Investments in Controlled Foreign Corporations; provided that, if cash or other assets are being contributed or invested in any such Controlled Foreign Corporation, and such Investment is not included in the Collateral Pool, immediately after giving effect to such Investment and any Concurrent Transaction, then # the Covered Debt Amount does not exceed the Borrowing Base and # either # the amount of any excess availability under the Borrowing Base immediately prior to such Investment is not diminished as a result of such Investment or # the Adjusted Gross Borrowing Base immediately after giving effect to such Investment is at least 110% of the Covered Debt Amount;

Investments in Immaterial Subsidiaries; provided that, if cash or other assets are being contributed or invested in any such Immaterial Subsidiary, and such Investment is not included in the Collateral Pool, immediately after giving effect to such Investment and any Concurrent Transaction, then # the Covered Debt Amount does not exceed the Borrowing Base and # either # the amount of any excess availability under the Borrowing Base immediately prior to such Investment is not diminished as a result of such Investment or # the Adjusted Gross Borrowing Base immediately after giving effect to such Investment is at least 110% of the Covered Debt Amount;