Common use of Restrictions on Investments Clause in Contracts

Restrictions on Investments. The Borrower will not, and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in: (a) marketable direct or guaranteed obligations of the United States of America that mature within one (1) year from the date of purchase by the Borrower; (b) 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) 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, 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 solely in the items described in Sections 9.3(a) - (d); (f) Investments existing on the date hereof and listed on SCHEDULE 9.3 hereto; (i) Investments consisting of the Guaranties, (ii) Investments by the Borrower in any Guarantor hereunder or by any Guarantor in the Borrower or any other Guarantor, (iii) Investments in Subsidiaries 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 $15,000,000, and (iv) Investments in Specified Joint Ventures and Minority Owned Joint Ventures not to exceed $20,000,000; (h) Investments consisting of promissory notes received as proceeds of asset dispositions permitted by Section 9.5.2; (i) Investments consisting of loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $1,000,000 in the aggregate at any time outstanding; (j) Investments in Permitted Acquisitions (other than Specified Joint Ventures and Minority Owned Joint Ventures) permitted by Section 9.5.1(a) hereof; and (k) other Investments of the Borrower and its Subsidiaries not to exceed the aggregate amount of $5,000,000.

Restrictions on Investments. The Borrower None of the Borrowers will, nor will not, and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in: (a) marketable direct or guaranteed obligations of the United States of America that mature within one (1) year from the date of purchase by the BorrowerCash Equivalents; (b) demand deposits, certificates of deposit, bank acceptances Investments existing on the Closing Date and time deposits of United States banks having total assets in excess of $1,000,000,000listed on Schedule 10.3 hereto; (c) securities commonly known Investments with respect to Indebtedness permitted by § 10.1(f) or (g) so long as "COMMERCIAL PAPER" issued by such entities remain (i) a corporation organized and existing under Borrower or (ii) a Subsidiary of a Borrower, as 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, and not less than "A 1" if rated by S&Pcase may be; (d) repurchase obligations with a term Investments consisting 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 solely in the items described in Sections 9.3(a) - (d); (f) Investments existing on the date hereof and listed on SCHEDULE 9.3 hereto; (i) Investments consisting of by a Borrower in the Guaranties, Domestic Borrower or in any U.S. Subsidiary Guarantor or (ii) Investments by the Canadian Borrower in any Guarantor hereunder or by any Guarantor in the Borrower or any other a Canadian Subsidiary that is a Guarantor, (iii) including, in each case, Investments in Subsidiaries which are not Guarantors PROVIDED that the aggregate of such Investments effected as a result of the Borrower in Subsidiaries which are not Guarantors shall not exceed the aggregate amount transfer of $15,000,000, and (iv) Investments in Specified Joint Ventures and Minority Owned Joint Ventures not assets between Borrowers permitted pursuant to exceed $20,000,000§ 10.5.2(a)(iii); (he) Investments consisting of promissory notes received as proceeds of asset dispositions permitted by Section 9.5.2§ 10.5.2; provided that the aggregate value of such promissory notes received in connection with any such asset disposition shall not exceed fifty percent (50%) of the aggregate value of the proceeds of such asset disposition; (if) Investments consisting of loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $1,000,000 250,000 in the aggregate at any time outstanding; (g) securities (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; (h) Investments consisting of Capitalized Leases permitted hereunder; (i) Investments consisting of Interest Rate Agreements entered into by any Borrower to protect the Borrowers from changes in interest rates and not for speculative purposes; (j) Investments consisting of performance bonds or advance payment bonds, in Permitted Acquisitions (other than Specified Joint Ventures and Minority Owned Joint Ventures) permitted by Section 9.5.1(a) hereofeach case issued in the ordinary course of business; and (k) Investments in any Person (other Investments than a Borrower or a Guarantor), or in respect of any license or lease, and reasonably related to the Borrower and its Subsidiaries core business of any Borrower, Parent, or Subsidiary, in an aggregate amount at any one time outstanding not to exceed the aggregate amount of $5,000,0002,500,000.

Restrictions on Investments. The Borrower will not, and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in: (a) Bridgestone in connection with the Bridgestone Acquisition; (b) marketable direct or guaranteed obligations of the United States of America that mature within one (1) year from the date of purchase by the Borrower; (bc) demand deposits, certificates of deposit, bank bankers acceptances and time deposits of United States banks having total assets in excess of $1,000,000,0001,000,000,000 or banks of any other jurisdiction which are members of the OECD; (cd) securities commonly known as "COMMERCIAL PAPERcommercial 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'xXxxxx'x Investors Service, Inc., 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) Standard and (b)Poor's Rating Group; (e) mutual funds which invest solely in the items described in Sections 9.3(a) - (d); (f) Investments existing on the date hereof and listed on SCHEDULE 9.3 7.3 hereto; (if) Investments with respect to Indebtedness permitted by Section 7.1(e); (g) Investments consisting of the Guaranties, (ii) Guaranty or Investments by the Borrower in any Guarantor hereunder or by any Guarantor in Subsidiaries of the Borrower or any other Guarantor, existing on the Closing Date; (iiih) Investments in Subsidiaries 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 $15,000,000, and (iv) Investments in Specified Joint Ventures and Minority Owned Joint Ventures OpSec France not to exceed $20,000,000150,000 in the aggregate; (hi) Investments consisting of promissory notes received as proceeds of asset dispositions permitted by Section 9.5.2;7.5.2; and (ij) Investments consisting of loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $1,000,000 50,000 in the aggregate at any time outstanding; (j) ; PROVIDED, HOWEVER, that, such Investments will be considered Investments permitted by this Section 7.3 only if all actions have been taken to the satisfaction of the Lender a first priority perfected security interest in Permitted Acquisitions (all of such Investments free of all encumbrances other than Specified Joint Ventures and Minority Owned Joint Ventures) permitted by Section 9.5.1(a) hereof; and (k) other Investments of the Borrower and its Subsidiaries not to exceed the aggregate amount of $5,000,000Permitted Liens.

Restrictions on Investments. The Borrower will Company shall not, and will not nor shall it permit any of its Subsidiaries Subsidiary to, make or permit to exist or to remain outstanding any Investment except Investments inother than: (a) marketable direct or guaranteed obligations of the United States of America that mature within one (1) year from the date of purchase ordinary course Investments made by the BorrowerCompany or any of its Subsidiaries from time to time in cash and cash equivalents; (b) demand depositssubject to Sections 10.1(d), certificates 10.3(d)(solely in respect of depositthe proviso thereof) and 10.4.3, bank acceptances and time deposits Investments in the Company or any of United States banks having total assets in excess of $1,000,000,000its Subsidiaries; (c) securities commonly known Investments consisting of guarantees by the Company or any of its Subsidiaries of any Indebtedness permitted pursuant to Section 10.1; and (d) other Investments so long as "COMMERCIAL PAPER" issued by a corporation organized (i) the Company and existing under the laws its Subsidiaries are in compliance with each of the United States financial covenants set forth in Sections 10.13 and 10.14 hereof, determined on a pro forma basis (using Consolidated EBITDA of America or the Consolidated Group as of the last day of the applicable Pro Forma Reference Period (but including any state thereof that addbacks to Consolidated EBITDA permitted pursuant to the Bank Credit Agreement during the period following the last day of the applicable Pro Forma Reference Period) and Consolidated Total Funded Debt as of the date of, and after giving effect to, such Investment (with such amounts adjusted as if such Investment occurred on the first day of the applicable Pro Forma Reference Period), (ii) at the time of purchase have been rated such Investment, no Default or Event of Default has occurred and the ratings for which are not less than "P 1" if rated by Xxxxx'xis continuing or would result therefrom, 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 solely in the items described in Sections 9.3(a) - (d); (f) Investments existing on the date hereof and listed on SCHEDULE 9.3 hereto; (i) Investments consisting of the Guaranties, (ii) Investments by the Borrower in any Guarantor hereunder or by any Guarantor in the Borrower or any other Guarantor, (iii) Investments to the extent such proposed Investment constitutes a transaction described in Section 10.4.1, the Company and its Subsidiaries which are not Guarantors PROVIDED comply with the additional requirements set forth in such Section 10.4.1; provided, that the aggregate of such Investments of the Borrower in Subsidiaries which are not Guarantors shall not exceed the aggregate amount of $15,000,000, and (iv) all Investments in Specified Joint Ventures non-Wholly-Owned Subsidiaries of the Company shall not exceed 10% of consolidated total assets of the Company and Minority Owned Joint Ventures its Subsidiaries (as determined by reference to the most recent balance sheet delivered to the holders pursuant to Section 7.1 or, if earlier than the first delivery thereunder, as indicated on a combined basis terms in the Audited Financial Statements); provided, further, that the aggregate amount of all Investments of any type of business other than the businesses conducted by the Company or its Subsidiaries on the date of the Assumption Agreement and in related businesses shall not to exceed $20,000,000; 200,000,000 (h) Investments consisting of promissory notes received as proceeds of asset dispositions permitted by Section 9.5.2; (i) Investments consisting of loans and advances to employees for moving, entertainment, travel and other similar expenses or its equivalent in the ordinary course of business not to exceed $1,000,000 in the aggregate relevant currency) at any time outstanding; (j) Investments in Permitted Acquisitions (other than Specified Joint Ventures and Minority Owned Joint Ventures) permitted by Section 9.5.1(a) hereof; and (k) other Investments of the Borrower and its Subsidiaries not to exceed the aggregate amount of $5,000,000.. Waste Connections, Inc. Note Purchase Agreement

Restrictions on Investments. The Borrower will not, and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in: (a) marketable direct or guaranteed obligations of the United States of America that mature within one (1) year from the date of purchase by the BorrowerCash Equivalents; (b) 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) 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, 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 solely in the items described in Sections 9.3(a) - (d); (f) Investments existing on the date hereof and listed on SCHEDULE 9.3 Schedule 10.3 hereto; (ic) guaranties permitted under Section 10.1, other guaranties by the Borrower of obligations of Guarantors not prohibited by the terms of this Credit Agreement, and guaranties by Subsidiaries of obligations of the Borrower or of Guarantors not prohibited by the terms of this Credit Agreement; (d) Investments with respect to Indebtedness permitted by Section 10.1(f); (e) capital contributions by the Borrower or any Subsidiary of the Borrower to any foreign Subsidiary of the Borrower, provided, that the aggregate amount of such capital contributions shall not exceed $1,000,000; (f) Investments consisting of the Guaranties, (ii) Guaranty or Investments by the Borrower in any Guarantor hereunder or by any Guarantor in the Borrower or any other Guarantor, (iii) Investments in Subsidiaries which are not Guarantors PROVIDED that the aggregate of such Investments Subsidiary of the Borrower in Subsidiaries which are not Guarantors shall not exceed any other Subsidiary of the aggregate amount Borrower so long as such other Subsidiary has guaranteed the Obligations pursuant to a Guaranty and has granted to the Administrative Agent, for the benefit of $15,000,000itself and the Lenders, and a security interest in substantially all of its assets (iv) Investments in Specified Joint Ventures and Minority Owned Joint Ventures not to exceed $20,000,000other than Excluded Collateral); (hg) Investments consisting of promissory notes received as proceeds of asset dispositions permitted by Section 9.5.210.5.2.1; (ih) Investments consisting of loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $1,000,000 250,000 in the aggregate at any time outstanding; (i) Investments made by the Borrower to hedge its obligations under the Key Employee Stock Ownership Plan or any options granted pursuant thereto, in an amount not to exceed $3,000,000 outstanding at any time prior to December 31, 2002; $4,000,000 outstanding at any time from January 1, 2003 through December 31, 2003; $5,000,000 outstanding at any time from January 1, 2004 through December 31, 2004; $6,000,000 outstanding at any time from January 1, 2005 through December 31, 2005; and $7,000,000 outstanding at any time thereafter. (j) Investments in Permitted Acquisitions entities that operate restaurants if (i) the aggregate cost of such Investments to the Borrower or any Subsidiary of the Borrower originally acquiring or making such Investments does not exceed $1,000,000 for the term of the Credit Agreement, or such Investments are acquired or made solely with the proceeds of the sale of any other than Specified Joint Ventures and Minority Owned Joint Ventures) Investments permitted by this Section 9.5.1(a10.3(k); (k) hereofLoans to Liquor License Entities in the aggregate outstanding principal amount of no more than $500,000 at any time prior to December 31, 2003; $750,000 from January 1, 2004 through December 31, 2004; $1,000,000 from January 1, 2005 through December 31, 2005; $1,250,000 from January 1, 2006 through December 31, 2006 and $1,500,000 thereafter; (l) Loans to restaurant managers under the Paisano Partner Program in an aggregate principal amount not to exceed $2,000,000 at any time prior to December 31, 2003; $2,500,000 from January 1, 2004 through December 31, 2004; $3,000,000 from January 1, 2005 through December 31, 2005; $3,500,000 from January 1, 2006 through December 31, 2006 and $4,000,000 thereafter; (m) Investments by the Borrower or any of its Subsidiaries not otherwise permitted hereunder, provided that the aggregate amount of all such outstanding Investments does not exceed $1,000,000 at any time; and (kn) other Investments in respect of the Borrower and its Subsidiaries not to exceed the aggregate amount of $5,000,000acquisitions permitted by Section 10.5.1.

Restrictions on Investments. The Each Borrower will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist or to remain outstanding any Investment except the Borrowers and their Restricted Subsidiaries may make or permit to exist or to remain outstanding Investments in: (a) marketable direct or guaranteed obligations of the United States of America that mature within one (1) year from the date of purchase by the BorrowerCash Equivalents; (b) 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) 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, 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 solely in the items described in Sections 9.3(a) - (d); (f) Investments existing on the date hereof and listed on SCHEDULE 9.3 Schedule 10.3 hereto; (i) Investments consisting of the Guaranties, (ii) Investments by the Borrower in any Guarantor hereunder or by any Guarantor in the Borrower or any other Guarantor, (iii) Investments in Subsidiaries 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 $15,000,000, and (iv) Investments in Specified Joint Ventures and Minority Owned Joint Ventures not to exceed $20,000,000; (h) Investments consisting of promissory notes received as proceeds of asset dispositions permitted by Section 9.5.2; (ic) Investments consisting of loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $1,000,000 750,000 in the aggregate at any time outstanding; (jd) Investments by any of the Borrowers or any of their Restricted Subsidiaries consisting of rights of reimbursement, contribution, subrogation and the like in Permitted Acquisitions connection with the joint and several obligations of such Restricted Subsidiaries under the Loan Documents; (other than Specified Joint Ventures and Minority Owned Joint Venturese) Investments so long as the entities referred to in this paragraph (e) remain Restricted Subsidiaries of a Borrower (i) with respect to Indebtedness permitted by Section 9.5.1(a10.1(h) hereofor (ii) consisting of transfers of assets from (A) the US Borrower to the Canadian Borrower or any of the Canadian Guarantors, (B) the Canadian Borrower to the US Borrower or any of the US Guarantors, (C) any of the Canadian Guarantors to the US Borrower or any of the US Guarantors, or (D) any of the US Guarantors to the Canadian Borrower or any of the Canadian Guarantors, provided that the aggregate amount of Investments under this clause (ii) together with Indebtedness permitted under Section 10.1(h)(iii) shall not exceed $15,000,000 at any one time; (f) Investments between (i) the US Borrower and any of (A) the US Guarantors, and (B) Quebec (so long as it remains the Canadian Borrower) or (ii) the Canadian Borrower and any of the Canadian Guarantors; (g) Investments made in connection with a Permitted Acquisition; and (kh) other Other Investments of by the Borrower Borrowers and its Subsidiaries not to exceed the Restricted Subsidiaries, so long as the aggregate amount of such Investments does not exceed $5,000,00075,000,000, and so long as no Default or Event of Default shall have occurred and be continuing at the time such Investment is made or would result therefrom.

Restrictions on Investments. The Borrower will not, and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in: (a) marketable direct or guaranteed obligations of the United States of America that mature within one (1) year from the date of purchase by the Borrower; (b) demand deposits, certificates of deposit, bank bankers acceptances and time deposits of United States banks having total assets in excess of $1,000,000,000, and investments in investment accounts held by the Borrower at Xxxxx Bank, N.A., provided that such investments are maintained in a manner consistent with the historical cash management practices of the Borrower; (c) securities commonly known as "COMMERCIAL PAPERcommercial 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'xXxxxx'x Investors Services, Inc., and not less than "A 1" if rated by S&PStandard and Poor's; (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 solely in the items described in Sections 9.3(a) - (d); (f) Investments existing on the date hereof and listed on SCHEDULE 9.3 Schedule 7.3 hereto; (ie) Investments consisting of intercompany loans and advances by (i) any Subsidiary of the Guaranties, Borrower in any other Subsidiary of the Borrower or (ii) the Borrower in any Subsidiary of the Borrower; (f) Investments by the Borrower in the common stock or partnership or membership interests, as applicable, of any Guarantor hereunder or Subsidiary of the Borrower, and by any Guarantor in the Borrower or any other Guarantor, (iii) Investments in Subsidiaries which are not Guarantors PROVIDED that the aggregate of such Investments Subsidiary of the Borrower in Subsidiaries which are not Guarantors shall not exceed the aggregate amount common stock or partnership or membership interests, as applicable, of $15,000,000, and (iv) Investments in Specified Joint Ventures and Minority Owned Joint Ventures not to exceed $20,000,000any other Subsidiary of the Borrower; (hg) Investments consisting of promissory seller notes received as proceeds of asset dispositions permitted by Section 9.5.27.5; (ih) Investments consisting of loans and advances to officers and employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $1,000,000 1,500,000 in the aggregate at any time outstanding; (i) Permitted Acquisitions; (j) Investments in Permitted Acquisitions (other than Specified Joint Ventures and Minority Owned Joint Ventures) constituting Restricted Payments permitted by Section 9.5.1(a) hereof7.4(f); and (k) other Investments of the Borrower and its Subsidiaries in an amount not to exceed $6,000,000 in the aggregate amount of $5,000,000after the Closing Date.

Restrictions on Investments. The Borrower will not, and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in: (a) marketable direct or guaranteed obligations Investments permitted by the Investment Policy as of the United States of America that mature within one (1) year from the date of purchase by the Borrowerwhen any such Investment is made; (b) 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) 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, 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 solely in the items described in Sections 9.3(a) - (d); (f) Investments existing on the date hereof and listed on SCHEDULE 9.3 heretoSchedule 8.3 hereto and any renewals, amendments or replacements thereof which do not increase the amount thereof; (ic) Investments with respect to Indebtedness permitted by Section 8.1(e) so long as such entities remain Guarantors hereunder; (d) Investments consisting of the Guaranties, (ii) Investments by the Borrower in any Guarantor hereunder Guaranty or by any Guarantor in the Borrower or any other Guarantor, (iii) Investments in Subsidiaries 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 $15,000,000, and (iv) Investments in Specified Joint Ventures and Minority Owned Joint Ventures not to exceed $20,000,000; (h) Investments consisting of promissory notes received as proceeds of asset dispositions guarantees expressly permitted by Section 9.5.28.1; (i) Investments consisting of loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $1,000,000 500,000 in the aggregate at any time outstanding and (ii) Investments made in connection with employees' compensation packages consisting of advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business consistent with past practices; (f) Investments made after the date hereof in connection with Permitted Acquisitions; (g) the Borrower and its Subsidiaries (i) may make additional Investments in their respective Domestic Subsidiaries (excluding Inactive Subsidiaries) which are not Guarantors (whether such Subsidiaries are now existing or hereafter created or acquired) in an aggregate amount not to exceed $50,000 at any one time outstanding, (ii) may make Investments in their respective Foreign Subsidiaries as the initial capitalization of such Foreign Subsidiary in an aggregate amount not to exceed $250,000 for any Foreign Subsidiary and $10,000,000 in the aggregate for all Investments in all Foreign Subsidiaries during the term of this Credit Agreement, and (iii) may make additional Investments in their respective Foreign Subsidiaries (whether such Subsidiaries are now existing or hereafter created or acquired) in an aggregate amount not to exceed $500,000 in any fiscal year; (h) the Borrower and its Subsidiaries may continue to own their existing Investments in the Japanese Joint Venture as of the date of this Credit Agreement; (i) Investments consisting of loans and advances to officers, directors or employees of the Borrower or any of its Subsidiaries or their immediate family members or relatives thereof, or trusts or partnerships for the benefit of any of the foregoing, to finance the acquisition of common stock of the Borrower in an aggregate amount not to exceed $500,000 at any one time outstanding; (j) Investments by the Borrower or any Guarantor in Permitted Acquisitions (other than Specified Joint Ventures the Borrower or a Guarantor so long as, with respect to any Investment in a Guarantor, such Person remains a Subsidiary of the Borrower and Minority Owned Joint Ventures) permitted by Section 9.5.1(a) hereofa Guarantor hereunder; and (k) other Investments of by the Borrower and its Subsidiaries made after the date hereof in joint ventures or other minority interests in Persons (other than Investments referred to elsewhere in this Section 8.3) in an aggregate amount not to exceed $10,000,000 in any fiscal year less the aggregate amount of $5,000,000expended by the Borrower in such fiscal year for Permitted Acquisitions.

Restrictions on Investments. The Borrower will not, and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in: (a) marketable direct or guaranteed obligations of the United States of America that mature within one (1) year from the date of purchase by the Borrower; (b) 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) 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, 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 solely in the items described in Sections 9.3(a) - (d); (f) Investments existing on the date hereof and listed on SCHEDULE Schedule 9.3 hereto; (b) Investments in Subsidiaries of the Borrower that are not Subsidiary Guarantors (or a Subsidiary that would be a Subsidiary Guarantor but for the lapse of time until such Subsidiary is required to be a Subsidiary Guarantor); provided that at all times the aggregate amount of all such investments shall not exceed ten percent (10%) of Consolidated Total Assets; (c) Investments, not otherwise described in this §9.3, in Subsidiaries; provided that such Subsidiary is (i) a Subsidiary Guarantor and (ii) a wholly-owned Subsidiary of the Borrower; (d) Investments consisting of the Guaranties, (i) Cash Equivalents and (ii) Investments by pxxxx cash held in local bank branches and in cash registers of the Borrower and its subsidiaries, in any Guarantor hereunder or by any Guarantor each case under this clause (ii) in the ordinary course of business; (e) Investments consisting of payroll advances in the ordinary course of business; (f) Investments consisting of receivables owing to the Borrower or any other Guarantorits Subsidiaries, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided that nothing in this clause (iiii) Investments in Subsidiaries which are not Guarantors PROVIDED that the aggregate of such Investments of shall prevent the Borrower or any Subsidiary from offering such concessionary trade terms, or from receiving such investments in Subsidiaries which are not Guarantors shall not exceed connection with the aggregate amount bankruptcy or reorganization of $15,000,000their respective suppliers or customers or the settlement of disputes with such customers or suppliers arising in the ordinary course of business, and (iv) Investments as management deems reasonable in Specified Joint Ventures and Minority Owned Joint Ventures not to exceed $20,000,000the circumstances; (hg) Investments consisting of promissory notes received as proceeds of asset dispositions permitted by Section §9.5.2; (h) Investments consisting of Permitted Acquisitions and loans or advances to, or acquisitions or Investments in, other Persons in connection with or pursuant to the terms of Permitted Acquisitions; (i) Investments consisting of the Guaranty or Investments by the Borrower in Subsidiaries of the Borrower existing on the Closing Date; (j) loans and or advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business an aggregate amount not to exceed $1,000,000 in the aggregate at any time outstanding; (j) Investments in Permitted Acquisitions (other than Specified Joint Ventures and Minority Owned Joint Ventures) permitted by Section 9.5.1(a) hereoftime; and (k) other Investments of in mutual funds in connection with the Borrower and its Subsidiaries not to exceed deferred compensation agreements with key employees as more fully described in the aggregate amount of $5,000,000Borrower’s 10-K filed for the fiscal year ended January 3, 2004.

Restrictions on Investments. The Borrower will not, and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments inexcept: (a) marketable direct or guaranteed obligations of the United States of America that mature within one (1) year from the date of purchase by the Borrower; (b) 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) 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, 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 solely in the items described in Sections 9.3(a) - (d); (f) Investments existing on the date hereof and listed on SCHEDULE 9.3 hereto; (b) Investments with respect to Indebtedness permitted by Section Section 9.1(d), (g), (h), (i), (j), (k) and (l); (c) Investments consisting of the Guaranties, (ii) Guaranty or Investments by the Borrower in any Guarantor hereunder or by any Guarantor in the Borrower or any other Guarantor, (iii) Investments in Restricted Subsidiaries which are not Guarantors PROVIDED that the aggregate of such Investments of the Borrower in Subsidiaries which are not Guarantors shall not exceed existing on the aggregate amount of $15,000,000, and (iv) Investments in Specified Joint Ventures and Minority Owned Joint Ventures not to exceed $20,000,000Closing Date; (hd) Investments consisting of promissory notes received as proceeds of asset dispositions permitted by Section 9.5.29.5.2 (b) and (d); (ie) Investments consisting of loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business consistent with past practices not to exceed $1,000,000 2,000,000 in the aggregate at any time outstanding; (f) Investments consisting of extensions of trade credit in the ordinary course of business consistent with past practices; (g) Investments in Cash Equivalents; (h) Investments in, and extensions of credit to (i) (A) any Unrestricted Subsidiary (other than Restaurant Insurance Corporation) in an aggregate principal amount not exceed $5,000 by the Borrower and (B) Restaurant Insurance Corporation in an aggregate principal amount not to exceed $10,000,000 by the Borrower, (ii) the Borrower in an aggregate principal amount not to exceed $29,000,000 by any Restricted Subsidiary, and (iii) the Borrower in an aggregate principal amount not to exceed $10,000,000 by Restaurant Insurance Corporation; (i) Investments in securities of account debtors received (A) in settlement of obligations in the ordinary course of business or (B) pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such account debtors; PROVIDED, that any Investments pursuant to clause (A) shall be limited to $1,000,000 in the aggregate; (j) Investments in Permitted Acquisitions (other than Specified Joint Ventures and Minority Owned Joint Ventures) permitted by Section 9.5.1(a) hereof; and (k) other Investments respect of guarantees of the Borrower and its Restricted Subsidiaries permitted by Section 9.1; (k) Investments consisting of capital contributions to Friendly's Restaurants Franchise, Inc. consistent with past practices; and (l) Investments in franchisees of the Borrower in an aggregate amount at any one time outstanding not to exceed $ 10,000,000. Any Investment which when made complies with the aggregate amount requirements of $5,000,000the definition of the term "CASH EQUIVALENT" may continue to be held notwithstanding that such Investment if made thereafter would not comply with such requirements.

Restrictions on Investments. The Borrower will notNeither CML nor any of the Borrowers will, and none will not permit any of its their Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in: (a) marketable direct or guaranteed obligations of the United States of America that mature within one (1) year from the date of purchase by the CML or such Borrower; (b) demand deposits, certificates of deposit, bank bankers acceptances and time deposits of United States banks having total assets in excess of $1,000,000,0001,000,000,000 and money market accounts of brokerage firms acceptable to the Administrative Agent; (c) securities commonly known as "COMMERCIAL PAPERcommercial 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'xMoodx'x Xxxestors Services, Inc., and not less than "A 1" if rated by S&PStandard and Poor's Ratings Group, a division of McGrxx-Xxxx, Xxc.; (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 solely in the items described in Sections 9.3(a) - (d); (f) Investments existing on the date hereof and listed on SCHEDULE 9.3 10.3 hereto; (ie) Investments by any Borrower in any Subsidiary of that Borrower that is a Guarantor in the form of loans made in cash; (f) Investments consisting of the Guaranties, (ii) Investments by the Borrower in any Guarantor hereunder or by any Guarantor in the Borrower or any other Guarantor, (iii) Investments in Subsidiaries 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 $15,000,000, and (iv) Investments in Specified Joint Ventures and Minority Owned Joint Ventures not to exceed $20,000,000Guaranty; (hg) Investments consisting of promissory notes received as proceeds of asset dispositions permitted by Section 9.5.2;ss. (ih) Investments consisting of loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $1,000,000 2,000,000 in the aggregate at any time outstanding; (i) Investments by CML in any of the Borrowers in the form of contributions to capital, subordinated loans or a repayment of a loan previously made to such Borrower so long as such entities remain Borrowers hereunder; (j) Investments consisting of guaranties by CML or any of its Subsidiaries of obligations of any direct or indirect Subsidiaries of such Person in Permitted Acquisitions (other than Specified Joint Ventures and Minority Owned Joint Ventures) permitted by Section 9.5.1(a) hereofrespect of operating leases of such Subsidiary; and (k) other Investments by any Borrower in CML in the form of the Borrower and its Subsidiaries not distributions, subordinated loans or a repayment of a loan previously made to exceed the aggregate amount of $5,000,000CML by such Borrower, provided such Investment would be permitted under ss.10.4 hereof.

Restrictions on Investments. The Borrower will not, and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in:in the following (each of which categories shall be interpreted as being separately permitted, notwithstanding any overlap among such categories): (a) marketable direct or guaranteed obligations Investments described in Section 3.0 of the United States of America that mature within one (1) year from Borrower's Investment Policy as promulgated on June 19, 2002 and provided to the date of purchase by Agent and the Borrower;Banks in October, 2002. (b) 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) 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, 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 solely in the items described in Sections 9.3(a) - (d); (f) Investments existing on the date hereof (including existing Investments in the Foreign Subsidiaries and Joint Ventures) and listed on SCHEDULE 9.3 Schedule 8.3 hereto; (c) Investments with respect to Indebtedness permitted by ss.8.1(f); (d) (i) Investments by the Guarantors consisting of the GuarantiesGuaranty, (ii) Investments by any Subsidiary in the Borrower, (iii) Investments by the Borrower in any Guarantor hereunder or by any Guarantor in the Borrower or any other Guarantor, (iii) Investments in Subsidiaries 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 $15,000,000, and (iv) Investments in Specified Joint Ventures and Minority Owned Joint Ventures World Properties not to exceed $20,000,000750,000 at any time outstanding, and (v) Investments made after the Closing Date in the Foreign Subsidiaries not to exceed $15,000,000 at any time outstanding; (e) Investments made after the Closing Date in Joint Ventures in an aggregate amount not to exceed $30,000,000 at any time outstanding; (f) Investments in respect of Guarantied JV/Foreign Indebtedness permitted by ss.8.1(i); (g) Investments in respect of guaranties by the Borrower 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 the Borrower; (h) Investments consisting of promissory notes received as proceeds of asset dispositions permitted by Section 9.5.2;ss. (i) Investments consisting of loans and advances to employees or former employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $1,000,000 1,500,000 in the aggregate at any time outstanding; (j) Investments in Permitted Acquisitions (other than Specified Joint Ventures respect of mergers, consolidations and Minority Owned Joint Ventures) acquisitions permitted by Section 9.5.1(a) hereofss.8.5.1; and (k) Investments other Investments of the Borrower and its Subsidiaries not to exceed than as permitted by clauses (a) through (j) above; provided that the aggregate amount of $5,000,000all such Investments at any time outstanding shall not exceed three and one-half percent (3.5%) of Consolidated Tangible Net Worth at such time. For the avoidance of doubt, the foregoing restrictions shall not apply to investments made by any Guaranteed Pension Plan or Multiemployer Plan or so-called "Rabbi Trust" established for the benefit of directors or executives of the Borrower (or former executives or directors).

Restrictions on Investments. The Borrower will not, and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments inexcept: (a) marketable direct or guaranteed obligations of the United States of America that mature within one (1) year from the date of purchase by the BorrowerInvestments in Cash Equivalents; (b) demand deposits, certificates Investments in trade receivables incurred in the ordinary course of deposit, bank acceptances and time deposits of United States banks having total assets in excess of $1,000,000,000business; (c) securities commonly known as "COMMERCIAL PAPER" issued by a corporation organized and existing under Investments in endorsements of negotiable instruments for collection in the laws ordinary course 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, and not less than "A 1" if rated by S&Pbusiness; (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 solely in the items described in Sections 9.3(a) - (d); (f) Investments existing on the date hereof and listed on SCHEDULE 9.3 hereto; (i) Investments consisting of the Guaranties, (ii) Investments by the Borrower in any Guarantor hereunder or Subsidiary that has executed a Guaranty and Investments by any Guarantor in Subsidiary of the Borrower; (e) Investments by the Borrower or any other Guarantor, Subsidiary in any Foreign Subsidiary that has executed a Guaranty in an amount not to exceed in the aggregate at any time $15,000,000; (iiif) Investments in Subsidiaries which are not Guarantors PROVIDED that the aggregate of such Investments of by the Borrower in Subsidiaries which are that have not Guarantors shall not exceed executed a Guaranty (A) in connection with the aggregate amount transfer of $15,000,000inventory to such Subsidiary or (B) in connection with invoices representing obligations incurred, and payments required, under operating leases, each in the ordinary course of business and paid by the Borrower to Persons on behalf of such Subsidiaries; (ivg) Investments by the Borrower or any Subsidiary in Specified Joint Ventures and Minority Owned Joint Ventures not to exceed $20,000,000Subsidiaries of the Borrower existing as of the date hereof at the levels as of the date hereof; (h) Investments by the Borrower in Subsidiaries consisting of promissory notes received as proceeds of asset dispositions loans or Indebtedness to the extent permitted by Section 9.5.29.1; (i) Investments consisting of loans in 5931, Inc. and advances 5931 Business Trust in connection with Royalty Payments and payments necessary to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $1,000,000 in the aggregate at any time outstandingcover administrative costs; (j) Investments in Permitted Acquisitions (other than Specified Joint Ventures and Minority Owned Joint Ventures) Subsidiaries acquired or created pursuant to Section 9.6 or 9.11 in the amounts permitted by Section 9.5.1(asuch sections; (k) hereofInvestments pursuant to deferred compensation plans for former and current directors, officers, consultants and employees; and (kl) any other Investments not otherwise permitted in Subsections (a)-(k) in this Section 9.3 in an aggregate amount not to exceed ten percent (10%) of the Consolidated Tangible Net Worth of the Borrower and its Subsidiaries not to exceed the aggregate amount of $5,000,000Subsidiaries.

Restrictions on Investments. The Borrower will not, and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment Investment, except Investments in: (a) marketable direct or guaranteed obligations of the United States of America that mature within one (1) year from the date of purchase by the Borrower; (b) 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) securities commonly known as "COMMERCIAL PAPER" “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'xXxxxx’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 solely in the items described in Sections 9.3(a) - (d); (f) Investments existing on the date hereof and listed on SCHEDULE 9.3 Schedule 10.3 hereto; (ie) Investments in the Borrower and in any Subsidiary that is a Guarantor, either in the form of equity Investments or Indebtedness permitted by §10.1(i) so long as such entity remains the Borrower, or a Subsidiary Guarantor, as applicable; (f) upon five (5) Business Days' prior written notice to the Administrative Agent, Investments consisting of the GuarantiesGuaranty and subordinated guaranties constituting Subordinated Debt made in accordance with the definition of “Subordinated Debt”, (ii) Investments provided that such subordinated guarantees otherwise constitute Indebtedness permitted by the Borrower in any Guarantor hereunder or by any Guarantor in the Borrower or any other Guarantor, (iii) Investments in Subsidiaries 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 $15,000,000, and (iv) Investments in Specified Joint Ventures and Minority Owned Joint Ventures not to exceed $20,000,000§10.1(e); (hg) Investments consisting of promissory notes or other deferred payment arrangements received as proceeds of of, or entered into in connection with, asset dispositions permitted by Section 9.5.2§10.5.2; (ih) Investments consisting of loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $1,000,000 in the aggregate at any time outstanding; (ji) After the Revert Date, Investments by the Borrower or a Subsidiary of the Borrower in Subsidiaries formed for the purpose of consummating Permitted Acquisitions (other than Specified Joint Ventures and Minority Owned Joint Ventures) permitted by Section 9.5.1(a) hereofor acquired in connection with Permitted Acquisitions; and (kj) other Investments of Investments; provided that (i) at the Borrower and its Subsidiaries not to exceed time such Investment is made, the aggregate amount of $5,000,000.all Investments (including, without limitation, any Investments constituting Bridge to Sale Transfers) made by the Borrower or any of its Subsidiaries under this clause (j) after the Second Amendment Effective Date and after taking into account any Loans advanced to finance such Investment shall not exceed the sum of:

Restrictions on Investments. The Borrower None of the Borrowers will, nor will not, and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in: (a) marketable direct or guaranteed obligations of the United States of America that mature within one (1) year from the date of purchase by the BorrowerCash Equivalents; (b) demand deposits, certificates of deposit, bank acceptances Investments existing on the Closing Date and time deposits of United States banks having total assets in excess of $1,000,000,000listed on Schedule 10.3 hereto; (c) securities commonly known Investments with respect to Indebtedness permitted by §10.1(g) or (h) so long as "COMMERCIAL PAPER" issued by such entities remain (i) a corporation organized and existing under Borrower or (ii) a Subsidiary of a Borrower, as 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, and not less than "A 1" if rated by S&Pcase may be; (d) repurchase obligations with Investments consisting of Investments by a term Borrower in another Borrower or by a Borrower in any of not more than seven (7) days for underlying securities its Subsidiaries, including Investments effected as a result of the types described in Sections 9.3(atransfer of assets between Borrowers permitted pursuant to §10.5.2(c) and (b§10.5.3(d); (e) mutual funds which invest solely in the items described in Sections 9.3(a) - (d); (f) Investments existing on the date hereof and listed on SCHEDULE 9.3 hereto; (i) Investments consisting of the Guaranties, (ii) Investments by the Borrower in any Guarantor hereunder or by any Guarantor in the Borrower or any other Guarantor, (iii) Investments in Subsidiaries 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 $15,000,000, and (iv) Investments in Specified Joint Ventures and Minority Owned Joint Ventures not to exceed $20,000,000; (h) Investments consisting of promissory notes received as proceeds of asset dispositions permitted by Section 9.5.2§10.5.2; provided that the aggregate value of such promissory notes received in connection with any such asset disposition shall not exceed fifty percent (50%) of the aggregate value of the proceeds of such asset disposition; (if) Investments consisting of loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $1,000,000 250,000 in the aggregate at any time outstanding; (g) securities (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; (h) Investments consisting of Capitalized Leases permitted hereunder; (i) Investments consisting of Interest Rate Agreements entered into by any Borrower to protect the Borrowers from changes in interest rates and not for speculative purposes; (j) the Investments related to the Santa Xxxx Transaction, so long as such Investments are secured by the Santa Xxxx Pledge Agreement and any other Investment made by a Borrower in Permitted Acquisitions connection with a restaurant management agreement pursuant to §9.14 provided (i) any such other than Specified Joint Ventures Investment is consented to by the Administrative Agent (such consent not to be unreasonably withheld) and Minority Owned Joint Ventures(ii) permitted if requested by Section 9.5.1(a) hereofthe Administrative Agent, the property or assets which are the subject of such Investment are made part of the Collateral subject to the Security Documents; and (k) other Investments consisting of performance bonds or advance payment bonds, in each case issued in the ordinary course of business provided, however, that, with the exception of promissory notes referred to in §10.3(e) evidencing Indebtedness in an amount less than or equal to $50,000, and loans and advances referred to in §10.3(f), such Investments will be considered Investments permitted by this §10.3 only if all actions have been taken to the reasonable satisfaction of the Borrower Administrative Agent to provide to the Administrative Agent, for the benefit of the Lenders and its Subsidiaries not to exceed the aggregate amount Administrative Agent, a first priority perfected security interest in all of $5,000,000such Investments free of all Liens other than Permitted Liens.

Restrictions on Investments. The Borrower will not, and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments inexcept: (a) marketable direct or guaranteed obligations of the United States of America that mature within one (1) year from the date of purchase by the BorrowerInvestments in Cash Equivalents; (b) demand deposits, certificates Investments in trade receivables incurred in the ordinary course of deposit, bank acceptances and time deposits of United States banks having total assets in excess of $1,000,000,000business; (c) securities commonly known as "COMMERCIAL PAPER" issued by a corporation organized and existing under Investments in endorsements of negotiable instruments for collection in the laws ordinary course 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, and not less than "A 1" if rated by S&Pbusiness; (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 solely in the items described in Sections 9.3(a) - (d); (f) Investments existing on the date hereof and listed on SCHEDULE 9.3 hereto; (i) Investments consisting of the Guaranties, (ii) Investments by the Borrower in any Guarantor hereunder or Subsidiary that has executed a Guaranty and Investments by any Guarantor Subsidiary in the Borrower; (e) Investments by the Borrower or any other Guarantor, Subsidiary in any Foreign Subsidiary that has executed a Guaranty in an amount not to exceed in the aggregate at any time $15,000,000; (iiif) Investments in Subsidiaries which are not Guarantors PROVIDED that the aggregate of such Investments of by the Borrower in Subsidiaries which are that have not Guarantors shall not exceed executed a Guaranty (A) in connection with the aggregate amount transfer of $15,000,000inventory to such Subsidiary or (B) in connection with obligations incurred, and payments required, under Capitalized Leases and operating leases, each in the ordinary course of business and paid by the Borrower to Persons on behalf of such Subsidiaries; (ivg) Investments by the Borrower or any Subsidiary in Specified Joint Ventures and Minority Owned Joint Ventures not to exceed $20,000,000Subsidiaries of the Borrower existing as of the date hereof at the levels as of the date hereof; (h) Investments by the Borrower in Subsidiaries consisting of promissory notes received as proceeds of asset dispositions loans or Indebtedness to the extent permitted by Section 9.5.29.1; (i) Investments consisting of loans in 5931, Inc. and advances 5931 Business Trust in connection with Royalty Payments and payments necessary to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $1,000,000 in the aggregate at any time outstandingcover administrative costs; (j) Investments in Permitted Acquisitions (other than Specified Joint Ventures and Minority Owned Joint Ventures) Subsidiaries acquired or created pursuant to Section 9.6 or 9.11 in the amounts permitted by Section 9.5.1(asuch sections; (k) hereofInvestments pursuant to deferred compensation plans for former and current directors, officers, consultants and employees (l) Investments by the Borrower in MC pursuant to the Canadian License Agreement; and (km) any other Investments not otherwise permitted in Subsections (a)-(l) in this Section 9.3 in an aggregate amount not to exceed ten percent (10%) of the Consolidated Tangible Net Worth of the Borrower and its Subsidiaries not to exceed the aggregate amount of $5,000,000Subsidiaries.

Restrictions on Investments. The No Borrower will, nor will not, and will not it permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in: (a) marketable direct or guaranteed obligations of the United States of America that mature within one (1) year from the date of purchase by the BorrowerBorrowers; (b) demand deposits, certificates of deposit, bank bankers acceptances and time deposits of United States banks having total assets in excess of $1,000,000,000; (c) securities commonly known as "COMMERCIAL PAPER" “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'xXxxxx’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 solely in the items described in Sections 9.3(a) - (d); (f) Investments existing on the date hereof and listed on SCHEDULE 9.3 Schedule10.3 hereto; (i) Investments consisting of the Guaranties, (iie) Investments by the Borrower Holdings in any Guarantor hereunder or by any Guarantor in the Borrower or any other Guarantor, (iii) Investments in Subsidiaries 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 $15,000,000, Crystal Rock LLC and (iv) Investments in Specified Joint Ventures and Minority Owned Joint Ventures not to exceed $20,000,000Crystal Rock Holdings; (hf) Investments consisting of promissory notes received as proceeds of asset dispositions permitted by Section 9.5.2§10.5.2; (g) Investments consisting of Permitted Acquisitions; (h) (i) Investments by the Borrowers in Subsidiaries that have guarantied the Obligations and otherwise complied with the provisions of §9.17 and (ii) Investments by one Borrower in another Borrower; and (i) Investments consisting of loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $1,000,000 100,000 in the aggregate at any time outstanding; ; provided, however, that, with the exception of (jx) Investments demand deposits referred to in Permitted Acquisitions §10.3(b), (other than Specified Joint Ventures y) loans and Minority Owned Joint Venturesadvances referred to in §10.3(i) permitted by Section 9.5.1(a) hereof; and and (kz) other Investments having a fair market value of less than $50,000 individually and $150,000 in the aggregate for all of such other Investments in the aggregate, such Investments will be considered Investments permitted by this §10.3 only if all actions have been taken to the satisfaction of the Borrower Administrative Agent to provide to the Administrative Agent, for the benefit of the Lenders and its Subsidiaries not to exceed the aggregate amount Administrative Agent, a first priority perfected security interest in all of $5,000,000such Investments free of all Liens other than Permitted Liens.

Restrictions on Investments. The Borrower will notNone of the Borrowers will, and none will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding Outstanding any Investment except Investments in: (a) marketable direct or guaranteed obligations of the United States of America or Canada that mature within one (1) year from the date of purchase by the such Borrower; (b) demand deposits, certificates of deposit, bank bankers acceptances and time deposits of United States or Canadian banks having total assets in excess of $1,000,000,0001,000,000,000 or of any Lender; (c) securities commonly known as "COMMERCIAL PAPERcommercial paper" issued by a corporation organized and existing under the laws of the United States of America or any state thereof thereof, Canada or any province 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'xMxxxx'x Investors Services, Inc., and not less than "A 1" if rated by S&PStandard and Poor's Ratings Group; (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 solely in the items described in Sections 9.3(a) - (d); (f) Investments existing on the date hereof and listed on SCHEDULE 9.3 Schedule 10.3 hereto; (ie) loans, investments and advances by any Borrower in or to another Borrower to the extent permitted by Section 10.1(f) or (g) provided that Investments of Domestic Borrowers in the Canadian Borrower shall not exceed $500,000 at any one time outstanding and unredeemed; (f) Investments consisting of the Guaranties, Permitted Acquisitions; (iig) Investments by the Borrower Borrowers and their Subsidiaries in respect of any Guarantor hereunder or Rate Protection Agreement which is permitted by any Guarantor in the Borrower or any other Guarantor, (iii) Investments in Subsidiaries 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 $15,000,000, and (iv) Investments in Specified Joint Ventures and Minority Owned Joint Ventures not to exceed $20,000,000Section 10.1(c); (h) Investments consisting of promissory notes received as proceeds of asset dispositions permitted by Section 9.5.2;10.5.2, provided that the aggregate value of such promissory notes received in connection with any such asset disposition shall not exceed 50% of the aggregate value of the proceeds of such asset disposition; and (i) Investments consisting of loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business an aggregate amount not to exceed $1,000,000 in the aggregate 500,000 at any time outstanding; ; provided that new loans or advances may not be made to employees unless prior to making any such loan or advance, the Borrowers deliver to the Agent a certificate signed by a financial officer of the Borrowers demonstrating that at the time of making such loan or advance the sum of (ji) the Borrowers' cash on hand plus (ii) the amount by which the Total Revolving Credit Commitment exceeds the sum of (A) the Outstanding amount of Revolving Credit Loans plus (B) the Maximum Drawing Amount, plus (C) all Unpaid Reimbursement Obligations exceeds $6,000,000 after giving effect to any Investments then contemplated to be made under this Section 10.3(i) and any Revolving Credit Loans to be advanced to finance such Investment; provided, however, that, with the exception of demand deposits referred to in Permitted Acquisitions (Section 10.3(b) and loans and advances referred to in Section 10.3(i), such Investments will be considered Investments permitted by this Section 10.3 only if all actions have been taken to the satisfaction of the Agent to provide to the Agent, for the benefit of the Lenders and the Agent, a first priority perfected security interest in all of such Investments free of all encumbrances other than Specified Joint Ventures and Minority Owned Joint Ventures) permitted by Section 9.5.1(a) hereof; and (k) other Investments of the Borrower and its Subsidiaries not to exceed the aggregate amount of $5,000,000Permitted Liens.

Restrictions on Investments. The Borrower will not, and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment Investment, except Investments in: (a) marketable direct or guaranteed obligations of the United States of America that mature within one (1) year from the date of purchase by the Borrower; (b) 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) securities commonly known as "COMMERCIAL PAPER" “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'xXxxxx’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 solely in the items described in Sections 9.3(a) - (d); (f) Investments existing on the date hereof and listed on SCHEDULE 9.3 Schedule 10.3 hereto; (ie) Investments in the Borrower and in any Subsidiary that is a Guarantor, either in the form of equity Investments or Indebtedness permitted by §10.1(i) so long as such entity remains the Borrower, or a Subsidiary Guarantor, as applicable; (f) upon five (5) Business Days’ prior written notice to the Administrative Agent, Investments consisting of the GuarantiesGuaranty and subordinated guaranties constituting Subordinated Debt made in accordance with the definition of “Subordinated Debt”, (ii) Investments provided that such subordinated guarantees otherwise constitute Indebtedness permitted by the Borrower in any Guarantor hereunder or by any Guarantor in the Borrower or any other Guarantor, (iii) Investments in Subsidiaries 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 $15,000,000, and (iv) Investments in Specified Joint Ventures and Minority Owned Joint Ventures not to exceed $20,000,000§10.1(e); (hg) Investments consisting of promissory notes or other deferred payment arrangements received as proceeds of of, or entered into in connection with, asset dispositions permitted by Section 9.5.2§10.5.2; (ih) Investments consisting of loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $1,000,000 in the aggregate at any time outstanding; (ji) After the Revert Date, Investments by the Borrower or a Subsidiary of the Borrower in Subsidiaries formed for the purpose of consummating Permitted Acquisitions (other than Specified Joint Ventures and Minority Owned Joint Ventures) permitted by Section 9.5.1(a) hereofor acquired in connection with Permitted Acquisitions; and (kj) other Investments of Investments; provided that (i) at the Borrower and its Subsidiaries not to exceed time such Investment is made, the aggregate amount of all Investments (including, without limitation, any Investments constituting Bridge to Sale Transfers) made by the Borrower or any of its Subsidiaries under this clause (j) after the date hereof and after taking into account any Loans advanced to finance such Investment shall not exceed an amount equal to (x)(1) $5,000,00025,000,000, for all such Investments made during the Suspension Period (including all Bridge to Sale Transfers referenced below) and (2) $150,000,000, for all such Investments made at any time after the Funding Date; (ii) with respect to Investments constituting Bridge to Sale Transfers, at the time any such Investment is made, the aggregate value of all Investments that constitute Bridge to Sale Transfers (which value for each such Bridge to Sale Transfer shall be calculated based upon an appraisal of the assets subject to such Bridge to Sale Transfer, which appraisal shall be current at the time of the transfer of such assets pursuant to a Bridge to Sale Transfer, shall be conducted by a recognized appraiser of broadcasting assets and shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent) shall (I) be included in the $25,000,000 maximum amount referenced in clause (ii)(1) preceding during the Suspension Period, and (II) shall not exceed $100,000,000 at any time outstanding at any time after the Funding Date, and in each case shall not include more than one Approved Bridge to Sale Transfer, provided that the aggregate amount of all Bridge to Sale Transfers that are not Approved Bridge to Sale Transfers shall not exceed $25,000,000 (calculated as the aggregate of the values of each such Investment at the time each such Investment was made without giving effect to any changes in value thereafter); (iii) no Default or Event of Default has occurred and is continuing at the time such Investment is made or would result on a Pro Forma Basis therefrom after taking into account any Loans advanced to finance such Investment; and (iv) the Borrower delivers to the Administrative Agent a duly executed certificate substantially in the form of Exhibit F hereto in connection with such Investment; provided, however, that, with the exception of (i) Investments referred to in §10.3(a), (b) and (c), (ii) loans and advances referred to in §10.3(h), (iii) Excluded Assets and (iv) Investments in any Bridge to Sale License Subsidiary, such Investments will be considered Investments permitted by this §10.3 only if all actions have been taken to the reasonable satisfaction of the Administrative Agent to provide to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, a first priority perfected security interest in all of such Investments free of all Liens other than Permitted Liens; and provided, further, that notwithstanding anything to the contrary contained in this Credit Agreement, in no event shall the Borrower or any Subsidiary of the Borrower make any Investment in a non-Affiliate third party or an Affiliate of such Person (which for purposes of this §10.3 shall include fundings pursuant to prior commitments to fund Investments) at any time in connection with, or during the twelve consecutive month period ending immediately prior to or at any time following, (A) the entry into any Bridge to Sale Transaction Document with such non-Affiliate third party or the performance of any obligation thereunder or (B) the consummation of a Bridge to Sale Third Party Transaction with such non-Affiliate third party, provided that the Borrower or any Subsidiary of the Borrower may make an Investment in such a non-Affiliate third party or Affiliate of such third party to the extent permitted under clause (ii) of the definition of “Bridge to Sale Transaction Conditions” in connection with the consummation of a Bridge to Sale Third Party Transaction.

Restrictions on Investments. The Borrower will not, and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments inexcept: (a) Investments in “marketable direct or guaranteed obligations of the United States of America that mature within one (1) year from the date of purchase by securities,” “cash” and “cash equivalents” as each such term is used in the Borrower’s consolidated balance sheet and determined in accordance with GAAP and in accordance with the Borrower’s past accounting practices; (b) 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) 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, 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 solely in the items described in Sections 9.3(a) - (d); (f) Investments existing on the date hereof and listed on SCHEDULE Schedule 9.3 hereto, and renewals, and extensions thereof so long as the aggregate amount of such Investments do not increase; (ic) Investments consisting made in connection with the Borrower’s Investment Policy Guidelines, provided, notwithstanding such Investment Policy Guidelines, the Borrower shall not be permitted to make any Investments that are specifically limited by another subsection of the Guaranties, this §9.3; (iid) Investments by the Borrower in any Guarantor hereunder Subsidiaries or by any Guarantor a Subsidiary in the Borrower or another Subsidiary, excluding for purposes of this clause (d) any other Guarantor, (iii) Investments Investment in Subsidiaries which are any New Domestic Subsidiary that is not Guarantors PROVIDED a Special Material Subsidiary that is to be made after the aggregate date of such Investments of the Borrower in Subsidiaries which are not Guarantors shall not exceed the aggregate amount of $15,000,000, and (iv) Investments in Specified Joint Ventures and Minority Owned Joint Ventures not to exceed $20,000,000its formation or acquisition; (he) Investments consisting of promissory notes received as proceeds of asset dispositions permitted by Section 9.5.2a Standard Permitted Acquisition or Special Permitted Acquisition to the extent made in accordance with §9.5.1; (if) Investments consisting of loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $1,000,000 500,000 in the aggregate at any time outstanding; (jg) Investments in Permitted Acquisitions consisting of the repurchase by the Borrower of the Capital Stock of the Borrower and other Investments permitted to be made by §9.4 hereof, provided, that no Default or Event of Default has occurred and is continuing or would exist as a result of such purchase or making of such Investment; (other than Specified Joint Ventures and Minority Owned Joint Venturesh) Investments with respect to the ownership of the Borrower’s Subsidiaries existing on the Closing Date or the creation or acquisition of any new Subsidiaries permitted by Section 9.5.1(a) hereof§8.13 and §9.5.1; and (ki) other Investments extensions of trade credit to customers in the Borrower ordinary course of business and its Subsidiaries not to exceed the aggregate amount of $5,000,000consistent with past practices.

Restrictions on Investments. The Each of Holdings and the Borrower will not, and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in: (a) marketable direct or guaranteed obligations of the United States of America that mature within one (1) year from the date of purchase by the Borrower; (b) demand deposits, certificates of deposit, bank bankers acceptances and time deposits of United States banks having total assets in excess of $1,000,000,000, so long as such Investments are made by the Borrower or any Subsidiary and not Holdings; (c) securities commonly known as "COMMERCIAL PAPERcommercial 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'xXxxxx'x Investors Service, Inc., and not less than "A 1" if rated by S&PStandard and Poor's Rating Group, so long as such Investments are made by the Borrower or any Subsidiary and not Holdings; (d) Investments by the Borrower in repurchase obligations with a term of not agreements secured by any one or more than seven (7) days for underlying securities of the types described in Sections 9.3(a) and (b)foregoing;— (e) mutual funds which invest solely in the items described in Sections 9.3(a) - (d); (f) Investments existing on the date hereof and listed on SCHEDULE 9.3 Schedule 10.3 hereto; (if) Investments with respect to Indebtedness permitted by § 10.1(f) so long as such entities remain Subsidiaries of the Borrower and Guarantors hereunder; (g) Investments consisting of the Guaranties, (ii) Guaranty or Investments by the Borrower in any Guarantor hereunder Guarantors or Investments by any Guarantor Holdings in the Borrower or any other Guarantor, (iii) Investments in Subsidiaries 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 $15,000,000, and (iv) Investments in Specified Joint Ventures and Minority Owned Joint Ventures not to exceed $20,000,000Borrower; (h) Investments consisting of promissory notes received as proceeds of asset dispositions permitted by Section 9.5.2§ 10.5.2; (i) Investments by the Borrower in connection with Permitted Acquisitions; (j) Investments in respect of interest rate protection arrangements entered into by the Borrower in the ordinary course of business consistent with past practices and not for speculative purposes; (k) Investments consisting of loans and advances by the Borrower to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $1,000,000 100,000 in the aggregate at any time outstanding; (j) , and Investments consisting of loans and advances by the Borrower to employees to purchase capital stock of the Borrower in Permitted Acquisitions (other than Specified Joint Ventures and Minority Owned Joint Ventures) permitted by Section 9.5.1(a) hereofconnection with the Stock Option Plan; and (kl) other Investments of by the Borrower and its Subsidiaries not otherwise included in this § 10.3 in an aggregate amount not to exceed $250,000 outstanding at any time. provided, however, that, with the aggregate amount exception of $5,000,000Investments referred to in § 10.3(b), (g) and (k), such Investments will be considered Investments permitted by this § 10.3 only if all actions have been taken to the satisfaction of the Agent to provide to the Agent, for the benefit of the Banks and the Agent, a first priority perfected security interest in all of such Investments free of all encumbrances other than Permitted Liens.

Restrictions on Investments. The Borrower None of the Borrowers will, nor will not, and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in: (a) marketable direct or guaranteed obligations of the United States of America that mature within one (1) year from the date of purchase by the BorrowerCash Equivalents; (b) demand deposits, certificates of deposit, bank acceptances and time deposits of United States banks having total assets in excess of $1,000,000,000[Intentionally Omitted]; (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, and not less than "A 1" if rated by S&P[Intentionally Omitted]; (d) repurchase obligations with a term of not more than seven (7) days for underlying securities of Investments existing on the types described in Sections 9.3(a) Original Closing Date and (b)listed on Schedule 10.3 hereto; (e) mutual funds which invest solely in Investments with respect to Indebtedness permitted by §10.1(g) or (h) so long as such entities remain (i) a Borrower or (ii) a Subsidiary of a Borrower, as the items described in Sections 9.3(a) - (d)case may be; (f) Investments existing on consisting of Investments by a Borrower in another Borrower or by a Borrower in any of its Subsidiaries, including Investments effected as a result of the date hereof transfer of assets between Borrowers permitted pursuant to §10.5.2(c) and listed on SCHEDULE 9.3 hereto§10.5.3(d); (i) Investments consisting of the Guaranties, (ii) Investments by the Borrower in any Guarantor hereunder or by any Guarantor in the Borrower or any other Guarantor, (iii) Investments in Subsidiaries 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 $15,000,000, and (iv) Investments in Specified Joint Ventures and Minority Owned Joint Ventures not to exceed $20,000,000; (hg) Investments consisting of promissory notes received as proceeds of asset dispositions permitted by Section 9.5.2§10.5.2; provided that the aggregate value of such promissory notes received in connection with any such asset disposition shall not exceed fifty percent (50%) of the aggregate value of the proceeds of such asset disposition; (ih) Investments consisting of loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $1,000,000 250,000 in the aggregate at any time outstanding; (i) securities (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; (j) Investments consisting of Capitalized Leases permitted hereunder; (k) Investments consisting of Interest Rate Agreements entered into by any Borrower pursuant to §9.15; (l) the Investments related to the Santa Xxxx Transaction, so long as such Investments are secured by the Santa Xxxx Pledge Agreement and any other Investment made by a Borrower in Permitted Acquisitions connection with a restaurant management agreement pursuant to §9.14 provided (i) any such other than Specified Joint Ventures Investment is consented to by the Administrative Agent (such consent not to be unreasonably withheld) and Minority Owned Joint Ventures(ii) permitted if requested by Section 9.5.1(a) hereofthe Administrative Agent, the property or assets which are the subject of such Investment are made part of the Collateral subject to the Security Documents; and (km) other Investments consisting of performance bonds or advance payment bonds, in each case issued in the ordinary course of business provided, however, that, with the exception of demand deposits referred to in §10.3(b), promissory notes referred to in §10.3(g) evidencing Indebtedness in an amount less than or equal to $50,000, and loans and advances referred to in §10.3(h), such Investments will be considered Investments permitted by this §10.3 only if all actions have been taken to the satisfaction of the Borrower Administrative Agent to provide to the Administrative Agent, for the benefit of the Lenders and its Subsidiaries not to exceed the aggregate amount Administrative Agent, a first priority perfected security interest in all of $5,000,000such Investments free of all Liens other than Permitted Liens.