Common use of Restricted Investment Clause in Contracts

Restricted Investment. any Investment by Holdings, Borrower or a Subsidiary, other than (a) Investments in Subsidiaries to the extent existing on the Closing Date; (b) Investments described on Schedule 10.2.5; (c) Cash Equivalents; (d) loans and advances permitted under Section 10.2.7 (other than clause (d) thereof); (e) acquisitions of securities from account debtors in connection with the satisfaction or enforcement of Debt or claims due or owing to Borrower or any of Subsidiaries or as security for any such Debt or claim, in each case in the Ordinary Course of Business and consistent with past practice and so long as such securities are pledged to Agent for the benefit of the Lenders in accordance with the Loan Documents; (f) Investments in Wholly-Owned Domestic Subsidiaries that are Material Subsidiaries in an amount not to exceed $25,000,000 in the aggregate at any time outstanding; (g) Permitted Asset Investments by Borrower or any of its Subsidiaries; (h) Investments in Wholly-Owned Foreign Subsidiaries; provided that the amount of all such Investments does not exceed $5,000,000 in the aggregate at any time outstanding; (i) Investments in Wholly-Owned Immaterial Subsidiaries; provided that the amount of all such Investments does not exceed $10,000,000 in the aggregate at any time outstanding; (j) acquisitions by Holdings of obligations of one or more officers or other employees of Borrower and Subsidiaries in connection with such officers’ or employees’ acquisition of shares of Holdings’ common stock, so long as no cash is actually advanced by Holdings or any of Subsidiaries to such officers or employees in connection with the acquisition of any such obligations, and so long as the incurrence of such obligations complies with Applicable Law; (k) the receipt and holding of promissory notes and other non-cash consideration received in connection with any Asset Disposition permitted by Section 10.2.6; (l) investments in Borrower; (m) Investments in Hedging Agreements to the extent permitted under Section 10.2.15, (n) deposits, prepayments and other credits to suppliers made in the Ordinary Course of Business consistent with the past practices of Borrower and its Subsidiaries; (o) extensions of trade credit in the Ordinary Course of Business; (p) de minimis Investments made in Persons that are newly formed subsidiaries; (q) Investments made in the Ordinary Course of Business and resulting from pledges and deposits to the extent permitted under Section 10.2.2(r); (r) Permitted Contingent Obligations (excluding clause (h) of the definition thereof); (s) Investments of any Person in existence at the time such Person becomes a Subsidiary; provided that such Investment was not created in anticipation of such Person becoming a Subsidiary; (t) Investments (other than Investments in respect of any Subject Business) to the extent made with the proceeds of, or paid for by the issuance of, any Equity Interests by Holdings; and (u) other Investments (other than Investments in respect of any Subject Business) so long as (i) both before and after giving pro forma effect to such Investment, no Default or Event of Default shall exist and be continuing or result from such Investment and (ii) either (A) Availability exceeds the greater of (x) 20.0% of the aggregate amount of Revolver Commitments at such time or (y) $250,000,000 or (B) (x) Availability exceeds the greater of (I) 15.0% of the aggregate amount of Revolver Commitments at such time or (II) $200,000,000 and (y) the Fixed Charge Coverage Ratio as of the most recently ended Fiscal Quarter ended at least thirty days prior to the date of determination is at least 1.00:1.00.

Restricted Investment. any Investment by Holdings, a Borrower or a Subsidiary, other than (a) Investments in Subsidiaries to the extent existing on the Closing Date; (b) Investments described on Schedule 10.2.5Cash Equivalents that are subject to Agent’s Lien and control, pursuant to documentation in form and substance satisfactory to Agent; (c) Cash Equivalents; (d) loans and advances permitted under Section 10.2.7 (other than clause 10.2.7; (d) thereof)Permitted Acquisitions; (e) acquisitions Investments consisting of securities from account debtors in connection with the satisfaction accounts receivable created, acquired or enforcement of Debt or claims due or owing to Borrower or made by any of Subsidiaries or as security for any such Debt or claim, in each case Obligor in the Ordinary Course of Business and consistent with past practice and so long as such securities are pledged to Agent for the benefit of the Lenders payable or dischargeable in accordance with the Loan Documentscustomary trade terms; (f) Investments consisting of Equity Interests, obligations, securities or other Property received by any Obligor in Wholly-Owned Domestic Subsidiaries that are Material Subsidiaries in an amount not to exceed $25,000,000 in the aggregate at any time outstandingsettlement of accounts receivable from bankrupt obligors; (g) Permitted Asset Investments by Borrower or any of its Subsidiariesexisting on the Closing Date and set forth on Schedule P-1; (h) Investments received as the non-cash portion of the consideration received in Wholly-Owned Foreign Subsidiaries; provided that the amount of all such Investments does not exceed $5,000,000 in the aggregate at any time outstandingconnection with a Permitted Asset Disposition; (i) Investments in Wholly-Owned Immaterial Subsidiaries; provided that the amount of all such Investments does not exceed $10,000,000 in the aggregate at any time outstandingresulting from pledges and deposits constituting Permitted Liens; (j) acquisitions by Holdings of obligations of one or more officers or other employees of Borrower and Subsidiaries in connection with such officers’ or employees’ acquisition of shares of Holdings’ common stock, so long as no cash is actually advanced by Holdings or any of Subsidiaries to such officers or employees in connection with the acquisition of any such obligations, and so long as the incurrence of such obligations complies with Applicable Law; (k) the receipt and holding of promissory notes and other non-cash consideration received in connection with any Asset Disposition permitted by Section 10.2.6; (l) investments in Borrower; (m) Investments in Hedging Agreements to the extent permitted under Section 10.2.15, (n) deposits, prepayments and other credits to suppliers made in the Ordinary Course of Business consistent with the past practices of Borrower and its Subsidiaries; (o) extensions of trade credit in the Ordinary Course of Business; (p) de minimis Investments made in Persons that are newly formed subsidiaries; (qk) Investments made in the Ordinary Course of Business in connection with obtaining, maintaining or renewing customer contracts; (l) Investments consisting of the establishment, deposit of funds (other than proceeds of any Revolver Loans) into, and resulting from pledges investment of funds on deposit in, the Potlatch Escrow Account in accordance with the terms of the Retained Obligation Agreement (it being understood that this clause (l) shall not be deemed to be implied consent to any Asset Disposition or incurrence of Debt otherwise prohibited by the terms and deposits to the extent permitted under Section 10.2.2(rconditions of this Agreement); (r) Permitted Contingent Obligations (excluding clause (h) of the definition thereof); (s) Investments of any Person in existence at the time such Person becomes a Subsidiary; provided that such Investment was not created in anticipation of such Person becoming a Subsidiary; (t) Investments (other than Investments in respect of any Subject Business) to the extent made with the proceeds of, or paid for by the issuance of, any Equity Interests by Holdings; and (u) other Investments (other than Investments in respect of any Subject Businessm) so long as (i) both before and after giving pro forma effect to any such Investment, Modified Availability is greater than $50,000,000, and so long as no Default or Event of Default shall exist have occurred and be continuing or would result from the making of such Investment and Investment, Investments in joint ventures in which a Borrower or a Guarantor acquires or has an Equity Interest, not to exceed at any time $5,000,000, provided that such limitation shall be increased from time to time as such Borrower or Guarantor receives distributions or redemptions with respect to such an Equity Interest; (ii) either (A) Availability exceeds the greater of (x) 20.0% of the aggregate amount of Revolver Commitments at such time or (y) $250,000,000 or (B) (x) Availability exceeds the greater of (I) 15.0% of the aggregate amount of Revolver Commitments at such time or (II) $200,000,000 and (yn) the Fixed Charge Coverage Ratio as transfer by Clearwater of the most recently ended Fiscal Quarter ended at least thirty days $50,000,000 to Retainco prior to the date distribution of determination is at least 1.00:1.00Retainco by Clearwater to Potlatch, all in accordance with the Spin-Off Documents; and (o) Investments otherwise permitted by Agent in writing.

Restricted Investment. any Investment by Holdings, Borrower or a Subsidiary, other than (a) Investments in Subsidiaries to the extent existing on the Closing Date; (b) Investments described on Schedule 10.2.5; (c) Cash Equivalents; (d) loans and advances permitted under Section 10.2.7 (other than clause (d) thereof); (e) acquisitions of securities from account debtors in connection with the satisfaction or enforcement of Debt or claims due or owing to Borrower or any of Subsidiaries or as security for any such Debt or claim, in each case in the Ordinary Course of Business and consistent with past practice and so long as such securities are pledged to Agent for the benefit of the Lenders in accordance with the Loan Documents; (f) Investments in Wholly-Owned Domestic Subsidiaries that are Material Subsidiaries in an amount not to exceed $25,000,000 15,000,000 in the aggregate at any time outstanding; (g) Permitted Asset Investments by Borrower or any of its Subsidiaries; (h) Investments in Wholly-Owned Foreign Subsidiaries; provided that the amount of all such Investments does not exceed $5,000,000 in the aggregate at any time outstanding; (i) Investments in Wholly-Owned Immaterial Subsidiaries; provided that the amount of all such Investments does not exceed $10,000,000 in the aggregate at any time outstanding; (j) acquisitions by Holdings of obligations of one or more officers or other employees of Borrower and Subsidiaries in connection with such officers’ or employees’ acquisition of shares of Holdings’ common stock, so long as no cash is actually advanced by Holdings or any of Subsidiaries to such officers or employees in connection with the acquisition of any such obligations, and so long as the incurrence of such obligations complies with Applicable Law; (k) the receipt and holding of promissory notes and other non-cash consideration received in connection with any Asset Disposition permitted by Section 10.2.6; (l) investments in Borrower; (m) Investments in Hedging Agreements to the extent permitted under Section 10.2.15, (n) deposits, prepayments and other credits to suppliers made in the Ordinary Course of Business consistent with the past practices of Borrower and its Subsidiaries; (o) extensions of trade credit in the Ordinary Course of Business; (p) de minimis Investments made in Persons that are newly formed subsidiaries; (q) Investments made in the Ordinary Course of Business and resulting from pledges and deposits to the extent permitted under Section 10.2.2(r); (r) Permitted Contingent Obligations (excluding clause (h) of the definition thereof); (s) Investments of any Person in existence at the time such Person becomes a Subsidiary; provided that such Investment was not created in anticipation of such Person becoming a Subsidiary; (t) Investments (other than Investments in respect of any Subject Business) to the extent made with the proceeds of, or paid for by the issuance of, any Equity Interests by Holdings; and (u) other Investments (other than Investments in respect of any Subject Business) so long as (i) both before and after giving pro forma effect to such Investment, no Default or Event of Default shall exist and be continuing or result from such Investment and (ii) either (A) Availability exceeds the greater of (x) 20.0% of the aggregate amount of Revolver Commitments at such time or (y) $250,000,000 200,000,000 or (B) (x) Availability exceeds the greater of (I) 15.0% of the aggregate amount of Revolver Commitments at such time or (II) $200,000,000 150,000,000 and (y) the Fixed Charge Coverage Ratio as of the most recently ended Fiscal Quarter ended at least thirty days prior to the date of determination is at least 1.00:1.00.

Restricted Investment. any Investment by Holdings, Borrower or a Subsidiary, other than (a) Investments in Subsidiaries to the extent existing on the Closing Date; (b) Investments described on Schedule 10.2.5; (c) Cash Equivalents; (d) loans and advances permitted under Section 10.2.7 (other than clause (d) thereof); (e) acquisitions of securities from account debtors in connection with the satisfaction or enforcement of Debt or claims due or owing to Borrower or any of Subsidiaries or as security for any such Debt or claim, in each case in the Ordinary Course of Business and consistent with past practice and so long as such securities are pledged to Agent for the benefit of the Lenders in accordance with the Loan Documents; (f) Investments in Whollywholly-Owned owned Domestic Subsidiaries that are Material Subsidiaries in an amount not to exceed $25,000,000 15,000,000 in the aggregate at any time outstanding; (g) Permitted Asset Investments by Borrower or any of its SubsidiariesMaterial Subsidiary; (h) Investments in Whollywholly-Owned owned Foreign Subsidiaries; provided that the amount of all such Investments does not exceed $5,000,000 in the aggregate at any time outstanding; (i) Investments in Whollywholly-Owned owned Immaterial Subsidiaries; provided that the amount of all such Investments does not exceed $10,000,000 in the aggregate at any time outstanding; (j) acquisitions by Holdings of obligations of one or more officers or other employees of Borrower and Subsidiaries in connection with such officers’ or employees’ acquisition of shares of Holdings’ common stock, so long as no cash is actually advanced by Holdings or any of Subsidiaries to such officers or employees in connection with the acquisition of any such obligations, and so long as the incurrence of such obligations complies with Applicable Law; (k) the receipt and holding of promissory notes and other non-cash consideration received in connection with any Asset Disposition permitted by Section 10.2.6; (l) investments in the Borrower; (m) Investments in Hedging Agreements to the extent permitted under Section 10.2.15, (n) deposits, prepayments and other credits to suppliers made in the Ordinary Course of Business consistent with the past practices of Borrower and its Subsidiaries; (o) extensions of trade credit in the Ordinary Course of Business; (p) de minimis Investments made in Persons that are newly formed subsidiaries; (q) Investments made in the Ordinary Course of Business and resulting from pledges and deposits to the extent permitted under Section 10.2.2(r); (r) Permitted Contingent Obligations (excluding clause (h) of the definition thereof)Obligations; (s) Investments of any Person in existence at the time such Person becomes a Subsidiary; provided that such Investment was not created in anticipation of such Person becoming a Subsidiary; (t) Investments (other than Investments in respect of any Subject BusinessPermitted Asset Investments) to the extent made with the proceeds of, or paid for by the issuance of, any Equity Interests of equity issuances by Holdings; and (u) other Investments so long as, after giving effect to any such Investment, Availability is at least $150,000,000. Restrictive Agreement: an agreement (other than Investments in respect a Loan Document) that conditions or materially restricts the right of Borrower or any Subject Business) so long as (i) both before and after giving pro forma effect other Obligor to such Investmentincur or repay Borrowed Money, no Default to grant Liens on any Collateral, to modify, extend or Event of Default shall exist and be continuing renew any agreement evidencing Borrowed Money, to repay any intercompany Debt or result from such Investment and (ii) either (A) Availability exceeds the greater of (x) 20.0% of the aggregate amount of Revolver Commitments at such time to declare or (y) $250,000,000 or (B) (x) Availability exceeds the greater of (I) 15.0% of the aggregate amount of Revolver Commitments at such time or (II) $200,000,000 and (y) the Fixed Charge Coverage Ratio as of the most recently ended Fiscal Quarter ended at least thirty days prior to the date of determination is at least 1.00:1.00make Distributions.

Restricted Investment. any Investment by Holdings, a Borrower or a Subsidiary, other than (a) Investments in Subsidiaries to the extent existing on the Closing Date; (b) Investments described on Schedule 10.2.5made after the Closing Date by any Obligor in any other Obligor; (c) Cash EquivalentsInvestments made after the Closing Date by any Subsidiary that is not an Obligor in any other Subsidiary that is not an Obligor; (d) loans and advances permitted under Section 10.2.7 (other than clause (d) thereof)Investments made after the Closing Date by any Subsidiary that is not an Obligor in any Obligor; (e) acquisitions Investments made after the Closing Date by any Obligor in (i) so long as no Default or Event of securities from account debtors Default exists immediately prior to and after giving effect thereto, any Subsidiary that is not an Obligor in an aggregate amount not to exceed $1,000,000 at any one time outstanding, and (ii) any Foreign Subsidiary, so long as the Payment Conditions are satisfied with respect to each such Investment, in an amount at any time outstanding not to exceed $20,000,000 with respect to any single Foreign Subsidiary and $40,000,000 in the aggregate; (f) deposits made in the Ordinary Course of Business to secure the performance of leases, the payment of rent or other obligations permitted hereunder; (g) Bank Products permitted hereunder; (h) Investments in the form of travel advances and relocation and other loans and advances to employees for reasonable and customary business-related travel, entertainment, relocation, and analogous ordinary business purposes, and payroll advances in connection with the satisfaction or enforcement changes in payroll systems and other advances of Debt or claims due or owing payroll payments to Borrower or any of Subsidiaries or as security for any such Debt or claimemployees, in each case in the Ordinary Course of Business and consistent with past practice and so long as such securities are pledged to Agent for the benefit of the Lenders in accordance with the Loan Documents; (f) Investments in Wholly-Owned Domestic Subsidiaries that are Material Subsidiaries in an amount not to exceed $25,000,000 in the aggregate at any time outstanding; (g) Permitted Asset Investments by Borrower or any of its Subsidiaries; (h) Investments in Wholly-Owned Foreign Subsidiaries; provided that the amount of all such Investments does not exceed $5,000,000 in the aggregate at any time outstandingBusiness; (i) Investments in Wholly-Owned Immaterial Subsidiaries; provided that consisting of loans to employees to finance the amount purchase of all such Investments does not exceed $10,000,000 in Equity Interests of the aggregate at any time outstandingBorrowers pursuant to employee stock purchase plans or agreements approved by the Borrowers’ board of directors; (j) acquisitions by Holdings Investments consisting of obligations extensions of one credit to the customers of the Borrowers or more officers or other employees of Borrower and any of their Subsidiaries in connection with such officers’ the nature of accounts receivable, prepaid royalties, or employees’ acquisition of shares of Holdings’ common stocknotes receivable, so long as no cash is actually advanced by Holdings or any of Subsidiaries to such officers or employees in connection with arising from the acquisition of any such obligations, and so long as the incurrence of such obligations complies with Applicable Law; (k) the receipt and holding of promissory notes and other non-cash consideration received in connection with any Asset Disposition permitted by Section 10.2.6; (l) investments in Borrower; (m) Investments in Hedging Agreements to the extent permitted under Section 10.2.15, (n) deposits, prepayments and other credits to suppliers made in the Ordinary Course of Business consistent with the past practices of Borrower and its Subsidiaries; (o) extensions grant of trade credit or licensing activities of such Borrower or such Subsidiary, in each case in the Ordinary Course of Business; (p) de minimis Investments made in Persons that are newly formed subsidiaries; (qk) Investments made (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in 151955433_5 settlement of litigation, delinquent obligations of, and other disputes with, customers, suppliers or other Persons arising in the Ordinary Course of Business and resulting from pledges and deposits to the extent permitted under Section 10.2.2(r(including Investments received upon foreclosure of any secured customer leases or licenses); (r) Permitted Contingent Obligations (excluding clause (h) of the definition thereof); (sl) Investments of any held by a Person acquired in existence at the time such Person becomes a SubsidiaryPermitted Acquisition; provided that such Investment was not created in anticipation Investments are held by such Person or are made pursuant to a binding commitment of such Person becoming a Subsidiaryin effect as of the date of such Permitted Acquisition and not acquired or entered into in contemplation of such Permitted Acquisition; (tm) Investments received in connection with any Permitted Asset Disposition; (other than Investments in respect of any Subject Business) to the extent made with the proceeds of, or paid for by the issuance of, any Equity Interests by Holdings; and (u) other Investments (other than Investments in respect of any Subject Businessn) so long as (i) both before and after giving pro forma effect to such Investment, no Default or Event of Default shall exist exists immediately prior to and be continuing or result from such Investment after giving effect thereto, additional Investments in an aggregate amount not to exceed $1,000,000 at any one time outstanding; (o) Bank Products (p) cash and Cash Equivalents; (q) loans and advances permitted under Section 10.2.7; (r) Permitted Acquisitions; (s) Investments constituting cash collateral for the Signature Letter of Credit; and (iit) either any other Investments made in cash (Aother than Acquisitions) Availability exceeds so long as the greater of (x) 20.0% of the aggregate amount of Revolver Commitments at Payment Conditions are satisfied with respect to each such time or (y) $250,000,000 or (B) (x) Availability exceeds the greater of (I) 15.0% of the aggregate amount of Revolver Commitments at such time or (II) $200,000,000 and (y) the Fixed Charge Coverage Ratio as of the most recently ended Fiscal Quarter ended at least thirty days prior to the date of determination is at least 1.00:1.00other Investment.

Restricted Investment. any Investment by Holdings, a Borrower or a Subsidiary, other than (a) Investments in Subsidiaries to the extent existing on the Closing Date; (b) Investments described on Schedule 10.2.5Cash Equivalents that are subject to Agent’s Lien and control, pursuant to documentation in form and substance reasonably satisfactory to Agent; (c) Cash Equivalents; (d) loans and advances permitted under Section 10.2.7 (other than clause 10.2.7; (d) thereof)Permitted Acquisitions; (e) acquisitions Investments consisting of securities from account debtors in connection with the satisfaction or enforcement extensions of Debt or claims due or owing to Borrower or any of Subsidiaries or as security for any such Debt or claim, in each case credit in the Ordinary Course nature of Business and consistent with past practice and so long as such securities are pledged to Agent for accounts receivable or notes receivable arising from the benefit of the Lenders in accordance with the Loan Documents; (f) Investments in Wholly-Owned Domestic Subsidiaries that are Material Subsidiaries in an amount not to exceed $25,000,000 in the aggregate at any time outstanding; (g) Permitted Asset Investments by Borrower or any of its Subsidiaries; (h) Investments in Wholly-Owned Foreign Subsidiaries; provided that the amount of all such Investments does not exceed $5,000,000 in the aggregate at any time outstanding; (i) Investments in Wholly-Owned Immaterial Subsidiaries; provided that the amount of all such Investments does not exceed $10,000,000 in the aggregate at any time outstanding; (j) acquisitions by Holdings of obligations of one or more officers or other employees of Borrower and Subsidiaries in connection with such officers’ or employees’ acquisition of shares of Holdings’ common stock, so long as no cash is actually advanced by Holdings or any of Subsidiaries to such officers or employees in connection with the acquisition of any such obligations, and so long as the incurrence of such obligations complies with Applicable Law; (k) the receipt and holding of promissory notes and other non-cash consideration received in connection with any Asset Disposition permitted by Section 10.2.6; (l) investments in Borrower; (m) Investments in Hedging Agreements to the extent permitted under Section 10.2.15, (n) deposits, prepayments and other credits to suppliers made in the Ordinary Course of Business consistent with the past practices of Borrower and its Subsidiaries; (o) extensions grant of trade credit in the Ordinary Course of Business; (p) de minimis Business and payable or dischargeable in accordance with customary trade terms, and Investments made received in Persons that are newly formed subsidiaries; (q) Investments made satisfaction or partial satisfaction thereof from financially troubled Account Debtors and other credits to suppliers in the Ordinary Course of Business Business; provided, however, that such trade terms may include such concessionary trade terms as Parent or any such Subsidiary deems reasonable under the circumstances; (f) so long as no Event of Default exists immediately before and resulting from pledges after giving effect thereto and deposits the Agent shall have received satisfactory evidence that the Borrowers is in compliance with each of the financial covenants set forth in Section 10.3 on a pro forma basis after giving effect to the such Investment (as if such Investment were consummated on the first day of the period of measurement) as determined for last day of month most recently ended prior to such Investment (for the trailing twelve month period then-ended), all based on calculations and assumptions acceptable to the Agent, the repurchase, redemption or other acquisition or retirement of any Equity Interests of Parent held by any current or former officer, director or employee of Parent or any of its Subsidiaries pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement in an aggregate amount not to exceed $1,000,000 in any calendar year or $3,000,000 in the aggregate after March 31, 2014; (g) Investments consisting of any deferred portion of the sales price received in connection with any Permitted Disposition; (h) without duplication, Investments to the extent permitted under Section 10.2.2(r)as Debt or Contingent Obligations hereunder; (ri) Permitted Contingent Obligations (excluding clause (h) the endorsement of negotiable instruments held for collection in the definition thereof)ordinary course of business; (sj) Investments of by UK Borrower in any Person other Obligor or by US Borrower in existence at the time such Person becomes any other Obligor which is not a Subsidiary; provided that such Investment was not created in anticipation of such Person becoming a Foreign Subsidiary; (tk) Investments any other Investment (other than Investments in respect of any Subject Businessthe type set forth above) to the extent that payment for such investment is made with the proceeds ofof any equity investments in Parent by Persons who are not Obligors, the cash proceeds of which are (i) contributed directly or paid for indirectly to any Obligor or any of its Subsidiaries and (ii) used substantially contemporaneously by the issuance of, any Equity Interests by Holdingssuch Obligor or its Subsidiaries to make such Investment; (l) obligations incurred pursuant to Hedging Agreements incurred pursuant to Section 10.2.1; and (um) other Investments (other than Investments the type set forth in clauses (a) through (l) above) not to exceed $2,000,000 times the Growth Multiple. For purposes of this definition, (i) the outstanding amount of any investment shall be deemed to be the initial cost of such Investment when made, purchased or acquired (without any adjustments for subsequent increases or decreases in value), but giving effect to any repayments, interest, returns, profits, dividends, distributions, proceeds, fees, income and other amounts received or realized by the Obligors in respect of any Subject Business) so long as (i) both before and after giving pro forma effect to such Investment, no Default or Event of Default shall exist and be continuing or result from such Investment and determined without regard to any write-downs or write-offs of any investments, loans or advances in connection therewith and (ii) either (A) Availability exceeds in the greater event that any Investment meets the criteria of (x) 20.0% more than one of the aggregate amount of Revolver Commitments at categories described in clauses (a) through (m), the Obligors shall be permitted to make any such time or (y) $250,000,000 or (B) (x) Availability exceeds the greater of (I) 15.0% Investment in any manner that complies with this definition and may rely upon more than one of the aggregate amount of Revolver Commitments at such time or (II) $200,000,000 and (y) the Fixed Charge Coverage Ratio as of the most recently ended Fiscal Quarter ended at least thirty days prior to the date of determination is at least 1.00:1.00categories described above.

Restricted Investment. any Investment by Holdings, a Borrower or a Subsidiary, other than (a) (i) Investments in Subsidiaries (other than a Borrower or Guarantor) to the extent existing on the Closing Date; , (bii) Investments described consisting of intercompany loans permitted under Section 10.2.7(e) and Investments other than loans by a Borrower in another Borrower and (iii) other Investments existing on the Closing Date and set forth on Schedule 10.2.5; (cb) Cash EquivalentsEquivalents that are subject to Agent’s Lien and control, pursuant to documentation in form and substance satisfactory to Agent; (dc) loans and advances permitted under Section 10.2.7 (other than clause 10.2.7; (d) thereof)Investments pursuant to Hedging Agreements permitted hereunder; (e) acquisitions of securities from account debtors Investments received in connection with the satisfaction bankruptcy or enforcement reorganization of, or settlement of Debt or claims due or owing to Borrower or any of Subsidiaries or as security for any such Debt or claimdelinquent Accounts and disputes with, customers and suppliers, in each case in the Ordinary Course of Business and consistent Investments received in connection with past practice and so long as such securities are pledged to Agent for the benefit a Permitted Asset Disposition described in clause (e) of the Lenders in accordance with definition of the Loan Documentsterm “Permitted Asset Disposition”; (f) Investments in Wholly-Owned Domestic Subsidiaries that are Material Subsidiaries in an amount not to exceed $25,000,000 in the aggregate at any time outstanding; (g) Permitted Asset Investments by Borrower or any of its Subsidiaries; (h) Investments in Wholly-Owned Foreign Subsidiaries; provided that the amount of all such Investments does not exceed $5,000,000 in the aggregate at any time outstanding; (i) Investments in Wholly-Owned Immaterial Subsidiaries; provided that the amount of all such Investments does not exceed $10,000,000 in the aggregate at any time outstanding; (j) acquisitions by Holdings of obligations of one or more officers or other employees of Borrower and Subsidiaries in connection with such officers’ or employees’ acquisition of shares of Holdings’ common stock, so long as no cash is actually advanced by Holdings or any of Subsidiaries to such officers or employees constituting deposits made in connection with the acquisition purchase of any such obligations, and so long as the incurrence of such obligations complies with Applicable Law; (k) the receipt and holding of promissory notes and other non-cash consideration received in connection with any Asset Disposition permitted by Section 10.2.6; (l) investments in Borrower; (m) Investments in Hedging Agreements to the extent permitted under Section 10.2.15, (n) deposits, prepayments and other credits to suppliers made goods or services in the Ordinary Course of Business consistent with the past practices of Borrower and its Subsidiariesin an aggregate amount for such deposits not to exceed $625,000 at any one time; (og) extensions so long as no Default or Event of trade credit Default exists, Investments in Joint Ventures and Foreign Subsidiaries not to exceed $6,250,000 in the aggregate in any Fiscal Year; (h) so long as no Event of Default exists, other Investments not to exceed $625,000 in the aggregate; (i) the investment of funds under the terms of the Olympic Steel, Inc. Executive Deferred Compensation Plan dated effective December 1, 2004 and any other compensation plan established after the Closing Date in the Ordinary Course of Business; (pj) de minimis Investments made in Persons that are newly formed subsidiariesPermitted Acquisitions; (qk) Investments made formation, creation or acquisition of one or more Subsidiaries after the Closing Date in the Ordinary Course of Business accordance with Section 10.1.9 that become Borrowers hereunder and resulting from pledges and deposits to the extent permitted under Section 10.2.2(r); (rl) Permitted Contingent Obligations (excluding clause (h) of the definition thereof); (s) Investments of any Person in existence at the time such Person becomes a Subsidiary; provided that such other Investment was not created in anticipation of such Person becoming a Subsidiary; (t) Investments (other than Investments in respect of any Subject Businessan Acquisition) to the extent made with the proceeds of, or paid for by the issuance of, any Equity Interests by Holdings; and (u) other Investments (other than Investments in respect of any Subject Business) so as long as (i) both immediately before and after giving pro forma effect to such Investment, no Default or Event of Default shall exist and be continuing or result from such Investment and (ii) either (A) both actual and pro forma, respectively, Availability is equal to or exceeds the greater of (x) 20.020% of the aggregate amount of Revolver Commitments at such time then in effect or (yB)(i) $250,000,000 both actual and pro forma, respectively, Availability is equal to or (B) (x) Availability exceeds the greater of (I) 15.012.5% of the aggregate amount of Revolver Commitments at such time or (II) $200,000,000 then in effect and (yii) immediately after giving effect to such Investment, the Fixed Charge Coverage Ratio as of (recomputed for the most recently ended Fiscal Quarter ended at least thirty days prior to the date of determination recent month for which financial statements have been delivered) is at least 1.00:1.001.00 to 1.00 for the period of twelve fiscal months then most recently ended; and Agent shall have received a certificate, in form and substance satisfactory to Agent, from a knowledgeable Senior Officer of Borrower Agent, certifying (and showing the calculations therefor in reasonable detail and, in the case of demonstrating compliance with subclause (B)(ii), a pro forma Compliance Certificate, in form and substance satisfactory to Agent) compliance with the requirements of this clause (l). In valuing any Investments for the purpose of applying the limitations set forth in any of the foregoing clauses of this definition (except as otherwise expressly provided herein), such Investment shall be taken at the original cost thereof, without allowance for any subsequent write-offs or appreciation or depreciation, but less any amount repaid or recovered on account of capital or principal.

Restricted Investment. any Investment by Holdings, a Borrower or a Subsidiary, other than (a) Investments in Subsidiaries to the extent existing on the Closing Date; (b) Investments described on Schedule 10.2.5Cash Equivalents that are subject to Agent’s Lien and control, pursuant to documentation in form and substance reasonably satisfactory to Agent; (c) Cash Equivalents; (d) loans and advances permitted under Section 10.2.7 (other than clause 10.2.7; (d) thereof)Permitted Acquisitions; (e) acquisitions Investments consisting of securities from account debtors in connection with the satisfaction or enforcement extensions of Debt or claims due or owing to Borrower or any of Subsidiaries or as security for any such Debt or claim, in each case credit in the Ordinary Course nature of Business and consistent with past practice and so long as such securities are pledged to Agent for accounts receivable or notes receivable arising from the benefit of the Lenders in accordance with the Loan Documents; (f) Investments in Wholly-Owned Domestic Subsidiaries that are Material Subsidiaries in an amount not to exceed $25,000,000 in the aggregate at any time outstanding; (g) Permitted Asset Investments by Borrower or any of its Subsidiaries; (h) Investments in Wholly-Owned Foreign Subsidiaries; provided that the amount of all such Investments does not exceed $5,000,000 in the aggregate at any time outstanding; (i) Investments in Wholly-Owned Immaterial Subsidiaries; provided that the amount of all such Investments does not exceed $10,000,000 in the aggregate at any time outstanding; (j) acquisitions by Holdings of obligations of one or more officers or other employees of Borrower and Subsidiaries in connection with such officers’ or employees’ acquisition of shares of Holdings’ common stock, so long as no cash is actually advanced by Holdings or any of Subsidiaries to such officers or employees in connection with the acquisition of any such obligations, and so long as the incurrence of such obligations complies with Applicable Law; (k) the receipt and holding of promissory notes and other non-cash consideration received in connection with any Asset Disposition permitted by Section 10.2.6; (l) investments in Borrower; (m) Investments in Hedging Agreements to the extent permitted under Section 10.2.15, (n) deposits, prepayments and other credits to suppliers made in the Ordinary Course of Business consistent with the past practices of Borrower and its Subsidiaries; (o) extensions grant of trade credit in the Ordinary Course of Business; (p) de minimis Business and payable or dischargeable in accordance with customary trade terms, and Investments made received in Persons that are newly formed subsidiaries; (q) Investments made satisfaction or partial satisfaction thereof from financially troubled Account Debtors and other credits to suppliers in the Ordinary Course of Business Business; provided, however, that such trade terms may include such concessionary trade terms as Parent or any such Subsidiary deems reasonable under the circumstances; (f) so long as no Event of Default exists immediately before and resulting from pledges after giving effect thereto and deposits the Agent shall have received satisfactory evidence that the Borrowers is in compliance with each of the financial covenants set forth in Section 10.3 on a pro forma basis after giving effect to the such Investment (as if such Investment were consummated on the first day of the period of measurement) as determined for last day of month most recently ended prior to such Investment (for the trailing twelve month period then-ended), all based on calculations and assumptions acceptable to the Agent, the repurchase, redemption or other acquisition or retirement of any Equity Interests of Parent held by any current or former officer, director or employee of Parent or any of its Subsidiaries pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement in an aggregate amount not to exceed $1,000,000 in any calendar year or $3,000,000 in the aggregate after March 31, 2014; (g) Investments consisting of any deferred portion of the sales price received in connection with any Permitted Disposition; (h) without duplication, Investments to the extent permitted under Section 10.2.2(r)as Indebtedness or Contingent Obligations hereunder; (ri) Permitted Contingent Obligations (excluding clause (h) the endorsement of negotiable instruments held for collection in the definition thereof)ordinary course of business; (sj) Investments of by UK Borrower in any Person other Obligor or by US Borrower in existence at the time such Person becomes any other Obligor which is not a Subsidiary; provided that such Investment was not created in anticipation of such Person becoming a Foreign Subsidiary; (tk) Investments any other Investment (other than Investments in respect of any Subject Businessthe type set forth above) to the extent that payment for such investment is made with the proceeds ofof any equity investments in Parent by Persons who are not Obligors, the cash proceeds of which are (i) contributed directly or paid for indirectly to any Obligor or any of its Subsidiaries and (ii) used substantially contemporaneously by the issuance of, any Equity Interests by Holdingssuch Obligor or its Subsidiaries to make such Investment; and (ul) other Investments (other than Investments the type set forth in respect of clauses (a) through (k) above) not to exceed $2,000,000 at any Subject Business) so long as (i) both before and after giving pro forma effect to such Investment, no Default or Event of Default shall exist and be continuing or result from such Investment and (ii) either (A) Availability exceeds the greater of (x) 20.0% of the aggregate amount of Revolver Commitments at such time or (y) $250,000,000 or (B) (x) Availability exceeds the greater of (I) 15.0% of the aggregate amount of Revolver Commitments at such time or (II) $200,000,000 and (y) the Fixed Charge Coverage Ratio as of the most recently ended Fiscal Quarter ended at least thirty days prior to the date of determination is at least 1.00:1.00time.

Restricted Investment. any Investment by Holdings, a Borrower or a Subsidiary, other than (a) Investments in Subsidiaries to the extent existing on the Closing DateDate and disclosed in writing to Lender on Schedule 10.2.5 to the Disclosure Letter and any modification, replacement, renewal or extension thereof to the extent not involving any additional investment; (b) Investments described on Schedule 10.2.5Cash Equivalents that are subject to Agent’s Lien and control, pursuant to documentation in form and substance reasonably satisfactory to Agent; (c) Cash Equivalents; (d) loans and advances permitted under Section 10.2.7 (other than clause 10.2.7; (d) thereof)Permitted Acquisitions; (e) acquisitions investments consisting of securities from account debtors in connection with the satisfaction or enforcement of Debt or claims due or owing to Borrower or any of Subsidiaries or as security for any such Debt or claim, in each case (i) travel advances and employee relocation loans and other employee loans and advances in the Ordinary Course of Business and consistent with past practice and so long as such (ii) loans to employees, officers or directors relating to the purchase of equity securities are pledged of Borrower or its Subsidiaries pursuant to Agent for employee stock purchase plans or agreements approved by the benefit Borrower’s board of the Lenders in accordance with the Loan Documentsdirectors; (f) Investments in Wholly-Owned Domestic Subsidiaries that are Material Subsidiaries in an amount not to exceed $25,000,000 in the aggregate at any time outstanding; (gincluding debt obligations) Permitted Asset Investments by Borrower or any of its Subsidiaries; (h) Investments in Wholly-Owned Foreign Subsidiaries; provided that the amount of all such Investments does not exceed $5,000,000 in the aggregate at any time outstanding; (i) Investments in Wholly-Owned Immaterial Subsidiaries; provided that the amount of all such Investments does not exceed $10,000,000 in the aggregate at any time outstanding; (j) acquisitions by Holdings of obligations of one or more officers or other employees of Borrower and Subsidiaries in connection with such officers’ or employees’ acquisition of shares of Holdings’ common stock, so long as no cash is actually advanced by Holdings or any of Subsidiaries to such officers or employees received in connection with the acquisition bankruptcy or reorganization of any such obligationscustomers or suppliers and in settlement of delinquent obligations of, and so long as the incurrence of such obligations complies with Applicable Law; (k) the receipt and holding of promissory notes and other non-cash consideration received in connection with any Asset Disposition permitted by Section 10.2.6; (l) investments in Borrower; (m) Investments in Hedging Agreements to the extent permitted under Section 10.2.15disputes with, (n) deposits, prepayments and other credits to customers or suppliers made in the Ordinary Course of Business consistent with the past practices of Borrower and its Subsidiaries; (o) extensions of trade credit arising in the Ordinary Course of Business; (p) de minimis Investments made in Persons that are newly formed subsidiaries; (qg) Investments made consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in the Ordinary Course of Business Business; (h) Investments in Subsidiaries that are Obligors; (i) Investments in Subsidiaries that are not Obligors; provided, that with respect to each such Investment made under this clause (i) the Payment Conditions are satisfied; (j) Investments by Subsidiaries that are not Obligors in other Subsidiaries that are not Obligors; (k) any other Investment made in cash; provided, that with respect to each such Investment made under this clause (k) the Payment Conditions are satisfied; and resulting from pledges and deposits (l) Investments to the extent permitted under Section 10.2.2(r); (r) Permitted Contingent Obligations (excluding clause (h) of the definition thereof); (s) Investments of any Person they are held in existence at the time such Person becomes Deposit Accounts or Securities Accounts in which Agent has a Subsidiary; provided that such Investment was not created in anticipation of such Person becoming a Subsidiary; (t) Investments (other than Investments in respect of any Subject Business) to the extent made with the proceeds of, or paid for by the issuance of, any Equity Interests by Holdings; and (u) other Investments (other than Investments in respect of any Subject Business) so long as (i) both before and after giving pro forma effect to such Investment, no Default or Event of Default shall exist and be continuing or result from such Investment and (ii) either (A) Availability exceeds the greater of (x) 20.0% of the aggregate amount of Revolver Commitments at such time or (y) $250,000,000 or (B) (x) Availability exceeds the greater of (I) 15.0% of the aggregate amount of Revolver Commitments at such time or (II) $200,000,000 and (y) the Fixed Charge Coverage Ratio as of the most recently ended Fiscal Quarter ended at least thirty days prior to the date of determination is at least 1.00:1.00perfected first priority Lien.

Restricted Investment. any Investment by Holdings, a Borrower or a Subsidiary, other than (a) Investments in Subsidiaries to the extent existing on the Closing Date; (b) Investments described on Schedule 10.2.5Cash Equivalents that are subject to Agent’s Lien and control, pursuant to documentation in form and substance reasonably satisfactory to Agent; (c) Cash Equivalents; (d) loans and advances permitted under Section 10.2.7 (other than clause 10.2.7; (d) thereof)Permitted Acquisitions; (e) acquisitions Investments consisting of securities from account debtors in connection with the satisfaction or enforcement extensions of Debt or claims due or owing to Borrower or any of Subsidiaries or as security for any such Debt or claim, in each case credit in the Ordinary Course nature of Business and consistent with past practice and so long as such securities are pledged to Agent for accounts receivable or notes receivable arising from the benefit of the Lenders in accordance with the Loan Documents; (f) Investments in Wholly-Owned Domestic Subsidiaries that are Material Subsidiaries in an amount not to exceed $25,000,000 in the aggregate at any time outstanding; (g) Permitted Asset Investments by Borrower or any of its Subsidiaries; (h) Investments in Wholly-Owned Foreign Subsidiaries; provided that the amount of all such Investments does not exceed $5,000,000 in the aggregate at any time outstanding; (i) Investments in Wholly-Owned Immaterial Subsidiaries; provided that the amount of all such Investments does not exceed $10,000,000 in the aggregate at any time outstanding; (j) acquisitions by Holdings of obligations of one or more officers or other employees of Borrower and Subsidiaries in connection with such officers’ or employees’ acquisition of shares of Holdings’ common stock, so long as no cash is actually advanced by Holdings or any of Subsidiaries to such officers or employees in connection with the acquisition of any such obligations, and so long as the incurrence of such obligations complies with Applicable Law; (k) the receipt and holding of promissory notes and other non-cash consideration received in connection with any Asset Disposition permitted by Section 10.2.6; (l) investments in Borrower; (m) Investments in Hedging Agreements to the extent permitted under Section 10.2.15, (n) deposits, prepayments and other credits to suppliers made in the Ordinary Course of Business consistent with the past practices of Borrower and its Subsidiaries; (o) extensions grant of trade credit in the Ordinary Course of Business; (p) de minimis Business and payable or dischargeable in accordance with customary trade terms, and Investments made received in Persons that are newly formed subsidiaries; (q) Investments made satisfaction or partial satisfaction thereof from financially troubled Account Debtors and other credits to suppliers in the Ordinary Course of Business Business; provided, however, that such trade terms may include such concessionary trade terms as Parent or any such Subsidiary deems reasonable under the circumstances; (f) so long as no Event of Default exists immediately before and resulting from pledges after giving effect thereto and deposits the Agent shall have received satisfactory evidence that the Borrowers is in compliance with each of the financial covenants set forth in Section 10.3 on a pro forma basis after giving effect to the such Investment (as if such Investment were consummated on the first day of the period of measurement) as determined for last day of month most recently ended prior to such Investment (for the trailing twelve month period then-ended), all based on calculations and assumptions acceptable to the Agent, the repurchase, redemption or other acquisition or retirement of any Equity Interests of Parent held by any current or former officer, director or employee of Parent or any of its Subsidiaries pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement in an aggregate amount not to exceed $1,000,000 in any calendar year or $3,000,000 in the aggregate after March 31, 2014; (g) Investments consisting of any deferred portion of the sales price received in connection with any Permitted Disposition; (h) without duplication, Investments to the extent permitted under Section 10.2.2(r)as Debt or Contingent Obligations hereunder; (ri) Permitted Contingent Obligations (excluding clause (h) the endorsement of negotiable instruments held for collection in the definition thereof)ordinary course of business; (sj) Investments of by UK Borrower in any Person other Obligor or by US Borrower in existence at the time such Person becomes any other Obligor which is not a Subsidiary; provided that such Investment was not created in anticipation of such Person becoming a Foreign Subsidiary; (tk) Investments any other Investment (other than Investments in respect of any Subject Businessthe type set forth above) to the extent that payment for such investment is made with the proceeds ofof any equity investments in Parent by Persons who are not Obligors, the cash proceeds of which are (i) contributed directly or paid for indirectly to any Obligor or any of its Subsidiaries and (ii) used substantially contemporaneously by the issuance of, any Equity Interests by Holdingssuch Obligor or its Subsidiaries to make such Investment; (l) obligations incurred pursuant to Hedging Agreements incurred pursuant to Section 10.2.1; and (um) other Investments (other than Investments the type set forth in clauses (a) through (l) above) not to exceed $2,000,000 times the Growth Multiple. For purposes of this definition, (i) the outstanding amount of any investment shall be deemed to be the initial cost of such Investment when made, purchased or acquired (without any adjustments for subsequent increases or decreases in value), but giving effect to any repayments, interest, returns, profits, dividends, distributions, proceeds, fees, income and other amounts received or realized by the Obligors in respect of any Subject Business) so long as (i) both before and after giving pro forma effect to such Investment, no Default or Event of Default shall exist and be continuing or result from such Investment and determined without regard to any write-downs or write-offs of any investments, loans or advances in connection therewith and (ii) either (A) Availability exceeds in the greater event that any Investment meets the criteria of (x) 20.0% more than one of the aggregate amount of Revolver Commitments at categories described in clauses (a) through (m), the Obligors shall be permitted to make any such time or (y) $250,000,000 or (B) (x) Availability exceeds the greater of (I) 15.0% Investment in any manner that complies with this definition and may rely upon more than one of the aggregate amount categories described above. Restrictive Agreement: an agreement (other than a Loan Document) that conditions or restricts the right of Revolver Commitments at such time any Borrower, Subsidiary or (II) $200,000,000 other Obligor to incur or repay Borrowed Money, to grant Liens on any assets, to declare or make Distributions, to modify, extend or renew any agreement evidencing Borrowed Money, or to repay any intercompany Debt. Royalties: all royalties, fees, expense reimbursement and (y) the Fixed Charge Coverage Ratio as of the most recently ended Fiscal Quarter ended at least thirty days prior to the date of determination is at least 1.00:1.00other amounts payable by any Obligor or its respective Subsidiaries under a License.

Restricted Investment. any Investment by Holdings, a Borrower or a Subsidiary, other than (a) Investments in Subsidiaries to the extent existing (i) which Investments are in existence on the Closing Date, and (ii) that are Borrowers or Guarantors; (b) Investments described on Schedule 10.2.5Cash Equivalents that are subject to Lender’s Lien and control, pursuant to documentation in form and substance satisfactory to Lender; (c) Cash EquivalentsReserved; (d) loans and advances permitted under Section 10.2.7 (other than clause (d) thereof)Permitted Acquisitions; (e) acquisitions of securities from account debtors in connection with the satisfaction or enforcement of Debt or claims due or owing to Borrower or any of Subsidiaries or as security for any such Debt or claim, in each case in the Ordinary Course of Business and consistent with past practice and so long as such securities are pledged to Agent for the benefit Investments consisting of the Lenders in accordance with the Loan Documents; (f) Investments in Wholly-Owned Domestic Subsidiaries that are Material Subsidiaries in an amount not to exceed $25,000,000 in the aggregate at any time outstanding; (g) Permitted Asset Investments by Borrower endorsement of negotiable instruments for deposit or any of its Subsidiaries; (h) Investments in Wholly-Owned Foreign Subsidiaries; provided that the amount of all such Investments does not exceed $5,000,000 in the aggregate at any time outstanding; (i) Investments in Wholly-Owned Immaterial Subsidiaries; provided that the amount of all such Investments does not exceed $10,000,000 in the aggregate at any time outstanding; (j) acquisitions by Holdings of obligations of one collection or more officers or other employees of Borrower and Subsidiaries in connection with such officers’ or employees’ acquisition of shares of Holdings’ common stock, so long as no cash is actually advanced by Holdings or any of Subsidiaries to such officers or employees in connection with the acquisition of any such obligations, and so long as the incurrence of such obligations complies with Applicable Law; (k) the receipt and holding of promissory notes and other non-cash consideration received in connection with any Asset Disposition permitted by Section 10.2.6; (l) investments in Borrower; (m) Investments in Hedging Agreements to the extent permitted under Section 10.2.15, (n) deposits, prepayments and other credits to suppliers made in the Ordinary Course of Business consistent with the past practices of Borrower and its Subsidiaries; (o) extensions of trade credit similar transactions in the Ordinary Course of Business; (pf) de minimis Investments made in Persons that are newly formed subsidiariesconsisting of deposit and investment accounts; (qg) Investments made accepted in connection with a Disposition not prohibited by Section 10.2.6; (h) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the Ordinary Course of Business; (i) Investments consisting of hedging arrangements not otherwise prohibited hereunder; (j) Investments in an aggregate amount not to exceed $2,500,000 per Fiscal Year, consisting of (x) travel advances and employee relocation loans and other employee loans and advances in the Ordinary Course of Business, and (y) loans to employees, officers or directors relating to the purchase of Equity Interests of Borrower or its Subsidiaries pursuant to employee stock purchase plans or agreements approved by Borrower’s board of directors; (k) to the extent constituting an Investment, Investments consisting of “transfer pricing,” “cost plus” arrangements in the Ordinary Course of Business and resulting from pledges and deposits to the extent permitted under Section 10.2.2(r); (r) Permitted Contingent Obligations (excluding clause (h) of the definition thereof); (s) Investments of any Person by Borrower in existence at the time such Person becomes a Subsidiary; provided that such Investment was not created in anticipation of such Person becoming a Subsidiary; (t) Investments its wholly owned Foreign Subsidiaries (other than directors’ qualifying shares or other similar shares as required by applicable law), for operating expenses, provided that the amount charged to Borrower and the other terms of such arrangements are upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a nonaffiliated Person; (l) Investments consisting of loans and advances to Borrower’s wholly owned Foreign Subsidiaries in respect of an aggregate amount not to exceed $500,000 in any Subject Business) to the extent made with the proceeds of, or paid for by the issuance of, any Equity Interests by HoldingsFiscal Year; and (um) any other Investments (other than Investments Investment made in respect of any Subject Business) cash so long as (i) both before and after giving pro forma effect the Payment Conditions are satisfied with respect to each such Investment, no Default or Event of Default shall exist and be continuing or result from such Investment and (ii) either (A) Availability exceeds the greater of (x) 20.0% of the aggregate amount of Revolver Commitments at such time or (y) $250,000,000 or (B) (x) Availability exceeds the greater of (I) 15.0% of the aggregate amount of Revolver Commitments at such time or (II) $200,000,000 and (y) the Fixed Charge Coverage Ratio as of the most recently ended Fiscal Quarter ended at least thirty days prior to the date of determination is at least 1.00:1.00.