Common use of Restrictions on Investments Clause in Contracts

Restrictions on Investments. The US Guarantor will not, and will not cause, permit, or suffer any of its Consolidated Subsidiaries to, make or permit to exist or to remain outstanding any Investment except: (a) Investments in marketable securities, liquid investments, and other financial instruments that are acquired for investment purposes and that have a value that may be readily established, including any such Investment that may be readily sold or otherwise liquidated in any mutual fund for which the US Guarantor or one of its Subsidiaries serves as investment manager or adviser; (b) Investments received in connection with the settlement of past due accounts; (c) Guarantees otherwise constituting permitted Funded Debt; (d) So long as no Event of Default exists or would be caused thereby, Investments in funds or other vehicles managed by the US Guarantor or one of its affiliates in the ordinary course; (e) Investments by the Broker-Dealer Subsidiaries consisting of purchases, borrowings and other acquisitions of securities and other financial instruments in connection with the Securities Trading Activities of the Broker Dealer Subsidiaries; (f) Investments existing on the Closing Date and set forth on Schedule 7.4; and (g) Other Investments, so long as no Default exists or would be caused thereby and the US Guarantor would be, on a pro forma basis, in compliance with the financial covenants set forth in Section 8 hereof; provided, however, that with respect to any acquisition of all or substantially all of the Equity Securities or assets of a Person, such acquisition shall relate solely to Equity Securities in another Person engaged primarily in, or assets of another Person used primarily for, the same line of business as the Borrower and its Subsidiaries or a line of business reasonably related thereto.

Restrictions on Investments. The US Guarantor Borrower will not, and will not --------------------------- cause, permit, or suffer any of its Consolidated Subsidiaries to, make or permit to exist or to remain outstanding any Investment except: (a) Investments in marketable securities, liquid investments, and other financial instruments that are acquired for investment purposes and that have a value that may be readily established, including any such Investment that may be readily sold or otherwise liquidated in any mutual fund pooled investment vehicle for which the US Guarantor Borrower or one of its Subsidiaries serves as investment manager or adviser; (b) Investments received in connection with the settlement of past due accounts; (c) Guarantees otherwise constituting permitted Funded Debt; (d) So long as no Event of Default exists or would be caused thereby, Investments in funds or other vehicles managed by the US Guarantor or one of its affiliates in the ordinary course; (e) Investments by the Broker-Dealer Subsidiaries consisting of purchases, borrowings and other acquisitions of securities and other financial instruments in connection with the Securities Trading Activities of the Broker Dealer Subsidiaries; (f) Investments existing on the Closing Date and set forth on Schedule 7.47.5; ------------ (c) Investments made by the Borrower or any Subsidiary of the Borrower in the Borrower or any Subsidiary of the Borrower; and (gd) Other Investments, so So long as no Default or Event of Default exists or would be is caused thereby and thereby, Investments made by the US Guarantor would be, on a pro forma basis, Borrower in compliance PGP in connection with the financial covenants set forth PGP Refinancing in Section 8 hereof; provided, however, that with respect the form of (i) a loan by the Borrower to any acquisition PGP (the proceeds of all which are used to repay the Private Placement Notes in full) or substantially all (ii) a guaranty of the Equity Securities Private Placement Notes issued by the Borrower in favor of the holders of the Private Placement Notes; and (e) So long as no Default or assets Event of a PersonDefault exists or is caused thereby, such acquisition shall relate solely other Investments made by the Borrower or any Subsidiary of the Borrower in an aggregate amount outstanding at any time, not to exceed the sum of (i) ten percent (10%) of Partner's Capital plus (ii) the net proceeds (or fair value in the case of an exchange) received by the Borrower from the sale (or exchange) of Equity Securities in another Person engaged primarily inthe Borrower as of (y) the date of any such Investment, or assets (z) the last day of another Person used primarily for, the same line of business as the Borrower and its Subsidiaries or a line of business reasonably related theretoany subsequent calendar quarter.

Restrictions on Investments. The US Guarantor Parent and each of the Borrowers will not, and the Parent will not cause, permit, or suffer permit any of its Consolidated other Subsidiaries to, make or permit to exist or to remain outstanding any Investment except: (a) Investments in marketable securitiesdirect or guaranteed obligations of the United States of America, liquid investments, the Netherlands or Norway that mature within one (1) year from the date of purchase by such Person and other financial instruments that are acquired for investment purposes and that have a value that may be readily established, including any such Investment that may be readily sold or otherwise liquidated in any mutual fund for which repurchase agreements relating to the US Guarantor or one of its Subsidiaries serves as investment manager or adviserforegoing; (b) Investments received in connection with demand deposits, certificates of deposit, bankers acceptances and time deposits of commercial banks organized under the settlement laws of past due accountsany country which is a member of the OECD (having total assets in excess of $1,000,000,000); (c) Guarantees otherwise constituting permitted Funded DebtInvestments in 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 Service, Inc. and not less than "A 1" if rated by Standard and Poor's Ratings Group or similar Dutch or Norwegian securities; (d) So long as no Event of Default exists or would be caused thereby, Investments in funds or other vehicles managed by the US Guarantor or one of its affiliates in the ordinary course; (e) Investments by the Broker-Dealer Subsidiaries consisting of purchases, borrowings and other acquisitions of securities and other financial instruments in connection with the Securities Trading Activities of the Broker Dealer Subsidiaries; (f) Investments existing on the Closing Date and set forth listed on Schedule 7.49.3 attached hereto; (i) Investments by the Parent, a Borrower or a Guarantor in a Borrower or a Guarantor; and (ii) Investments by the Parent or a Borrower in non-Guarantor Subsidiaries; provided that (A) the aggregate amount of all such Investments made pursuant to this (S)9.3(e)(ii) shall not exceed $30,000,000, (B) no Default or Event of Default exists at the time of the making of such Investment or would result therefrom; and (C) the proceeds of such Investment shall be used by such Subsidiary only to repay outstanding Indebtedness owed to third parties not Affiliated with the Parent or any of its Subsidiaries. (f) Investments in joint ventures and non-Guarantor Subsidiaries in lines of business related to the Borrowers' business not to exceed $25,000,000 in the aggregate; and (g) Other Investments, so long as no Default exists or would be caused thereby and Investments by the US Guarantor would be, on a pro forma basis, Parent in compliance with the financial covenants set forth Swath Subsidiary in Section 8 hereof; provided, however, that with respect an aggregate amount not to any acquisition of all or substantially all of the Equity Securities or assets of a Person, such acquisition shall relate solely to Equity Securities in another Person engaged primarily in, or assets of another Person used primarily for, the same line of business as the Borrower and its Subsidiaries or a line of business reasonably related theretoexceed $4,000,000.

Restrictions on Investments. The US Guarantor will Borrower shall not, and will not cause, permit, or suffer nor shall it permit any of its Consolidated Subsidiaries Subsidiary to, make or permit to exist or to remain outstanding any Investment exceptInvestments other than: (a) ordinary course Investments in marketable securities, liquid investments, and other financial instruments that are acquired for investment purposes and that have a value that may be readily established, including made by the Borrower or any such Investment that may be readily sold or otherwise liquidated in any mutual fund for which the US Guarantor or one of its Subsidiaries serves as investment manager or adviserfrom time to time in cash and cash equivalents; (b) subject to Sections 7.01(a) and 7.03(d) (solely in respect of the proviso thereof), Investments received in connection with the settlement Borrower or any of past due accountsits Subsidiaries; (c) Guarantees otherwise constituting Investments consisting of guarantees by the Borrower or any of its Subsidiaries of any Indebtedness permitted Funded Debt;pursuant to Section 7.01; and (d) So long as no Event of Default exists or would be caused thereby, other Investments in funds or other vehicles managed by the US Guarantor or one of its affiliates in the ordinary course; (e) Investments by the Broker-Dealer Subsidiaries consisting of purchases, borrowings and other acquisitions of securities and other financial instruments in connection with the Securities Trading Activities of the Broker Dealer Subsidiaries; (f) Investments existing on the Closing Date and set forth on Schedule 7.4; and (g) Other Investments, so long as no Default exists or would be caused thereby (i) the Borrower and the US Guarantor would be, on a its Subsidiaries are in pro forma basis, in compliance with each of the financial covenants set forth in Section 8 hereof7.14 (using Consolidated EBITDA of the Consolidated Group as of the last day of the applicable Pro Forma Reference Period (but including any permitted addbacks to Consolidated EBITDA in 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 Pro Forma Reference Period)) and (ii) at the time of such Investment, no Default or Event of Default has occurred and is continuing or would result therefrom; provided, however, that with respect to any acquisition the aggregate amount of all or substantially all Investments in non-wholly-owned Subsidiaries of the Equity Securities or Borrower and Insurance Entities shall not exceed 10% of consolidated total assets of a Person, such acquisition shall relate solely to Equity Securities in another Person engaged primarily in, or assets of another Person used primarily for, the same line of business as the Borrower and its Subsidiaries or a line (as determined by reference to the most recent balance sheet delivered to the Agents pursuant to Section 6.04 or, if earlier than the first delivery thereunder, as indicated in the Audited Financial Statements); provided, further, that the aggregate amount of all Investments in any type of business reasonably other than the businesses conducted by the Borrower or its Subsidiaries on the Closing Date and in related theretobusinesses shall not exceed the U.S. Dollar Equivalent of U.S.$200,000,000 at any time outstanding (it being understood that Investments in any Insurance Entity shall be excluded from the immediately preceding limitation).

Restrictions on Investments. The US Guarantor Borrower will not, and will not cause, permit, or suffer permit any of its Consolidated Subsidiaries to, make or permit to exist or to remain outstanding any Investment exceptexcept Investments in: (a) Investments in marketable securities, liquid investments, and other financial instruments that are acquired for investment purposes and that have a value that may be readily established, including any such Investment that may be readily sold or otherwise liquidated in any mutual fund for which the US Guarantor or one of its Subsidiaries serves as investment manager or adviserCash Equivalents; (b) Investments received in connection with permitted by the settlement of past due accountsBorrower's investment policy guidelines as existing on the Closing Date and attached hereto as EXHIBIT F; (c) Guarantees otherwise constituting permitted Funded DebtInvestments consisting of promissory notes or securities received by the Borrower or any Subsidiary in connection with the bankruptcy or reorganization of customers or suppliers of the Borrower or such Subsidiary and in settlement of delinquent obligations owing from such customer or supplier, arising in the ordinary course of business; (d) So Investments existing on the date hereof and listed on SCHEDULE 9.3 to the Disclosure Letter and, so long as no Default or Event of Default exists has occurred and is continuing or would be caused therebyexist as a result thereof, the Investments in funds or other vehicles managed by the US Guarantor or one Borrower consisting of its affiliates in the ordinary courseForeign Subsidiary Reorganization; (e) Investments with respect to (i) Indebtedness permitted by the Broker-Dealer ss.9.1(f) and (g) so long as such entities remain Domestic Subsidiaries consisting of purchases, borrowings and other acquisitions of securities and other financial instruments in connection with the Securities Trading Activities of the Broker Dealer SubsidiariesBorrower and Guarantors hereunder and (ii) Investments between the Borrower and any Guarantor so long as the Guarantors remain Domestic Subsidiaries of the Borrower and Guarantors hereunder; (f) Investments existing consisting of the Guaranty, the Warranty Guaranty or the Cash Management Guarantees or Investments with respect to Indebtedness permitted by ss.9.1(h) and ss.9.1(q) hereof so long as the conditions of ss.9.1(h) (as it relates to Indebtedness permitted by have ss.9.1(h)) and ss.9.1(q) (as it relates to Indebtedness permitted by have ss.9.1(q)) have been satisfied; (g) equity Investments (i) by the Borrower in any Foreign Subsidiary (other than as set forth in this ss.9.3(g)(iii)) provided that (1) the aggregate amount of all such Investments hereunder made on or after the Closing Date plus the aggregate amount of all Investments made on or after the Closing Date pursuant to ss.9.3(f) as it relates to ss.9.1(h)(i) shall not exceed $17,500,000 in any fiscal quarter and set forth on Schedule 7.4shall not exceed $80,000,000 outstanding at any time; (2) no Default or Event of Default has occurred and is continuing or would exist as a result of making such Investment; and (3) the Borrower has demonstrated to the satisfaction of the Administrative Agent that the Minimum Cash, both before and after giving effect to the making of each such Investment is not less than $75,000,000; (ii) by Peregrine Systems Global Ltd. in any other Foreign Subsidiary resulting solely from a transfer from Peregrine Systems Global Ltd. of funds received by Peregrine Systems Global Ltd. from the Borrower pursuant to ss.9.3(g)(i) above in the like form received; and (iii) by the Borrower or a Guarantor in a Foreign Subsidiary arising from the license of any intellectual property or cost sharing arrangements with respect to research and development costs between the Borrower and such Foreign Subsidiary and only so long as such equity Investment is solely in the form of a book entry transfer and not a cash transfer from the Borrower or such Guarantor to such Foreign Subsidiary; (h) 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; (i) Investments by the Borrower in any Domestic Subsidiary in the ordinary course of business consistent with past practices and made solely for the purpose of initially forming and capitalizing such Domestic Subsidiary; and (gj) Other Investmentsother Investments not specifically provided for in this ss.9.3 in Persons which are not Subsidiaries, so long as provided (i) no Default exists or Event of Default has occurred and is continuing or would be caused thereby exist as a result thereof and (ii) the US Guarantor would be, on a pro forma basis, in compliance with the financial covenants set forth in Section 8 hereof; provided, however, that with respect to any acquisition aggregate amount of all or substantially all of the Equity Securities or assets of a Person, such acquisition Investments made pursuant to this ss.9.3(h) shall relate solely to Equity Securities not exceed $25,000,000 in another Person engaged primarily in, or assets of another Person used primarily for, the same line of business as the Borrower and its Subsidiaries or a line of business reasonably related theretoany fiscal year.

Restrictions on Investments. The US Guarantor Each of the Parent Companies and the Borrower will not, and will not cause, permit, or suffer permit any of its Consolidated their Subsidiaries to, make or permit to exist or to remain outstanding any Investment exceptInvestment; provided that any of the Parent Companies, the Borrower or any of their Subsidiaries (other than the Restricted Subsidiaries) may make or permit to exist or to remain outstanding, Investments in: (a) Investments in marketable securities, liquid investments, and other financial instruments direct or guaranteed obligations of the United States of America that are acquired for investment purposes and that have a value that may be readily established, including any such Investment that may be readily sold or otherwise liquidated in any mutual fund for which mature within one (1) year from the US Guarantor or one date of its Subsidiaries serves as investment manager or adviserpurchase by the Borrower; (b) Investments received demand deposits, certificates of deposit, bankers acceptances and time deposits of United States banks having total assets in connection with the settlement excess of past due accounts$1,000,000,000; (c) Guarantees otherwise constituting permitted Funded Debtsecurities 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 Service, Inc., and not less than “A 1” if rated by Standard and Poor’s Rating Group; (d) So long as no Event of Default exists or would be caused thereby, Investments in funds or other vehicles managed by existing on the US Guarantor or one of its affiliates date hereof and listed in the ordinary courseLetter Agreement hereto and renewals and replacements thereof; (e) Investments with respect to Indebtedness permitted by the Broker-Dealer §10.1(j) so long as such entities remain Subsidiaries consisting of purchases, borrowings and other acquisitions of securities and other financial instruments in connection with the Securities Trading Activities of the Broker Dealer SubsidiariesBorrower and remain a Guarantor hereunder; (f) equity Investments existing on in companies other than Subsidiaries, provided that (i) no Default or Event of Default shall have occurred and be continuing at the Closing Date time of the making of such Investments or result after giving effect thereto, (ii) no proceeds of any Revolving Credit Loan shall be used for the making of such Investments and set forth on Schedule 7.4(iii) the amount of all such Investments shall not exceed $50,000,000 in the aggregate during the term of this Credit Agreement; (g) Investments (i) consisting of the Guaranty, (ii) by the Borrower or any Guarantor in a Guarantor, so long as such Guarantor remains a Guarantor and a Subsidiary of the Borrower hereunder, (iii) by any Parent Company in the Borrower or in any Guarantor so long as such Guarantor remains a Guarantor hereunder, and (iv) by a Subsidiary of the Borrower in the Borrower, provided that, with respect to clauses (ii) through (iv) to the extent applicable, the Borrower and each such Guarantor shall have complied with the provisions of §7 hereof; (h) Investments by the Borrower, any Parent Company or any other Guarantor in foreign Subsidiaries of the Borrower, provided that (i) no Default or Event of Default shall have occurred and be continuing at the time of the making of such Investment or result after giving effect thereto and (ii) the amount of all such Investments shall not exceed $10,000,000 in the aggregate during the term of this Credit Agreement; and (gi) Other InvestmentsInvestments consisting of loans to employees for moving, so long as no Default exists or would be caused thereby entertainment, travel and other similar expenses in the US Guarantor would be, on a pro forma basis, ordinary course of business not to exceed $50,000 in compliance with the financial covenants set forth in Section 8 hereofaggregate at any time outstanding; provided, however, that that, with respect the exception of demand deposits referred to any acquisition in §10.3(b) 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 reasonable 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 or substantially all of the Equity Securities or assets of a Person, such acquisition shall relate solely to Equity Securities in another Person engaged primarily in, or assets of another Person used primarily for, the same line of business as the Borrower and its Subsidiaries or a line of business reasonably related theretoencumbrances other than Permitted Liens.

Restrictions on Investments. The US Guarantor Borrower will not, and will not cause, permit, or suffer any of its Consolidated Subsidiaries to, make or permit to exist or to remain outstanding any Investment except: (a) Investments in marketable securities, liquid investments, and other financial instruments that are acquired for investment purposes and that have a value that may be readily established, including any such Investment that may be readily sold or otherwise liquidated in any mutual fund for which the US Guarantor Borrower or one of its Subsidiaries serves as investment manager or adviser; (b) Investments received in connection with the settlement of past due accounts; (c) Guarantees otherwise constituting permitted Funded Debt; (d) So long as no Event of Default exists or would be caused thereby, Investments in funds or other vehicles managed by the US Guarantor Borrower or one of its affiliates in the ordinary course; (e) Investments by the Broker-Dealer Subsidiaries consisting of purchases, borrowings and other acquisitions of securities and other financial instruments in connection with the Securities Trading Activities of the Broker Dealer Subsidiaries; (f) Investments existing on the Closing Date and set forth on Schedule 7.4; and (g) Other Investments, so long as no Default exists or would be caused thereby and the US Guarantor Borrower would be, on a pro forma basis, in compliance with the financial covenants set forth in Section 8 hereof; provided, however, that with respect to any acquisition of all or substantially all of the Equity Securities or assets of a Person, such acquisition shall relate solely to Equity Securities in another Person engaged primarily in, or assets of another Person used primarily for, the same line of business as the Borrower and its Subsidiaries or a line of business reasonably related thereto.

Restrictions on Investments. The US Guarantor Borrower will not, and will not cause, permit, or suffer any of its Consolidated Subsidiaries to, make or permit to exist or to remain outstanding any Investment except: (a) Investments in marketable securities, liquid investments, and other financial instruments that are acquired for investment purposes and that have a value that may be readily established, including any such Investment that may be readily sold or otherwise liquidated in any mutual fund for which the US Guarantor Borrower or one of its Subsidiaries serves as investment manager or adviser; (b) Investments received in connection with the settlement of past due accounts; (c) Guarantees otherwise constituting permitted Funded Debt; (d) So long as no Event of Default exists or would be caused thereby, Investments in funds or other vehicles managed by the US Guarantor Borrower or one of its affiliates in the ordinary course; (e) Investments by the Broker-Dealer Subsidiaries consisting of purchases, borrowings and other acquisitions of securities and other financial instruments in connection with the Securities Trading Activities of the Broker Dealer Subsidiaries; (f) Investments existing on the Closing Date and set forth on Schedule 7.4; and (g) Other Investments, so long as no Default exists or would be caused thereby and the US Guarantor Borrower would be, on a pro forma basis, in compliance with the financial covenants set forth in Section 8 hereof; provided, however, that with respect to any acquisition of Equity Securities or all or substantially all of the Equity Securities or assets of a Person, such acquisition shall relate solely to Equity Securities in another Person engaged primarily in, or assets of another Person used primarily for, the same line of business as the Borrower and its Subsidiaries or a line of business reasonably related thereto.

Restrictions on Investments. The US Guarantor will Borrower shall not, and will not cause, permit, or suffer nor shall it permit any of its Consolidated Subsidiaries Subsidiary to, make or permit to exist or to remain outstanding any Investment exceptInvestments other than: (a) ordinary course Investments in marketable securities, liquid investments, and other financial instruments that are acquired for investment purposes and that have a value that may be readily established, including made by the Borrower or any such Investment that may be readily sold or otherwise liquidated in any mutual fund for which the US Guarantor or one of its Subsidiaries serves as investment manager or adviserfrom time to time in cash and cash equivalents; (b) subject to Sections 7.01(c), 7.03(d) (solely in respect of the proviso thereof) and 7.04(c), Investments received in connection with the settlement Borrower or any of past due accountsits Subsidiaries; (c) Guarantees otherwise constituting Investments consisting of guarantees by the Borrower or any of its Subsidiaries of any Indebtedness permitted Funded Debt;pursuant to Section 7.01; and (d) So long as no Event of Default exists or would be caused thereby, other Investments in funds or other vehicles managed by the US Guarantor or one of its affiliates in the ordinary course; (e) Investments by the Broker-Dealer Subsidiaries consisting of purchases, borrowings and other acquisitions of securities and other financial instruments in connection with the Securities Trading Activities of the Broker Dealer Subsidiaries; (f) Investments existing on the Closing Date and set forth on Schedule 7.4; and (g) Other Investments, so long as no Default exists or would be caused thereby (i) the Borrower and the US Guarantor would be, on a its Subsidiaries are in pro forma basis, in compliance with each of the financial covenants set forth in Section 8 hereof; provided, however, that with respect to any acquisition of all or substantially all 7.14 (using Consolidated EBITDA of the Equity Securities or assets Consolidated Group as of a Personthe last day of the applicable Pro Forma Reference Period (but including any addbacks to Consolidated EBITDA previously approved in 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 acquisition shall relate solely Investment (with such amounts adjusted as if such Investment occurred on the first day of the Pro Forma Reference Period)), (ii) at the time of such Investment, no Default or Event of Default has occurred and is continuing or would result therefrom and (iii) to Equity Securities the extent such proposed Investment constitutes a transaction described in another Person engaged primarily inSection 7.04(a), or assets of another Person used primarily for, the same line of business as the Borrower and its Subsidiaries or comply with the additional requirements set forth in such Section 7.04(a); provided, that the aggregate amount of all Investments in non-wholly-owned Subsidiaries of the Borrower shall not exceed 10.0% of consolidated total assets of the Borrower and its Subsidiaries (as determined by reference to the most recent balance sheet delivered to the Agents pursuant to Section 6.04 or, if earlier than the first delivery thereunder, as indicated on a line combined basis terms in the Audited Financial Statements); provided, further, that the aggregate amount of all Investments in any type of business reasonably other than the businesses conducted by the Borrower or its Subsidiaries on the Closing Date and in related theretobusinesses shall not exceed U.S. Dollar Equivalent of U.S$200,000,000 at any time outstanding.

Restrictions on Investments. The US Guarantor Each Borrower will not, and will not cause, permit, or suffer any of permit its Consolidated Restricted Subsidiaries to, make or permit to exist or to remain outstanding any Investment exceptexcept the Borrowers and their Restricted Subsidiaries may make or permit to exist or to remain outstanding: (a) Investments in marketable securities, liquid investments, and other financial instruments that are acquired for investment purposes and that have a value that may be readily established, including any such Investment that may be readily sold or otherwise liquidated in any mutual fund for which the US Guarantor or one of its Subsidiaries serves as investment manager or adviserCash Equivalents; (b) Investments received in connection with existing on the settlement of past due accountsRestatement Effective Date and listed on Schedule 10.3; (c) Guarantees otherwise constituting permitted Funded DebtInvestments consisting of loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $1,500,000 in the aggregate at any time outstanding; (d) So Investments by any of the Borrowers or any of their Restricted Subsidiaries consisting of rights of reimbursement, contribution, subrogation and the like in connection with the joint and several obligations of such Restricted Subsidiaries under the Loan Documents; (e) Investments of any Loan Party in any Non-Guarantor Subsidiary; provided that all such Investments pursuant to this §10.3(e) at the time made do not exceed the greater of (x) $150,000,000 in the aggregate and (y) an unlimited amount so long as (i) the Total Leverage Ratio on a pro forma basis calculated as of the end of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to §9.4(a) or 9.4(b) hereof after giving effect to such Investments and any borrowings incurred to make such Investments is less than 3.00 to 1.00 and (ii) no Event of Default shall have occurred and be continuing at the time such Investment is made or would result therefrom; (f) Investments made in connection with a Permitted Acquisition; (g) Investments made pursuant to the RailInvest Acquisition Agreement; (h) Investments made by (A) any Loan Party in any other Loan Party, (B) any non-Loan Party in any Loan Party or (C) any non-Loan Party in any other non-Loan Party, in each case to effect the Corporate Restructuring; (i) other Investments by the Borrowers and their Restricted Subsidiaries, provided that (A) the aggregate amount of such Investments at the time made shall not exceed (i) to the extent the pro forma Total Leverage Ratio exceeds 2.50 to 1.00, 5% of Consolidated Total Assets calculated as of the end of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to §9.4(a) or 9.4(b) hereof after giving effect to such Investments, and (ii) to the extent the pro forma Total Leverage Ratio is less than or equal to 2.50 to 1.00, 10% of Consolidated Total Assets calculated as of the end of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to §9.4(a) or 9.4(b) hereof after giving effect to such Investments and (B) no Event of Default shall have occurred and be continuing at the time such Investment is made or would result therefrom; (j) Investments by the members of the Australian Consolidated Group in other members of the Australian Consolidated Group in respect of obligations under the Australian Tax Sharing Agreement; (k) Investments made by (A) any U.S. Loan Party in any other U.S. Loan Party, (B) any Foreign Loan Party in any other Foreign Loan Party, (C) any non-Loan Party in any Loan Party; or (D) any non-Loan Party in any other non-Loan Party; provided that to the extent any Investments made pursuant to clause (C) are intercompany loans, such Investments shall be subordinated to the Obligations such that no payments or demands in respect of such Investments shall be made to the extent an Event of Default exists or would be caused thereby, Investments in funds or other vehicles managed by the US Guarantor or one of its affiliates in the ordinary courseresult therefrom; (el) Investments in the form of a guaranty by GWI of GWA (North)’s obligations under the Broker-Dealer Subsidiaries consisting of purchases, borrowings and other acquisitions of securities and other financial instruments in connection with the Securities Trading Activities of the Broker Dealer Subsidiaries; (f) Investments existing on the Closing Date and set forth on Schedule 7.4Australian Acquisition BSA; provided that GWI’s liability under such guaranty shall be limited to an aggregate amount not to exceed $200,000,000; and (gm) Other Investments, so long as no Default exists or would be caused thereby and Investments in respect of Hedging Agreements entered into in the US Guarantor would be, on a pro forma basis, in compliance with the financial covenants set forth in Section 8 hereof; provided, however, that with respect to any acquisition of all or substantially all of the Equity Securities or assets of a Person, such acquisition shall relate solely to Equity Securities in another Person engaged primarily in, or assets of another Person used primarily for, the same line ordinary course of business as the Borrower and its Subsidiaries or a line of business reasonably related theretonot for speculative purposes.

Restrictions on Investments. The US Guarantor Each Borrower will not, and will not cause, permit, or suffer any of permit its Consolidated Restricted Subsidiaries to, make or permit to exist or to remain outstanding any Investment exceptexcept the Borrowers and their Restricted Subsidiaries may make or permit to exist or to remain outstanding: (a) Investments in marketable securities, liquid investments, and other financial instruments that are acquired for investment purposes and that have a value that may be readily established, including any such Investment that may be readily sold or otherwise liquidated in any mutual fund for which the US Guarantor or one of its Subsidiaries serves as investment manager or adviserCash Equivalents; (b) Investments received in connection with existing on the settlement of past due accountsRestatement Effective Date and listed on Schedule 10.3; (c) Guarantees otherwise constituting permitted Funded DebtInvestments consisting of loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $1,500,000 in the aggregate at any time outstanding; (d) So Investments by any of the Borrowers or any of their Restricted Subsidiaries consisting of rights of reimbursement, contribution, subrogation and the like in connection with the joint and several obligations of such Restricted Subsidiaries under the Loan Documents; (e) Investments of any Loan Party in any Non-Guarantor Subsidiary; provided that all such Investments pursuant to this §10.3(e) at the time made do not exceed the greater of (x) $225,000,000 in the aggregate and (y) an unlimited amount so long as (i) the Total Leverage Ratio on a pro forma basis calculated as of the end of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to §9.4(a) or 9.4(b) hereof after giving effect to such Investments and any borrowings incurred to make such Investments is less than 3.50 to 1.00 and (ii) no Event of Default shall have occurred and be continuing at the time such Investment is made or would result therefrom; (f) Investments made in connection with a Permitted Acquisition; (g) Investments made by (A) any Loan Party in any other Loan Party, (B) any non-Loan Party in any Loan Party or (C) any non-Loan Party in any other non-Loan Party, in each case to effect the Corporate Restructuring; (h) other Investments by the Borrowers and their Restricted Subsidiaries, provided that (A) the aggregate amount of such Investments at the time made shall not exceed (i) to the extent the pro forma Total Leverage Ratio exceeds 2.50 to 1.00, 5% of Consolidated Total Assets calculated as of the end of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to §9.4(a) or 9.4(b) hereof after giving effect to such Investments, and (ii) to the extent the pro forma Total Leverage Ratio is less than or equal to 2.50 to 1.00, an unlimited amount and (B) no Event of Default shall have occurred and be continuing at the time such Investment is made or would result therefrom; (i) Investments in the form of a guaranty (or joint and several undertaking) by any Loan Party of the type described in Section 10.1(o); (j) Investments made by (A) any U.S. Loan Party in any other U.S. Loan Party, (B) any Foreign Loan Party in any other Foreign Loan Party, (C) any non-Loan Party in any Loan Party; or (D) any non-Loan Party in any other non-Loan Party; provided that to the extent any Investments made pursuant to clause (C) are intercompany loans, such Investments shall be subordinated to the Obligations such that no payments or demands in respect of such Investments shall be made to the extent an Event of Default exists or would be caused thereby, result therefrom; (k) [Reserved]; (l) Investments in funds or other vehicles managed by the US Guarantor or one respect of its affiliates Hedging Agreements entered into in the ordinary course; (e) Investments by the Broker-Dealer Subsidiaries consisting course of purchases, borrowings business and other acquisitions of securities and other financial instruments in connection with the Securities Trading Activities of the Broker Dealer Subsidiaries; (f) Investments existing on the Closing Date and set forth on Schedule 7.4not for speculative purposes; and (gm) Other Investments, so long as no Default exists or would be caused thereby and the US Guarantor would be, on a pro forma basis, in compliance with the financial covenants set forth in Section 8 hereof; provided, however, that with respect to any acquisition of all or substantially all of the Equity Securities or assets of a Person, such acquisition shall relate solely to Equity Securities in another Person engaged primarily in, or assets of another Person used primarily for, the same line of business as the Borrower and its Subsidiaries or a line of business reasonably related theretoAus Intercompany Loan.

Restrictions on Investments. The US Guarantor Each Borrower will not, and will not cause, permit, or suffer any of permit its Consolidated Restricted Subsidiaries to, make or permit to exist or to remain outstanding any Investment exceptexcept the Borrowers and their Restricted Subsidiaries may make or permit to exist or to remain outstanding: (a) Investments in marketable securities, liquid investments, and other financial instruments that are acquired for investment purposes and that have a value that may be readily established, including any such Investment that may be readily sold or otherwise liquidated in any mutual fund for which the US Guarantor or one of its Subsidiaries serves as investment manager or adviserCash Equivalents; (b) Investments received in connection with the settlement of past due accounts; (c) Guarantees otherwise constituting permitted Funded Debt; (d) So long as no Event of Default exists or would be caused thereby, Investments in funds or other vehicles managed by the US Guarantor or one of its affiliates in the ordinary course; (e) Investments by the Broker-Dealer Subsidiaries consisting of purchases, borrowings and other acquisitions of securities and other financial instruments in connection with the Securities Trading Activities of the Broker Dealer Subsidiaries; (f) Investments existing on the Closing Date and set forth listed on Schedule 7.410.3 hereto; (c) 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 $750,000 in the aggregate at any time outstanding; (d) Investments by any of the Borrowers or any of their Restricted Subsidiaries consisting of rights of reimbursement, contribution, subrogation and the like in connection with the joint and several obligations of such Restricted Subsidiaries under the Loan Documents; (e) Investments of any Loan Party in any Non-Guarantor Subsidiary; provided, that, all such Investments do not exceed $30,000,000 in the aggregate at any time outstanding; (f) Investments made in connection with a Permitted Acquisition; (g) [intentionally omitted]; (h) Investments made by (A) any Loan Party in any other Loan Party, (B) any non-Loan Party in any Loan Party or (C) any non-Loan Party in any other non-Loan Party, in each case to effect the Corporate Restructuring; (i) other Investments by the Borrowers and their Restricted Subsidiaries, provided that (A) the aggregate amount of such Investments, together with, without duplication, any Indebtedness from any Foreign Loan Party to any U.S. Loan Party permitted under §10.1(h), shall not exceed the sum of (i) 10% of the Consolidated Total Tangible Assets of GWI and its Subsidiaries plus (ii) the Available Amount Not Otherwise Applied and (B) no Default or Event of Default shall have occurred and be continuing at the time such Investment is made or would result therefrom; provided, further, that to the extent (1) the Funded Debt to EBITDAR Ratio on a pro forma basis calculated as of the end of the most recently ended fiscal quarter after giving effect to such Investment is greater than or equal to 2.25 to 1 and (2) such Investment is in connection with the acquisition of all or any portion of the stock or assets of any person or line of business, the aggregate amount of such Investment shall not exceed $125,000,000 (or $200,000,000, if the Funded Debt to EBITDAR Ratio on a pro forma basis calculated as of the end of the most recently ended fiscal quarter after giving effect to such Investment is less than 3.00 to 1 but greater than or equal to 2.25 to 1); (j) Investments by the members of the Australian Consolidated Group in other members of the Australian Consolidated Group in respect of obligations under the Australian Tax Sharing Agreement; (k) Investments made by (A) any U.S. Loan Party in any other U.S. Loan Party, (B) any Foreign Loan Party in any other Foreign Loan Party, (C) any non-Loan Party in any Loan Party; or (D) any non-Loan Party in any other non-Loan Party; provided that to the extent any Investments made pursuant to clause (C) are intercompany loans, such Investments shall be subordinated to the Obligations such that no payments or demands in respect of such Investments shall be made to the extent an Event of Default exists or would result therefrom; and (gl) Other Investments, so long as no Default exists or would be caused thereby and Investments in the US Guarantor would be, on a pro forma basis, in compliance with the financial covenants set forth in Section 8 hereof; provided, however, that with respect to any acquisition of all or substantially all of the Equity Securities or assets form of a Person, guaranty by GWI of GWA (North)’s obligations under the Australian Acquisition BSA; provided that GWI’s liability under such acquisition guaranty shall relate solely be limited to Equity Securities in another Person engaged primarily in, or assets of another Person used primarily for, the same line of business as the Borrower and its Subsidiaries or a line of business reasonably related theretoan aggregate amount not to exceed $200,000,000.

Restrictions on Investments. The US Guarantor will Company shall not, and will not cause, permit, or suffer nor shall it permit any of its Consolidated Subsidiaries Subsidiary to, make or permit to exist or to remain outstanding any Investment except:Investments other than: Waste Connections, Inc. Note Purchase Agreement (a) ordinary course Investments in marketable securities, liquid investments, and other financial instruments that are acquired for investment purposes and that have a value that may be readily established, including made by the Company or any such Investment that may be readily sold or otherwise liquidated in any mutual fund for which the US Guarantor or one of its Subsidiaries serves as investment manager or adviserfrom time to time in cash and cash equivalents; (b) subject to Sections 10.1(d), 10.3(d)(solely in respect of the proviso thereof) and 10.4.3, Investments received in connection with the settlement Company or any of past due accountsits Subsidiaries; (c) Guarantees otherwise constituting Investments consisting of guarantees by the Company or any of its Subsidiaries of any Indebtedness permitted Funded Debt;pursuant to Section 10.1; and (d) So long as no Event of Default exists or would be caused thereby, other Investments in funds or other vehicles managed by the US Guarantor or one of its affiliates in the ordinary course; (e) Investments by the Broker-Dealer Subsidiaries consisting of purchases, borrowings and other acquisitions of securities and other financial instruments in connection with the Securities Trading Activities of the Broker Dealer Subsidiaries; (f) Investments existing on the Closing Date and set forth on Schedule 7.4; and (g) Other Investments, so long as no Default exists or would be caused thereby (i) the Company and the US Guarantor would be, on a pro forma basis, its Subsidiaries are in compliance with each of the financial covenants set forth in Sections 10.13 and 10.14 hereof, determined on a pro forma basis (using Consolidated EBITDA of the Consolidated Group as of the last day of the applicable Pro Forma Reference Period (but including any 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 such Investment, no Default or Event of Default has occurred and is continuing or would result therefrom, and (iii) to the extent such proposed Investment constitutes a transaction described in Section 8 hereof10.4.1, the Company and its Subsidiaries comply with the additional requirements set forth in such Section 10.4.1; provided, however, that with respect to any acquisition the aggregate amount of all or substantially all Investments in non-Wholly-Owned Subsidiaries of the Equity Securities or Company shall not exceed 10% of consolidated total assets of a Person, such acquisition shall relate solely to Equity Securities in another Person engaged primarily in, or assets of another Person used primarily for, the same line of business as the Borrower Company and its Subsidiaries or (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 line combined basis terms in the Audited Financial Statements); provided, further, that the aggregate amount of all Investments of any type of business reasonably other than the businesses conducted by the Company or its Subsidiaries on the date of the Closing and in related theretobusinesses shall not exceed $200,000,000 (or its equivalent in the relevant currency) at any time outstanding.

Restrictions on Investments. The US Guarantor Each Borrower will not, and will not cause, permit, or suffer any of permit its Consolidated Restricted Subsidiaries to, make or permit to exist or to remain outstanding any Investment exceptexcept the Borrowers and their Restricted Subsidiaries may make or permit to exist or to remain outstanding: (a) Investments in marketable securities, liquid investments, and other financial instruments that are acquired for investment purposes and that have a value that may be readily established, including any such Investment that may be readily sold or otherwise liquidated in any mutual fund for which the US Guarantor or one of its Subsidiaries serves as investment manager or adviserCash Equivalents; (b) Investments received in connection with the settlement of past due accounts; (c) Guarantees otherwise constituting permitted Funded Debt; (d) So long as no Event of Default exists or would be caused thereby, Investments in funds or other vehicles managed by the US Guarantor or one of its affiliates in the ordinary course; (e) Investments by the Broker-Dealer Subsidiaries consisting of purchases, borrowings and other acquisitions of securities and other financial instruments in connection with the Securities Trading Activities of the Broker Dealer Subsidiaries; (f) Investments existing on the Closing Date and set forth listed on Schedule 7.410.3; (c) 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 $1,500,000 in the aggregate at any time outstanding; (d) Investments by any of the Borrowers or any of their Restricted Subsidiaries consisting of rights of reimbursement, contribution, subrogation and the like in connection with the joint and several obligations of such Restricted Subsidiaries under the Loan Documents; (e) Investments of any Loan Party in any Non-Guarantor Subsidiary; provided that all such Investments do not exceed $75,000,000 in the aggregate at any time outstanding; (f) Investments made in connection with a Permitted Acquisition; (g) [intentionally omitted]; (h) Investments made by (A) any Loan Party in any other Loan Party, (B) any non-Loan Party in any Loan Party or (C) any non-Loan Party in any other non-Loan Party, in each case to effect the Corporate Restructuring; (i) other Investments by the Borrowers and their Restricted Subsidiaries, provided that (A) the aggregate amount of such Investments, together with, without duplication, any Indebtedness of any Foreign Loan Party to any U.S. Loan Party permitted under §10.1(h), shall not exceed the sum of (i) 10% of the Consolidated Total Tangible Assets plus (ii) the Available Amount Not Otherwise Applied and (B) no Default or Event of Default shall have occurred and be continuing at the time such Investment is made or would result therefrom; provided that to the extent (1) the Total Leverage Ratio on a pro forma basis calculated as of the end of the most recently ended fiscal quarter after giving effect to such Investment is greater than or equal to 2.25 to 1.00 and (2) such Investment is in connection with the acquisition of all or any portion of the stock or assets of any person or line of business, the aggregate amount of all such Investments permitted under this §10.3(i) shall not exceed: (A) to the extent the pro forma Total Leverage Ratio exceeds 3.50 to 1.00, $200,000,000, and (B) to the extent the pro forma Total Leverage Ratio equals or exceeds 2.25 to 1.00 but is less than or equal to 3.50 to 1.00, $350,000,000; (j) Investments by the members of the Australian Consolidated Group in other members of the Australian Consolidated Group in respect of obligations under the Australian Tax Sharing Agreement; (k) Investments made by (A) any U.S. Loan Party in any other U.S. Loan Party, (B) any Foreign Loan Party in any other Foreign Loan Party, (C) any non-Loan Party in any Loan Party; or (D) any non-Loan Party in any other non-Loan Party; provided that to the extent any Investments made pursuant to clause (C) are intercompany loans, such Investments shall be subordinated to the Obligations such that no payments or demands in respect of such Investments shall be made to the extent an Event of Default exists or would result therefrom; (l) Investments in the form of a guaranty by GWI of GWA (North)’s obligations under the Australian Acquisition BSA; provided that GWI’s liability under such guaranty shall be limited to an aggregate amount not to exceed $200,000,000; and (gm) Other Investments, so long as no Default exists or would be caused thereby and Investments in respect of Hedging Agreements entered into in the US Guarantor would be, on a pro forma basis, in compliance with the financial covenants set forth in Section 8 hereof; provided, however, that with respect to any acquisition of all or substantially all of the Equity Securities or assets of a Person, such acquisition shall relate solely to Equity Securities in another Person engaged primarily in, or assets of another Person used primarily for, the same line ordinary course of business as the Borrower and its Subsidiaries or a line of business reasonably related theretonot for speculative purposes.

Restrictions on Investments. The US Guarantor Each Borrower will not, and will not cause, permit, or suffer any of permit its Consolidated Restricted Subsidiaries to, make or permit to exist or to remain outstanding any Investment exceptexcept the Borrowers and their Restricted Subsidiaries may make or permit to exist or to remain outstanding: (a) Investments in marketable securities, liquid investments, and other financial instruments that are acquired for investment purposes and that have a value that may be readily established, including any such Investment that may be readily sold or otherwise liquidated in any mutual fund for which the US Guarantor or one of its Subsidiaries serves as investment manager or adviserCash Equivalents; (b) Investments received in connection with the settlement of past due accounts; (c) Guarantees otherwise constituting permitted Funded Debt; (d) So long as no Event of Default exists or would be caused thereby, Investments in funds or other vehicles managed by the US Guarantor or one of its affiliates in the ordinary course; (e) Investments by the Broker-Dealer Subsidiaries consisting of purchases, borrowings and other acquisitions of securities and other financial instruments in connection with the Securities Trading Activities of the Broker Dealer Subsidiaries; (f) Investments existing on the Closing Date and set forth listed on Schedule 7.410.3 hereto; (c) 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 $750,000 in the aggregate at any time outstanding; (d) Investments by any of the Borrowers or any of their Restricted Subsidiaries consisting of rights of reimbursement, contribution, subrogation and the like in connection with the joint and several obligations of such Restricted Subsidiaries under the Loan Documents; (e) Investments of any Loan Party in any Non-Guarantor Subsidiary; andprovided, that, all such Investments do not exceed $20,000,000 in the aggregate at any time outstanding; (f) Investments made in connection with a Permitted Acquisition or subject to §10.5.2(d), the Planned Acquisition; (g) Other Investments, so long as no Default exists or Event of Default shall have occurred and be continuing, and so long as none would be caused thereby and result after giving effect thereto, GWI may make other Investments in any other Loan Party if the US Guarantor would be, Funded Debt to EBITDAR Ratio on a pro forma basisbasis calculated as of the end of the most recently ended fiscal quarter after giving effect to such Investment is less than 3.00 to 1; provided that if such Funded Debt to EBITDAR Ratio is less than 3.00 to 1 but greater than 2.25 to 1, the aggregate amount of such Investments shall not exceed an amount equal to the sum of (i) $50,000,000, (ii) fifty percent (50%) of positive Consolidated Net Income, calculated on a cumulative basis for each fiscal quarter ending subsequent to January 1, 2008, and (iii) 100% of the net cash proceeds of any issuance of equity securities of GWI after the Closing Date minus (iv) the aggregate amount of any Restricted Payments made pursuant to §10.4(c); (h) Investments made by (A) any Loan Party in any other Loan Party, (B) any non-Loan Party in any Loan Party or (C) any non-Loan Party in any other non-Loan Party, in compliance with each case to effect the financial covenants set forth in Section 8 hereofCorporate Restructuring; providedand (i) other Investments by the Borrowers and their Restricted Subsidiaries, howeverprovided that (A) the aggregate amount of such Investments, that with respect together with, without duplication, any Indebtedness from any Foreign Loan Party to any acquisition U.S. Loan Party permitted under §10.1(h), does not exceed $125,000,000 at any time outstanding and (B) no Default or Event of all Default shall have occurred and be continuing at the time such Investment is made or substantially all of the Equity Securities or assets of a Person, such acquisition shall relate solely to Equity Securities in another Person engaged primarily in, or assets of another Person used primarily for, the same line of business as the Borrower and its Subsidiaries or a line of business reasonably related theretowould result therefrom.

Restrictions on Investments. The US Guarantor Parent and each of the Borrowers will not, and the Parent will not cause, permit, or suffer permit any of its Consolidated other Subsidiaries to, make or permit to exist or to remain outstanding any Investment except: (a) Investments in marketable securitiesdirect or guaranteed obligations of the United States of America, liquid investments, the Netherlands or Norway that mature within one (1) year from the date of purchase by such Person and other financial instruments that are acquired for investment purposes and that have a value that may be readily established, including any such Investment that may be readily sold or otherwise liquidated in any mutual fund for which repurchase agreements relating to the US Guarantor or one of its Subsidiaries serves as investment manager or adviserforegoing; (b) Investments received in connection with demand deposits, certificates of deposit, bankers acceptances and time deposits of commercial banks organized under the settlement laws of past due accountsany country which is a member of the Organization for Economic Cooperation and Development (the "OECD") (having total assets in excess of $1,000,000,000); (c) Guarantees otherwise constituting permitted Funded DebtInvestments in 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 Service, Inc. and not less than "A 1" if rated by Standard and Poor's Ratings Group or similar Dutch or Norwegian securities; (d) So long as no Event of Default exists or would be caused thereby, Investments in funds or other vehicles managed by existing on the US Guarantor or one of its affiliates in Closing Date and listed on SCHEDULE 9.3 attached hereto (acceptable to the ordinary courseAdministrative Agent and the Banks); (e) Investments by the Broker-Dealer Subsidiaries consisting of purchases, borrowings and other acquisitions of securities and other financial instruments Parent or a Borrower in connection with the Securities Trading Activities of the Broker Dealer Subsidiariesa Borrower; (f) Investments (directly or indirectly) by the Parent or the Borrowers in a non-Guarantor Subsidiary or joint ventures; PROVIDED that (i) the aggregate amount of such Investments made during any one fiscal year shall not exceed $500,000 and (ii) no Default or Event of Default exists or would result therefrom; PROVIDED, FURTHER, that the aggregate amount of Investments existing on as of the Closing Balance Sheet Date and set forth on Schedule 7.4in Subsidiaries of the Parent shall be permitted hereunder. (g) Investments in acquisitions permitted pursuant to SECTION 9.5.1. hereof; and (gh) Other InvestmentsInvestments by the Borrowers in the Parent in an aggregate amount not to exceed in any one fiscal year of the Borrowers the sum of (i) the scheduled payments of principal and interest under the Senior Notes for such fiscal year PLUS (ii) the Borrowers' allocable share of income taxes, so long as no Default exists or would be caused thereby franchise taxes, professional fees and the US Guarantor would beother operating expenses for such year (it being understood that, on a pro forma basis, in compliance with the financial covenants set forth in Section 8 hereof; provided, however, that with respect to any acquisition the amount of all or substantially all each Borrower's allocable share of income taxes, such amount shall not exceed the amount of income taxes for which such Borrower would have been liable had the accounts of such Borrower not been consolidated with the accounts of the Equity Securities Parent) MINUS (iii) the aggregate amount of Distributions made pursuant to SECTION 9.4 hereof during such fiscal year; PROVIDED that no Investment (other than Investments the proceeds of which are used to pay taxes) shall be made if, after giving effect to such Investment or assets such payment of principal or interest under the Senior Notes, a Person, such acquisition Default or Event of Default shall relate solely to Equity Securities in another Person engaged primarily in, or assets of another Person used primarily for, the same line of business as the Borrower have occurred and its Subsidiaries or a line of business reasonably related theretobe continuing.

Restrictions on Investments. The US Guarantor Borrower will not, and will not cause, permit, or suffer any of its Consolidated Subsidiaries to, make or permit to exist or to remain outstanding any Investment except: (a) Investments in marketable securities, liquid investments, and other financial instruments that are acquired for investment purposes and that have a value that may be readily established, including any such Investment that may be readily sold or otherwise liquidated in any mutual fund for which the US Guarantor Borrower or one of its Subsidiaries serves as investment manager or adviser; (b) Investments received consisting of seed money contributions to open-end and closed-end investment companies for which the Borrower or one of its Subsidiaries serves as investment manager or adviser, provided in connection with each case the settlement amount of past due accountssuch Investment will not exceed the minimum seed money contribution required by the 1940 Act or other applicable law, regulation, or custom (provided that when seed money contributions are made pursuant to "custom", in no event shall the amount contributed to any single investment company exceed $3,000,000); (c) Guarantees otherwise constituting permitted Funded Debt; (d) So long as no Event of Default exists or would be caused thereby, Investments in funds or other vehicles managed by the US Guarantor or one of its affiliates in the ordinary course; (e) Investments by the Broker-Dealer Subsidiaries consisting of purchases, borrowings and other acquisitions of securities and other financial instruments in connection with the Securities Trading Activities of the Broker Dealer Subsidiaries; (f) Investments existing on the Closing Date and set forth on Schedule 7.48.6; (d) Investments made by the Borrower or any Restricted Subsidiary in the Borrower or any Restricted Subsidiary; (e) Investments made after the Closing Date in Consolidated Subsidiaries that act as general partner of one or more partnerships in an aggregate amount not to exceed $20,000,000 at any point in time; (f) Investments consisting of inter-company advances made in the ordinary course of business by the Borrower or any Subsidiary to any Consolidated Subsidiary, provided each such advance is settled within ninety-two (92) days after it is made (for purposes of this provision, settlement shall mean repayment of an advance in full in cash and without renewal of such advance, and without a substitute advance from the Borrower or another Subsidiary, for at least twenty-four (24) hours after such cash payment); and (g) Other Investments, so long as no Default exists or would be caused thereby and the US Guarantor would be, on a pro forma basis, Investments (in compliance with the financial covenants set forth addition to those specified in Section 8 hereof; provided, however, that with respect to any acquisition of all or substantially all of the Equity Securities or assets of a Person, such acquisition shall relate solely to Equity Securities clauses (a) through (f) above) in another Person engaged primarily in, or assets of another Person used primarily for, the same line of business as an aggregate amount for the Borrower and all of its Subsidiaries taken together not in excess of $150,000,000 outstanding at any time. Notwithstanding any provisions to the contrary in the definition of "Investments" in Section 1.1, the Dollar amount of any Investment for purposes of clauses (e) and (g) above shall be reduced by the amount of any dividend, interest, or other return in respect of such Investment that is actually received in cash by the Borrower or a line of business reasonably related theretoRestricted Subsidiary.