Common use of Restrictions on Investments Clause in Contracts

Restrictions on Investments. None of the Borrowers will, nor will permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in or by: (a) cash equivalents or short-term marketable securities; (b) intercompany Indebtedness permitted by §9.1(g); (c) Investments existing on the Effective Date and listed on Schedule 9.3 hereto; (d) Investments consisting of (1) loans and advances to employees (i) for moving, entertainment, travel and other similar expenses in the ordinary course of business, (ii) for any other purpose, with such Investments under this clause (ii) not to exceed (x) $3,000,000 in the aggregate principal amount at any time outstanding and (y) $1,000,000 in the aggregate principal amount at any time outstanding to any single employee and (2) amounts held in accounts under deferred compensation plans of the Borrowers where investments are directed by employees; (e) trade credit extended on usual and customary terms in the ordinary course of business; (i) Investments by any Borrower or any other Guarantor in any other Borrower or other Guarantor or any Subsidiary of BGI in BGI and (ii) to the extent not otherwise permitted by clause (i) hereof, Investments by BGI or any Borrower or any Guarantor in any Subsidiary of BGI which is not a Borrower or a Guarantor or by any Subsidiary of BGI which is not a Borrower or Guarantor in another Subsidiary of BGI which is not a Borrower or Guarantor; provided that (A) no Default or Event of Default has occurred and is continuing or would result therefrom, and (B) such Investments or series of related Investments shall not exceed $3,000,000 in the aggregate; (g) Acquisitions; provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, and (ii) such Acquisition is permitted under §9.6; (h) guarantees of any obligations of landlords of a Borrower to the extent that the obligations relate to funds arranged by a Borrower and used to finance or refinance any stores of a Borrower and such funds are intended to be repaid through lease payments of a Borrower; (i) Investments in respect of Hedging Agreements entered into for hedging purposes only and not for speculation; provided that nothing in this §9.3(i) shall be deemed to prohibit equity hedging arrangements that constitute Restricted Payments permitted pursuant to §9.4; (j) Investments constituting guarantees by BGI and its Subsidiaries under the Second Lien Loan Facility; (k) other Investments not exceeding $2,000,000 in the aggregate during the term of this Agreement; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; (l) guaranties permitted by §9.1; and (m) Investments (other than those Investments set forth in clauses (a) through (l) above); provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) BGI delivers to the Lenders at least three (3) Business Days before the date on which it or any of its Subsidiaries agrees to or consummates such Investment a certificate of the principal financial or accounting officer of the Borrowers certifying as accurate and complete the monthly pro forma financial projections attached thereto and demonstrating (x) immediately before and after giving effect to such Investment and on a projected basis for the twelve (12) months after giving effect to such Investment, Excess Availability would be greater than twenty-five percent (25%) of the lesser of (A) the Aggregate Borrowing Base and (B) the Total Commitment and (y) the pro forma Fixed Charge Coverage Ratio for the twelve (12) month period then ended is greater than 1.20:1.00, in form and substance satisfactory to the Administrative Agent, based on reasonable projections of the financial performance of the Borrowers and (iii) BGI shall deliver a certificate of an Authorized Officer of the Borrowers dated as of the date of such Investment as to the solvency of BGI and its Subsidiaries on a consolidated basis following the consummation of such Investment and in form and substance satisfactory to the Administrative Agent.

Restrictions on Investments. None of the Borrowers willEach Borrower will not, nor and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in or by:the following (each of which categories shall be interpreted as being separately permitted, notwithstanding any overlap among such categories): (a) cash equivalents marketable direct or shortguaranteed obligations of the United States of America or any state or city therein, in each case that mature within two (2) years from the date of purchase by Xxxxxx US; provided that such obligations of any such state or city shall have a long-term marketable securitiescredit rating of not less than "A" by Xxxxx'x Investors Service, Inc. and Standard & Poors Ratings Services; (b) intercompany Indebtedness permitted Investments made in accordance with the Investment Policy adopted by §9.1(g)Xxxxxx US's Board of Directors as in effect on the date hereof, a copy of which has been furnished to the Bank; (c) Investments in Foreign Subsidiaries in accordance with the following: (i) if the Senior Funded Debt to EBITDA Ratio is less than or equal to 3.5:1.0, there shall be no limitation on the amount of such Investments; (ii) if the Senior Funded Debt to EBITDA Ratio is greater than 3.5:1.0, and Domestic Net Assets are equal to or greater than $120,000,000, the maximum amount of such Investments (including any Investments of the kind described in Sections 8.1(f) and 8.3(f)) at any one time shall be $75,000,000; and (iii) if the Senior Funded Debt to EBITDA Ratio is greater than 3.5:1.0, and Domestic Net Assets are less than $120,000,000, the maximum amount of such Investments (including any Investments of the kind described in Sections 8.1(f) and 8,3(f)) at any one time shall be $50,000,000. (d) [intentionally omitted]; (e) Investments existing on the Effective Date date hereof (including existing Investments in the Foreign Subsidiaries and Joint Ventures) and listed on Schedule 9.3 8.3 hereto; (df) Investments with respect to Indebtedness permitted by §8.1(f); (g) (i) Investments by the Guarantors consisting of the Guaranty, (ii) Investments by any Subsidiary in Xxxxxx US, (iii) Investments by Xxxxxx US in any Guarantor, and (iv) Investments in World Properties not to exceed $750,000 at any time outstanding; (h) Investments in Joint Ventures in accordance with the following: (i) if the Senior Funded Debt to EBITDA Ratio is less than or equal to 3.5:1.0, there shall be no limitation on the amount of such Investments; (ii) if the Senior Funded Debt to EBITDA Ratio is greater than 3.5:1.0, and Domestic Net Assets are equal to or greater than $120,000,000, the maximum amount of such Investments at any one time shall be $40,000,000; and (iii) if the Senior Funded Debt to EBITDA Ratio is greater than 3.5:1.0, and Domestic Net Assets are less than $120,000,000, the maximum amount of such Investments at any one time shall be $30,000,000. (i) Investments in respect of Guarantied JV/Foreign Indebtedness permitted by §8.1(i); (j) Investments in respect of guaranties by Xxxxxx US or any of its Domestic Subsidiaries of contractual obligations (not constituting Indebtedness) of Foreign Subsidiaries or Joint Ventures requiring payments in any fiscal year in excess of $500,000 ("Material JV/Foreign Contracts"); provided that the aggregate amount of required payments under all such guarantied Material JV/Foreign Contracts shall not exceed $5,000,000 in any fiscal year of Xxxxxx US; (k) Investments consisting of promissory notes received as proceeds of asset dispositions permitted by §8.5.2; (1l) Investments consisting of loans and advances to employees (i) or former employees for moving, entertainment, travel and other similar expenses in the ordinary course of business, (ii) for any other purpose, with such Investments under this clause (ii) business not to exceed (x) $3,000,000 1,500,000 in the aggregate principal amount at any time outstanding and (y) $1,000,000 in the aggregate principal amount at any time outstanding to any single employee and (2) amounts held in accounts under deferred compensation plans of the Borrowers where investments are directed by employeesoutstanding; (e) trade credit extended on usual and customary terms in the ordinary course of business; (i) Investments by any Borrower or any other Guarantor in any other Borrower or other Guarantor or any Subsidiary of BGI in BGI and (ii) to the extent not otherwise permitted by clause (i) hereof, Investments by BGI or any Borrower or any Guarantor in any Subsidiary of BGI which is not a Borrower or a Guarantor or by any Subsidiary of BGI which is not a Borrower or Guarantor in another Subsidiary of BGI which is not a Borrower or Guarantor; provided that (A) no Default or Event of Default has occurred and is continuing or would result therefrom, and (B) such Investments or series of related Investments shall not exceed $3,000,000 in the aggregate; (g) Acquisitions; provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, and (ii) such Acquisition is permitted under §9.6; (h) guarantees of any obligations of landlords of a Borrower to the extent that the obligations relate to funds arranged by a Borrower and used to finance or refinance any stores of a Borrower and such funds are intended to be repaid through lease payments of a Borrower; (im) Investments in respect of Hedging Agreements entered into for hedging purposes only mergers, consolidations and not for speculation; provided that nothing in this §9.3(i) shall be deemed to prohibit equity hedging arrangements that constitute Restricted Payments permitted pursuant to §9.4; (j) Investments constituting guarantees by BGI and its Subsidiaries under the Second Lien Loan Facility; (k) other Investments not exceeding $2,000,000 in the aggregate during the term of this Agreement; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; (l) guaranties acquisitions permitted by §9.18.5.1; and (mn) Investments (other than those Investments set forth in as permitted by clauses (a) through (lm) above); provided that (i) no Default the aggregate amount of all such Investments shall not exceed $750,000 at any time outstanding. For the avoidance of doubt, the foregoing restrictions shall not apply to investments made by any Guaranteed Pension Plan or Event of Default has occurred and is continuing Multiemployer Plan or would result therefrom, (ii) BGI delivers to the Lenders at least three (3) Business Days before the date on which it or any of its Subsidiaries agrees to or consummates such Investment a certificate of the principal financial or accounting officer of the Borrowers certifying as accurate and complete the monthly pro forma financial projections attached thereto and demonstrating (x) immediately before and after giving effect to such Investment and on a projected basis so-called "Rabbi Trust" established for the twelve benefit of directors or executives of Xxxxxx US (12) months after giving effect to such Investment, Excess Availability would be greater than twenty-five percent (25%) of the lesser of (A) the Aggregate Borrowing Base and (B) the Total Commitment and (y) the pro forma Fixed Charge Coverage Ratio for the twelve (12) month period then ended is greater than 1.20:1.00, in form and substance satisfactory to the Administrative Agent, based on reasonable projections of the financial performance of the Borrowers and (iii) BGI shall deliver a certificate of an Authorized Officer of the Borrowers dated as of the date of such Investment as to the solvency of BGI and its Subsidiaries on a consolidated basis following the consummation of such Investment and in form and substance satisfactory to the Administrative Agentor former executives or directors).

Restrictions on Investments. None of the Borrowers willIt will not, nor and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in or byexcept: (a) cash equivalents Investments in marketable direct or short-term marketable securitiesguaranteed obligations of the United States of America or Japan that mature within one (1) year from the date of purchase; (b) intercompany Indebtedness permitted by §9.1(g)Investments in demand deposits, certificates of deposit, bankers acceptances and time deposits of United States or Japanese banks having total assets in excess of $1,000,000,000; (c) Investments in securities commonly known as “commercial paper” issued by a corporation organized and existing under the laws of Japan or the United States of America or any state thereof that at the time of purchase have been rated and the ratings for which are not less than “P 1” if rated by Xxxxx’x, and not less than “A 1” if rated by S&P; (d) Investments existing on the Effective Date date hereof and listed on Schedule 9.3 hereto; (de) (i) Investments by and between the Guarantor and the Borrower, (ii) Investments consisting of guaranties of Indebtedness of CAI Rail or Logistics Indebtedness permitted under Section 9.1; (1iii) loans and advances to employees (i) for moving, entertainment, travel and Investments by any Subsidiary of the Guarantor who is not the Borrower in any other similar expenses in Subsidiary of the ordinary course of businessGuarantor who is not the Borrower, (iiiv) for Investments by the Borrower and/or the Guarantor in CAI Rail, and (v) Investments by the Borrower and/or the Guarantor in any Subsidiary of the Guarantor (other purposethan the Borrower or CAI Rail), with including without limitation any Excluded Subsidiary; provided that the aggregate amount of such Investments under this clause (iiiv) does not to exceed exceed, as of any date of determination, the greater of (x) $3,000,000 in the aggregate principal amount at any time outstanding 60,000,000 and (y) $1,000,000 in the aggregate principal amount at any time outstanding to any single employee and (2) amounts held in accounts under deferred compensation plans product of the Borrowers where investments are directed by employees; (e) trade credit extended on usual and customary terms in the ordinary course of business; (i) Investments by any Borrower or any other Guarantor in any other Borrower or other Guarantor or any Subsidiary of BGI in BGI and (ii) to the extent not otherwise permitted by clause (i) hereof, Investments by BGI or any Borrower or any Guarantor in any Subsidiary of BGI which is not a Borrower or a Guarantor or by any Subsidiary of BGI which is not a Borrower or Guarantor in another Subsidiary of BGI which is not a Borrower or Guarantor; provided that (A) no Default or Event of Default has occurred and is continuing or would result therefrom, and (B) such Investments or series of related Investments shall not exceed $3,000,000 in the aggregate; (g) Acquisitions; provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, and (ii) such Acquisition is permitted under §9.6; (h) guarantees of any obligations of landlords of a Borrower to the extent that the obligations relate to funds arranged by a Borrower and used to finance or refinance any stores of a Borrower and such funds are intended to be repaid through lease payments of a Borrower; (i) Investments in respect of Hedging Agreements entered into for hedging purposes only and not for speculation; provided that nothing in this §9.3(i) shall be deemed to prohibit equity hedging arrangements that constitute Restricted Payments permitted pursuant to §9.4; (j) Investments constituting guarantees by BGI and its Subsidiaries under the Second Lien Loan Facility; (k) other Investments not exceeding $2,000,000 in the aggregate during the term of this Agreement; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; (l) guaranties permitted by §9.1; and (m) Investments (other than those Investments set forth in clauses (a) through (l) above); provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) BGI delivers to the Lenders at least three (3) Business Days before the date on which it or any of its Subsidiaries agrees to or consummates such Investment a certificate of the principal financial or accounting officer of the Borrowers certifying as accurate and complete the monthly pro forma financial projections attached thereto and demonstrating (x) immediately before and after giving effect to such Investment and on a projected basis for the twelve (12) months after giving effect to such Investment, Excess Availability would be greater than twenty-five percent (25%) of the lesser of (A) the Aggregate Borrowing Base and (B) the Total Commitment and (y) the pro forma Fixed Charge Coverage Ratio for the twelve (12) month period then ended is greater than 1.20:1.00, in form and substance satisfactory an amount equal to the Administrative Agent, based on reasonable projections Shareholders’ Equity as of such date; and provided further that both before and immediately after any such Investment under this clause (iv) no Default or Event of Default shall have occurred and be continuing; (f) Investments consisting of the financial performance guaranty provided by the Guarantor pursuant to §17; (g) Investments consisting of advances to employees pursuant to the Staff Loan Program, provided that the aggregate principal amount of loans outstanding at any time under such program shall not exceed $1,500,000; (h) Investments by any Subsidiary of the Borrowers Guarantor who is not the Borrower; (i) Investments by the Guarantor and (iii) BGI shall deliver a certificate of an Authorized Officer any Subsidiary of the Borrowers dated as Guarantor in a Securitization Entity in connection with a Permitted Securitization, provided that after giving effect to such Investment the ratio of the date of such Investment as Restricted Funded Debt to Restricted Tangible Net Worth shall not exceed 3.50:1.00; and (j) other Investments not exceeding $25,000,000 in the solvency of BGI and its Subsidiaries on a consolidated basis following the consummation of such Investment and in form and substance satisfactory to the Administrative Agentaggregate outstanding at any time.

Restrictions on Investments. None of the Borrowers willCAI will not, nor and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in or byexcept: (a) cash equivalents Investments in marketable direct or short-term marketable securitiesguaranteed obligations of the United States of America or Japan that mature within one (1) year from the date of purchase by the Borrower; (b) intercompany Indebtedness permitted by §9.1(g)Investments in demand deposits, certificates of deposit, bankers acceptances and time deposits of United States or Japanese banks having total assets in excess of $1,000,000,000; (c) Investments in securities commonly known as “commercial paper” issued by a corporation organized and existing under the laws of Japan or the United States of America or any state thereof that at the time of purchase have been rated and the ratings for which are not less than “P 1” if rated by Xxxxx’x, and not less than “A 1” if rated by S&P; (d) Investments existing on the Effective Date date hereof and listed on Schedule 9.3 hereto; (d) Investments consisting of (1) loans and advances to employees (i) for moving, entertainment, travel and other similar expenses in the ordinary course of business, (ii) for any other purpose, with such Investments under this clause (ii) not to exceed (x) $3,000,000 in the aggregate principal amount at any time outstanding and (y) $1,000,000 in the aggregate principal amount at any time outstanding to any single employee and (2) amounts held in accounts under deferred compensation plans of the Borrowers where investments are directed by employees; (e) trade credit extended on usual and customary terms in the ordinary course of business; (i) Investments by and between the Borrower and the Guarantors, (ii) Investments by any Subsidiary of CAI who is not the Borrower or any other a Guarantor in any other Subsidiary of CAI who is not the Borrower or other a Guarantor or any Subsidiary of BGI in BGI and (iiiii) subject to the extent not otherwise permitted by clause (i) hereof§8.17, Investments by BGI or any the Borrower or any Guarantor in any Subsidiary of BGI which CAI that is not a the Borrower or a Guarantor or by any Subsidiary of BGI which is not a Borrower or Guarantor in another Subsidiary of BGI which is not a Borrower or Guarantor; provided that the aggregate amount of such Investments under this clause (iii) does not exceed, as of any date of determination, the greater of (x) $50,000,000 and (y) the product of (A) no Default or Event of Default has occurred and is continuing or would result therefrom, and (B) such Investments or series of related Investments shall not exceed $3,000,000 in the aggregate; (g) Acquisitions; provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, and (ii) such Acquisition is permitted under §9.6; (h) guarantees of any obligations of landlords of a Borrower to the extent that the obligations relate to funds arranged by a Borrower and used to finance or refinance any stores of a Borrower and such funds are intended to be repaid through lease payments of a Borrower; (i) Investments in respect of Hedging Agreements entered into for hedging purposes only and not for speculation; provided that nothing in this §9.3(i) shall be deemed to prohibit equity hedging arrangements that constitute Restricted Payments permitted pursuant to §9.4; (j) Investments constituting guarantees by BGI and its Subsidiaries under the Second Lien Loan Facility; (k) other Investments not exceeding $2,000,000 in the aggregate during the term of this Agreement; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; (l) guaranties permitted by §9.1; and (m) Investments (other than those Investments set forth in clauses (a) through (l) above); provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) BGI delivers to the Lenders at least three (3) Business Days before the date on which it or any of its Subsidiaries agrees to or consummates such Investment a certificate of the principal financial or accounting officer of the Borrowers certifying as accurate and complete the monthly pro forma financial projections attached thereto and demonstrating (x) immediately before and after giving effect to such Investment and on a projected basis for the twelve (12) months after giving effect to such Investment, Excess Availability would be greater than twenty-five percent (25%) of the lesser of (A) the Aggregate Borrowing Base and (B) the Total Commitment and (y) the pro forma Fixed Charge Coverage Ratio for the twelve (12) month period then ended is greater than 1.20:1.00, in form and substance satisfactory an amount equal to the Administrative Agent, based on reasonable projections Shareholders’ Equity as of such date; (f) Investments consisting of the financial performance Guaranty and the guaranty provided by CAI pursuant to §17; (g) Investments consisting of advances to employees pursuant to the Staff Loan Program, provided that the aggregate principal amount of loans outstanding at any time under such program shall not exceed $1,500,000; (h) Investments by any Subsidiary of CAI who is not the Borrower or a Guarantor; (i) Investments by CAI and any Subsidiary of CAI in a Securitization Entity in connection with a Permitted Securitization, provided that after giving effect to such Investment the ratio of the Borrowers and Restricted Funded Debt to Restricted Tangible Net Worth shall not exceed 3.50:1.00; and (iiij) BGI shall deliver a certificate of an Authorized Officer of other Investments not exceeding $10,000,000 in the Borrowers dated as of the date of such Investment as to the solvency of BGI and its Subsidiaries on a consolidated basis following the consummation of such Investment and in form and substance satisfactory to the Administrative Agentaggregate outstanding at any time.

Restrictions on Investments. None of the Borrowers willThe Borrower will not, nor will it permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in or byin: (a) cash equivalents marketable direct or short-term marketable securitiesguaranteed obligations of the United States of America that mature within one (1) year from the date of purchase by the Borrower or such Subsidiary; (b) intercompany Indebtedness permitted by §9.1(g)demand deposits, certificates of deposit, bankers acceptances and time deposits of United States of America banks having total assets in excess of $1,000,000,000; (c) Investments securities commonly known as "commercial paper" issued by a corporation organized and existing on under the Effective Date laws of the United States of America or any state thereof that at the time of purchase have been rated and listed on Schedule 9.3 heretothe ratings for which are not less than "Prime-1" if rated by Moodx'x Xxxestors Services, Inc., and not less than "A-1" if rated by Standard and Poor's Ratings Group; (d) mutual funds that invest solely in the Investments described in clauses (a), (b) or (c) above; (e) Investments existing on the date hereof and listed on Schedule 13.3 hereto; (f) Investments consisting of the Guaranties; (1i) Investments by the Borrower in its Subsidiaries existing on the Closing Date, (ii) Investments by the Borrower or any of its Subsidiaries in a Guarantor, or (iii) Investments by the Borrower or any of its Subsidiaries in (A) a Subsidiary that is not a Guarantor and (B) joint ventures and Persons which are not Subsidiaries; provided the aggregate amount of such Investments outstanding pursuant to this subclause (iii) shall not, at any time, exceed $1,000,000; (h) Investments in Permitted Acquisitions; (i) Investments consisting of promissory notes received as proceeds of asset dispositions permitted by Section 13.5.2; (j) Investments consisting of loans and advances to employees (i) for moving, entertainment, travel and other similar expenses in the ordinary course of business, (ii) for any other purpose, with such Investments under this clause (ii) business not to exceed (x) $3,000,000 500,000 in the aggregate principal amount at any time outstanding and outstanding; and (yk) Investments consisting of minority interests in the capital stock or other equity interests of businesses in the aviation industry not to exceed $1,000,000 in the aggregate principal amount at any time outstanding time; provided, however, that, with the exception of demand deposits referred to any single employee in Section 13.3(b), the Guaranties referred to in Section 13.3(f), and (2) amounts held loans and advances referred to in accounts under deferred compensation plans Section 13.3(j), such Investments will be considered Investments permitted by this Section 13.3 only if all actions have been taken to the satisfaction of the Borrowers where investments are directed by employees; (e) trade credit extended on usual and customary terms in the ordinary course of business; (i) Investments by any Borrower or any other Guarantor in any other Borrower or other Guarantor or any Subsidiary of BGI in BGI and (ii) Agent to provide to the extent not otherwise permitted by clause (i) hereofAgent, Investments by BGI or any Borrower or any Guarantor for the benefit of the Banks and the Agent, a first priority perfected security interest in any Subsidiary all of BGI which is not a Borrower or a Guarantor or by any Subsidiary such Investments, free of BGI which is not a Borrower or Guarantor in another Subsidiary of BGI which is not a Borrower or Guarantor; provided that (A) no Default or Event of Default has occurred and is continuing or would result therefrom, and (B) such Investments or series of related Investments shall not exceed $3,000,000 in the aggregate; (g) Acquisitions; provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, and (ii) such Acquisition is permitted under §9.6; (h) guarantees of any obligations of landlords of a Borrower to the extent that the obligations relate to funds arranged by a Borrower and used to finance or refinance any stores of a Borrower and such funds are intended to be repaid through lease payments of a Borrower; (i) Investments in respect of Hedging Agreements entered into for hedging purposes only and not for speculation; provided that nothing in this §9.3(i) shall be deemed to prohibit equity hedging arrangements that constitute Restricted Payments permitted pursuant to §9.4; (j) Investments constituting guarantees by BGI and its Subsidiaries under the Second Lien Loan Facility; (k) other Investments not exceeding $2,000,000 in the aggregate during the term of this Agreement; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; (l) guaranties permitted by §9.1; and (m) Investments (all encumbrances other than those Investments set forth in clauses (a) through (l) above); provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) BGI delivers to the Lenders at least three (3) Business Days before the date on which it or any of its Subsidiaries agrees to or consummates such Investment a certificate of the principal financial or accounting officer of the Borrowers certifying as accurate and complete the monthly pro forma financial projections attached thereto and demonstrating (x) immediately before and after giving effect to such Investment and on a projected basis for the twelve (12) months after giving effect to such Investment, Excess Availability would be greater than twenty-five percent (25%) of the lesser of (A) the Aggregate Borrowing Base and (B) the Total Commitment and (y) the pro forma Fixed Charge Coverage Ratio for the twelve (12) month period then ended is greater than 1.20:1.00, in form and substance satisfactory to the Administrative Agent, based on reasonable projections of the financial performance of the Borrowers and (iii) BGI shall deliver a certificate of an Authorized Officer of the Borrowers dated as of the date of such Investment as to the solvency of BGI and its Subsidiaries on a consolidated basis following the consummation of such Investment and in form and substance satisfactory to the Administrative AgentPermitted Liens.

Restrictions on Investments. None of the Borrowers willSuch Loan Party will not, nor and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in or byin: (a) cash equivalents marketable direct or short-term marketable securitiesguaranteed obligations of the United States of America or Japan that mature within one (1) year from the date of purchase by the Loan Parties; (b) intercompany Indebtedness permitted by §9.1(gdemand deposits, certificates of deposit, bankers acceptances and time deposits of United States or Japanese banks having total assets in excess of One Billion Dollars ($1,000,000,000); (c) securities commonly known as “commercial paper” issued by a corporation organized and existing under the laws of Japan or the United States of America or any state thereof that at the time of purchase have been rated and the ratings for which are not less than “P 1” if rated by Xxxxx’x, and not less than “A 1” if rated by S&P; (d) Investments existing on the Effective Date date hereof and listed on Schedule 9.3 hereto; (di) Investments by the Borrower in any Domestic Subsidiary of the Borrower, (ii) Investments consisting of guaranties of Indebtedness of the Loan Parties permitted under §9.1, (1iii) loans Investments by any Subsidiary of CAI (other than the Borrower or any Domestic Subsidiary of the Borrower) in any other Subsidiary of CAI who is not the Borrower or a Guarantor, and (iv) Investments by CAI in any Subsidiary of CAI; (f) Investments consisting of the Guaranty and the guaranty provided by CAI pursuant to §17; (g) Investments consisting of advances to employees (i) for movingpursuant to the Staff Loan Program, entertainment, travel and other similar expenses in provided that the ordinary course aggregate amount of business, (ii) for any other purpose, with such Investments under this clause shall not exceed One and One-Half Million Dollars (ii$1,500,000) not to exceed (x) $3,000,000 in the aggregate principal amount at any time outstanding and (y) $1,000,000 in the aggregate principal amount at any time outstanding to any single employee and (2) amounts held in accounts under deferred compensation plans of the Borrowers where investments are directed by employeestime; (eh) trade credit extended on usual and customary terms in Investments by any Subsidiary of CAI who is not the ordinary course of businessBorrower or a Guarantor; (i) other Investments by any Borrower or any other Guarantor in any other Borrower or other Guarantor or any Subsidiary of BGI in BGI and not exceeding Ten Million Dollars (ii$10,000,000) to the extent not otherwise permitted by clause (i) hereof, Investments by BGI or any Borrower or any Guarantor in any Subsidiary of BGI which is not a Borrower or a Guarantor or by any Subsidiary of BGI which is not a Borrower or Guarantor in another Subsidiary of BGI which is not a Borrower or Guarantor; provided that (A) no Default or Event of Default has occurred and is continuing or would result therefrom, and (B) such Investments or series of related Investments shall not exceed $3,000,000 in the aggregate; (g) Acquisitionsaggregate outstanding at any time; provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, and (ii) such Acquisition is permitted under §9.6; (h) guarantees of any obligations of landlords of a Borrower to the extent that the obligations relate to funds arranged by a Borrower and used to finance or refinance any stores of a Borrower and such funds are intended to be repaid through lease payments of a Borrower; (i) Investments in respect of Hedging Agreements entered into for hedging purposes only and not for speculation; provided that nothing in this §9.3(i) shall be deemed to prohibit equity hedging arrangements that constitute Restricted Payments permitted pursuant to §9.4;and (j) Investments constituting guarantees by BGI and its Subsidiaries under the Second Lien any Loan Facility; (k) other Investments not exceeding $2,000,000 in the aggregate during the term of this Agreement; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; (l) guaranties permitted by §9.1; and (m) Investments (other than those Investments set forth in clauses (a) through (l) above); provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) BGI delivers to the Lenders at least three (3) Business Days before the date on which it Party or any of its Subsidiaries agrees to or consummates such Investment in a certificate Securitization Entity in connection with the establishment of a Permitted Securitization; provided, that no additional Investments shall be permitted in any Securitization Entity following the principal financial or accounting officer occurrence of the Borrowers certifying as accurate and complete the monthly pro forma financial projections attached thereto and demonstrating any event that would permit (x) immediately before and after giving effect to such Investment and on a projected basis for the twelve (12) months after giving effect to such Investment, Excess Availability would be greater than twenty-five percent (25%) of the lesser of (Ai) the Aggregate Borrowing Base and early termination of any purchase or lending commitment thereunder, (Bii) the Total Commitment and (y) the pro forma Fixed Charge Coverage Ratio for the twelve (12) month period then ended is greater commencement of amortization thereof earlier than 1.20:1.00scheduled, in form and substance satisfactory to the Administrative Agent, based on reasonable projections of the financial performance of the Borrowers and or (iii) BGI shall deliver a certificate the acceleration of an Authorized Officer of the Borrowers dated as of the date of such Investment as to the solvency of BGI and its Subsidiaries on a consolidated basis following the consummation of such Investment and any repayment obligations in form and substance satisfactory to the Administrative Agentrespect thereof.

Restrictions on Investments. None of the Borrowers willCAI will not, nor and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in or byexcept: (a) cash equivalents Investments in marketable direct or short-term marketable securitiesguaranteed obligations of the United States of America, European or Japan that mature within one (1) year from the date of purchase by the Borrower; (b) intercompany Indebtedness permitted by §9.1(g)Investments in demand deposits, certificates of deposit, bankers acceptances and time deposits of United States or Japanese banks having total assets in excess of $1,000,000,000; (c) Investments in securities commonly known as “commercial paper” issued by a corporation organized and existing under the laws of Japan, the laws of the European Union or the United States of America or any state thereof that at the time of purchase have been rated and the ratings for which are not less than “P 1” if rated by Xxxxx’x, and not less than “A 1” if rated by S&P; (d) Investments existing on the Effective Date date hereof and listed on Schedule 9.3 hereto; (de) (i) Investments by and between Borrower and CAI; (ii) Investments consisting of guaranties of Indebtedness of CAI Rail permitted under Section 9.1(o); (1iii) loans and advances to employees (i) for movingInvestments by any Subsidiary of CAI that is not the Borrower, entertainment, travel and other similar expenses in the ordinary course of business, (ii) for any other purposeSubsidiary of CAI that is not the Borrower; and (iv) Investments by Borrower and/or CAI in CAI Rail or any Subsidiary of Guarantor that is not the Borrower, with including without limitation any Excluded Subsidiary; provided that the aggregate amount of such Investments under this clause (iiiv) does not to exceed exceed, as of any date of determination, the greater of (x) $3,000,000 in the aggregate principal amount at any time outstanding 60,000,000; and (y) $1,000,000 in the aggregate principal amount at any time outstanding to any single employee and (2) amounts held in accounts under deferred compensation plans product of the Borrowers where investments are directed by employees; (e) trade credit extended on usual and customary terms in the ordinary course of business; (i) Investments by any Borrower or any other Guarantor in any other Borrower or other Guarantor or any Subsidiary of BGI in BGI and (ii) to the extent not otherwise permitted by clause (i) hereof, Investments by BGI or any Borrower or any Guarantor in any Subsidiary of BGI which is not a Borrower or a Guarantor or by any Subsidiary of BGI which is not a Borrower or Guarantor in another Subsidiary of BGI which is not a Borrower or Guarantor; provided that (A) no Default or Event of Default has occurred and is continuing or would result therefrom, and (B) such Investments or series of related Investments shall not exceed $3,000,000 in the aggregate; (g) Acquisitions; provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, and (ii) such Acquisition is permitted under §9.6; (h) guarantees of any obligations of landlords of a Borrower to the extent that the obligations relate to funds arranged by a Borrower and used to finance or refinance any stores of a Borrower and such funds are intended to be repaid through lease payments of a Borrower; (i) Investments in respect of Hedging Agreements entered into for hedging purposes only and not for speculation; provided that nothing in this §9.3(i) shall be deemed to prohibit equity hedging arrangements that constitute Restricted Payments permitted pursuant to §9.4; (j) Investments constituting guarantees by BGI and its Subsidiaries under the Second Lien Loan Facility; (k) other Investments not exceeding $2,000,000 in the aggregate during the term of this Agreement; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; (l) guaranties permitted by §9.1; and (m) Investments (other than those Investments set forth in clauses (a) through (l) above); provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) BGI delivers to the Lenders at least three (3) Business Days before the date on which it or any of its Subsidiaries agrees to or consummates such Investment a certificate of the principal financial or accounting officer of the Borrowers certifying as accurate and complete the monthly pro forma financial projections attached thereto and demonstrating (x) immediately before and after giving effect to such Investment and on a projected basis for the twelve (12) months after giving effect to such Investment, Excess Availability would be greater than twenty-five percent (25%) of the lesser of (A) the Aggregate Borrowing Base and (B) the Total Commitment and (y) the pro forma Fixed Charge Coverage Ratio for the twelve (12) month period then ended is greater than 1.20:1.00, in form and substance satisfactory an amount equal to the Administrative Agent, based on reasonable projections Shareholders’ Equity as of such date; and provided further that both before and immediately after any such Investment under this clause (iv) no Default or Event of Default shall have occurred and be continuing; (f) Investments consisting of the financial performance Guaranty and the guaranty provided by CAI pursuant to §17; (g) Investments consisting of advances to employees pursuant to the Staff Loan Program, provided that the aggregate principal amount of loans outstanding at any time under such program shall not exceed $1,500,000; (h) Investments by any Subsidiary of CAI who is not the Borrower or a Guarantor; (i) Investments by CAI and any Subsidiary of CAI in a Securitization Entity in connection with a Permitted Securitization, provided that after giving effect to such Investment the ratio of the Borrowers and Restricted Funded Debt to Restricted Tangible Net Worth shall not exceed 3.50:1.00; and (iiij) BGI shall deliver a certificate of an Authorized Officer of other Investments not exceeding $10,000,000 in the Borrowers dated as of the date of such Investment as to the solvency of BGI and its Subsidiaries on a consolidated basis following the consummation of such Investment and in form and substance satisfactory to the Administrative Agentaggregate outstanding at any time.

Restrictions on Investments. None of the Borrowers willCAI will not, nor and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in or byin: (a) cash equivalents marketable direct or short-term marketable securitiesguaranteed obligations of the United States of America, European or Japan that mature within one (1) year from the date of purchase by the Borrower; (b) intercompany Indebtedness permitted by §9.1(g)demand deposits, certificates of deposit, bankers acceptances and time deposits of United States or Japanese banks having total assets in excess of $1,000,000,000; (c) securities commonly known as “commercial paper” issued by a corporation organized and existing under the laws of Japan, the laws of the European Union or the United States of America or any state thereof that at the time of purchase have been rated and the ratings for which are not less than “P 1” if rated by Xxxxx’x, and not less than “A 1” if rated by S&P; (d) Investments existing on the Effective Date date hereof and listed on Schedule 9.3 hereto; (d) Investments consisting of (1) loans and advances to employees (i) for moving, entertainment, travel and other similar expenses in the ordinary course of business, (ii) for any other purpose, with such Investments under this clause (ii) not to exceed (x) $3,000,000 in the aggregate principal amount at any time outstanding and (y) $1,000,000 in the aggregate principal amount at any time outstanding to any single employee and (2) amounts held in accounts under deferred compensation plans of the Borrowers where investments are directed by employees; (e) trade credit extended on usual and customary terms in the ordinary course of business; (i) Investments by and between the Borrowers and the Guarantors, (ii) Investments by any Subsidiary of CAI who is not a Borrower or any other a Guarantor in any other Subsidiary of CAI who is not a Borrower or other Guarantor or any Subsidiary a Guarantor, (iii) Investments consisting of BGI in BGI guarantees of Indebtedness of CAI Rail permitted under §9.1, and (iiiv) subject to the extent not otherwise permitted by clause (i) hereof§§8.15 and 8.18, Investments by BGI or any the Borrower or any Guarantor in any Subsidiary of BGI which CAI that is not a Borrower or a Guarantor or by any Subsidiary of BGI which is not a Borrower or Guarantor in another Subsidiary of BGI which is not a Borrower or Guarantorincluding, without limitation, an Excluded Subsidiary; provided that the aggregate amount of such Investments under this clause (iv) does not exceed an amount equal to the greater of (A) $60,000,000 and (B) 25% of Shareholders’ Equity at any time; provided further that both before and immediately after any such Investment under this clause (iv), no Default or Event of Default has shall have occurred and is continuing or would result therefrom, be continuing; (f) Investments consisting of the Guaranty and (B) such Investments or series of related Investments shall not exceed $3,000,000 in the aggregateguaranty provided by CAI pursuant to §17; (g) Acquisitions; Investments consisting of advances to employees pursuant to the Staff Loan Program, provided that (i) no Default or Event the aggregate principal amount of Default has occurred and is continuing or would result therefrom, and (ii) loans outstanding at any time under such Acquisition is permitted under §9.6program shall not exceed $1,500,000; (h) guarantees Investments by any Subsidiary of any obligations of landlords of CAI who is not the Borrower or a Borrower to the extent that the obligations relate to funds arranged by a Borrower and used to finance or refinance any stores of a Borrower and such funds are intended to be repaid through lease payments of a BorrowerGuarantor; (i) Investments in respect of Hedging Agreements entered into for hedging purposes only and not for speculation; provided that nothing in this §9.3(i) shall be deemed to prohibit equity hedging arrangements that constitute Restricted Payments permitted pursuant to §9.4; (j) Investments constituting guarantees by BGI and its Subsidiaries under the Second Lien Loan Facility; (k) other Investments not exceeding $2,000,000 50,000,000 in the aggregate during the term of this Agreement; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; (l) guaranties permitted by §9.1outstanding at any time; and (mj) Investments (other than those Investments set forth by CAI or any Subsidiary of CAI in clauses (a) through (l) above); a Securitization Entity in connection with a Permitted Securitization, provided that no additional Investments shall be permitted in any Securitization Entity following the occurrence of any event that would permit (i) no Default the early termination of any purchase or Event of Default has occurred and is continuing or would result therefromlending commitment thereunder, (ii) BGI delivers to the Lenders at least three (3) Business Days before the date on which it commencement of amortization thereof earlier than scheduled, or any of its Subsidiaries agrees to or consummates such Investment a certificate of the principal financial or accounting officer of the Borrowers certifying as accurate and complete the monthly pro forma financial projections attached thereto and demonstrating (x) immediately before and after giving effect to such Investment and on a projected basis for the twelve (12) months after giving effect to such Investment, Excess Availability would be greater than twenty-five percent (25%) of the lesser of (A) the Aggregate Borrowing Base and (B) the Total Commitment and (y) the pro forma Fixed Charge Coverage Ratio for the twelve (12) month period then ended is greater than 1.20:1.00, in form and substance satisfactory to the Administrative Agent, based on reasonable projections of the financial performance of the Borrowers and (iii) BGI shall deliver a certificate the acceleration of an Authorized Officer of the Borrowers dated as of the date of such Investment as to the solvency of BGI and its Subsidiaries on a consolidated basis following the consummation of such Investment and any repayment obligations in form and substance satisfactory to the Administrative Agentrespect thereof.

Restrictions on Investments. None No Borrower shall purchase or acquire, or make any commitment therefor, any Capital Stock, or other obligations of any other Person, or make or commit to make any acquisition under 8.4, or make or commit to make any advance, loan, extension of credit or capital contribution to or any other investment in, any other Person, other than: marketable direct or guaranteed obligations of the Borrowers will, nor will permit any United States of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in or by: (a) cash equivalents or short-term marketable securities; (b) intercompany Indebtedness permitted by §9.1(g); (c) Investments existing on the Effective Date and listed on Schedule 9.3 hereto; (d) Investments consisting of America that mature within one (1) loans year from the date of purchase; demand deposits, insured deposits, certificates of deposit, bankers acceptances and advances to employees (i) time deposits of United States banks or Eligible Foreign Lenders having unimpaired capital and surplus in excess of $1,000,000,000 or, in the case of a Lender under this Agreement, $250,000,000; securities commonly known as "commercial paper" issued by a corporation organized and existing under the laws of the United States of America or any state thereof that at the time of purchase have been rated and the ratings for movingwhich are not less than "P 1" if rated by Xxxxx'x Investors Service, entertainmentInc., travel and other similar expenses not less than "A 1" if rated by Standard and Poor's Rating Group; extensions of credit in the nature of accounts receivable or notes receivable arising from the sale or lease of goods or services in the ordinary course of business; investments existing on the date hereof and listed on Schedule 8.3; loans and advances and equity investments by any Borrower to another existing Borrower; investments permitted under 8.4; loans to employees of the Parent for the purpose of financing such employees' acquisition of equity of the Parent (through the exercise of stock options or otherwise) or for relocation, (ii) for any other purpose, with such Investments under this clause (ii) travel and entertainment costs and expenses in an aggregate principal amount not to exceed (x) $3,000,000 in the aggregate principal amount 5,000,000 at any time outstanding outstanding; the Evergreen Shares and the Evergreen Option; provided that the Parent may only exercise the Evergreen Option so long as the sum of the total cash consideration paid by the Parent for the Evergreen Shares and any additional shares of Evergreen acquired by the Parent resulting from the exercise of the Evergreen Option does not exceed twelve million dollars (y$12,000,000) $1,000,000 in the aggregate principal amount at aggregate; Investments in trust funds securing closure and post-closure obligations of any time outstanding Borrower relating to any single employee landfill owned or operated by such Borrower; and formation and funding of a Receivables SPV in connection with a Permitted Receivables Transaction in an amount not to exceed $1,000,000. in addition to Investments permitted under clauses (2a) amounts held through (k) above, other Investments not otherwise permitted hereunder in accounts under deferred compensation plans an aggregate amount not to exceed the greater of the Borrowers where investments are directed by employees; (e) trade credit extended on usual and customary terms in the ordinary course of business; (i) Investments by any Borrower or any other Guarantor in any other Borrower or other Guarantor or any Subsidiary of BGI in BGI $25,000,000 and (ii) to two percent (2%) of Consolidated Total Assets, at any time outstanding; provided, that none of the extent not otherwise permitted by clause Borrowers shall make any Investments under clauses (i), (k) hereof, Investments by BGI or any Borrower (l) above unless both before and after giving effect thereto there does not exist a Default or any Guarantor in any Subsidiary Event of BGI which is not a Borrower or a Guarantor or by any Subsidiary of BGI which is not a Borrower or Guarantor in another Subsidiary of BGI which is not a Borrower or Guarantor; provided that (A) Default and no Default or Event of Default has occurred and is continuing or would result therefrom, and (B) such Investments or series of related Investments shall not exceed $3,000,000 in the aggregate; (g) Acquisitions; provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, and (ii) such Acquisition is permitted under §9.6; (h) guarantees of any obligations of landlords of a Borrower to the extent that the obligations relate to funds arranged by a Borrower and used to finance or refinance any stores of a Borrower and such funds are intended to be repaid through lease payments of a Borrower; (i) Investments in respect of Hedging Agreements entered into for hedging purposes only and not for speculation; provided that nothing in this §9.3(i) shall be deemed to prohibit equity hedging arrangements that constitute Restricted Payments permitted pursuant to §9.4; (j) Investments constituting guarantees by BGI and its Subsidiaries under the Second Lien Loan Facility; (k) other Investments not exceeding $2,000,000 in the aggregate during the term of this Agreement; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; (l) guaranties permitted by §9.1; and (m) Investments (other than those Investments set forth in clauses (a) through (l) above); provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) BGI delivers to the Lenders at least three (3) Business Days before the date on which it or any of its Subsidiaries agrees to or consummates such Investment a certificate of the principal financial or accounting officer of the Borrowers certifying as accurate and complete the monthly pro forma financial projections attached thereto and demonstrating (x) immediately before and after giving effect to such Investment and on a projected basis for the twelve (12) months after giving effect to such Investment, Excess Availability would be greater than twenty-five percent (25%) of created by the lesser of (A) the Aggregate Borrowing Base and (B) the Total Commitment and (y) the pro forma Fixed Charge Coverage Ratio for the twelve (12) month period then ended is greater than 1.20:1.00, in form and substance satisfactory to the Administrative Agent, based on reasonable projections of the financial performance of the Borrowers and (iii) BGI shall deliver a certificate of an Authorized Officer of the Borrowers dated as of the date making of such Investment as to the solvency of BGI and its Subsidiaries on a consolidated basis following the consummation of such Investment and in form and substance satisfactory to the Administrative Agent.

Restrictions on Investments. None of the Borrowers willThe Borrower will not, nor and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in or byin: (a) cash equivalents marketable direct or short-term marketable securitiesguaranteed obligations of the United States of America or any agency or instrumentality thereof; (b) intercompany Indebtedness permitted by §9.1(gdemand deposits, certificates of deposit, bank acceptances and time deposits of (i) United States banks having total assets in excess of $1,000,000,000, (ii) any Lender or (iii) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development (the “OECD”), or a political subdivision of such country, and having total assets in excess of $1,000,000,000; provided that such bank is acting through a branch or agency located in the country in which it is organized or another country which is a member of the OECD; (c) securities commonly known as “commercial paper” issued by a corporation organized and existing under the laws of the United States of America or any state thereof that at the time of purchase have been rated and the ratings for which are not less than “P 1” if rated by Mxxxx'x, and not less than “A 1” if rated by S&P; (d) repurchase obligations with a term of not more than seven (7) days for underlying securities of the types described in Sections 9.3(a) and (b); (e) mutual funds which invest primarily in the items described in Sections 9.3(a) – (d); (f) Investments existing on the Effective Date date hereof and listed on Schedule 9.3 hereto; (di) Investments consisting of the Guaranties, (1ii) Investments by the Borrower in any Guarantor hereunder or by any Guarantor in the Borrower or any other Guarantor, (iii) Investments in Subsidiaries other than CJI which are not Guarantors provided that the aggregate of such Investments of the Borrower in Subsidiaries which are not Guarantors shall not exceed the aggregate amount of $50,000,000, and (iv) Investments in Joint Ventures not to exceed the aggregate amount of $30,000,000; (h) Investments in CJI, provided that at the time of and after giving effect to any such Investment no Default or Event of Default has occurred and is continuing; (i) Investments consisting of promissory notes received as proceeds of asset dispositions permitted by Section 9.5.2; (j) Investments consisting of loans and advances to employees (i) for moving, entertainment, travel and other similar expenses in the ordinary course of business, (ii) for any other purpose, with such Investments under this clause (ii) business not to exceed (x) $3,000,000 5,000,000 in the aggregate principal amount at any time outstanding and (y) $1,000,000 in the aggregate principal amount at any time outstanding to any single employee and (2) amounts held in accounts under deferred compensation plans of the Borrowers where investments are directed by employees; (e) trade credit extended on usual and customary terms in the ordinary course of business; (i) Investments by any Borrower or any other Guarantor in any other Borrower or other Guarantor or any Subsidiary of BGI in BGI and (ii) to the extent not otherwise permitted by clause (i) hereof, Investments by BGI or any Borrower or any Guarantor in any Subsidiary of BGI which is not a Borrower or a Guarantor or by any Subsidiary of BGI which is not a Borrower or Guarantor in another Subsidiary of BGI which is not a Borrower or Guarantor; provided that (A) no Default or Event of Default has occurred and is continuing or would result therefrom, and (B) such Investments or series of related Investments shall not exceed $3,000,000 in the aggregate; (g) Acquisitions; provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, and (ii) such Acquisition is permitted under §9.6; (h) guarantees of any obligations of landlords of a Borrower to the extent that the obligations relate to funds arranged by a Borrower and used to finance or refinance any stores of a Borrower and such funds are intended to be repaid through lease payments of a Borrower; (i) Investments in respect of Hedging Agreements entered into for hedging purposes only and not for speculation; provided that nothing in this §9.3(i) shall be deemed to prohibit equity hedging arrangements that constitute Restricted Payments permitted pursuant to §9.4; (j) Investments constituting guarantees by BGI and its Subsidiaries under the Second Lien Loan Facilityoutstanding; (k) Investments in Permitted Acquisitions (other Investments not exceeding $2,000,000 in the aggregate during the term of this Agreementthan Joint Ventures) permitted by Section 9.5.1(a) hereof; provided that no Default or Event of Default has occurred and is continuing or would result therefrom;and (l) guaranties permitted by §9.1; andother Investments of the Borrower and its Subsidiaries, such Investments not to exceed at any time in the aggregate the greater of (i) $125,000,000 or (ii) ten percent (10%) of the aggregate outstanding amount of Investments of the Borrower and its Subsidiaries outstanding at such time; (m) Investments (other than those Investments set forth in clauses (a) through (l) above)consisting of auction rate securities which have a long term rating of at least “A-” or “A3” and a short term rating of at least “A1” or “P1” by S&P or Mxxxx’x; provided that (i) no Default if such auction rate securities offer tax exempt dividends or Event interest, such securities shall maintain a rating of Default has occurred and is continuing or would result therefrom, (ii) BGI delivers to the Lenders at least three “Aa2” or “AA” by S&P or Mxxxx’x, and such securities may include municipal issues (3including without limitation, hospitals and toll roads) Business Days before the date on which it or any of its Subsidiaries agrees to or consummates such Investment a certificate of the principal financial or accounting officer of the Borrowers certifying as accurate and complete the monthly pro forma financial projections attached thereto student loan issues (including without limitation, universities and demonstrating (x) immediately before and after giving effect to such Investment and on a projected basis for the twelve (12) months after giving effect to such Investment, Excess Availability would be greater than twenty-five percent (25%) of the lesser of (A) the Aggregate Borrowing Base and (B) the Total Commitment and (y) the pro forma Fixed Charge Coverage Ratio for the twelve (12) month period then ended is greater than 1.20:1.00colleges), in form each case, made in accordance with the Borrower’s corporate investment policy as then in effect; and (n) Investments consisting of long term corporate debt securities having a rating of “A-” or better by S&P, or the equivalent rating by Mxxxx’x, and substance satisfactory to made in accordance with the Administrative Agent, based on reasonable projections of Borrower’s corporate investment policy in effect at the financial performance of the Borrowers and (iii) BGI shall deliver a certificate of an Authorized Officer of the Borrowers dated as of the date of time such Investment as to the solvency of BGI and its Subsidiaries on a consolidated basis following the consummation of such Investment and in form and substance satisfactory to the Administrative AgentInvestments are made.

Restrictions on Investments. None of the Borrowers will, nor will permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in or by: (a) cash equivalents or short-term marketable securities; (b) intercompany Indebtedness indebtedness permitted by §under section 9.1(g); (c) Investments existing on the Effective Date and listed on Schedule 9.3 hereto; (d) Investments consisting of (1) loans and advances to employees (i) for moving, entertainment, travel and other similar expenses in the ordinary course of business, (ii) for any other purpose, with such Investments under this clause (ii) not to exceed (x) $3,000,000 3,500,000 in the aggregate principal amount at any time outstanding and (y) $1,000,000 1,300,000 in the aggregate principal amount at any time outstanding to any single employee and (2) amounts held in accounts under deferred compensation plans of the Borrowers where investments are directed by employees; (e) trade credit extended on usual and customary terms in the ordinary course of business; (i) Investments by any Borrower or any other Guarantor in any other Borrower or other Guarantor or any Subsidiary of BGI in BGI and (ii) to the extent not otherwise permitted by clause (i) hereof, Investments by BGI or any Borrower or any Guarantor in any Subsidiary of BGI which is not a Borrower or a Guarantor or by any Subsidiary of BGI which is not a Borrower or Guarantor in another Subsidiary of BGI which is not a Borrower or Guarantor; provided that (A) no Default or Event of Default has occurred and is continuing or would result therefrom, and (B) such Investments or series of related Investments shall not exceed $3,000,000 3,500,000 in the aggregate; (g) Acquisitions; provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, and (ii) such Acquisition is permitted under §9.6; (h) guarantees of any obligations of landlords of a Borrower to the extent that the obligations relate to funds arranged by a Borrower and used to finance or refinance any stores of a Borrower and such funds are intended to be repaid through lease payments of a Borrower; (i) Investments in respect of Hedging Agreements entered into for hedging purposes only and not for speculation; provided that nothing in this §9.3(i) shall be deemed to prohibit equity hedging arrangements that constitute Restricted Payments permitted pursuant to §9.4; (j) Investments constituting guarantees by BGI and its Subsidiaries under the Second First Lien Loan Credit Facility; (k) other Investments not exceeding $2,000,000 2,300,000 in the aggregate during the term of this Loan Agreement; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; (l) guaranties permitted by §9.1; and (m) Investments (other than those Investments set forth in clauses (a) through (l) above); provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) BGI delivers to the Lenders at least three (3) Business Days before the date on which it or any of its Subsidiaries agrees to or consummates such Investment a certificate of the principal financial or accounting officer of the Borrowers certifying as accurate and complete the monthly pro forma financial projections attached thereto and demonstrating (x) immediately before and after giving effect to such Investment and on a projected basis for the twelve (12) months after giving effect to such Investment, Adjusted Excess Availability would be greater than twenty-five percent (25%) of the lesser of (A) the Aggregate ABL Borrowing Base and (B) the Total First Lien Commitment and (y) the pro forma Fixed Charge Coverage Ratio for the twelve (12) month period then ended is greater than 1.20:1.00, in form and substance satisfactory to the Administrative Agent, based on reasonable projections of the financial performance of the Borrowers Borrowers; and (iii) BGI shall deliver a certificate of an Authorized Officer of the Borrowers dated as of the date of such Investment as to the solvency of BGI and its Subsidiaries on a consolidated basis following the consummation of such Investment and in form and substance satisfactory to the Administrative Agent.

Restrictions on Investments. None of the Borrowers willCAI will not, nor and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in or byin: (a) cash equivalents marketable direct or short-term marketable securitiesguaranteed obligations of the United States of America or Japan that mature within one (1) year from the date of purchase by any Borrower; (b) intercompany Indebtedness permitted by §9.1(g)demand deposits, certificates of deposit, bankers acceptances and time deposits of United States or Japanese banks having total assets in excess of $1,000,000,000; (c) securities commonly known as “commercial paper” issued by a corporation organized and existing under the laws of Japan or the United States of America or any state thereof that at the time of purchase have been rated and the ratings for which are not less than “P 1” if rated by Xxxxx'x, and not less than “A 1” if rated by S&P; (d) Investments existing on the Eighth Amendment Effective Date and listed on Schedule 9.3 hereto; (d) Investments consisting of (1) loans and advances to employees (i) for moving, entertainment, travel and other similar expenses in the ordinary course of business, (ii) for any other purpose, with such Investments under this clause (ii) not to exceed (x) $3,000,000 in the aggregate principal amount at any time outstanding and (y) $1,000,000 in the aggregate principal amount at any time outstanding to any single employee and (2) amounts held in accounts under deferred compensation plans of the Borrowers where investments are directed by employees; (e) trade credit extended on usual and customary terms in the ordinary course of business; (i) Investments by and between the Borrowers and the Guarantors, (ii) Investments by any Subsidiary of CAI who is not a Borrower or any other a Guarantor in any other Subsidiary of CAI who is not a Borrower or other Guarantor or any Subsidiary of BGI in BGI a Guarantor, (iii) [reserved], and (iiiv) subject to the extent not otherwise permitted by clause (i) hereof§§8.15 and 8.18, Investments by BGI or any Borrower or any Guarantor in any Subsidiary of BGI which CAI that is not a Borrower or a Guarantor or by any Subsidiary of BGI which is not a Borrower or Guarantor in another Subsidiary of BGI which is not a Borrower or Guarantorincluding, without limitation, an Excluded Subsidiary; provided that the aggregate amount of such Investments under this clause (iv) does not exceed an amount equal to the greater of (A) $60,000,000 and (B) 25% of Shareholders’ Equity at any time; provided further that both before and immediately after any such Investment under this clause (iv), no Default or Event of Default has shall have occurred and is continuing or would result therefrombe continuing; (f) Investments consisting of the Guaranty and the guaranty provided by CAI pursuant to §17; (g) Investments consisting of advances to employees pursuant to the Staff Loan Program, and (B) provided that the aggregate amount of such Investments or series of related Investments shall not exceed $3,000,000 in the aggregate; (g) Acquisitions; provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, and (ii) such Acquisition is permitted under §9.61,500,000 at any time; (h) guarantees Investments by any Subsidiary of any obligations of landlords of CAI who is not a Borrower to the extent that the obligations relate to funds arranged by or a Borrower and used to finance or refinance any stores of a Borrower and such funds are intended to be repaid through lease payments of a BorrowerGuarantor; (i) other Investments not exceeding $50,000,000 in respect of Hedging Agreements entered into for hedging purposes only and not for speculation; provided that nothing in this §9.3(i) shall be deemed to prohibit equity hedging arrangements that constitute Restricted Payments permitted pursuant to §9.4the aggregate outstanding at any time; (j) Investments constituting guarantees by BGI and its Subsidiaries under the Second Lien Loan Facility; (k) other Investments not exceeding $2,000,000 in the aggregate during the term of this Agreement; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; (l) guaranties permitted by §9.1; and (m) Investments (other than those Investments set forth in clauses (a) through (l) above); provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) BGI delivers to the Lenders at least three (3) Business Days before the date on which it CAI or any of its Subsidiaries agrees to or consummates such Investment in a certificate Securitization Entity in connection with the establishment of a Permitted Securitization; provided, that no additional Investments shall be permitted in any Securitization Entity following the principal financial or accounting officer occurrence of the Borrowers certifying as accurate and complete the monthly pro forma financial projections attached thereto and demonstrating any event that would permit (x) immediately before and after giving effect to such Investment and on a projected basis for the twelve (12) months after giving effect to such Investment, Excess Availability would be greater than twenty-five percent (25%) of the lesser of (Ai) the Aggregate Borrowing Base and early termination of any purchase or lending commitment thereunder, (Bii) the Total Commitment and (y) the pro forma Fixed Charge Coverage Ratio for the twelve (12) month period then ended is greater commencement of amortization thereof earlier than 1.20:1.00scheduled, in form and substance satisfactory to the Administrative Agent, based on reasonable projections of the financial performance of the Borrowers and or (iii) BGI shall deliver a certificate the acceleration of an Authorized Officer any repayment obligations in respect thereof; and (k) Investments by CAI consisting of the Borrowers dated as transfer of 0.0001% of the date Capital Stock of such Investment as CAL to CAL General Partner and the solvency transfer of BGI and its Subsidiaries on a consolidated basis following 99.9999% of the consummation Capital Stock of such Investment and in form and substance satisfactory CAL to the Administrative AgentCAL Holding Company.

Restrictions on Investments. None of the Borrowers willThe Borrower will not, nor and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in or byin: (a) cash equivalents marketable direct or short-term marketable securitiesguaranteed obligations of the United States of America or any agency or instrumentality thereof; (b) intercompany Indebtedness permitted by §9.1(gdemand deposits, certificates of deposit, bank acceptances and time deposits of (i) United States banks having total assets in excess of $1,000,000,000, (ii) any Lender or (iii) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development (the “OECD”), or a political subdivision of such country, and having total assets in excess of $1,000,000,000; provided that such bank is acting through a branch or agency located in the country in which it is organized or another country which is a member of the OECD; (c) securities commonly known as “commercial paper” issued by a corporation organized and existing under the laws of the United States of America or any state thereof that at the time of purchase have been rated and the ratings for which are not less than “P 1” if rated by Mxxxx'x, and not less than “A 1” if rated by S&P; (d) repurchase obligations with a term of not more than seven (7) days for underlying securities of the types described in Sections 9.3(a) and (b); (e) mutual funds which invest primarily in the items described in Sections 9.3(a) - (d); (f) Investments existing on the Effective Date date hereof and listed on Schedule 9.3 hereto; (dg) (i) Investments consisting of the Guaranties, (1ii) Investments by the Borrower in any Guarantor hereunder or by any Guarantor in the Borrower or any other Guarantor, (iii) Investments in Subsidiaries other than CJI which are not Guarantors provided that the aggregate of such Investments of the Borrower in Subsidiaries which are not Guarantors shall not exceed the aggregate amount of $50,000,000, and (iv) Investments in Joint Ventures not to exceed the aggregate amount of $30,000,000; (h) Investments in CJI, provided that at the time of and after giving effect to any such Investment no Default or Event of Default has occurred and is continuing; (i) Investments consisting of promissory notes received as proceeds of asset dispositions permitted by Section 9.5.2; (j) Investments consisting of loans and advances to employees (i) for moving, entertainment, travel and other similar expenses in the ordinary course of business, (ii) for any other purpose, with such Investments under this clause (ii) business not to exceed (x) $3,000,000 5,000,000 in the aggregate principal amount at any time outstanding and (y) $1,000,000 in the aggregate principal amount at any time outstanding to any single employee and (2) amounts held in accounts under deferred compensation plans of the Borrowers where investments are directed by employees; (e) trade credit extended on usual and customary terms in the ordinary course of business; (i) Investments by any Borrower or any other Guarantor in any other Borrower or other Guarantor or any Subsidiary of BGI in BGI and (ii) to the extent not otherwise permitted by clause (i) hereof, Investments by BGI or any Borrower or any Guarantor in any Subsidiary of BGI which is not a Borrower or a Guarantor or by any Subsidiary of BGI which is not a Borrower or Guarantor in another Subsidiary of BGI which is not a Borrower or Guarantor; provided that (A) no Default or Event of Default has occurred and is continuing or would result therefrom, and (B) such Investments or series of related Investments shall not exceed $3,000,000 in the aggregate; (g) Acquisitions; provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, and (ii) such Acquisition is permitted under §9.6; (h) guarantees of any obligations of landlords of a Borrower to the extent that the obligations relate to funds arranged by a Borrower and used to finance or refinance any stores of a Borrower and such funds are intended to be repaid through lease payments of a Borrower; (i) Investments in respect of Hedging Agreements entered into for hedging purposes only and not for speculation; provided that nothing in this §9.3(i) shall be deemed to prohibit equity hedging arrangements that constitute Restricted Payments permitted pursuant to §9.4; (j) Investments constituting guarantees by BGI and its Subsidiaries under the Second Lien Loan Facilityoutstanding; (k) Investments in Permitted Acquisitions (other Investments not exceeding $2,000,000 in the aggregate during the term of this Agreementthan Joint Ventures) permitted by Section 9.5.1(a) hereof; provided that no Default or Event of Default has occurred and is continuing or would result therefrom;and (l) guaranties permitted by §9.1; andother Investments of the Borrower and its Subsidiaries, such Investments not to exceed at any time in the aggregate the greater of (i) $125,000,000 or (ii) ten percent (10%) of the aggregate outstanding amount of Investments of the Borrower and its Subsidiaries outstanding at such time; (m) Investments (other than those Investments set forth in clauses (a) through (l) above)consisting of auction rate securities which have a long term rating of at least “A-” or “A3” and a short term rating of at least “A1” or “P1” by S&P or Mxxxx’x; provided that (i) no Default if such auction rate securities offer tax exempt dividends or Event interest, such securities shall maintain a rating of Default has occurred and is continuing or would result therefrom, (ii) BGI delivers to the Lenders at least three “Aa2” or “AA” by S&P or Mxxxx’x, and such securities may include municipal issues (3including without limitation, hospitals and toll roads) Business Days before the date on which it or any of its Subsidiaries agrees to or consummates such Investment a certificate of the principal financial or accounting officer of the Borrowers certifying as accurate and complete the monthly pro forma financial projections attached thereto student loan issues (including without limitation, universities and demonstrating (x) immediately before and after giving effect to such Investment and on a projected basis for the twelve (12) months after giving effect to such Investment, Excess Availability would be greater than twenty-five percent (25%) of the lesser of (A) the Aggregate Borrowing Base and (B) the Total Commitment and (y) the pro forma Fixed Charge Coverage Ratio for the twelve (12) month period then ended is greater than 1.20:1.00colleges), in form each case, made in accordance with the Borrower’s corporate investment policy as then in effect; and (n) Investments consisting of long term corporate debt securities having a rating of “A-” or better by S&P, or the equivalent rating by Mxxxx’x, and substance satisfactory to made in accordance with the Administrative Agent, based on reasonable projections of Borrower’s corporate investment policy in effect at the financial performance of the Borrowers and (iii) BGI shall deliver a certificate of an Authorized Officer of the Borrowers dated as of the date of time such Investment as to the solvency of BGI and its Subsidiaries on a consolidated basis following the consummation of such Investment and in form and substance satisfactory to the Administrative AgentInvestments are made.

Restrictions on Investments. None of the Borrowers willSuch Loan Party will not, nor and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in or byin: (a) cash equivalents marketable direct or short-term marketable securitiesguaranteed obligations of the United States of America, European or Japan that mature within one (1) year from the date of purchase by the Loan Parties; (b) intercompany Indebtedness permitted by §9.1(gdemand deposits, certificates of deposit, bankers acceptances and time deposits of United States or Japanese banks having total assets in excess of One Billion Dollars ($1,000,000,000); (c) securities commonly known as “commercial paper” issued by a corporation organized and existing under the laws of Japan, the laws of the European Union or the United States of America or any state thereof that at the time of purchase have been rated and the ratings for which are not less than “P 1” if rated by Xxxxx’x, and not less than “A 1” if rated by S&P; (d) Investments existing on the Effective Restatement Date and listed on Schedule 9.3 hereto; (di) Investments by the Borrower in any Domestic Subsidiary of the Borrower (including any Securitization Entity established by the Borrower), (ii) Investments by CAI in CAL, (iii) Investments by any Subsidiary of CAI who is not the Borrower or a Guarantor in any other Subsidiary of CAI who is not the Borrower or a Guarantor to the extent that such Investment is permitted pursuant to the terms of the Senior Revolving Credit Facility, (iv) Investments consisting of (1) loans guaranties of Indebtedness of the Loan Parties permitted under §9.1, including, without limitation, the CAI Rail Guaranty permitted by, and advances subject to employees (i) for moving, entertainment, travel and other similar expenses the conditions set forth in the ordinary course of business, clause (ii) for of Section 9.1(g), (v) Investments by any Subsidiary of CAI (other than the Borrower or any Domestic Subsidiary of the Borrower) in any other purposeSubsidiary of CAI who is not the Borrower or a Guarantor, with such and (vi) Investments by CAI in any Subsidiary of CAI other than CAL; provided that the aggregate amount of Investments by CAI under this clause (iivi) does not to exceed (x) $3,000,000 in the aggregate principal an amount at any time outstanding and (y) $1,000,000 in the aggregate principal amount at any time outstanding to any single employee and (2) amounts held in accounts under deferred compensation plans of the Borrowers where investments are directed by employees; (e) trade credit extended on usual and customary terms in the ordinary course of business; (i) Investments by any Borrower or any other Guarantor in any other Borrower or other Guarantor or any Subsidiary of BGI in BGI and (ii) equal to the extent not otherwise permitted by clause (i) hereof, Investments by BGI or any Borrower or any Guarantor in any Subsidiary greater of BGI which is not a Borrower or a Guarantor or by any Subsidiary of BGI which is not a Borrower or Guarantor in another Subsidiary of BGI which is not a Borrower or Guarantor; provided that (A) $60,000,000, and (B) 25% of Shareholders’ Equity at any time; provided further that both before and immediately after any such Investment under this clause (vi), no Default or Event of Default has shall have occurred and is continuing or would result therefrom, be continuing; (f) Investments consisting of the Guaranty and (B) such Investments or series of related Investments shall not exceed $3,000,000 in the aggregateguaranty provided by CAI pursuant to §17; (g) Acquisitions; Investments consisting of advances to employees pursuant to the Staff Loan Program, provided that the aggregate amount of such Investments shall not exceed One and One-Half Million Dollars (i$1,500,000) no Default or Event of Default has occurred and is continuing or would result therefrom, and (ii) such Acquisition is permitted under §9.6at any time; (h) guarantees Investments by any Subsidiary of any obligations of landlords of CAI who is not the Borrower or a Borrower to the extent that the obligations relate to funds arranged by a Borrower and used to finance or refinance any stores of a Borrower and such funds are intended to be repaid through lease payments of a BorrowerGuarantor; (i) other Investments of CAI not exceeding $50,000,000 in respect of Hedging Agreements entered into for hedging purposes only and not for speculationthe aggregate outstanding at any time; provided that nothing in this §9.3(i) shall be deemed to prohibit equity hedging arrangements that constitute Restricted Payments permitted pursuant to §9.4;and (j) Investments constituting guarantees by BGI and its Subsidiaries under the Second Lien any Loan Facility; (k) other Investments not exceeding $2,000,000 in the aggregate during the term of this Agreement; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; (l) guaranties permitted by §9.1; and (m) Investments (other than those Investments set forth in clauses (a) through (l) above); provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) BGI delivers to the Lenders at least three (3) Business Days before the date on which it Party or any of its Subsidiaries agrees to or consummates such Investment in a certificate Securitization Entity in connection with the establishment of a Permitted Securitization; provided, that no additional Investments shall be permitted in any Securitization Entity following the principal financial or accounting officer occurrence of the Borrowers certifying as accurate and complete the monthly pro forma financial projections attached thereto and demonstrating any event that would permit (x) immediately before and after giving effect to such Investment and on a projected basis for the twelve (12) months after giving effect to such Investment, Excess Availability would be greater than twenty-five percent (25%) of the lesser of (Ai) the Aggregate Borrowing Base and early termination of any purchase or lending commitment thereunder, (Bii) the Total Commitment and (y) the pro forma Fixed Charge Coverage Ratio for the twelve (12) month period then ended is greater commencement of amortization thereof earlier than 1.20:1.00scheduled, in form and substance satisfactory to the Administrative Agent, based on reasonable projections of the financial performance of the Borrowers and or (iii) BGI shall deliver a certificate the acceleration of an Authorized Officer of the Borrowers dated as of the date of such Investment as to the solvency of BGI and its Subsidiaries on a consolidated basis following the consummation of such Investment and any repayment obligations in form and substance satisfactory to the Administrative Agentrespect thereof.

Restrictions on Investments. None of the Borrowers willCAI will not, nor and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in or byin: (a) cash equivalents marketable direct or short-term marketable securitiesguaranteed obligations of the United States of America or Japan that mature within one (1) year from the date of purchase by any Borrower; (b) intercompany Indebtedness permitted by §9.1(g)demand deposits, certificates of deposit, bankers acceptances and time deposits of United States or Japanese banks having total assets in excess of $1,000,000,000; (c) securities commonly known as “commercial paper” issued by a corporation organized and existing under the laws of Japan or the United States of America or any state thereof that at the time of purchase have been rated and the ratings for which are not less than “P 1” if rated by Xxxxx'x, and not less than “A 1” if rated by S&P; (d) Investments existing on the Effective Date date hereof and listed on Schedule 9.3 hereto; (d) Investments consisting of (1) loans and advances to employees (i) for moving, entertainment, travel and other similar expenses in the ordinary course of business, (ii) for any other purpose, with such Investments under this clause (ii) not to exceed (x) $3,000,000 in the aggregate principal amount at any time outstanding and (y) $1,000,000 in the aggregate principal amount at any time outstanding to any single employee and (2) amounts held in accounts under deferred compensation plans of the Borrowers where investments are directed by employees; (e) trade credit extended on usual and customary terms in the ordinary course of business; (i) Investments by and between the Borrowers and the Guarantors, (ii) Investments by any Subsidiary of CAI who is not a Borrower or any other a Guarantor in any other Subsidiary of CAI who is not a Borrower or other Guarantor or any Subsidiary a Guarantor, (iii) Investments consisting of BGI in BGI guarantees of Indebtedness of CAI Rail permitted under §9.1, and (iiiv) subject to the extent not otherwise permitted by clause (i) hereof§§8.15 and 8.18, Investments by BGI or any Borrower or any Guarantor in any Subsidiary of BGI which CAI that is not a Borrower or a Guarantor or by any Subsidiary of BGI which is not a Borrower or Guarantor in another Subsidiary of BGI which is not a Borrower or Guarantorincluding, without limitation, an Excluded Subsidiary; provided that the aggregate amount of such Investments under this clause (iv) does not exceed an amount equal to the greater of (A) $60,000,000 and (B) 25% of Shareholders’ Equity at any time; provided further that both before and immediately after any such Investment under this clause (iv), no Default or Event of Default has shall have occurred and is continuing or would result therefrombe continuing; (f) Investments consisting of the Guaranty and the guaranty provided by CAI pursuant to §17; (g) Investments consisting of advances to employees pursuant to the Staff Loan Program, and (B) provided that the aggregate amount of such Investments or series of related Investments shall not exceed $3,000,000 in the aggregate; (g) Acquisitions; provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, and (ii) such Acquisition is permitted under §9.61,500,000 at any time; (h) guarantees Investments by any Subsidiary of any obligations of landlords of CAI who is not a Borrower to the extent that the obligations relate to funds arranged by or a Borrower and used to finance or refinance any stores of a Borrower and such funds are intended to be repaid through lease payments of a BorrowerGuarantor; (i) Investments in respect of Hedging Agreements entered into for hedging purposes only and not for speculation; provided that nothing in this §9.3(i) shall be deemed to prohibit equity hedging arrangements that constitute Restricted Payments permitted pursuant to §9.4; (j) Investments constituting guarantees by BGI and its Subsidiaries under the Second Lien Loan Facility; (k) other Investments not exceeding $2,000,000 10,000,000 in the aggregate during the term of this Agreement; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; (l) guaranties permitted by §9.1outstanding at any time; and (mj) Investments (other than those Investments set forth in clauses (a) through (l) above); provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) BGI delivers to the Lenders at least three (3) Business Days before the date on which it by CAI or any of its Subsidiaries agrees to or consummates such Investment in a certificate Securitization Entity in connection with the establishment of a Permitted Securitization; provided, that no additional Investments shall be permitted in any Securitization Entity following the principal financial or accounting officer occurrence of the Borrowers certifying as accurate and complete the monthly pro forma financial projections attached thereto and demonstrating any event that would permit (x) immediately before and after giving effect to such Investment and on a projected basis for the twelve (12) months after giving effect to such Investment, Excess Availability would be greater than twenty-five percent (25%) of the lesser of (Ai) the Aggregate Borrowing Base and early termination of any purchase or lending commitment thereunder, (Bii) the Total Commitment and (y) the pro forma Fixed Charge Coverage Ratio for the twelve (12) month period then ended is greater commencement of amortization thereof earlier than 1.20:1.00scheduled, in form and substance satisfactory to the Administrative Agent, based on reasonable projections of the financial performance of the Borrowers and or (iii) BGI shall deliver a certificate the acceleration of an Authorized Officer of the Borrowers dated as of the date of such Investment as to the solvency of BGI and its Subsidiaries on a consolidated basis following the consummation of such Investment and any repayment obligations in form and substance satisfactory to the Administrative Agentrespect thereof.

Restrictions on Investments. None of the Borrowers No Borrower will, nor will it permit any --------------------------- of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in or byin: (a) cash equivalents marketable direct or short-term marketable securitiesguaranteed obligations of the United States of America that mature within one (1) year from the date of purchase by any Borrower; (b) intercompany Indebtedness permitted by §9.1(g)demand deposits, certificates of deposit, bank acceptances and time deposits of United States banks having total assets in excess of $1,000,000,000; (c) Investments securities commonly known as "commercial paper" issued by a ---------- ----- corporation organized and existing on under the Effective Date laws of the United States of America or any state thereof that at the time of purchase have been rated and listed on Schedule 9.3 heretothe ratings for which are not less than "P 1" if rated by Xxxxx'x, and not less than "A 1" if rated by S & P; (d) Investments existing on the date hereof and listed on Schedule 9.3 ------------ hereto; (e) Investments with respect to Indebtedness permitted by Section 9.1(f) so long as such entities remain Subsidiaries of the Borrowers; (f) Investments consisting of the Guaranty or Investments by any Borrower in Subsidiaries of any Borrower existing on the Closing Date; (1g) Investments consisting of promissory notes received as proceeds of asset dispositions permitted by Section 9.5.2; (h) Investments consisting of loans and advances to employees (i) for moving, entertainment, travel and other similar expenses in the ordinary course of business, (ii) for any other purpose, with such Investments under this clause (ii) not business and to exceed (x) $3,000,000 in the aggregate principal amount at any time outstanding and (y) $1,000,000 in the aggregate principal amount at any time outstanding to any single employee and (2) amounts held in accounts under deferred compensation plans of the Borrowers where investments are directed by employees; (e) trade credit extended on usual and customary terms owner-operators in the ordinary course of business;business in an aggregate amount not to exceed $1,250,000 at any one time; and (i) other Investments in an aggregate amount not to exceed $300,000 at any one time; provided, however, that, such Investments will be considered Investments -------- ------- permitted by any Borrower or any other Guarantor in any other Borrower or other Guarantor or any Subsidiary of BGI in BGI and (ii) this Section 9.3 only if all actions have been taken to the extent not otherwise permitted by clause (i) hereof, Investments by BGI or any Borrower or any Guarantor in any Subsidiary of BGI which is not a Borrower or a Guarantor or by any Subsidiary of BGI which is not a Borrower or Guarantor in another Subsidiary of BGI which is not a Borrower or Guarantor; provided that (A) no Default or Event of Default has occurred and is continuing or would result therefrom, and (B) such Investments or series of related Investments shall not exceed $3,000,000 in the aggregate; (g) Acquisitions; provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, and (ii) such Acquisition is permitted under §9.6; (h) guarantees of any obligations of landlords of a Borrower to the extent that the obligations relate to funds arranged by a Borrower and used to finance or refinance any stores of a Borrower and such funds are intended to be repaid through lease payments of a Borrower; (i) Investments in respect of Hedging Agreements entered into for hedging purposes only and not for speculation; provided that nothing in this §9.3(i) shall be deemed to prohibit equity hedging arrangements that constitute Restricted Payments permitted pursuant to §9.4; (j) Investments constituting guarantees by BGI and its Subsidiaries under the Second Lien Loan Facility; (k) other Investments not exceeding $2,000,000 in the aggregate during the term of this Agreement; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; (l) guaranties permitted by §9.1; and (m) Investments (other than those Investments set forth in clauses (a) through (l) above); provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) BGI delivers to the Lenders at least three (3) Business Days before the date on which it or any of its Subsidiaries agrees to or consummates such Investment a certificate satisfaction of the principal financial or accounting officer of the Borrowers certifying as accurate and complete the monthly pro forma financial projections attached thereto and demonstrating (x) immediately before and after giving effect Administrative Agent to such Investment and on a projected basis for the twelve (12) months after giving effect to such Investment, Excess Availability would be greater than twenty-five percent (25%) of the lesser of (A) the Aggregate Borrowing Base and (B) the Total Commitment and (y) the pro forma Fixed Charge Coverage Ratio for the twelve (12) month period then ended is greater than 1.20:1.00, in form and substance satisfactory provide to the Administrative Agent, based on reasonable projections for the benefit of the financial performance of the Borrowers Lenders and (iii) BGI shall deliver a certificate of an Authorized Officer of the Borrowers dated as of the date of such Investment as to the solvency of BGI and its Subsidiaries on a consolidated basis following the consummation of such Investment and in form and substance satisfactory to the Administrative Agent, a first priority perfected security interest in all of such Investments free of all Liens other than Permitted Liens.

Restrictions on Investments. None of Neither Holdings nor the Borrowers Borrower will, nor and neither will permit any of its their Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in or byin: (a) cash equivalents marketable direct or short-term marketable securitiesguaranteed obligations of the United States of America that mature within one (1) year from the date of purchase by Holdings or the Borrower; (b) intercompany Indebtedness permitted by §9.1(g)demand deposits, certificates of deposit, bankers acceptances and time deposits of United States banks having total assets in excess of $500,000,000; (c) securities commonly known as "commercial paper" issued by a corporation organized and existing under the laws of the United States of America or any state thereof that at the time of purchase have been rated and the ratings for which are not less than "P 1" if rated by Xxxxx'x Investors Services, Inc., and not less than "A 1" if rated by Standard and Poor's; (d) Repurchase agreements secured by any one or more of the foregoing; (e) Investments existing on the Effective Date date hereof and listed on Schedule 9.3 hereto and in amounts not to exceed the amounts listed on Schedule 9.3 hereto; (df) Investments consisting of the Guarantees; (1g) loans and advances to employees Investments by Holdings in Subsidiaries of Holdings formed or acquired after the Closing Date other than Unrestricted Subsidiaries, provided (i) for moving, entertainment, travel such Subsidiary has become a party to the Credit Agreement as a Guarantor and other similar expenses in the ordinary course of businesshas complied with (S)9.5.1, (ii) for any other purpose, with such Investments under this clause (ii) do not to exceed (x) $3,000,000 exceed, in the aggregate principal amount aggregate, $7,500,000 outstanding at any one time outstanding and (yiii) $1,000,000 in the aggregate principal amount at any time outstanding to any single employee and (2) amounts held in accounts under deferred compensation plans of the Borrowers where investments are directed by employeesAgent has approved such Investments; (eh) trade credit extended on usual Investments by the Borrower in any of its Restricted Subsidiaries, provided, such Restricted Subsidiary has executed and customary terms delivered to the Agent for the benefit of the Agent and the Banks a guaranty and security agreement and such Investments do not exceed, in the ordinary course of businessaggregate, $7,500,000 outstanding at any one time; (i) Investments by any the Borrower or any other Guarantor in any other Borrower or other Guarantor or any Subsidiary of BGI in BGI and (ii) to the extent not otherwise permitted by clause (i) hereofits Unrestricted Subsidiaries, Investments by BGI or any Borrower or any Guarantor in any Subsidiary of BGI which is not a Borrower or a Guarantor or by any Subsidiary of BGI which is not a Borrower or Guarantor in another Subsidiary of BGI which is not a Borrower or Guarantor; provided that (A) no Default or Event of Default has occurred and is continuing or would result therefromprovided, and (B) such Investments or series of related Investments shall in such Unrestricted Subsidiaries do not exceed $3,000,000 exceed, in the aggregate; (g) Acquisitions; provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, and (ii) such Acquisition is permitted under §9.6; (h) guarantees of $7,500,000 outstanding at any obligations of landlords of a Borrower to the extent that the obligations relate to funds arranged by a Borrower and used to finance or refinance any stores of a Borrower and such funds are intended to be repaid through lease payments of a Borrower; (i) Investments in respect of Hedging Agreements entered into for hedging purposes only and not for speculation; provided that nothing in this §9.3(i) shall be deemed to prohibit equity hedging arrangements that constitute Restricted Payments permitted pursuant to §9.4one time; (j) Investments constituting guarantees by BGI and its Subsidiaries under the Second Lien Loan Facility; (k) other Investments not exceeding $2,000,000 in the aggregate during the term of this Agreement; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; (l) guaranties permitted by §9.1; and (m) Investments (other than those Investments set forth in clauses (a) through (l) above); provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) BGI delivers to the Lenders at least three (3) Business Days before the date on which it Borrower or any of its Subsidiaries agrees to or consummates such Investment a certificate of the principal financial or accounting officer of the Borrowers certifying as accurate and complete the monthly pro forma financial projections attached thereto and demonstrating made in connection with any Indebtedness permitted under (xS)9.1(l) immediately before and after giving effect to such Investment and on a projected basis for the twelve (12) months after giving effect to such Investment, Excess Availability would be greater than twenty-five percent (25%) of the lesser of (A) the Aggregate Borrowing Base and (B) the Total Commitment and (y) the pro forma Fixed Charge Coverage Ratio for the twelve (12) month period then ended is greater than 1.20:1.00, in form and substance satisfactory to the Administrative Agent, based on reasonable projections of the financial performance of the Borrowers and (iii) BGI shall deliver a certificate of an Authorized Officer of the Borrowers dated as of the date of such Investment as to the solvency of BGI and its Subsidiaries on a consolidated basis following the consummation of such Investment and in form and substance satisfactory to the Administrative Agent.hereof;

Restrictions on Investments. None of the Borrowers Neither Borrower will, nor will it permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in or byin: (a) cash equivalents marketable direct or short-term marketable securitiesguaranteed obligations of the United States of America that mature within one (1) year from the date of purchase by the Borrowers; (b) intercompany Indebtedness permitted by §9.1(g)demand deposits, certificates of deposit, bankers acceptances and time deposits of United States banks having total assets in excess of $1,000,000,000; (c) Investments securities commonly known as "commercial paper" issued by a corporation organized and existing on under the Effective Date laws of the United States of America or any state thereof that at the time of purchase have been rated and listed on Schedule 9.3 heretothe ratings for which are not less than "P 1" if rated by Xxxxx'x, and not less than "A 1" if rated by S & P; (d) Investments existing on the date hereof and listed on Schedule 11.3 hereto; (e) Investments by Holdings in Crystal Rock; (f) Investments consisting of promissory notes received as proceeds of asset dispositions permitted by Section 11.5.2; (1g) Investments consisting of Permitted Acquisitions; (i) Investments by the Borrowers in Subsidiaries that have guarantied the Obligations and otherwise complied with the provisions of Section 10.18 and (ii) Investments by one Borrower in another Borrower; and (i) Investments consisting of loans and advances to employees (i) for moving, entertainment, travel and other similar expenses in the ordinary course of business, (ii) for any other purpose, with such Investments under this clause (ii) business not to exceed $100,000 in the aggregate at any time outstanding; provided, however, that, with the exception of (x) demand deposits referred to in Section 11.3(b), (y) loans and advances referred to in Section 11.3(i) and (z) other Investments having a fair market value of less than $3,000,000 50,000 individually and $150,000 in the aggregate principal amount at any time outstanding and (y) $1,000,000 in the aggregate principal amount at any time outstanding to any single employee and (2) amounts held in accounts under deferred compensation plans for all of the Borrowers where investments are directed by employees; (e) trade credit extended on usual and customary terms in the ordinary course of business; (i) such other Investments by any Borrower or any other Guarantor in any other Borrower or other Guarantor or any Subsidiary of BGI in BGI and (ii) to the extent not otherwise permitted by clause (i) hereof, Investments by BGI or any Borrower or any Guarantor in any Subsidiary of BGI which is not a Borrower or a Guarantor or by any Subsidiary of BGI which is not a Borrower or Guarantor in another Subsidiary of BGI which is not a Borrower or Guarantor; provided that (A) no Default or Event of Default has occurred and is continuing or would result therefrom, and (B) such Investments or series of related Investments shall not exceed $3,000,000 in the aggregate; (g) Acquisitions; provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, and (ii) such Acquisition is Investments will be considered Investments permitted under §9.6; (h) guarantees of any obligations of landlords of a Borrower by this Section 11.3 only if all actions have been taken to the extent that the obligations relate to funds arranged by a Borrower and used to finance or refinance any stores of a Borrower and such funds are intended to be repaid through lease payments of a Borrower; (i) Investments in respect of Hedging Agreements entered into for hedging purposes only and not for speculation; provided that nothing in this §9.3(i) shall be deemed to prohibit equity hedging arrangements that constitute Restricted Payments permitted pursuant to §9.4; (j) Investments constituting guarantees by BGI and its Subsidiaries under the Second Lien Loan Facility; (k) other Investments not exceeding $2,000,000 in the aggregate during the term of this Agreement; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; (l) guaranties permitted by §9.1; and (m) Investments (other than those Investments set forth in clauses (a) through (l) above); provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) BGI delivers to the Lenders at least three (3) Business Days before the date on which it or any of its Subsidiaries agrees to or consummates such Investment a certificate satisfaction of the principal financial or accounting officer of the Borrowers certifying as accurate and complete the monthly pro forma financial projections attached thereto and demonstrating (x) immediately before and after giving effect Administrative Agent to such Investment and on a projected basis for the twelve (12) months after giving effect to such Investment, Excess Availability would be greater than twenty-five percent (25%) of the lesser of (A) the Aggregate Borrowing Base and (B) the Total Commitment and (y) the pro forma Fixed Charge Coverage Ratio for the twelve (12) month period then ended is greater than 1.20:1.00, in form and substance satisfactory provide to the Administrative Agent, based on reasonable projections for the benefit of the financial performance of the Borrowers Lenders and (iii) BGI shall deliver a certificate of an Authorized Officer of the Borrowers dated as of the date of such Investment as to the solvency of BGI and its Subsidiaries on a consolidated basis following the consummation of such Investment and in form and substance satisfactory to the Administrative Agent, a first priority perfected security interest in all of such Investments free of all Liens other than Permitted Liens.

Restrictions on Investments. None of AmeriKing, Holdings and the Borrowers --------------------------- Borrower will, nor will any of them permit any of its their Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in or byin: (a) cash equivalents marketable direct or short-term marketable securitiesguaranteed obligations of the United States of America that mature within one (1) year from the date of purchase by AmeriKing, Holdings or the Borrower; (b) intercompany Indebtedness permitted by §9.1(g)demand deposits, certificates of deposit, bankers acceptances and time deposits of United States banks having total assets in excess of $500,000,000; (c) Investments securities commonly known as "commercial paper" issued by a corporation organized and existing on under the Effective Date laws of the United States of America or any state thereof that at the time of purchase have been rated and listed on Schedule 9.3 heretothe ratings for which are not less than "P 1" if rated by Xxxxx'x Investors Services, Inc., and not less than "A 1" if rated by Standard and Poor's; (d) Investments consisting of (1) loans and advances to employees (i) for moving, entertainment, travel and other similar expenses in the ordinary course of business, (ii) for Repurchase agreements secured by any other purpose, with such Investments under this clause (ii) not to exceed (x) $3,000,000 in the aggregate principal amount at any time outstanding and (y) $1,000,000 in the aggregate principal amount at any time outstanding to any single employee and (2) amounts held in accounts under deferred compensation plans one or more of the Borrowers where investments are directed by employeesforegoing; (e) trade credit extended Investments existing on usual the date hereof and customary terms listed on Schedule ------- 9.3 hereto and in amounts not to exceed the amounts listed on Schedule 9.3 --- -------- --- hereto; (f) Investments consisting of the Guarantees; (g) Investments by the Borrower in any of its Restricted Subsidiaries, provided, such Restricted Subsidiary has complied with -------- (S)8.17 and/or 8.18 hereof (including executing and delivering to the Agent for the benefit of the Agent and the Banks a guaranty and security agreement) and such Investments do not exceed, in the ordinary course aggregate, $7,500,000 outstanding at any one time; (h) Investments by the Borrower consisting of businessDistributions permitted by (S)9.4; (i) Investments by any Unrestricted Subsidiaries in Persons other than AmeriKing, Holdings, the Borrower or any other Guarantor in any other Borrower or other Guarantor or any Subsidiary of BGI in BGI and (ii) to the extent not otherwise permitted by clause (i) hereof, Investments by BGI or any Borrower or any Guarantor in any Subsidiary of BGI which is not a Borrower or a Guarantor or by any Subsidiary of BGI which is not a Borrower or Guarantor in another Subsidiary of BGI which is not a Borrower or Guarantor; provided that (A) no Default or Event of Default has occurred and is continuing or would result therefrom, and (B) such Investments or series of related Investments shall not exceed $3,000,000 in the aggregate; (g) Acquisitions; provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, and (ii) such Acquisition is permitted under §9.6; (h) guarantees of any obligations of landlords of a Borrower to the extent that the obligations relate to funds arranged by a Borrower and used to finance or refinance any stores of a Borrower and such funds are intended to be repaid through lease payments of a Borrower; (i) Investments in respect of Hedging Agreements entered into for hedging purposes only and not for speculation; provided that nothing in this §9.3(i) shall be deemed to prohibit equity hedging arrangements that constitute Restricted Payments permitted pursuant to §9.4Subsidiary; (j) Investments constituting guarantees by BGI and its Subsidiaries shares of any so-called "money market fund" provided, that such -------- fund is registered under the Second Lien Loan Facility;Investment Company Act of 1940, has net assets in excess of $100,000,000, has an investment portfolio with an average maturity of 365 days or less, and invests substantially all of its assets in Investments of the types listed in clauses (a), (b) and (c) above; and (k) other Investments not exceeding $2,000,000 in by the aggregate during the term of this Agreement; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; (l) guaranties permitted by §9.1; and (m) Investments (other than those Investments set forth in clauses (a) through (l) above); provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) BGI delivers to the Lenders at least three (3) Business Days before the date on which it Borrower or any of its Subsidiaries agrees to or consummates such Investment a certificate of the principal financial or accounting officer of the Borrowers certifying as accurate and complete the monthly pro forma financial projections attached thereto and demonstrating made in connection with any Indebtedness permitted under (xS)9.1(l) immediately before and after giving effect to such Investment and on a projected basis for the twelve (12) months after giving effect to such Investment, Excess Availability would be greater than twenty-five percent (25%) of the lesser of (A) the Aggregate Borrowing Base and (B) the Total Commitment and (y) the pro forma Fixed Charge Coverage Ratio for the twelve (12) month period then ended is greater than 1.20:1.00, in form and substance satisfactory to the Administrative Agent, based on reasonable projections of the financial performance of the Borrowers and (iii) BGI shall deliver a certificate of an Authorized Officer of the Borrowers dated as of the date of such Investment as to the solvency of BGI and its Subsidiaries on a consolidated basis following the consummation of such Investment and in form and substance satisfactory to the Administrative Agenthereof.

Restrictions on Investments. None of the Borrowers willSuch Loan Party will not, nor and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in or byin: (a) cash equivalents marketable direct or short-term marketable securitiesguaranteed obligations of the United States of America, European or Japan that mature within one (1) year from the date of purchase by the Loan Parties; (b) intercompany Indebtedness permitted by §9.1(gdemand deposits, certificates of deposit, bankers acceptances and time deposits of United States or Japanese banks having total assets in excess of One Billion Dollars ($1,000,000,000); (c) securities commonly known as “commercial paper” issued by a corporation organized and existing under the laws of Japan, the laws of the European Union or the United States of America or any state thereof that at the time of purchase have been rated and the ratings for which are not less than “P 1” if rated by Xxxxx’x, and not less than “A 1” if rated by S&P; (d) Investments existing on the Effective Restatement Date and listed on Schedule 9.3 hereto; (di) Investments by the Borrower in any Domestic Subsidiary of the Borrower (including any Securitization Entity established by the Borrower), (ii) Investments by CAI in CAL, (iii) Investments by any Subsidiary of CAI who is not the Borrower or a Guarantor in any other Subsidiary of CAI who is not the Borrower or a Guarantor to the extent that such Investment is permitted pursuant to the terms of the Senior Revolving Credit Facility, (iv) Investments consisting of (1) loans guaranties of Indebtedness of the Loan Parties permitted under §9.1, including, without limitation, the CAI Rail Guaranty permitted by, and advances subject to employees (i) for moving, entertainment, travel and other similar expenses the conditions set forth in the ordinary course of business, clause (ii) for of Section 9.1(g), (v) Investments by any Subsidiary of CAI (other than the Borrower or any Domestic Subsidiary of the Borrower) in any other purposeSubsidiary of CAI who is not the Borrower or a Guarantor, with such and (vi) Investments by CAI in any Subsidiary of CAI other than CAL; provided that the aggregate amount of Investments under this clause (iivi) does not to exceed (x) $3,000,000 in the aggregate principal an amount at any time outstanding and (y) $1,000,000 in the aggregate principal amount at any time outstanding to any single employee and (2) amounts held in accounts under deferred compensation plans of the Borrowers where investments are directed by employees; (e) trade credit extended on usual and customary terms in the ordinary course of business; (i) Investments by any Borrower or any other Guarantor in any other Borrower or other Guarantor or any Subsidiary of BGI in BGI and (ii) equal to the extent not otherwise permitted by clause (i) hereof, Investments by BGI or any Borrower or any Guarantor in any Subsidiary greater of BGI which is not a Borrower or a Guarantor or by any Subsidiary of BGI which is not a Borrower or Guarantor in another Subsidiary of BGI which is not a Borrower or Guarantor; provided that (A) Thirty Million Dollars ($30,000,000), and (B) 25% of Shareholders’ Equity at any time; provided further that both before and immediately after any such Investment under this clause (vi), no Default or Event of Default has shall have occurred and is continuing or would result therefrom, be continuing; (f) Investments consisting of the Guaranty and (B) such Investments or series of related Investments shall not exceed $3,000,000 in the aggregateguaranty provided by CAI pursuant to §17; (g) Acquisitions; Investments consisting of advances to employees pursuant to the Staff Loan Program, provided that the aggregate amount of such Investments shall not exceed One and One-Half Million Dollars (i$1,500,000) no Default or Event of Default has occurred and is continuing or would result therefrom, and (ii) such Acquisition is permitted under §9.6at any time; (h) guarantees Investments by any Subsidiary of any obligations of landlords of CAI who is not the Borrower or a Borrower to the extent that the obligations relate to funds arranged by a Borrower and used to finance or refinance any stores of a Borrower and such funds are intended to be repaid through lease payments of a BorrowerGuarantor; (i) other Investments not exceeding Ten Million Dollars ($10,000,000) in respect of Hedging Agreements entered into for hedging purposes only and not for speculationthe aggregate outstanding at any time; provided that nothing in this §9.3(i) shall be deemed to prohibit equity hedging arrangements that constitute Restricted Payments permitted pursuant to §9.4;and (j) Investments constituting guarantees by BGI and its Subsidiaries under the Second Lien any Loan Facility; (k) other Investments not exceeding $2,000,000 in the aggregate during the term of this Agreement; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; (l) guaranties permitted by §9.1; and (m) Investments (other than those Investments set forth in clauses (a) through (l) above); provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) BGI delivers to the Lenders at least three (3) Business Days before the date on which it Party or any of its Subsidiaries agrees to or consummates such Investment in a certificate Securitization Entity in connection with the establishment of a Permitted Securitization; provided, that no additional Investments shall be permitted in any Securitization Entity following the principal financial or accounting officer occurrence of the Borrowers certifying as accurate and complete the monthly pro forma financial projections attached thereto and demonstrating any event that would permit (x) immediately before and after giving effect to such Investment and on a projected basis for the twelve (12) months after giving effect to such Investment, Excess Availability would be greater than twenty-five percent (25%) of the lesser of (Ai) the Aggregate Borrowing Base and early termination of any purchase or lending commitment thereunder, (Bii) the Total Commitment and (y) the pro forma Fixed Charge Coverage Ratio for the twelve (12) month period then ended is greater commencement of amortization thereof earlier than 1.20:1.00scheduled, in form and substance satisfactory to the Administrative Agent, based on reasonable projections of the financial performance of the Borrowers and or (iii) BGI shall deliver a certificate the acceleration of an Authorized Officer of the Borrowers dated as of the date of such Investment as to the solvency of BGI and its Subsidiaries on a consolidated basis following the consummation of such Investment and any repayment obligations in form and substance satisfactory to the Administrative Agentrespect thereof.

Restrictions on Investments. None of the Borrowers willCAI will not, nor and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in or byin: (a) cash equivalents marketable direct or short-term marketable securitiesguaranteed obligations of the United States of America or Japan that mature within one (1) year from the date of purchase by any Borrower; (b) intercompany Indebtedness permitted by §9.1(g)demand deposits, certificates of deposit, bankers acceptances and time deposits of United States or Japanese banks having total assets in excess of $1,000,000,000; (c) securities commonly known as “commercial paper” issued by a corporation organized and existing under the laws of Japan or the United States of America or any state thereof that at the time of purchase have been rated and the ratings for which are not less than “P 1” if rated by Xxxxx'x, and not less than “A 1” if rated by S&P; (d) Investments existing on the Sixth Amendment Effective Date and listed on Schedule 9.3 hereto; (d) Investments consisting of (1) loans and advances to employees (i) for moving, entertainment, travel and other similar expenses in the ordinary course of business, (ii) for any other purpose, with such Investments under this clause (ii) not to exceed (x) $3,000,000 in the aggregate principal amount at any time outstanding and (y) $1,000,000 in the aggregate principal amount at any time outstanding to any single employee and (2) amounts held in accounts under deferred compensation plans of the Borrowers where investments are directed by employees; (e) trade credit extended on usual and customary terms in the ordinary course of business; (i) Investments by and between the Borrowers and the Guarantors, (ii) Investments by any Subsidiary of CAI who is not a Borrower or any other a Guarantor in any other Subsidiary of CAI who is not a Borrower or other Guarantor or any Subsidiary a Guarantor, (iii) Investments consisting of BGI in BGI guarantees of Indebtedness of CAI Rail permitted under §9.1, and (iiiv) subject to the extent not otherwise permitted by clause (i) hereof§§8.15 and 8.18, Investments by BGI or any Borrower or any Guarantor in any Subsidiary of BGI which CAI that is not a Borrower or a Guarantor or by any Subsidiary of BGI which is not a Borrower or Guarantor in another Subsidiary of BGI which is not a Borrower or Guarantorincluding, without limitation, an Excluded Subsidiary; provided that the aggregate amount of such Investments under this clause (iv) does not exceed an amount equal to the greater of (A) $60,000,000 and (B) 25% of Shareholders’ Equity at any time; provided further that both before and immediately after any such Investment under this clause (iv), no Default or Event of Default has shall have occurred and is continuing or would result therefrombe continuing; (f) Investments consisting of the Guaranty and the guaranty provided by CAI pursuant to §17; (g) Investments consisting of advances to employees pursuant to the Staff Loan Program, and (B) provided that the aggregate amount of such Investments or series of related Investments shall not exceed $3,000,000 in the aggregate; (g) Acquisitions; provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, and (ii) such Acquisition is permitted under §9.61,500,000 at any time; (h) guarantees Investments by any Subsidiary of any obligations of landlords of CAI who is not a Borrower to the extent that the obligations relate to funds arranged by or a Borrower and used to finance or refinance any stores of a Borrower and such funds are intended to be repaid through lease payments of a BorrowerGuarantor; (i) Investments in respect of Hedging Agreements entered into for hedging purposes only and not for speculation; provided that nothing in this §9.3(i) shall be deemed to prohibit equity hedging arrangements that constitute Restricted Payments permitted pursuant to §9.4; (j) Investments constituting guarantees by BGI and its Subsidiaries under the Second Lien Loan Facility; (k) other Investments not exceeding $2,000,000 50,000,000 in the aggregate during the term of this Agreement; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; (l) guaranties permitted by §9.1outstanding at any time; and (mj) Investments (other than those Investments set forth in clauses (a) through (l) above); provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) BGI delivers to the Lenders at least three (3) Business Days before the date on which it by CAI or any of its Subsidiaries agrees to or consummates such Investment in a certificate Securitization Entity in connection with the establishment of a Permitted Securitization; provided, that no additional Investments shall be permitted in any Securitization Entity following the principal financial or accounting officer occurrence of the Borrowers certifying as accurate and complete the monthly pro forma financial projections attached thereto and demonstrating any event that would permit (x) immediately before and after giving effect to such Investment and on a projected basis for the twelve (12) months after giving effect to such Investment, Excess Availability would be greater than twenty-five percent (25%) of the lesser of (Ai) the Aggregate Borrowing Base and early termination of any purchase or lending commitment thereunder, (Bii) the Total Commitment and (y) the pro forma Fixed Charge Coverage Ratio for the twelve (12) month period then ended is greater commencement of amortization thereof earlier than 1.20:1.00scheduled, in form and substance satisfactory to the Administrative Agent, based on reasonable projections of the financial performance of the Borrowers and or (iii) BGI shall deliver a certificate the acceleration of an Authorized Officer of the Borrowers dated as of the date of such Investment as to the solvency of BGI and its Subsidiaries on a consolidated basis following the consummation of such Investment and any repayment obligations in form and substance satisfactory to the Administrative Agentrespect thereof.

Restrictions on Investments. None of the Borrowers willIt will not, nor and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in or byexcept: (a) cash equivalents Investments in marketable direct or short-term marketable securitiesguaranteed obligations of the United States of America or Japan that mature within one (1) year from the date of purchase; (b) intercompany Indebtedness permitted by §9.1(g)Investments in demand deposits, certificates of deposit, bankers acceptances and time deposits of United States or Japanese banks having total assets in excess of $1,000,000,000; (c) Investments in securities commonly known as “commercial paper” issued by a corporation organized and existing under the laws of Japan or the United States of America or any state thereof that at the time of purchase have been rated and the ratings for which are not less than “P 1” if rated by Xxxxx’x, and not less than “A 1” if rated by S&P; (d) Investments existing on the Effective Date date hereof and listed on Schedule 9.3 hereto; (de) (i) Investments by and between the Guarantor and the Borrower, (ii) Investments consisting of guaranties of Indebtedness of CAI Rail permitted under Section 9.1; (1iii) loans and advances to employees (i) for moving, entertainment, travel and other similar expenses Investments by any Subsidiary of the Guarantor who is not the Borrower in the ordinary course of business, (ii) for any other purposeSubsidiary of the Guarantor who is not the Borrower and (iv) Investments by the Borrower and/or the Guarantor in CAI Rail or any Subsidiary of the Guarantor that is not the Borrower, with including without limitation any Excluded Subsidiary; provided that the aggregate amount of such Investments under this clause (iiiv) does not to exceed exceed, as of any date of determination, the greater of (x) $3,000,000 in the aggregate principal amount at any time outstanding 60,000,000 and (y) $1,000,000 in the aggregate principal amount at any time outstanding to any single employee and (2) amounts held in accounts under deferred compensation plans product of the Borrowers where investments are directed by employees; (e) trade credit extended on usual and customary terms in the ordinary course of business; (i) Investments by any Borrower or any other Guarantor in any other Borrower or other Guarantor or any Subsidiary of BGI in BGI and (ii) to the extent not otherwise permitted by clause (i) hereof, Investments by BGI or any Borrower or any Guarantor in any Subsidiary of BGI which is not a Borrower or a Guarantor or by any Subsidiary of BGI which is not a Borrower or Guarantor in another Subsidiary of BGI which is not a Borrower or Guarantor; provided that (A) no Default or Event of Default has occurred and is continuing or would result therefrom, and (B) such Investments or series of related Investments shall not exceed $3,000,000 in the aggregate; (g) Acquisitions; provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, and (ii) such Acquisition is permitted under §9.6; (h) guarantees of any obligations of landlords of a Borrower to the extent that the obligations relate to funds arranged by a Borrower and used to finance or refinance any stores of a Borrower and such funds are intended to be repaid through lease payments of a Borrower; (i) Investments in respect of Hedging Agreements entered into for hedging purposes only and not for speculation; provided that nothing in this §9.3(i) shall be deemed to prohibit equity hedging arrangements that constitute Restricted Payments permitted pursuant to §9.4; (j) Investments constituting guarantees by BGI and its Subsidiaries under the Second Lien Loan Facility; (k) other Investments not exceeding $2,000,000 in the aggregate during the term of this Agreement; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; (l) guaranties permitted by §9.1; and (m) Investments (other than those Investments set forth in clauses (a) through (l) above); provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) BGI delivers to the Lenders at least three (3) Business Days before the date on which it or any of its Subsidiaries agrees to or consummates such Investment a certificate of the principal financial or accounting officer of the Borrowers certifying as accurate and complete the monthly pro forma financial projections attached thereto and demonstrating (x) immediately before and after giving effect to such Investment and on a projected basis for the twelve (12) months after giving effect to such Investment, Excess Availability would be greater than twenty-five percent (25%) of the lesser of (A) the Aggregate Borrowing Base and (B) the Total Commitment and (y) the pro forma Fixed Charge Coverage Ratio for the twelve (12) month period then ended is greater than 1.20:1.00, in form and substance satisfactory an amount equal to the Administrative Agent, based on reasonable projections Shareholders’ Equity as of such date; and provided further that both before and immediately after any such Investment under this clause (iv) no Default or Event of Default shall have occurred and be continuing; (f) Investments consisting of the financial performance guaranty provided by the Guarantor pursuant to §17; (g) Investments consisting of advances to employees pursuant to the Staff Loan Program, provided that the aggregate principal amount of loans outstanding at any time under such program shall not exceed $1,500,000; (h) Investments by any Subsidiary of the Borrowers Guarantor who is not the Borrower; (i) Investments by the Guarantor and (iii) BGI shall deliver a certificate of an Authorized Officer any Subsidiary of the Borrowers dated as Guarantor in a Securitization Entity in connection with a Permitted Securitization, provided that after giving effect to such Investment the ratio of the date of such Investment as Restricted Funded Debt to Restricted Tangible Net Worth shall not exceed 3.50:1.00; and (j) other Investments not exceeding $10,000,000 in the solvency of BGI and its Subsidiaries on a consolidated basis following the consummation of such Investment and in form and substance satisfactory to the Administrative Agentaggregate outstanding at any time.

Restrictions on Investments. None The Borrowers shall not, directly or indirectly, purchase or acquire any capital stock, equity interest, or other obligations or securities of, or any interest in, any other Person, or make any acquisition, or make any advance, loan, extension of the Borrowers willcredit or capital contribution to or any other investment in, nor will permit any of its Subsidiaries toother Person, make or permit to exist or to remain outstanding any Investment except Investments in or by(an "Investment") other than: (a) cash equivalents marketable direct or short-term marketable securitiesguaranteed obligations of the United States of America that mature within one (1) year from the date of purchase; (b) intercompany Indebtedness permitted by §9.1(g)demand deposits, certificates of deposit and time deposits of commercial banks in the United States or of Eligible Foreign Banks having unimpaired capital and surplus in excess of $250,000,000; (c) Investments securities commonly known as "commercial paper" issued by a corporation organized and existing on under the Effective Date laws of the United States of America or any state thereof that at the time of purchase have been rated and listed on Schedule 9.3 heretothe ratings for which are not less than "P 1" if rated by Moodx'x Xxxestors Service, Inc., and not less than "A 1" if rated by Standard and Poor's Rating Group; (d) Investments consisting of money market mutual funds which invest primarily in assets described in ss.8.3 (1a) loans and advances to employees (i) for moving, entertainment, travel and other similar expenses in the ordinary course of business, (ii) for any other purpose, with such Investments under this clause (ii) not to exceed (x) $3,000,000 in the aggregate principal amount at any time outstanding and (y) $1,000,000 in the aggregate principal amount at any time outstanding to any single employee and (2) amounts held in accounts under deferred compensation plans of the Borrowers where investments are directed by employeesc); (e) trade extensions of credit extended on usual and customary terms in the nature of accounts receivable or notes receivable arising from the sale or lease of goods or services in the ordinary course of business; (if) Investments by any Borrower or any other Guarantor in any other Borrower or other Guarantor or any Subsidiary existing as of BGI in BGI the Closing Date and (ii) to the extent not otherwise permitted by clause (i) hereof, Investments by BGI or any Borrower or any Guarantor in any Subsidiary of BGI which is not a Borrower or a Guarantor or by any Subsidiary of BGI which is not a Borrower or Guarantor in another Subsidiary of BGI which is not a Borrower or Guarantor; provided that (A) no Default or Event of Default has occurred and is continuing or would result therefrom, and (B) such Investments or series of related Investments shall not exceed $3,000,000 in the aggregatelisted on SCHEDULE 8.3; (g) Acquisitions; provided that (i) no Default loans, investments and advances by any Borrower in or Event of Default has occurred and is continuing or would result therefrom, and (ii) such Acquisition is permitted under §9.6to another then existing Borrower; (h) guarantees of any obligations of landlords of a Borrower Investments with respect to the extent that the obligations relate to funds arranged Indebtedness permitted by a Borrower and used to finance or refinance any stores of a Borrower and such funds are intended to be repaid through lease payments of a Borrowerss.8.1(e); (i) Investments in respect of Hedging Agreements entered into for hedging purposes only and not for speculation; provided that nothing in this §9.3(i) shall be deemed to prohibit equity hedging arrangements that constitute Restricted Payments permitted pursuant to §9.4under ss.8.4; (j) Investments constituting guarantees by BGI contributions to and its Subsidiaries payments of benefits under any Employee Benefit Plan (in accordance with the Second Lien Loan Facilityterms of the Employee Benefit Plan) permitted hereunder; (k) other Investments advances or loans made in the ordinary course of business not exceeding to exceed $2,000,000 5,000,000 in the aggregate during the term of this Agreementoutstanding at any one time; provided that no Default or Event of Default has occurred and is continuing or would result therefrom;and (l) guaranties permitted by §9.1; and (m) other Investments (other than in addition to those Investments set forth permitted under ss.8.4) and commitments to make such investments in clauses connection with acquisitions of any stock of, partnership or joint venture interests in, or assets of any Person (a) through (l) abovehereinafter an "Unrestricted Subsidiary" with it being agreed that any such Unrestricted Subsidiary is not required to become a Borrower); provided PROVIDED that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) BGI delivers to the Lenders at least three (3) Business Days before the date on which it or any of its Subsidiaries agrees to or consummates such Investment a certificate of the principal financial or accounting officer of the Borrowers certifying as accurate and complete the monthly pro forma financial projections attached thereto and demonstrating (x) immediately before and after giving effect to such Investment and on a projected basis for the twelve (12) months after giving effect to such Investment, Excess Availability would be greater than twenty-five percent (25%) of the lesser of (A) the Aggregate Borrowing Base total consideration paid by the Borrowers with respect to all such investments (when aggregated with all such other investments permitted pursuant to this ss.8.3(l)), shall not exceed $40,000,000 less without duplication recourse Indebtedness utilized under ss.8.1(l)(i) and (B) all liabilities with respect to such Unrestricted Subsidiaries shall be non-recourse to the Total Commitment Borrowers (except as provided in ss.ss.8.1(l) and (y) the pro forma Fixed Charge Coverage Ratio for the twelve (12) month period then ended is greater than 1.20:1.00, in form and substance satisfactory to the Administrative Agent, based on reasonable projections of the financial performance of the Borrowers and (iii) BGI shall deliver a certificate of an Authorized Officer of the Borrowers dated as of the date of such Investment as to the solvency of BGI and its Subsidiaries on a consolidated basis following the consummation of such Investment and in form and substance satisfactory to the Administrative Agento)).

Restrictions on Investments. None of the Borrowers willCAI will not, nor and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in or byin: (a) cash equivalents marketable direct or short-term marketable securitiesguaranteed obligations of the United States of America or Japan that mature within one (1) year from the date of purchase by any Borrower; (b) intercompany Indebtedness permitted by §9.1(g)demand deposits, certificates of deposit, bankers acceptances and time deposits of United States or Japanese banks having total assets in excess of $1,000,000,000; (c) securities commonly known as "commercial paper" issued by a corporation organized and existing under the laws of Japan or the United States of America or any state thereof that at the time of purchase have been rated and the ratings for which are not less than "P 1" if rated by Xxxxx'x, and not less than "A 1" if rated by S&P; (d) Investments existing on the Effective Date date hereof and listed on Schedule 9.3 hereto; (d) Investments consisting of (1) loans and advances to employees (i) for moving, entertainment, travel and other similar expenses in the ordinary course of business, (ii) for any other purpose, with such Investments under this clause (ii) not to exceed (x) $3,000,000 in the aggregate principal amount at any time outstanding and (y) $1,000,000 in the aggregate principal amount at any time outstanding to any single employee and (2) amounts held in accounts under deferred compensation plans of the Borrowers where investments are directed by employees; (e) trade credit extended on usual and customary terms in the ordinary course of business; (i) Investments by and between the Borrowers and the Guarantors, (ii) Investments by any Subsidiary of CAI who is not a Borrower or any other a Guarantor in any other Subsidiary of CAI who is not a Borrower or other a Guarantor or any Subsidiary of BGI in BGI and (iiiii) subject to the extent not otherwise permitted by clause (i) hereof§8.18, Investments by BGI or any Borrower or any Guarantor in any Subsidiary of BGI which CAI that is not a Borrower or a Guarantor or Guarantor; provided that the aggregate amount of such Investments under this clause (iii) does not exceed $50,000,000 at any time; (f) Investments consisting of the Guaranty and the guaranty provided by CAI pursuant to §17; (g) Investments consisting of advances to employees pursuant to the Staff Loan Program, provided that the aggregate amount of such Investments shall not exceed $1,500,000 at any time; (h) Investments by any Subsidiary of BGI which CAI who is not a Borrower or Guarantor in another Subsidiary of BGI which is not a Borrower or Guarantor; provided that (A) no Default or Event of Default has occurred and is continuing or would result therefrom, and (B) such Investments or series of related Investments shall not exceed $3,000,000 in the aggregate; (g) Acquisitions; provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, and (ii) such Acquisition is permitted under §9.6; (h) guarantees of any obligations of landlords of a Borrower to the extent that the obligations relate to funds arranged by a Borrower and used to finance or refinance any stores of a Borrower and such funds are intended to be repaid through lease payments of a Borrower;and (i) Investments in respect of Hedging Agreements entered into for hedging purposes only and not for speculation; provided that nothing in this §9.3(i) shall be deemed to prohibit equity hedging arrangements that constitute Restricted Payments permitted pursuant to §9.4; (j) Investments constituting guarantees by BGI and its Subsidiaries under the Second Lien Loan Facility; (k) other Investments not exceeding $2,000,000 10,000,000 in the aggregate during the term of this Agreement; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; (l) guaranties permitted by §9.1; and (m) Investments (other than those Investments set forth in clauses (a) through (l) above); provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) BGI delivers to the Lenders outstanding at least three (3) Business Days before the date on which it or any of its Subsidiaries agrees to or consummates such Investment a certificate of the principal financial or accounting officer of the Borrowers certifying as accurate and complete the monthly pro forma financial projections attached thereto and demonstrating (x) immediately before and after giving effect to such Investment and on a projected basis for the twelve (12) months after giving effect to such Investment, Excess Availability would be greater than twenty-five percent (25%) of the lesser of (A) the Aggregate Borrowing Base and (B) the Total Commitment and (y) the pro forma Fixed Charge Coverage Ratio for the twelve (12) month period then ended is greater than 1.20:1.00, in form and substance satisfactory to the Administrative Agent, based on reasonable projections of the financial performance of the Borrowers and (iii) BGI shall deliver a certificate of an Authorized Officer of the Borrowers dated as of the date of such Investment as to the solvency of BGI and its Subsidiaries on a consolidated basis following the consummation of such Investment and in form and substance satisfactory to the Administrative Agenttime.

Restrictions on Investments. None of the Borrowers willThe Borrower will not, nor and will not permit any of its Subsidiaries the other Transaction Parties to, make or permit to exist or to remain outstanding any Investment except for in Investments in or byin: (a) cash equivalents marketable direct or short-term marketable securitiesguaranteed obligations of the United States of America that mature within one (1) year from the date of purchase by the Borrower; (b) intercompany Indebtedness permitted by §9.1(g)demand deposits, certificates of deposit, bankers acceptances, money market deposits and time deposits of any of the Banks (including branches of any of the Banks) or other United States banks having total assets in excess of $1,000,000,000; (c) securities commonly known as "commercial paper" issued by a corporation organized and existing under the laws of the United States of America or any state thereof that at the time of purchase have been rated and the ratings for which are not less than "P 1" if rated by Moodx'x Investors Services, Inc., and not less than "A 1" if rated by Standard and Poor's; (d) mutual funds which invest solely in the types of Investments described in [Section]9.3(a), (b) and (c); (e) Investments existing on the Effective Date date hereof and listed on Schedule SCHEDULE 9.3 hereto; (df) Investments consisting of the Guaranties or Investments by the Borrower in (1i) any of the Guarantors or (ii) Hadco FSC in an aggregate amount not to exceed $2,000,000; (g) Investments with respect to Indebtedness permitted by (i) [Section]9.1(i)(iii) and (iv) and (ii) until the occurrence of the Guaranty Delivery Date, [Section]9.1(i)(v); (h) Investments consisting of promissory notes received as proceeds of asset dispositions permitted by [Section]9.5.3 and Investments otherwise permitted by [Section]9.5.2; (i) Investments consisting of loans and advances to employees (i) for moving, entertainment, travel and other similar expenses in the ordinary course of business, (ii) for any other purpose, with such Investments under this clause (ii) business not to exceed (x) $3,000,000 2,000,000 in the aggregate principal amount at any time outstanding and (y) $1,000,000 in the aggregate principal amount at any time outstanding to any single employee and (2) amounts held in accounts under deferred compensation plans of the Borrowers where investments are directed by employees; (e) trade credit extended on usual and customary terms in the ordinary course of business; (i) Investments by any Borrower or any other Guarantor in any other Borrower or other Guarantor or any Subsidiary of BGI in BGI and (ii) to the extent not otherwise permitted by clause (i) hereof, Investments by BGI or any Borrower or any Guarantor in any Subsidiary of BGI which is not a Borrower or a Guarantor or by any Subsidiary of BGI which is not a Borrower or Guarantor in another Subsidiary of BGI which is not a Borrower or Guarantor; provided that (A) no Default or Event of Default has occurred and is continuing or would result therefrom, and (B) such Investments or series of related Investments shall not exceed $3,000,000 in the aggregate; (g) Acquisitions; provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, and (ii) such Acquisition is permitted under §9.6; (h) guarantees of any obligations of landlords of a Borrower to the extent that the obligations relate to funds arranged by a Borrower and used to finance or refinance any stores of a Borrower and such funds are intended to be repaid through lease payments of a Borrower; (i) Investments in respect of Hedging Agreements entered into for hedging purposes only and not for speculation; provided that nothing in this §9.3(i) shall be deemed to prohibit equity hedging arrangements that constitute Restricted Payments permitted pursuant to §9.4outstanding; (j) marketable direct or guaranteed obligations of United States municipalities that are rated by Standard and Poor's and Moodx'x Xxxestors Services, Inc. as investment grade and that mature within five (5) years from the date of purchase by the Borrower, in an amount not to exceed $2,000,000 from any one issuing municipality and in an aggregate amount not to exceed the lesser of $5,000,000 and fifty percent (50%) of all Investments constituting guarantees made by BGI the Borrower or any of the other Transaction Parties under [Section]9.3(a), (b), (c), (d) and its Subsidiaries under the Second Lien Loan Facility;(k); and (k) other Investments not exceeding $2,000,000 mutual funds investing in the aggregate during the term marketable direct or guaranteed obligations of this Agreement; provided United States municipalities that no Default or Event of Default has occurred are rated by Standard and is continuing or would result therefrom; Poor's and Moodx'x Xxxestors Services, Inc. as investment grade and that mature within five (l5) guaranties permitted by §9.1; and (m) Investments (other than those Investments set forth in clauses (a) through (l) above); provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) BGI delivers to the Lenders at least three (3) Business Days before the date on which it or any of its Subsidiaries agrees to or consummates such Investment a certificate of the principal financial or accounting officer of the Borrowers certifying as accurate and complete the monthly pro forma financial projections attached thereto and demonstrating (x) immediately before and after giving effect to such Investment and on a projected basis for the twelve (12) months after giving effect to such Investment, Excess Availability would be greater than twenty-five percent (25%) of the lesser of (A) the Aggregate Borrowing Base and (B) the Total Commitment and (y) the pro forma Fixed Charge Coverage Ratio for the twelve (12) month period then ended is greater than 1.20:1.00, in form and substance satisfactory to the Administrative Agent, based on reasonable projections of the financial performance of the Borrowers and (iii) BGI shall deliver a certificate of an Authorized Officer of the Borrowers dated as of years from the date of such Investment as purchase by the Borrower, in an amount not to the solvency of BGI and its Subsidiaries on a consolidated basis following the consummation of such Investment exceed $2,000,000 from any mutual fund and in form and substance satisfactory an aggregate amount not to the Administrative Agentexceed $5,000,000.

Restrictions on Investments. None of the Borrowers willSuch Loan Party will not, nor and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in or byin: (a) cash equivalents marketable direct or short-term marketable securitiesguaranteed obligations of the United States of America, European or Japan that mature within one (1) year from the date of purchase by the Loan Parties; (b) intercompany Indebtedness permitted by §9.1(gdemand deposits, certificates of deposit, bankers acceptances and time deposits of United States or Japanese banks having total assets in excess of One Billion Dollars ($1,000,000,000); (c) securities commonly known as “commercial paper” issued by a corporation organized and existing under the laws of Japan, the laws of the European Union or the United States of America or any state thereof that at the time of purchase have been rated and the ratings for which are not less than “P 1” if rated by Xxxxx’x, and not less than “A 1” if rated by S&P; (d) Investments existing on the Effective Restatement Date and listed on Schedule 9.3 hereto; (di) Investments by the Borrower in any Domestic Subsidiary of the Borrower, (ii) Investments by any Subsidiary of CAI who is not the Borrower or a Guarantor in any other Subsidiary of CAI who is not the Borrower or a Guarantor to the extent that such Investment is permitted pursuant to the terms of the Senior Revolving Credit Facility, (iii) Investments consisting of (1) loans guaranties of Indebtedness of the Loan Parties permitted under §9.1, including, without limitation, the CAI Rail Guaranty permitted by, and advances subject to employees (i) for moving, entertainment, travel and other similar expenses the conditions set forth in the ordinary course of business, clause (ii) for of Section 9.1(g), (iv) Investments by any Subsidiary of CAI (other than the Borrower or any Domestic Subsidiary of the Borrower) in any other purposeSubsidiary of CAI who is not the Borrower or a Guarantor, with and (v) Investments by CAI in any Subsidiary of CAI; provided that the aggregate amount of such Investments under this clause (iiv) does not to exceed (x) $3,000,000 in the aggregate principal an amount at any time outstanding and (y) $1,000,000 in the aggregate principal amount at any time outstanding to any single employee and (2) amounts held in accounts under deferred compensation plans of the Borrowers where investments are directed by employees; (e) trade credit extended on usual and customary terms in the ordinary course of business; (i) Investments by any Borrower or any other Guarantor in any other Borrower or other Guarantor or any Subsidiary of BGI in BGI and (ii) equal to the extent not otherwise permitted by clause (i) hereof, Investments by BGI or any Borrower or any Guarantor in any Subsidiary greater of BGI which is not a Borrower or a Guarantor or by any Subsidiary of BGI which is not a Borrower or Guarantor in another Subsidiary of BGI which is not a Borrower or Guarantor; provided that (A) $60,000,000 and (B) 25% of Shareholders’ Equity at any time; provided further that both before and immediately after any such Investment under this clause (v), no Default or Event of Default has shall have occurred and is continuing or would result therefrom, be continuing; (f) Investments consisting of the Guaranty and (B) such Investments or series of related Investments shall not exceed $3,000,000 in the aggregateguaranty provided by CAI pursuant to §17; (g) Acquisitions; Investments consisting of advances to employees pursuant to the Staff Loan Program, provided that the aggregate amount of such Investments shall not exceed One and One-Half Million Dollars (i$1,500,000) no Default or Event of Default has occurred and is continuing or would result therefrom, and (ii) such Acquisition is permitted under §9.6at any time; (h) guarantees Investments by any Subsidiary of any obligations of landlords of CAI who is not the Borrower or a Borrower to the extent that the obligations relate to funds arranged by a Borrower and used to finance or refinance any stores of a Borrower and such funds are intended to be repaid through lease payments of a BorrowerGuarantor; (i) other Investments not exceeding Ten Million Dollars ($10,000,000) in respect of Hedging Agreements entered into for hedging purposes only and not for speculationthe aggregate outstanding at any time; provided that nothing in this §9.3(i) shall be deemed to prohibit equity hedging arrangements that constitute Restricted Payments permitted pursuant to §9.4;and (j) Investments constituting guarantees by BGI and its Subsidiaries under the Second Lien any Loan Facility; (k) other Investments not exceeding $2,000,000 in the aggregate during the term of this Agreement; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; (l) guaranties permitted by §9.1; and (m) Investments (other than those Investments set forth in clauses (a) through (l) above); provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) BGI delivers to the Lenders at least three (3) Business Days before the date on which it Party or any of its Subsidiaries agrees to or consummates such Investment in a certificate Securitization Entity in connection with the establishment of a Permitted Securitization; provided, that no additional Investments shall be permitted in any Securitization Entity following the principal financial or accounting officer occurrence of the Borrowers certifying as accurate and complete the monthly pro forma financial projections attached thereto and demonstrating any event that would permit (x) immediately before and after giving effect to such Investment and on a projected basis for the twelve (12) months after giving effect to such Investment, Excess Availability would be greater than twenty-five percent (25%) of the lesser of (Ai) the Aggregate Borrowing Base and early termination of any purchase or lending commitment thereunder, (Bii) the Total Commitment and (y) the pro forma Fixed Charge Coverage Ratio for the twelve (12) month period then ended is greater commencement of amortization thereof earlier than 1.20:1.00scheduled, in form and substance satisfactory to the Administrative Agent, based on reasonable projections of the financial performance of the Borrowers and or (iii) BGI shall deliver a certificate the acceleration of an Authorized Officer of the Borrowers dated as of the date of such Investment as to the solvency of BGI and its Subsidiaries on a consolidated basis following the consummation of such Investment and any repayment obligations in form and substance satisfactory to the Administrative Agentrespect thereof.

Restrictions on Investments. None of the Borrowers No Borrower will, nor and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in or byexcept: (a) cash equivalents Investments in marketable direct or short-term marketable securitiesguaranteed obligations of the United States of America or its agencies that mature within three (3) years from the date of purchase by such Borrower; (b) intercompany Indebtedness permitted by §9.1(g)Investments in demand deposits, certificates of deposit, bankers acceptances and time deposits of United States banks having total assets in excess of $2,000,000,000; (c) Investments in securities commonly known as "commercial paper" issued by a corporation organized and existing on under the Effective Date laws of the United States of America or any state thereof that at the time of purchase have been rated and listed on Schedule 9.3 heretothe ratings for which are not less than "P 1" if rated by Moody's Investors Services, Inc., and not less than "A 1" if rated bx Xxxxxard and Poor's; (d) Investments consisting of (1) loans existing on the date hereof and advances to employees (i) for moving, entertainment, travel and other similar expenses in the ordinary course of business, (ii) for any other purpose, with such Investments under this clause (ii) not to exceed (x) $3,000,000 in the aggregate principal amount at any time outstanding and (y) $1,000,000 in the aggregate principal amount at any time outstanding to any single employee and (2) amounts held in accounts under deferred compensation plans of the Borrowers where investments are directed by employeeslisted on SCHEDULE 8.3 hereto; (e) extensions of trade credit extended on usual and customary terms in the ordinary course of business; (if) Investments by any Borrower or any other Guarantor in any other Borrower or other Guarantor or any Subsidiary of BGI in BGI loans and (ii) advances to the extent not otherwise permitted by clause (i) hereof, Investments by BGI or any employees of such Borrower or any Guarantor in any Subsidiary of BGI which is not a Borrower or a Guarantor or by any Subsidiary of BGI which is not a Borrower or Guarantor in another Subsidiary of BGI which is not a Borrower or Guarantor; provided that its Subsidiaries for (A) no Default or Event travel and relocation expenses in the ordinary course of Default has occurred and is continuing or would result therefrombusiness in an outstanding aggregate amount for all such loans not to exceed $500,000 at any time for all Borrowers, and (B) the purchase of the capital stock of Holdings in an outstanding aggregate amount for all such Investments or series of related Investments shall loans not to exceed $3,000,000 1,100,000 at any time for all Borrowers and (ii) with respect to Trebay only, James T. Treace in the aggregatean aggregate principal amount not in excess of $800,000 xxx xx xvidenced by a certain Promissory Note dated November 7, 1995; (g) AcquisitionsInvestments in wholly-owned Subsidiaries of any Borrower; provided PROVIDED, that each such Subsidiary shall have (i) no Default or Event of Default has occurred and is continuing or would result therefrom, and (ii) such Acquisition is permitted under §9.6; (h) guarantees of any obligations of landlords of a Borrower to the extent that the obligations relate to funds arranged by a Borrower and used to finance or refinance any stores of a Borrower and such funds are intended to be repaid through lease payments of a Borrower; (i) Investments in respect of Hedging Agreements entered into for hedging purposes only and not for speculation; provided that nothing in this §9.3(i) shall be deemed to prohibit equity hedging arrangements that constitute Restricted Payments permitted pursuant to §9.4; (j) Investments constituting guarantees by BGI and its Subsidiaries under the Second Lien Loan Facility; (k) other Investments not exceeding $2,000,000 in the aggregate during the term of this Agreement; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; (l) guaranties permitted by §9.1; and (m) Investments (other than those Investments set forth in clauses (a) through (l) above); provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) BGI delivers to the Lenders at least three (3) Business Days before the date on which it or any of its Subsidiaries agrees to or consummates such Investment a certificate of the principal financial or accounting officer of the Borrowers certifying as accurate and complete the monthly pro forma financial projections attached thereto and demonstrating (x) immediately before and after giving effect to such Investment and on a projected basis for the twelve (12) months after giving effect to such Investment, Excess Availability would be greater than twenty-five percent (25%) of the lesser of either (A) become a borrower under the Aggregate Borrowing Base Credit Agreement and the other Loan Documents or (B) guaranteed the Total Commitment prompt payment and (y) performance of all of the pro forma Fixed Charge Coverage Ratio for the twelve (12) month period then ended is greater than 1.20:1.00, Obligations pursuant to a guaranty in form and substance satisfactory to the Administrative Agent, based Majority Banks and (ii) granted to the Agent on reasonable projections behalf of the financial performance Banks a valid and perfected security interest in and lien on all of the Borrowers assets and (iii) BGI shall deliver a certificate of an Authorized Officer of the Borrowers dated as of the date properties of such Investment as Subsidiary pursuant to the solvency of BGI and its Subsidiaries on a consolidated basis following the consummation of such Investment and security agreement in form and substance satisfactory to the Administrative AgentMajority Banks; and PROVIDED, FURTHER, that the aggregate Dollar amount of all Investments by the Borrowers in all such Subsidiaries with their principal places of business located outside the United States by the Borrowers shall not exceed $4,000,000 in the aggregate; and PROVIDED, FURTHER that the aggregate Dollar amount of all Investments by the Borrowers in all Subsidiaries by the Borrowers shall not exceed $10,000,000 in the aggregate (other than Investments permitted under /section/8.3(i)); (i) Investments by Xomed in MFC as evidenced by the Indebtedness permitted under /section/8.1(j) hereof; and (j) the Acquisitions.

Restrictions on Investments. None The Borrowers shall not, directly or indirectly, purchase or acquire any capital stock, equity interest, or other obligations or securities of, or any interest in, any other Person, or make any acquisition, or make any advance, loan, extension of the Borrowers willcredit or capital contribution to or any other investment in, nor will permit any of its Subsidiaries toother Person, make or permit to exist or to remain outstanding any Investment except Investments in or by(an "Investment") other than: (a) cash equivalents marketable direct or short-term marketable securitiesguaranteed obligations of the United States of America that mature within one (1) year from the date of purchase; (b) intercompany Indebtedness permitted by §9.1(g)demand deposits, certificates of deposit and time deposits of commercial banks in the United States or of Eligible Foreign Banks having unimpaired capital and surplus in excess of $250,000,000; (c) Investments securities commonly known as "commercial paper" issued by a corporation organized and existing on under the Effective Date laws of the United States of America or any state thereof that at the time of purchase have been rated and listed on Schedule 9.3 heretothe ratings for which are not less than "P 1" if rated by Moodx'x Xxxestors Service, Inc., and not less than "A 1" if rated by Standard and Poor's Rating Group; (d) Investments consisting of money market mutual funds which invest primarily in assets described in ss.8.3 (1a) loans and advances to employees (i) for moving, entertainment, travel and other similar expenses in the ordinary course of business, (ii) for any other purpose, with such Investments under this clause (ii) not to exceed (x) $3,000,000 in the aggregate principal amount at any time outstanding and (y) $1,000,000 in the aggregate principal amount at any time outstanding to any single employee and (2) amounts held in accounts under deferred compensation plans of the Borrowers where investments are directed by employeesc); (e) trade extensions of credit extended on usual and customary terms in the nature of accounts receivable or notes receivable arising from the sale or lease of goods or services in the ordinary course of business; (if) Investments by any Borrower or any other Guarantor in any other Borrower or other Guarantor or any Subsidiary investments existing as of BGI in BGI the Closing Date and (ii) to the extent not otherwise permitted by clause (i) hereof, Investments by BGI or any Borrower or any Guarantor in any Subsidiary of BGI which is not a Borrower or a Guarantor or by any Subsidiary of BGI which is not a Borrower or Guarantor in another Subsidiary of BGI which is not a Borrower or Guarantor; provided that (A) no Default or Event of Default has occurred and is continuing or would result therefrom, and (B) such Investments or series of related Investments shall not exceed $3,000,000 in the aggregatelisted on SCHEDULE 8.3; (g) Acquisitions; provided that (i) no Default loans, investments and advances by any Borrower in or Event of Default has occurred and is continuing or would result therefrom, and (ii) such Acquisition is permitted under §9.6to another then existing Borrower; (h) guarantees of any obligations of landlords of a Borrower investments with respect to the extent that the obligations relate to funds arranged Indebtedness permitted by a Borrower and used to finance or refinance any stores of a Borrower and such funds are intended to be repaid through lease payments of a Borrowerss.8.1(e); (i) Investments in respect of Hedging Agreements entered into for hedging purposes only and not for speculation; provided that nothing in this §9.3(i) shall be deemed to prohibit equity hedging arrangements that constitute Restricted Payments investments permitted pursuant to §9.4under ss.8.4; (j) Investments constituting guarantees by BGI contributions to and its Subsidiaries payments of benefits under any Employee Benefit Plan (in accordance with the Second Lien Loan Facilityterms of the Employee Benefit Plan) permitted hereunder; (k) other Investments advances or loans made in the ordinary course of business not exceeding to exceed $2,000,000 5,000,000 in the aggregate during the term of this Agreementoutstanding at any one time; provided that no Default or Event of Default has occurred and is continuing or would result therefrom;and (l) guaranties permitted by §9.1; and (m) Investments other investments (other than those Investments set forth permitted under ss.8.4) and commitments to make such investments in clauses connection with acquisitions of any stock of, partnership or joint venture interests in, or assets of any Person (a) through (l) abovehereinafter an "Unrestricted Subsidiary"); provided PROVIDED that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) BGI delivers to the Lenders at least three (3) Business Days before the date on which it or any of its Subsidiaries agrees to or consummates such Investment a certificate of the principal financial or accounting officer of the Borrowers certifying as accurate and complete the monthly pro forma financial projections attached thereto and demonstrating (x) immediately before and after giving effect to such Investment and on a projected basis for the twelve (12) months after giving effect to such Investment, Excess Availability would be greater than twenty-five percent (25%) of the lesser of (A) the Aggregate Borrowing Base total consideration paid with respect to all such investments (when aggregated with all such other investments permitted pursuant to this ss.8.3(l)) shall not exceed $30,000,000 and (B) the Total Commitment and (y) the pro forma Fixed Charge Coverage Ratio for the twelve (12) month period then ended is greater than 1.20:1.00, in form and substance satisfactory all liabilities with respect to such Unrestricted Subsidiaries shall be non-recourse to the Administrative Agent, based on reasonable projections of the financial performance of the Borrowers and (iii) BGI shall deliver a certificate of an Authorized Officer of the Borrowers dated except as of the date of such Investment as to the solvency of BGI and its Subsidiaries on a consolidated basis following the consummation of such Investment and provided in form and substance satisfactory to the Administrative Agentss.8.2(h).