitted pursuant to this Section incurred or made after the Restatement Date not to exceed, acquisition had been acquired as of the date first day of the four quarter fiscal period ending at the immediately preceding fiscal quarter end, all financial covenants and other terms and provisions of this Agreement would have been complied with during the four fiscal quarters ending at the immediately preceding fiscal quarter end, after giving pro forma effect to the acquisition, including, without limitation, --- ----- any Debt incurred or assumed by Maxim as a result of such Investment is made or increasedacquisition, (iv) the greater of cash consideration paid in any single acquisition does not exceed ten million dollars (A$10,000,000) and in the aggregate the cash consideration paid for all such acquisitions in any Fiscal Year does not exceed twenty million dollars ($75,000,000 20,000,000), and (Bv) five percent the total cash and non-cash consideration paid in any single acquisition does not exceed twenty million dollars (5%$20,000,000) of Consolidated Total Assets as of and in the aggregate the total cash and non-cash consideration paid for all such date of determination acquisitions in any Fiscal Year does not exceed forty million dollars (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) as reduced by any repayments or distributions made with respect thereto (as of such date of determination)$40,000,000); (kh) Investments investments by Maxim or any Subsidiary in the form of acquisitions of all or substantially all of the business or a line of business (whether by the acquisition of capital stock, assets or any combination thereof) of any other Person if approved by the Required Lenders, in their sole and absolute discretion, in writing prior to such consummation; (i) investments by Maxim or any Subsidiary in the form of purchase money loans or other extensions of credit by Maxim or any Subsidiary to any Person obligated to Maxim or any Subsidiary in connection with an acquisition or disposition of assets or property otherwise permitted under this Agreement so long as (after giving effect to such proposed loan or other extension of credit) the aggregate amount of all such purchase money loans or other extensions of credit by Maxim or any Corporate RestructuringSubsidiary on or after the Closing Date does not at any time exceed two million five hundred thousand dollars ($2,500,000); and (lj) such other investments consisting of loans by Maxim or any Subsidiary to their respective franchisees so long as (after giving effect to such proposed loan) (i) the Acquisitionamount of any single such loan by Maxim or any Subsidiary on or after the Closing Date does not at any time exceed two million dollars ($2,000,000), and (ii) the aggregate amount of all such loans by Maxim or any Subsidiary on or after the Closing Date does not at any time exceed six million dollars ($6,000,000).

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 (any such transactioneach, an “Investment”) ), except: (a) Investments in any of the following (collectively “Cash Equivalents”); (i) Investments existing on the Restatement Date in Subsidiaries existing on the Restatement Date, (ii) investments in Domestic Subsidiaries (other than Investments existing on the Restatement Date and Investments in Domestic Subsidiaries of Foreign Subsidiaries) so long as the Parent 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 Restatement 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; (ii) any variable or fixed rate notes (other than notes of the type described in clause (ix) below) issued by, or guaranteed by, any domestic corporation rated A-1 (Eor the CHAR1\1858015v1CHAR1\1858015v2 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 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 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 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 any Investments of the types described in items clauses (Ai) through (Dx) above; and (xii) other similar Investments approved by the Administrative Agent, including without limitation, Investments by Foreign Subsidiaries that are substantially similar to CHAR1\1858015v1CHAR1\1858015v2 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 in Subsidiaries as of the Closing Date; (ii) additional Investments by any Foreign Subsidiary in the form of cash on deposit in any commercial bank up to an aggregate amount of $10,000,000, and Domestic Subsidiaries that are Restricted Subsidiaries; (iii) Investments permitted pursuant to that certain investment policy of in Restricted Subsidiaries formed or acquired after the Parent Borrower in effect as of the Original Closing Date made in accordance with the terms and previously provided to the Administrative Agent (such Investments described in items (i), (ii), conditions of this Agreement; and (iiiiv) abovethe other loans, “Cash Equivalents”)advances and Investments existing on the Closing Date which are described on Schedule 10.3; (c) Investments by the Parent Borrower or any of its Subsidiaries in the form of Permitted Acquisitions so long as the Parent Borrower Bank Products and its Subsidiaries are in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio of at least 0.25:1.00 less than 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 Parent Borrower prior to such Permitted Acquisition (such Consolidated Total Net Leverage Ratio to be 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 Subsidiary Guarantor (or the assets of which are not acquired by the either Borrower or a Subsidiary Guarantor) (x) shall not exceed $125,000,000 for any such acquisition (or series of related acquisitions) and (y) when taken together with the aggregate Permitted Acquisition Consideration for all such acquired businesses acquired after the Restatement Date Hedging Agreements permitted pursuant to the proviso in clause (d) of the definition of “Permitted Acquisition” and this Section 11.3(c), shall not exceed $300,000,000 in the aggregate10.1; (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 Parent 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 equity or capital investments permitted pursuant to the foregoing clause (ii), together with any intercompany Indebtedness permitted pursuant to Section 11.1(l), in each case, incurred or made after the Restatement Date, shall not exceed, as of the date such Investment is made or increased, $225,000,000; (i) so long as no Default or Event of Default (including, without limitation, a Change in Control) shall have occurred and be continuing or would result therefrom, Investments by the Parent Borrower or any of its Subsidiaries (other than any investment by the Parent 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 CHAR1\1858015v1CHAR1\1858015v2 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 Parent 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 Restatement Date 10.1(n) shall not to exceed, as of the date such Investment is made or increased, the greater of (A) exceed $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) as reduced by 25,000,000 at any repayments or distributions made with respect thereto (as of such date of determination));time outstanding; and (k) 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 making of such Investment and (ii) in the case of any Subsidiary Investment in connection an aggregate amount in excess of $5,000,000, the Company shall be in compliance with any Corporate Restructuring; and (l) Sections 9.1 and 9.2 on a pro forma basis after giving effect to the Acquisition.making of such Investment. CHAR1\1858015v1CHAR1\1858015v2

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 (any such transaction, an “Investment”) except: (a) (i) Investments investments existing on the Restatement Closing Date and not otherwise permitted by this Section 10.4 in Subsidiaries existing on the Restatement Date, (ii) investments in Domestic Subsidiaries (other than Investments existing on the Restatement Closing Date and Investments in Domestic Subsidiaries of Foreign Subsidiaries) so long as the Parent 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 10.4 and described on Schedule 11.3 existing on the Restatement Date;10.4; 60 66 (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) 365 days from the date of acquisition thereof, (Bii) commercial paper maturing no more than one hundred twenty (120) 365 days from the date of creation thereof and currently having the highest at least "A2P2" rating obtainable from either Standard & Poor’s 's Ratings Services, a division of The XxXxxxMcGrxx-Xxxx Companies, Inc. or Xxxxx’x Investors Moodx'x Xxxestors Service, Inc., (Ciii) certificates of deposit maturing no more than one hundred twenty (120) 365 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 25,000,000 for any one such certificate of deposit and $10,000,000 25,000,000 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, (ii) Investments by any Foreign Subsidiary in the form of cash on deposit in any commercial bank up to an aggregate amount of $10,000,000, and (iii) Investments permitted pursuant to that certain investment policy of the Parent Borrower in effect as of the Original Closing Date and previously provided to the Administrative Agent (such Investments described in items (i), (ii), and (iii) above, “Cash Equivalents”); (c) Investments investments by the Parent Borrower or any of its Subsidiaries in the form of Permitted Acquisitions so long as the Parent Borrower and its Subsidiaries are in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio of at least 0.25:1.00 less than 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 Parent Borrower prior to such Permitted Acquisition (such Consolidated Total Net Leverage Ratio to be 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 Subsidiary Guarantor (or the assets of which are not acquired by the either Borrower or a Subsidiary Guarantor) (x) shall not exceed $125,000,000 for any such acquisition (or series of related acquisitions) and (y) when taken together with the aggregate Permitted Acquisition Consideration for all such acquired businesses acquired after the Restatement Date pursuant to the proviso in clause (d) of the definition of “Permitted Acquisition” and this Section 11.3(c), shall not exceed $300,000,000 in the aggregate; (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 Parent 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 equity or capital investments permitted pursuant to the foregoing clause (ii), together with any intercompany Indebtedness permitted pursuant to Section 11.1(l), in each case, incurred or made after the Restatement Date, shall not exceed, as of the date such Investment is made or increased, $225,000,000; (i) so long as no Default or Event of Default (including, without limitation, a Change in Control) shall have occurred and be continuing or would result therefrom, Investments by the Parent Borrower or any of its Subsidiaries (other than any investment by the Parent 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 assets, any combination thereof or any combination thereof"pooling of interests") 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 Parent following requirements: (i) any Person to be acquired shall engage in the business conducted by the Borrower as of the Closing Date or any other business reasonably related to the foregoing, (ii) a Wholly-Owned Subsidiary of the Borrower, the appropriate percentage of the capital stock or other ownership interests of which have been pledged to the Administrative Agent, for the benefit of itself and the Lenders, or the Borrower shall be the surviving Person and no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the acquisition, (iii) prior to consummating the acquisition, the Borrower shall have provided evidence to the Administrative Agent in form and substance reasonably satisfactory thereto that the Borrower and its Subsidiaries are in pro forma compliance with each covenant contained in Article IX and Article X hereof after giving effect to the acquisition, (iv) the Fair Market Value of all Consideration (as defined below) paid in connection with any one such acquisition (or series of related acquisitions in the same Fiscal Year) shall not exceed $30,000,000, and (v) the Fair Market Value of all Consideration paid in connection with all such acquisitions shall not exceed $100,000,000 in the aggregate as of any date of determination; For the purposes of calculating compliance with clause (c) of this Section 10.4, the "Fair Market Value of all Consideration" paid in connection with any acquisition or investment shall include (1) any cash consideration paid in connection with such acquisition or investment, (2) the face amount of any seller financing issued in connection with such acquisition or investment, (3) the face amount of any Debt assumed in connection with such acquisition or investment, (4) the amount of any commissions paid in connection with such acquisition or investment, and (5) 100% of the fair market value of any stock issued or transferred in a pooling of interest or otherwise. (d) loans and advances to employees incurred in the ordinary course of business in an aggregate amount not to exceed $3,000,000 at any time; (je) investments, loans and advances by the Borrower or any of its Subsidiaries in or to any other additional investments Subsidiary or to the Borrower; provided the appropriate percentage of capital stock or other ownership interests of the Subsidiary in which or to which such investment, loan or advance has been made has been pledged to the Administrative Agent for the benefit of itself and the Lenders; (f) investments, loans and advances by the Borrower or any of its Subsidiaries in or to any other Subsidiary or to the Borrower not otherwise permitted pursuant to Section 10.4(e); provided that the aggregate amount of all investments, loans and advances permitted by this Section incurred 10.4(f) does not exceed $5,000,000; (g) advances to or made after investments in third party software developers or manufacturers to fund development or production costs and to provide royalty payments; and (h) investments by the Restatement Date Borrower or any of its Subsidiaries in any Person that is not wholly-owned by the Borrower or any of its Subsidiaries (provided, that if such Person is a Subsidiary of the Borrower, the appropriate percentage of capital stock or other ownership interests in such Subsidiary shall have been pledged to the Administrative Agent for the benefit of itself and the Lenders) in an aggregate amount not to exceed, as of (i) for the date such Investment is made or increasedFiscal Year ending March 31, 1999, $15,000,000 and (ii) for any Fiscal Year thereafter, the greater sum of (AI) $75,000,000 15,000,000 and (BII) twenty-five percent (525%) of Consolidated Total Assets as of such date of determination (Net Income for the previous Fiscal Year; provided that the Borrower shall have demonstrated pro forma compliance with the covenants set forth in making Articles IX and X both immediately prior to and after giving effect to any 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 thereto (as of such date of determination)); (k) Investments in any Subsidiary in connection with any Corporate Restructuring; and (l) the Acquisitioninvestment.

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) investments: (i) Investments existing on the Restatement Amended and Restated Closing Date in Subsidiaries existing on the Restatement Amended and Restated Closing Date, ; (ii) investments after the Amended and Restated Closing Date in Domestic (A) existing Subsidiaries and/or (other than Investments existing on B) Subsidiaries formed or acquired after the Restatement Date Amended and Investments in Domestic Subsidiaries of Foreign SubsidiariesRestated Closing Date; provided that: (I) so long as the Parent 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 Restatement Amended and Restated 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 and (Ev) money market funds that invest in any Investments described in items (A) through (D) above, (ii) Investments other investments permitted by any Foreign Subsidiary the Borrower's investment policy as of the date hereof in the form attached hereto as Schedule 11.3(b) (including any amendment to Section V "Concentration Limits/Credit Quality" of cash on deposit such investment policy to the extent allowing for investments in any commercial bank up to an aggregate amount of $10,000,000, and (iii) Investments permitted pursuant to that certain investment policy of the Parent Borrower in effect as of the Original Closing Date and previously provided to the Administrative Agent (such Investments described in items (i), (ii), and (iii) above, “Cash Equivalents”grade corporate bonds); (c) Investments investments by the Parent Borrower or any of its Subsidiaries in the form of Permitted Acquisitions so long as the Parent Borrower and its Subsidiaries are in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio of at least 0.25:1.00 less than 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 Parent Borrower prior to such or Permitted Acquisition (such Consolidated Total Net Leverage Ratio to be calculated after giving effect to such Permitted Acquisition and any Indebtedness incurred in connection therewith)Joint Venture Investments; provided that the Permitted Acquisition Consideration for amount of any acquired such investments in a Foreign Subsidiary that does not become a Subsidiary Guarantor (or any entity that would constitute a Foreign Subsidiary if the assets of which are not acquired by the either Borrower or a Subsidiary Guarantorone of its Subsidiaries owned more than fifty percent (50%) (xof the outstanding Capital Stock of such entity) shall not exceed $125,000,000 for any such acquisition (or series of related acquisitions) and (y) when taken together with the aggregate Permitted Acquisition Consideration for all such acquired businesses acquired after the Restatement Date pursuant to the proviso in clause (d) Foreign Investment Limitation as of the definition date of “Permitted Acquisition” and this Section 11.3(c), shall not exceed $300,000,000 in the aggregatesuch investment; (d) Hedging Agreements not prohibited by permitted pursuant to Section 11.1; (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 $5,000,000500,000; (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 Parent 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 equity or capital investments permitted pursuant to the foregoing clause (ii), together with any intercompany Indebtedness permitted pursuant to Section 11.1(l11.1(e), in each case, incurred or made after the Restatement Date, shall not exceed, as of the date such Investment is made or increased, $225,000,000; (ih) so long as no Default loans to one or Event more officers or other employees of Default (including, without limitation, a Change in Control) shall have occurred and be continuing or would result therefrom, Investments by the Parent Borrower or any of its Subsidiaries (other than any investment by the Parent 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 Parent Borrower; (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 made after bank drafts for deposit or collection in the Restatement Date not to exceed, as ordinary course of the date such Investment is made or increased, the greater of (A) $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) as reduced by any repayments or distributions made with respect thereto (as of such date of determination))business; (k) Investments in performance, surety and appeal bonds; (l) investments made solely with the proceeds of the sale of Capital Stock by the Borrower; (m) investments consisting of non-cash consideration received by the Borrower or any of its Subsidiaries from the sale of assets or Capital Stock of a Subsidiary in connection with any Corporate Restructuringas permitted by this Agreement; and (ln) the Acquisitiontransfer of the Communications License issued by the FCC and held Globalstar Caribbean Ltd. to GCL Licensee LLC so long as the Borrower and its Subsidiaries comply with the applicable provisions of Section 9.11.

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 (any such transaction, an “Investment”) except: (a) (i) Investments investments existing on the Restatement Closing Date in Subsidiaries existing on the Restatement Date, (ii) investments in Domestic Subsidiaries (other than Investments existing on the Restatement Date and Investments in Domestic Subsidiaries of Foreign Subsidiaries) so long as the Parent 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 Restatement DateSCHEDULE 11.3; (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 '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, (ii) Investments by any Foreign Subsidiary in the form of cash on deposit in any commercial bank up to an aggregate amount of $10,000,000, and (iii) Investments permitted pursuant to that certain investment policy of the Parent Borrower in effect as of the Original Closing Date and previously provided to the Administrative Agent (such Investments described in items (i), (ii), and (iii) above, “Cash Equivalents”); (c) Investments investments by the Parent Borrower or any of its Subsidiaries in the form of Permitted Acquisitions so long as the Parent Borrower and its Subsidiaries are in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio of at least 0.25:1.00 less than 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 Parent Borrower prior to such Permitted Acquisition (such Consolidated Total Net Leverage Ratio to be 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 Subsidiary Guarantor (or the assets of which are not acquired by the either Borrower or a Subsidiary Guarantor) (x) shall not exceed $125,000,000 for any such acquisition (or series of related acquisitions) and (y) when taken together with the aggregate Permitted Acquisition Consideration for all such acquired businesses acquired after the Restatement Date pursuant to the proviso in clause (d) of the definition of “Permitted Acquisition” and this Section 11.3(c), shall not exceed $300,000,000 in the aggregate; (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 Parent 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 equity or capital investments permitted pursuant to the foregoing clause (ii), together with any intercompany Indebtedness permitted pursuant to Section 11.1(l), in each case, incurred or made after the Restatement Date, shall not exceed, as of the date such Investment is made or increased, $225,000,000; (i) so long as no Default or Event of Default (including, without limitation, a Change in Control) shall have occurred and be continuing or would result therefrom, Investments by the Parent Borrower or any of its Subsidiaries (other than any investment by the Parent 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 Parent Borrower;Required 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) other additional investments in Participation Certificates of CoBank to the extent required by Section 9.14. (e) investments in SCC's of RTFC of not otherwise permitted pursuant to this Section incurred or made after the Restatement Date not to exceed, as more than 10% of the date such Investment is made or increased, the greater of (A) $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) as reduced by any repayments or distributions made with respect thereto (as of such date of determination)); (k) Investments in any Subsidiary in connection with any Corporate Restructuring; and (l) the Acquisitioninitial Term Loan amount.

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 (Person, or enter into, directly or indirectly, any such transaction, an “Investment”) exceptcommitment or option in respect of the foregoing except for the following: (a) investments in (i) Investments existing on the Restatement Date in Subsidiaries existing on the Restatement Date, (ii) investments in Domestic Subsidiaries (other than Investments existing on the Restatement Date and Investments in Domestic Subsidiaries of Foreign Subsidiaries) so long as the Parent 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 Restatement 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, (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. S&P or Xxxxx’x Investors Service, Inc.Xxxxx'x, (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, (ii) Investments ; and repurchase agreements issued by any Foreign Subsidiary in Lender having a maturity of less than one year; (b) loans to officers of GTA, the form of cash on deposit in any commercial bank up to an aggregate amount of $10,000,000, and which outstanding at any one time shall not exceed one percent (iii1%) Investments permitted pursuant to that certain investment policy of the Parent Borrower in effect as of the Original Closing Date and previously provided to the Administrative Agent (such Investments described in items (i), (ii), and (iii) above, “Cash Equivalents”)Total Assets; (c) Investments by the Parent Borrower or any of its Subsidiaries investments in the form of Permitted Acquisitions so long as the Parent Borrower golf course properties and its Subsidiaries are in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio of at least 0.25:1.00 less than 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 Parent Borrower prior to such Permitted Acquisition (such Consolidated Total Net Leverage Ratio to be 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 Subsidiary Guarantor (or the assets of which are not acquired by the either Borrower or a Subsidiary Guarantor) (x) shall not exceed $125,000,000 for any such acquisition (or series of related acquisitions) and (y) when taken together with the aggregate Permitted Acquisition Consideration for all such acquired businesses acquired after the Restatement Date pursuant to the proviso in clause (d) of the definition of “Permitted Acquisition” and this Section 11.3(c), shall not exceed $300,000,000 in the aggregateimprovements; (d) Hedging Agreements not prohibited by Section 11.1; (e) purchases of assets investments in the ordinary course of business; (f) Investments in the form of loans unconsolidated partnerships 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 Parent 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 Partyjoint ventures; provided that the aggregate amount of such equity or capital investment in such partnerships and joint ventures (including investments permitted pursuant to existing on the foregoing clause (ii), together with any intercompany Indebtedness permitted pursuant to Section 11.1(l), in each case, incurred or made after the Restatement Closing Date, shall not exceed, as of the date such Investment is made or increased, $225,000,000; (i) so long as no Default or Event of Default (including, without limitation, a Change in Control) shall have occurred and be continuing or would result therefrom, Investments by the Parent Borrower or any of its Subsidiaries (other than any investment by the Parent 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 Parent Borrower; (j) other additional investments not otherwise permitted pursuant to this Section incurred or made after the Restatement Date not to exceed, as of the date such Investment is made or increased, the greater of (A) $75,000,000 and (B) exceed 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) as reduced by at any repayments or distributions made with respect thereto (as of such date of determination))time; (ke) Investments in any Subsidiary in connection with any Corporate Restructuringloans to other Persons; and (l) the Acquisition.PROVIDED that:

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 (any such transaction, an “Investment”) except: (a) investments (i) Investments existing on the Restatement Date in Subsidiaries existing on the Restatement Closing Date, (ii) investments in Domestic Subsidiaries (other than Investments existing on the Restatement SRLS Entities and any Franchisees) formed or acquired after the Closing Date and Investments in Domestic Subsidiaries of Foreign Subsidiaries) so long as the Parent Borrower and its the Subsidiaries (other than the SRLS Entities and any Franchisees) comply with the all applicable provisions of this Credit Agreement (including, without limitation, Section 9.10 9.11), (iii) loans made pursuant to Section 11.1(i) hereof, and (iiiiv) the other loans, advances and Investments investments described on Schedule 11.3 existing on the Restatement 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 Xxxxx’x Investors Service, Inc.P-1 (or the equivalent thereof) or better by Moody’s, (Ciii) certificates of deposit maturing no more than one hundred twenty (120) days year from the date of creation thereof issued by (A) any of the Lenders or (B) 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 that, in each case, the aggregate amount invested in such certificates of deposit shall not at any time exceed $5,000,000 10,000,000 for any one such certificate of deposit and $10,000,000 20,000,000 for any one such bank, (D) time iv)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) repurchase agreements with a Lender or a bank or trust company or a recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States of America or (Evi) money money-market funds; provided that such money-market funds that invest in any Investments described in items shall be rated AAA- (Aor the equivalent thereof) through (D) above, (ii) Investments or better by any Foreign Subsidiary in the form of cash on deposit in any commercial bank up to an aggregate amount of $10,000,000, and (iii) Investments permitted pursuant to that certain investment policy of the Parent Borrower in effect as of the Original Closing Date and previously provided to the Administrative Agent Standard & Poor’s (such Investments investments described in items (i), ) through (ii), and (iiivi) above, “Cash Equivalents”); (c) Investments investments by the Parent Borrower or any of its Subsidiaries the Subsidiary Guarantors in the form of acquisitions of a substantially similar business or line of business (whether by the acquisition of capital stock, assets or any combination thereof) of any other Person (each, a “Permitted Acquisition”) and other loans, investments and advances by the Borrower or any of the Subsidiary Guarantors in (i) Franchisees of the Borrower or (ii) any SRLS Entities; provided, that prior to consummation of any Permitted Acquisition, the Borrower shall have demonstrated to the satisfaction of the Administrative Agent that, after giving pro forma effect to such Permitted Acquisition, that the Borrower’s Adjusted Debt to EBITDAR Ratio shall be no greater than 5.0 to 1.00; provided further that the aggregate amount of all such Permitted Acquisitions permitted under this Section 11.3(c) plus the aggregate outstanding amount of all loans, investments and advances (other than Permitted Acquisitions) permitted under this Section 11.3(c) plus the aggregate outstanding amount of all Guaranty Obligations permitted under Section 11.1(k) hereunder plus the aggregate amount of all sales permitted under Section 11.5(j) hereunder shall not exceed an aggregate of Five Million Dollars ($5,000,000) per Fiscal Year and an aggregate of Ten Million Dollars ($10,000,000) during the term of the Credit Facility; provided further, however, that any such investment or other acquisition of equity of a Franchisee resulting in the Borrower owning one hundred percent (100%) of the assets of such Franchisee shall be excluded from the foregoing aggregate dollar limitation so long as the Parent Borrower and its Subsidiaries are in compliance on a Pro Forma Basis shall comply with a Consolidated Total Net Leverage Ratio the applicable provisions of at least 0.25:1.00 less than 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 Parent Borrower prior 9.11 with respect to such Permitted Acquisition (such Consolidated Total Net Leverage Ratio to be 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 Subsidiary Guarantor (or the assets of which are not acquired by the either Borrower or a Subsidiary Guarantor) (x) shall not exceed $125,000,000 for any such acquisition (or series of related acquisitions) and (y) when taken together with the aggregate Permitted Acquisition Consideration for all such acquired businesses acquired after the Restatement Date pursuant to the proviso in clause (d) of the definition of “Permitted Acquisition” and this Section 11.3(c), shall not exceed $300,000,000 in the aggregateFranchisee; (d) Hedging Agreements not prohibited by permitted pursuant to Section 11.1; (e) purchases of assets in the ordinary course of business; (f) Investments in the form of loans other loans, investments and advances in an aggregate amount not to employees exceed Two Million Dollars ($2,000,000) on any date of determination; and (g) investments in “rabbi trusts” made by the Borrower or any Subsidiary Guarantor in connection with executive deferred compensation arrangements entered into by the Borrower or such Subsidiary Guarantor 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 Parent 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;business consistent with past practice. (h) Investments in cash deposited with the form of (i) intercompany loans and advances permitted Bond Trustee 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 equity or capital investments permitted pursuant to the foregoing clause (ii), together with any intercompany Indebtedness permitted pursuant to Section 11.1(l), in each case, incurred or made after the Restatement Date, shall not exceed, as Article 8 of the date such Investment is made or increased, $225,000,000; (i) so long as no Default or Event of Default (including, without limitation, a Change Subordinated Senior Notes Indenture in Control) shall have occurred and be continuing or would result therefrom, Investments by the Parent Borrower or any of its Subsidiaries (other than any investment by the Parent Borrower or any of its Subsidiaries in the form of acquisitions of all or substantially all satisfaction 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 Parent Borrower; (j) other additional investments not otherwise permitted pursuant to this Section incurred or made after the Restatement Date not to exceed, as of the date such Investment is made or increased, the greater of (A) $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) as reduced by any repayments or distributions made with respect thereto (as of such date of determination)); (k) Investments in any Subsidiary in connection with any Corporate Restructuring; and (l) the AcquisitionSenior Subordinated Notes.

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 (any such transaction, an “Investment”) except: (a) investments (i) Investments existing on the Restatement Date in Subsidiaries existing on the Restatement Closing Date, (ii) investments in Domestic ii)in Subsidiaries (other than Investments existing on the Restatement SRLS Entities and any Franchisees) formed or acquired after the Closing Date and Investments in Domestic Subsidiaries of Foreign Subsidiaries) so long as the Parent Borrower and its the Subsidiaries (other than the SRLS Entities and any Franchisees) comply with the all applicable provisions of this Credit Agreement (including, without limitation, Section 9.10 9.11), (iii) loans made pursuant to Section 11.1(k) hereof, and (iiiiv) the other loans, advances and Investments investments described on Schedule 11.3 existing on the Restatement 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 Xxxxx’x Investors Service, Inc.P-1 (or the equivalent thereof) or better by Moody’s, (Ciii) certificates of deposit maturing no more than one hundred twenty (120) days year from the date of creation thereof issued by (A) any of the Lenders or (B) 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 that, in each case, the aggregate amount invested in such certificates of deposit shall not at any time exceed $5,000,000 10,000,000 for any one such certificate of deposit and $10,000,000 20,000,000 for any one such bank, (D) time iv)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) repurchase agreements with a Lender or a bank or trust company or a recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States of America or (Evi) money money-market funds; provided that such money-market funds that invest in any Investments described in items shall be rated AAA- (Aor the equivalent thereof) through (D) above, (ii) Investments or better by any Foreign Subsidiary in the form of cash on deposit in any commercial bank up to an aggregate amount of $10,000,000, and (iii) Investments permitted pursuant to that certain investment policy of the Parent Borrower in effect as of the Original Closing Date and previously provided to the Administrative Agent Standard & Poor’s (such Investments investments described in items (i), ) through (ii), and (iiivi) above, “Cash Equivalents”); (c) Investments investments by the Parent Borrower or any of its Subsidiaries the Subsidiary Guarantors in the form of acquisitions of a substantially similar business or line of business (whether by the acquisition of capital stock, assets or any combination thereof) of any other Person (each, a “Permitted Acquisition”) and other investments by the Borrower or any of the Subsidiary Guarantors in (i) Franchisees of the Borrower or (ii) any SRLS Entities; provided, however, that the aggregate amount of all such Permitted Acquisitions so long as permitted under this Section 11.3(c) plus the Parent Borrower and its Subsidiaries are in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio aggregate outstanding amount of at least 0.25:1.00 less all investments (other than Permitted Acquisitions) permitted under this Section 11.3(c) plus the then-applicable Consolidated Total Net Leverage Ratio that would otherwise be required aggregate outstanding amount of all Guaranty Obligations permitted under Section 10.1 determined for 11.1(j) hereunder plus the most recently ended fiscal quarter aggregate amount of the Parent Borrower prior to such Permitted Acquisition (such Consolidated Total Net Leverage Ratio to be 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 Subsidiary Guarantor (or the assets of which are not acquired by the either Borrower or a Subsidiary Guarantorall sales permitted under Section 11.5(j) (x) hereunder shall not exceed Thirty-Five Million Dollars ($125,000,000 for any such acquisition (or series of related acquisitions35,000,000) and (y) when taken together with in the aggregate Permitted Acquisition Consideration for all such acquired businesses acquired after during the Restatement Date pursuant to the proviso in clause (d) term of the definition of “Permitted Acquisition” and this Section 11.3(c), shall not exceed $300,000,000 in the aggregateCredit Facility; (d) Hedging Agreements not prohibited by permitted pursuant to Section 11.1; (e) purchases of assets in the ordinary course of business; (f) Investments in the form of loans other loans, investments and advances in an aggregate amount not to employees exceed $500,000 on any date of determination; and (g) investments in “rabbi trusts” made by the Borrower or any Subsidiary Guarantor in connection with executive deferred compensation arrangements entered into by the Borrower or such Subsidiary Guarantor 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 Parent 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 equity or capital investments permitted pursuant to the foregoing clause (ii), together business consistent with any intercompany Indebtedness permitted pursuant to Section 11.1(l), in each case, incurred or made after the Restatement Date, shall not exceed, as of the date such Investment is made or increased, $225,000,000; (i) so long as no Default or Event of Default (including, without limitation, a Change in Control) shall have occurred and be continuing or would result therefrom, Investments by the Parent Borrower or any of its Subsidiaries (other than any investment by the Parent 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 Parent Borrower; (j) other additional investments not otherwise permitted pursuant to this Section incurred or made after the Restatement Date not to exceed, as of the date such Investment is made or increased, the greater of (A) $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) as reduced by any repayments or distributions made with respect thereto (as of such date of determination)); (k) Investments in any Subsidiary in connection with any Corporate Restructuring; and (l) the Acquisitionpast practice.

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 such transaction, an “Investment”) commitment or option in respect of the foregoing except: (a) (i) Investments existing on the Restatement Date investments in Subsidiaries existing on the Restatement Date, (ii) investments in Domestic Subsidiaries (other than Investments existing on the Restatement Closing Date and Investments in Domestic Subsidiaries of Foreign Subsidiaries) so long as the Parent 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 Closing Date and described on Schedule 11.3 existing on the Restatement Date10.4; (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) 180 days from the date of acquisition thereof, (Bii) commercial paper maturing no more than one hundred twenty (120) 180 days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor’s Ratings Services's Rating's Group, a division Division of The XxXxxxMcGrxx-Xxxx Companies, Inc. Xxxporation or Xxxxx’x Investors Moodx'x Xxxestors Service, Inc., (Ciii) certificates of deposit maturing no more than one hundred twenty (120) 180 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, (ii) Investments by any Foreign Subsidiary in the form of cash on deposit in any commercial bank up to an aggregate amount of $10,000,000, and (iii) Investments permitted pursuant to that certain investment policy of the Parent Borrower in effect as of the Original Closing Date and previously provided to the Administrative Agent (such Investments described in items (i), (ii), and (iii) above, “Cash Equivalents”);; and (c) Investments investments by the Parent Borrower or any of its Subsidiaries in the form of Permitted Acquisitions so long as the Parent Borrower and its Subsidiaries are in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio of at least 0.25:1.00 less than 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 Parent Borrower prior to such Permitted Acquisition (such Consolidated Total Net Leverage Ratio to be 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 Subsidiary Guarantor (or the assets of which are not acquired by the either Borrower or a Subsidiary Guarantor) (x) shall not exceed $125,000,000 for any such acquisition (or series of related acquisitions) and (y) when taken together with the aggregate Permitted Acquisition Consideration for all such acquired businesses acquired after the Restatement Date pursuant to the proviso in clause (d) of the definition of “Permitted Acquisition” and this Section 11.3(c), shall not exceed $300,000,000 in the aggregate; (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 Parent 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 equity or capital investments permitted pursuant to the foregoing clause (ii), together with any intercompany Indebtedness permitted pursuant to Section 11.1(l), in each case, incurred or made after the Restatement Date, shall not exceed, as of the date such Investment is made or increased, $225,000,000; (i) so long as no Default or Event of Default (including, without limitation, a Change in Control) shall have occurred and be continuing or would result therefrom, Investments by the Parent Borrower or any of its Subsidiaries (other than any investment by the Parent Borrower or any of its Subsidiaries in the form of acquisitions of all or substantially all at least eighty percent (80%) of -64- 70 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 Parent Borrowerfollowing requirements: (i) the Person to be acquired shall engage in a business or the assets being acquired are used in a business described in Section 8.10, (ii) the Borrower or a Guarantor shall be the surviving Person and no Change of Control shall have been effected thereby, (iii) the Borrower shall have demonstrated pro forma compliance with each covenant contained in Article IX 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, (iv) a description of the acquisition shall have been delivered to the Administrative Agent at least ten (10) days prior to the consummation of the acquisition and (v) the acquisition shall have been approved by the Board of Directors of the Person being acquired; provided, that the fair market value of all consideration paid in connection with all such acquisitions shall not exceed $50,000,000 in the aggregate, of which cash consideration paid and Debt assumed shall not exceed $25,000,000; (jd) other additional investments not otherwise permitted pursuant to this Section incurred by the Borrower or made any Guarantor after the Restatement Closing Date in Immaterial Subsidiaries or loans and advances by the Borrower or any Guarantor after the Closing Date to Immaterial Subsidiaries in an aggregate amount not to exceed, as of the date such Investment is made or increased, the greater of (A) exceed $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) as reduced by any repayments or distributions made with respect thereto (as of such date of determination))1,000,000; (ke) Investments investments after the Closing Date in any Subsidiary other Persons in connection with any Corporate Restructuringan aggregate amount not to exceed $10,000,000, provided that (i) such Person shall be engaged in the businesses described in Section 8.10 hereof and (ii) no Default or Event of Default shall have occurred and be continuing both before and after giving effect to such investment; (f) intercompany loans and advances to the extent permitted by Section 10.1(i); and (lg) investments by the Borrower after the Closing Date in (i) the AcquisitionBent County Colorado Corrections Facility in an aggregate amount not to exceed $12,500,000, (ii) the Marixx Xxxnty, Indiana Correctional Facility in an aggregate amount not to exceed $4,500,000 and (iii) the rights and interest of First Trust National Association, as trustee, with respect to the bonds issued by Appleton Prison Corporation and secured by the Prairie Corrections Facility in an aggregate amount not to exceed $25,000,000.

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 such transaction, an “Investment”) commitment or option in respect of the foregoing except: (a) (i) Investments existing on the Restatement Date investments in Subsidiaries existing on the Restatement Date, (ii) investments in Domestic Subsidiaries (other than Investments existing on the Restatement Closing Date and Investments in Domestic Subsidiaries of Foreign Subsidiaries) so long as the Parent Borrower 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 existing on the Restatement DateSCHEDULE 11.4; (b) investments in newly formed Wholly-Owned Subsidiaries; PROVIDED, that the Borrower shall comply and cause its Subsidiaries to comply with Section 9.13, if applicable; (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) 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's Rating's Group, a division Division of The XxXxxx-Xxxx Companies, Inc. Corporation 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 agencyagency (collectively, "Cash Equivalents"); 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, (ii) Investments by any Foreign Subsidiary in the form of cash on deposit in any commercial bank up to an aggregate amount of $10,000,000, and (iii) Investments permitted pursuant to that certain investment policy of the Parent Borrower in effect as of the Original Closing Date and previously provided to the Administrative Agent (such Investments described in items (i), (ii), and (iii) above, “Cash Equivalents”); (cd) Investments advances by the Parent Borrower or any of its Subsidiaries to their employees for travel and other related expenses in the form of Permitted Acquisitions so long as the Parent Borrower and its Subsidiaries are in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio of at least 0.25:1.00 less than 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 Parent Borrower prior an aggregate amount not to such Permitted Acquisition (such Consolidated Total Net Leverage Ratio to be 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 Subsidiary Guarantor (or the assets of which are not acquired by the either Borrower or a Subsidiary Guarantor) (x) shall not exceed $125,000,000 for 1,000,000 in any such acquisition (or series of related acquisitions) and (y) when taken together with the aggregate Permitted Acquisition Consideration for all such acquired businesses acquired after the Restatement Date pursuant to the proviso in clause (d) of the definition of “Permitted Acquisition” and this Section 11.3(c), shall not exceed $300,000,000 in the aggregate; (d) Hedging Agreements not prohibited by Section 11.1Fiscal Year; (e) purchases extensions of assets credit in the ordinary course of business to account debtors of the Borrower and its Subsidiaries with respect to trade accounts receivable; (f) investments in the form of the acquisition of capital stock or other similar securities received in connection with the bankruptcy or reorganization of suppliers and customers of the Borrower and its Subsidiaries and in settlement of delinquent obligations of, and other disputes with, customers and suppliers of the Borrower and its Subsidiaries 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 by (A) the Parent 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 PartyAcquisition; (h) Investments in the form purchase 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 equity or capital investments permitted pursuant property subject to the foregoing clause (ii), together Sterling Synthetic Lease in accordance with any intercompany Indebtedness permitted pursuant to Section 11.1(l), in each case, incurred or made after the Restatement Date, shall not exceedterms of the Sterling Synthetic Lease Documents, as the same may be amended in accordance with the terms of the date such Investment is made or increased, $225,000,000;Addendum A; and (i) so long as no Default or Event of Default (including, without limitation, a Change in Control) shall have occurred and be continuing or would result therefrom, Investments investments by the Parent Borrower or any of its Subsidiaries (other than any investment by the Parent Borrower or any of its Subsidiaries i) in the form of acquisitions the acquisition of all or substantially all of the business or a line of business (whether by the acquisition of Capital Stockcapital stock or other equity interest, assets or any combination thereof) of any other PersonPerson or (ii) not otherwise permitted hereunder paid solely with proceeds from in the issuance form of Capital Stock an investment pursuant to which the Borrower or any of its Subsidiaries purchases fifty percent (50%) or less of a business or line of business (including the Asian Joint Venture) (whether by the acquisition of capital stock or other equity interest, assets or any combination thereof) if, in either case, such acquisition or investment meets the following requirements: (A) if the investment is in the form of an acquisition of capital stock or other equity interest under subclause (i) above, the Person whose equity interest is to be acquired shall be or, as a result of such acquisition shall become, a Wholly-Owned Subsidiary of the Parent Borrower and no Change of Control shall have been effected thereby, (B) the Person whose assets, capital stock or combination thereof are to be acquired or the entity in which the Borrower or any of its Subsidiaries is to invest shall engage in a business substantially similar to the Borrower; (j) other additional investments not otherwise permitted pursuant to this Section incurred or made after the Restatement Date not to exceed, 's ordinary course of business in existence as of the date Closing Date, (C) evidence of approval of the acquisition or investment by the board of directors or equivalent governing body of the acquired Person authorizing the acquisition or investment and the execution, delivery and performance of any transactions contemplated thereby, shall have been delivered to the Administrative Agent, (D) if the total consideration for such Investment acquisition or investment is made or increasedin excess of $5,000,000, the greater Borrower shall have demonstrated pro forma compliance with each covenant contained in Articles IX, X and XI 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, (AE) $75,000,000 a description of the acquisition or investment and the governing documentation shall have been delivered to the Administrative Agent at least ten (10) 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 acquisition, (F) the Borrower shall comply and cause each of its Subsidiaries to comply with Section 9.13 and (BG) five percent the fair market value of all consideration paid (5%) including, without limitation, cash consideration paid, Debt assumed and the value 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) as reduced by any repayments or distributions made with respect thereto (as of such date of determination)); (k) Investments an stock transferred in any Subsidiary "pooling of interests" or otherwise) in connection with any Corporate Restructuringall such acquisitions and investments in the aggregate shall not exceed $30,000,000 during the term of this Agreement; and (l) PROVIDED, that the AcquisitionBorrower and its Subsidiaries may make an acquisition such that the aggregate consideration for all acquisitions and investments made during the term of this Agreement exceeds $30,000,000 if such acquisition has been previously approved in writing by the Required Lenders.

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 (any such transaction, an “Investment”) except: (a) (i) Investments existing on investments in Credit Parties (other than Permitted Acquisitions with respect to which the Restatement Date in Subsidiaries existing on the Restatement DateBorrower must comply with Section 11.4(e)), (ii) investments in Domestic the ordinary course of the Credit Parties’ business in Subsidiaries which are not Credit Parties in an aggregate amount not to exceed $5,000,000 with respect to any individual Subsidiary or $10,000,000 in the aggregate with respect to all such Subsidiaries at any time (other than Investments existing on Permitted Acquisitions with respect to which the Restatement Date and Investments in Domestic Subsidiaries of Foreign Subsidiaries) so long as the Parent Borrower and its Subsidiaries must comply with the applicable provisions of Section 9.10 11.4(e)), and (iii) the other existing loans, advances and Investments investments not otherwise referred to in this Section 11.4 described on Schedule 11.3 existing on the Restatement Date11.4; (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 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 thereunderthereunder (any such investment, or (E) money market funds that invest in any Investments described in items (A) through (D) above, (ii) Investments by any Foreign Subsidiary in the form of cash on deposit in any commercial bank up to an aggregate amount of $10,000,000, and (iii) Investments permitted pursuant to that certain investment policy of the Parent Borrower in effect as of the Original Closing Date and previously provided to the Administrative Agent (such Investments described in items (i), (ii), and (iii) above, a “Cash EquivalentsEquivalent”); (c) Investments by the Parent Borrower or any of its Subsidiaries in the form of Permitted Acquisitions so long as the Parent Borrower and its Subsidiaries are in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio of at least 0.25:1.00 less than 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 Parent Borrower prior to such Permitted Acquisition (such Consolidated Total Net Leverage Ratio to be 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 Subsidiary Guarantor (or the assets of which are not acquired by the either Borrower or a Subsidiary Guarantor) (x) shall not exceed $125,000,000 for any such acquisition (or series of related acquisitions) and (y) when taken together with the aggregate Permitted Acquisition Consideration for all such acquired businesses acquired after the Restatement Date pursuant to the proviso in clause (d) of the definition of “Permitted Acquisition” and this Section 11.3(c), shall not exceed $300,000,000 in the aggregate; (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, business in the aggregate, do an aggregate amount not to exceed $1,500,000 at any time $5,000,000time; (g) Investments in the form of (id) intercompany loans and advances in connection with intercompany Debt, permitted pursuant to under Section 11.1(h11.1(f) and (k) and (ii) equity or capital Investments made by (A) the Parent 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;hereof; 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 equity or capital investments permitted pursuant to the foregoing clause (ii), together with any intercompany Indebtedness permitted pursuant to Section 11.1(l), in each case, incurred or made after the Restatement Date, shall not exceed, as of the date such Investment is made or increased, $225,000,000; (i) so long as no Default or Event of Default (including, without limitation, a Change in Control) shall have occurred and be continuing or would result therefrom, Investments by the Parent Borrower or any of its Subsidiaries (other than any investment by the Parent 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; provided that (i) not otherwise permitted hereunder paid solely with proceeds from the issuance Person to be acquired shall engage in a business or the assets to be acquired shall be used in a business described in Section 9.10 hereof, (ii) the Borrower or any of Capital Stock its Subsidiaries shall be the surviving Person and no Change in Control shall have been effected thereby, (iii) no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the acquisition, (iv) the Borrower shall have obtained the prior written consent of the Parent Borrower;Required Lenders prior to the consummation of such acquisition unless, prior to and after giving effect to such acquisition, (x) the Leverage Ratio, calculated on a pro forma basis after giving effect to such acquisition, is less than 2.75 to 1.00 and (y) there shall be at least $40,000,000 in availability under the Revolving Credit Facility, and (v) the Borrower must comply with the following requirements: (jA) other with respect to any such investment for which the prior written consent of the Required Lenders is not required, the Borrower must comply with the following additional investments requirements within thirty (30) days following the closing date of such acquisition or series of related acquisitions (provided that the Borrower shall not otherwise permitted pursuant be required to this Section incurred comply with the following additional requirements with respect to any acquisition or made after series of related acquisitions having a Permitted Acquisition Value of less than $50,000,000): (1) the Restatement Date not Borrower shall have delivered to exceed, the Administrative Agent an Officer’s Compliance Certificate dated as of the closing date such Investment is made or increasedof the acquisition demonstrating, the greater of in form and substance reasonably satisfactory thereto, (AI) $75,000,000 pro forma compliance with each covenant contained in Articles X and XI and (BII) five percent (5%) of Consolidated Total Assets as of such date of determination (provided that in making such determination, such amount the Person to be acquired 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 thereto (as of such date of determination)); (k) Investments in any Subsidiary in connection with any Corporate Restructuringhave positive pro forma cash flow; and (l2) the AcquisitionBorrower shall have provided to the Administrative Agent such other documents reasonably requested by the Administrative Agent in connection with such acquisition; (B) with respect to any such investment for which the prior written consent of the Required Lenders is required, the Borrower must comply with the following additional requirements (provided that, with respect to any such investment, the written consent of the Required Lenders, or written notice (or verbal notice subsequently confirmed in writing) that such consent shall not be given by the Required Lenders, shall be delivered to the Borrower no later than five (5) Business Days after receipt by the Lenders of all documentation and other information required to be delivered pursuant to clauses (1), (2), (3), (4), (5) and (6) below): (1) the Borrower shall have delivered to the Lenders, not less than ten (10) calendar days prior to the proposed closing date of the acquisition, a description of the 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 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 the acquisition; and (2) the Borrower shall have delivered to the Lenders, not less than ten (10) calendar days prior to the proposed closing date of the acquisition, the historical financial statements of the Person to be acquired, if applicable, for the most recent two (2) year period and the most recent interim financial statements of the Person to be acquired; (3) the Borrower shall have delivered to the Lenders, not less than ten (10) calendar days prior to the proposed closing date of the acquisition, a projected income statement, statement of cash flows and balance sheet (including, without limitation, a summary of assumptions and pro forma adjustments made in connection therewith) of the Person to be acquired, if applicable, for the ensuing three (3) year period, prepared on a quarterly basis with respect the first year of such three (3) year period and on an annual basis with respect to the second and third year of such three (3) year period; (4) the Borrower shall have delivered to the Lenders, not less than ten (10) calendar days prior to the proposed closing date of the acquisition, an Officer’s Compliance Certificate demonstrating, in form and substance reasonably satisfactory thereto, (I) pro forma compliance with each covenant contained in Articles X and XI and (II) that the Person to be acquired shall have positive pro forma cash flow; (5) the Borrower shall have delivered to the Lenders copies of the final governing documentation (including, without limitation, the purchase agreement) with respect to the acquisition within twenty (20) days after the closing of the acquisition; and (6) the Borrower shall have provided to the Lenders such other instruments, documents, opinions, consents and approvals reasonably requested by the Administrative Agent in connection with such acquisition; (f) intercompany loans and advances to a Wholly-Owned Subsidiary of the Borrower if the following requirements are satisfied: (i) such Wholly-Owned Subsidiary must be created solely for the purpose of consummating a Permitted Acquisition under Section 11.4, (ii) such loan or advance must be made solely for the purpose of consummating a Permitted Acquisition under Section 11.4 and shall be made in compliance with Section 6.3(d) and (iii) the Borrower and such Wholly-Owned Subsidiary must comply with the Sections 6.3(d), 9.12, 9.13, and 11.4; and (g) 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 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 (any such transaction, an “Investment”) except: (a) investments (i) Investments existing on the Restatement Date in Subsidiaries existing on the Restatement Closing Date, (ii) investments in Domestic ii)in Subsidiaries (other than Investments existing on the Restatement SRLS Entities and any Franchisees) formed or acquired after the Closing Date and Investments in Domestic Subsidiaries of Foreign Subsidiaries) so long as the Parent Borrower and its the Subsidiaries (other than the SRLS Entities and any Franchisees) comply with the all applicable provisions of this Credit Agreement (including, without limitation, Section 9.10 9.11), (iii)loans made pursuant to Section 11.1(k) hereof, and (iiiiv) the other loans, advances and Investments investments described on Schedule 11.3 existing on the Restatement Closing Date; (b) (i) Investments investments in (A) marketable i)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, (B) commercial paper ii)commercial 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 Standard equivalent thereof) or better by Standard& Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. 's or Xxxxx’x P-1 (or the equivalent thereof) or better by Moody's Investors Service, Inc., (C) certificates iii)certificates of deposit maturing no more maturinx xx xxre 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, (D) time iv)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 repurchase agreements with a Lender or a bank or trust company or a recognized securities dealer having capital and surplus in any Investments described in items (A) through (D) above, (ii) Investments by any Foreign Subsidiary in the form of cash on deposit in any commercial bank up to an aggregate amount excess of $10,000,000, and (iii) Investments permitted pursuant to that certain investment policy 500,000,000 for direct obligations issued by or fully guaranteed by the United States of the Parent Borrower in effect as of the Original Closing Date and previously provided to the Administrative Agent America (such Investments investments described in items (i), ) through (ii), and (iiiv) above, “"Cash Equivalents”"); (c) Investments investments by the Parent Borrower or any of its Subsidiaries the Subsidiary Guarantors in the form of acquisitions of a substantially similar business or line of business (whether by the acquisition of capital stock, assets or any combination thereof) of any other Person (each, a "Permitted Acquisition") and other investments by the Borrower or any of the Subsidiary Guarantors in (i) Franchisees of the Borrower or (ii) any SRLS Entities; provided, however, that the aggregate amount of all such Permitted Acquisitions so long as permitted under this Section 11.3(c) plus the Parent Borrower and its Subsidiaries are in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio aggregate outstanding amount of at least 0.25:1.00 less all investments (other than the then-applicable Consolidated Total Net Leverage Ratio that would otherwise be required Permitted Acquisitions) permitted under Section 10.1 determined for this 11.3(c) plus the most recently ended fiscal quarter aggregate outstanding amount of all Guaranty Obligations permitted under Section 11.1(j) hereunder plus the Parent Borrower prior to such Permitted Acquisition (such Consolidated Total Net Leverage Ratio to be 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 Subsidiary Guarantor (or the assets aggregate amount of which are not acquired by the either Borrower or a Subsidiary Guarantorall sales permitted under Section 11.5(l) (x) hereunder shall not exceed $125,000,000 for any such acquisition (or series of related acquisitions) and (y) when taken together with 30,000,000 in the aggregate Permitted Acquisition Consideration for all such acquired businesses acquired after during the Restatement Date pursuant to the proviso in clause (d) term of the definition of “Permitted Acquisition” and this Section 11.3(c), shall not exceed $300,000,000 in the aggregateCredit Facility; (d) Hedging Agreements not prohibited by permitted pursuant to Section 11.1; (e) purchases of assets in the ordinary course of business; (f) Investments in the form of loans other loans, investments and advances in an aggregate amount not to employees exceed $500,000 on any date of determination; and (g) investments in "rabbi trusts" made by the Borrower or any Subsidiary Guarantor in connection with executive deferred compensation arrangements entered into by the Borrower or such Subsidiary Guarantor 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 Parent 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 equity or capital investments permitted pursuant to the foregoing clause (ii), together business consistent with any intercompany Indebtedness permitted pursuant to Section 11.1(l), in each case, incurred or made after the Restatement Date, shall not exceed, as of the date such Investment is made or increased, $225,000,000; (i) so long as no Default or Event of Default (including, without limitation, a Change in Control) shall have occurred and be continuing or would result therefrom, Investments by the Parent Borrower or any of its Subsidiaries (other than any investment by the Parent 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 Parent Borrower; (j) other additional investments not otherwise permitted pursuant to this Section incurred or made after the Restatement Date not to exceed, as of the date such Investment is made or increased, the greater of (A) $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) as reduced by any repayments or distributions made with respect thereto (as of such date of determination)); (k) Investments in any Subsidiary in connection with any Corporate Restructuring; and (l) the Acquisitionpast practice.

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 all such transaction, an actions described above being collectively referred to as “InvestmentInvestments”) except: (a) (i) Investments or interests existing on the Restatement Closing Date in Subsidiaries existing on the Restatement DateSubsidiaries, (ii) investments in Domestic Subsidiaries (other than Investments existing on the Restatement Date and Investments in Domestic Subsidiaries of Foreign Subsidiaries) so long as the Parent Borrower and its Subsidiaries comply with the applicable provisions of Section 9.10 and (iii) the other loans, advances and Investments existing on the Closing Date which are described on Schedule 11.3 existing on 10.3 and (iii) Investments or interests in Subsidiaries formed after the Restatement DateClosing Date and made in accordance with the terms and conditions of this Agreement (including this Section 10.3); (b) Investments in the following (such investments, “Cash Equivalents”): (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 two hundred twenty seventy (120270) 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) domestic and eurodollar certificates of deposit maturing no more than one hundred twenty eighty (120180) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United StatesStates of America, the United Kingdom or Canada, each having combined capital, surplus and undivided profits (less any undivided losses) 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 $10,000,000 150,000,000 for any one such bank, , (Div) time deposits maturing no more than thirty one hundred eighty (30180) days from the date of creation thereof with (A) commercial banks or savings banks or savings and loan associations organized under the laws of the United States or any State thereof 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 (EB) commercial banks organized under the laws of the United Kingdom or Canada satisfying the criteria described in clause (iii); provided, that the aggregate amount invested in such time deposits with commercial banks pursuant to clause (B) above shall not at any time exceed $150,000,000 for any one such bank, (v) money market funds that invest in any Investments described in items (A) through (D) abovecomply with the criteria set forth in the United States Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (iiB) Investments are rated AAA by any Foreign Subsidiary in the form Standard & Poor’s Ratings Services, a division of cash on deposit in any commercial bank up to an aggregate amount of $10,000,000The XxXxxx-Xxxx Companies, Inc. and Aaa by Xxxxx’x Investors Service, Inc. and (iiiC) Investments permitted pursuant to that certain investment policy have portfolio assets of the Parent Borrower in effect as at least $500,000,000, (vi) fully collateralized repurchase agreements with a term of the Original Closing Date and previously provided to the Administrative Agent not more than thirty (such Investments 30) days for securities described in items clause (i), (ii), ) above and entered into with a financial institution satisfying the criteria described in clause (iii) above, “Cash Equivalents”); (c) Investments by the Parent Borrower or any of its Subsidiaries in the form of Permitted Acquisitions so long as the Parent Borrower and its Subsidiaries are in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio of at least 0.25:1.00 less than 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 Parent Borrower prior to such Permitted Acquisition (such Consolidated Total Net Leverage Ratio to be 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 Subsidiary Guarantor (or the assets of which are not acquired by the either Borrower or a Subsidiary Guarantor) (x) shall not exceed $125,000,000 for any such acquisition (or series of related acquisitions) and (y) when taken together with the aggregate Permitted Acquisition Consideration for all such acquired businesses acquired after the Restatement Date pursuant to the proviso in clause (d) of the definition of “Permitted Acquisition” and this Section 11.3(c), shall not exceed $300,000,000 in the aggregate; (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 Parent 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 equity or capital investments permitted pursuant to the foregoing clause (ii), together with any intercompany Indebtedness permitted pursuant to Section 11.1(l), in each case, incurred or made after the Restatement Date, shall not exceed, as of the date such Investment is made or increased, $225,000,000; (i) so long as no Default or Event of Default (including, without limitation, a Change in Control) shall have occurred and be continuing or would result therefrom, Investments by the Parent Borrower or any of its Subsidiaries (other than any investment by the Parent 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 Parent Borrower; (j) other additional investments not otherwise permitted pursuant to this Section incurred or made after the Restatement Date not to exceed, as of the date such Investment is made or increased, the greater of (A) $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) as reduced by any repayments or distributions made with respect thereto (as of such date of determination)); (k) Investments in any Subsidiary in connection with any Corporate Restructuring; and (lvii) tax-free variable rate demand notes which are fully supported by letters of credit with a financial institution satisfying the Acquisition.criteria described in clause (iii) above;

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 (any such transaction, an “Investment”) except: (a) investments (i) Investments existing on the Restatement Date in Subsidiaries existing on the Restatement Closing Date, (ii) investments in Domestic ii)in Subsidiaries (other than Investments existing on the Restatement SRLS Entities and any Franchisees) formed or acquired after the Closing Date and Investments in Domestic Subsidiaries of Foreign Subsidiaries) so long as the Parent Borrower and its the Subsidiaries (other than the SRLS Entities and any Franchisees) comply with the all applicable provisions of this Credit Agreement (including, without limitation, Section 9.10 9.11), (iii) loans made pursuant to Section 11.1(l) hereof, and (iiiiv) the other loans, advances and Investments investments described on Schedule 11.3 existing on the Restatement 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 Xxxxx’x Investors Service, Inc.P-1 (or the equivalent thereof) or better by Moody’s, (Ciii) certificates of deposit maturing no more than one hundred twenty (120) days year from the date of creation thereof issued by (A) any of the Lenders or (B) 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 that, in each case, the aggregate amount invested in such certificates of deposit shall not at any time exceed $5,000,000 10,000,000 for any one such certificate of deposit and $10,000,000 20,000,000 for any one such bank, (D) time iv)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) repurchase agreements with a Lender or a bank or trust company or a recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States of America or (Evi) money money-market funds; provided that such money-market funds that invest in any Investments described in items shall be rated AAA- (Aor the equivalent thereof) through (D) above, (ii) Investments or better by any Foreign Subsidiary in the form of cash on deposit in any commercial bank up to an aggregate amount of $10,000,000, and (iii) Investments permitted pursuant to that certain investment policy of the Parent Borrower in effect as of the Original Closing Date and previously provided to the Administrative Agent Standard & Poor’s (such Investments investments described in items (i), ) through (ii), and (iiivi) above, “Cash Equivalents”); (c) Investments investments by the Parent Borrower or any of its Subsidiaries the Subsidiary Guarantors in the form of acquisitions of a substantially similar business or line of business (whether by the acquisition of capital stock, assets or any combination thereof) of any other Person (each, a “Permitted Acquisition”) and other loans, investments and advances by the Borrower or any of the Subsidiary Guarantors in (i) Franchisees of the Borrower or (ii) any SRLS Entities; provided, however, that the aggregate amount of all such Permitted Acquisitions permitted under this Section 11.3(c) plus the aggregate outstanding amount of all loans, investments and advances (other than Permitted Acquisitions) permitted under this Section 11.3(c) plus the aggregate outstanding amount of all Guaranty Obligations permitted under Section 11.1(k) hereunder plus the aggregate amount of all sales permitted under Section 11.5(j) hereunder shall not exceed Twenty Million Dollars ($20,000,000) in the aggregate during the term of the Credit Facility; provided further, however, that any such investment or other acquisition of equity of a Franchisee resulting in the Borrower owning one hundred percent (100%) of the assets of such Franchisee shall be excluded from the foregoing aggregate dollar limitation so long as the Parent Borrower and its Subsidiaries are in compliance on a Pro Forma Basis shall comply with a Consolidated Total Net Leverage Ratio the applicable provisions of at least 0.25:1.00 less than 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 Parent Borrower prior 9.11 with respect to such Permitted Acquisition (such Consolidated Total Net Leverage Ratio to be 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 Subsidiary Guarantor (or the assets of which are not acquired by the either Borrower or a Subsidiary Guarantor) (x) shall not exceed $125,000,000 for any such acquisition (or series of related acquisitions) and (y) when taken together with the aggregate Permitted Acquisition Consideration for all such acquired businesses acquired after the Restatement Date pursuant to the proviso in clause (d) of the definition of “Permitted Acquisition” and this Section 11.3(c), shall not exceed $300,000,000 in the aggregateFranchisee; (d) Hedging Agreements not prohibited by permitted pursuant to Section 11.1; (e) purchases of assets in the ordinary course of business; (f) Investments in the form of loans other loans, investments and advances in an aggregate amount not to employees exceed $500,000 on any date of determination; and (g) investments in “rabbi trusts” made by the Borrower or any Subsidiary Guarantor in connection with executive deferred compensation arrangements entered into by the Borrower or such Subsidiary Guarantor 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 Parent 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 equity or capital investments permitted pursuant to the foregoing clause (ii), together business consistent with any intercompany Indebtedness permitted pursuant to Section 11.1(l), in each case, incurred or made after the Restatement Date, shall not exceed, as of the date such Investment is made or increased, $225,000,000; (i) so long as no Default or Event of Default (including, without limitation, a Change in Control) shall have occurred and be continuing or would result therefrom, Investments by the Parent Borrower or any of its Subsidiaries (other than any investment by the Parent 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 Parent Borrower; (j) other additional investments not otherwise permitted pursuant to this Section incurred or made after the Restatement Date not to exceed, as of the date such Investment is made or increased, the greater of (A) $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) as reduced by any repayments or distributions made with respect thereto (as of such date of determination)); (k) Investments in any Subsidiary in connection with any Corporate Restructuring; and (l) the Acquisitionpast practice.