Common use of Investments, Acquisitions, Loans and Advances Clause in Contracts

Investments, Acquisitions, Loans and Advances. The Borrower shall not, nor shall it permit any Subsidiary to (i) directly or indirectly, make, retain or have outstanding any investments (whether through the purchase of stock or obligations or otherwise) in any Person, real property or improvements on real property, or any loans, advances, lines of credit, mortgage loans or other financings (including pursuant to sale/leaseback transactions) to any other Person, or (ii) acquire any real property, improvements on real property or all or any substantial part of the assets or business of any other Person or division thereof; provided, however, that the foregoing shall not apply to nor operate to prevent, with respect to the Borrower or any Subsidiary, any of the following: (a) investment in Cash Equivalents; (b) investments existing or contemplated on the date hereof and listed on Schedule 8.8 hereto; (c) investments in derivatives and hxxxxx made in the ordinary course of the such Person’s business in connection with managing risk for which the Borrower, any Guarantor or any Subsidiary has actual exposure (and not for speculative purposes) including, without limitation, Hedging Agreements; (d) investments in Permitted Acquisitions; (e) investments by the Borrower in one or more Guarantors or by a Guarantor in the Borrower or one or more other Guarantors; (f) investments in Mortgage Receivables not to exceed $5,000,000 in the aggregate; (g) investments in marketable securities available for sale; or (h) any other investments otherwise approved by the Required Lenders. In determining the amount of investments, acquisitions, loans, and advances permitted under this Section, investments and acquisitions shall always be taken at the book value (as defined in GAAP) thereof, and loans and advances shall be taken at the principal amount thereof then remaining unpaid.

Investments, Acquisitions, Loans and Advances. The Borrower shall not, nor shall it permit any Subsidiary to (i) of its Restricted Subsidiaries to, directly or indirectly, make, retain or have outstanding any investments (whether through the purchase of stock or obligations or otherwise) in any Person, real property or improvements on real propertyin, or any loans, advances, lines of credit, mortgage loans or advances to (other financings (including pursuant than for travel advances and other similar cash advances made to sale/leaseback transactions) to employees in the ordinary course of business and other than accounts receivable arising in the ordinary course of business), any other Person, or (ii) acquire make any real propertyAcquisition, improvements on real property or all or including any substantial part of the assets or business foregoing by way of any other Person or division thereofdivision; provided, however, that the foregoing shall not apply to nor operate to prevent, with respect to the Borrower or any Subsidiary, any of the following: (a) investment investments in cash and Cash Equivalents; (b) existing investments existing or contemplated in their respective Subsidiaries outstanding on the date hereof and listed on Schedule 8.8 heretoClosing Date; (c) investments in derivatives (i) intercompany loans and hxxxxx advances made in the ordinary course of the such Person’s business in connection with managing risk for which the Borrowerby one Loan Party to another Loan Party, any Guarantor or any and (ii) intercompany loans and advances made by one Excluded Subsidiary has actual exposure (and not for speculative purposes) including, without limitation, Hedging Agreementsto another Excluded Subsidiary; (d) investments in constituting Permitted AcquisitionsIntercompany Transfers; (e) investments by the Borrower in one or more Guarantors or by a Guarantor in the Borrower or one or more other Guarantors[reserved]; (f) investments by any Loan Party and its Restricted Subsidiaries in Mortgage Receivables not to exceed $5,000,000 connection with interest rate, foreign currency, and commodity Hedging Agreements entered into with financial institutions in connection with bona fide hedging activities in the aggregateordinary course of business and not for speculative purposes; (g) investments promissory notes and other non-cash consideration received in marketable securities available for sale; orconnection with Dispositions permitted by Section 8.10; (h) investments (including debt obligations and equity interests) 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 and upon foreclosure with respect to any secured investment or other investments otherwise approved transfer of title with respect to any secured investment; (i) Permitted Acquisitions; (j) Guarantees constituting Indebtedness permitted by Section 8.07; (k) bank deposits and securities accounts in the ordinary course of business; (l) non-cash consideration received, to the extent permitted by the Required LendersLoan Documents, in connection with the Disposition of Property permitted by this Agreement; (m) investments existing on the date hereof listed on Schedule 8.9; (n) other investments, acquisitions, loans, and advances in addition to those otherwise permitted by this Section 8.09 in an amount not to exceed the greater of (x) $62,500,000 and (y) 25% of Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the most recently ended Test Period, in the aggregate at any one time outstanding; (o) investments the payment for which consists of equity interests in the Borrower (exclusive of disqualified stock), or with the proceeds received from the substantially concurrent issue of new equity interests in the Borrower (other than disqualified stock), so long as a Change of Control is not triggered; (p) to the extent constituting an investment, transactions otherwise permitted by Sections 8.07, 8.08 and 8.12; and (q) other investments, in an unlimited amount, so long as (i) no Event of Default has occurred and is continuing at the time of, or would result from, such investments, and (ii) the Borrower is in compliance on a Pro Forma Basis with the covenant set forth in Section 8.24 at the time of making such investments; (r) investments in Subsidiaries that are not Loan Parties in an amount not to exceed the greater of, when taken together with Section 8.09(t), (x) $50,000,000 and (y) 20% of Adjusted EBITDA for the most recently ended Test Period, in the aggregate at any one time outstanding; (s) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof in connection with the settlement of delinquent accounts in the ordinary course of business or from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (t) investments in Unrestricted Subsidiaries, joint ventures and other minority investments not to exceed the greater of, when taken together with Section 8.09(r), (x) $50,000,000 and (y) 20% of Adjusted EBITDA for the most recently ended Test Period, in the aggregate at any one time outstanding; (u) investments in securities of trade creditors or customers that are received (i) in settlement of bona fide disputes or delinquent obligations or (ii) pursuant to any plan of reorganization or liquidation or similar arrangement upon the bankruptcy, insolvency or other restructuring of such trade creditors or customers; (v) investments to the extent arising solely from a subsequent increase in the value (excluding any value for which any additional consideration of any kind whatsoever has been paid or otherwise transferred, directly or indirectly, by, or on behalf of any Loan Party or any Restricted Subsidiary) of an investment otherwise permitted hereunder and made prior to such subsequent increase in value; (w) loans and advances to directors, employees and officers of Borrower and its Restricted Subsidiaries for bona fide business purposes (including travel and relocation); provided that (i) any investment that when made complies with the requirements of the definition of the term “Cash Equivalent” may continue to be held notwithstanding that such investment if made thereafter would not comply with such requirements and (ii) any investment that is denominated in a currency other than U.S. Dollars and that was permitted at the time of investment by this covenant shall not violate this covenant thereafter due to any fluctuation in currency values. In determining the amount of investments, acquisitions, loans, and advances permitted under this Section, investments and acquisitions shall always be taken at the book value original cost thereof (as defined in GAAP) thereofregardless of any subsequent appreciation or depreciation therein), and loans and advances shall be taken at the principal amount thereof then remaining unpaid; and (x) to the extent constituting investments, advances in respect of transfer pricing, cost-sharing arrangements (i.e., “cost-plus” arrangements) and associated “true-up” payments that are (i) in the ordinary course of business and consistent with the historical practices of Holdings, the Borrower and any Restricted Subsidiary and (ii) funded not more than 120 days in advance of the applicable transfer pricing and cost-sharing payment.

Investments, Acquisitions, Loans and Advances. The Borrower shall not, nor shall it permit any Subsidiary to (i) to, directly or indirectly, make, retain or have outstanding any investments (whether through the purchase of stock or obligations or otherwise) in any Person, real property or improvements on real propertyin, or any loans, advances, lines of credit, mortgage loans or other financings (including pursuant to sale/leaseback transactions) advances to any other Person, or (ii) acquire any real property, improvements on real property or all or any substantial part of the assets or business of any other Person or division thereof; provided, however, that the foregoing shall not apply to nor operate to prevent, with respect to the Borrower or any Subsidiary, any of the following: (a) investment investments in Cash Equivalentsdirect obligations of the United States of America or of any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America, provided that any such obligations shall mature within one year of the date of issuance thereof; (b) investments existing or contemplated on in commercial paper rated at least P-1 by Xxxxx’x and at least A-1 by S&P maturing within one year of the date hereof and listed on Schedule 8.8 heretoof issuance thereof; (c) investments in derivatives certificates of deposit issued by any Lender or by any United States commercial bank having capital and hxxxxx made in the ordinary course surplus of the such Person’s business in connection with managing risk for not less than $100,000,000 which the Borrower, any Guarantor have a maturity of one year or any Subsidiary has actual exposure (and not for speculative purposes) including, without limitation, Hedging Agreementsless; (d) investments in Permitted Acquisitionsrepurchase obligations with a term of not more than 7 days for underlying securities of the types described in subsection (a) above entered into with any bank meeting the qualifications specified in subsection (c) above, provided all such agreements require physical delivery of the securities securing such repurchase agreement, except those delivered through the Federal Reserve Book Entry System; (e) investments in money market funds that invest solely, and which are restricted by their respective charters to invest solely, in investments of the Borrower in one or more Guarantors or by a Guarantor type described in the Borrower or one or more other Guarantorsimmediately preceding subsections (a), (b), (c), and (d) above; (f) the Borrower’s investments in Mortgage Receivables not its Subsidiaries existing on the Closing Date, and investments made from time to exceed $5,000,000 time by a Subsidiary in the aggregateone or more of its Subsidiaries; (g) investments intercompany advances made from time to time (i) by the Borrower or a Domestic Subsidiary to another Domestic Subsidiary, (ii) by the Borrower or any Domestic Subsidiary to a Foreign Subsidiary before the date of this Agreement and outstanding on the date of this Agreement, and (iii) by a Domestic Subsidiary to the Borrower or to any one or more of its Domestic Subsidiaries in marketable securities available for sale; orthe ordinary course of business to finance working capital needs; (h) any other investments otherwise approved by the Required Lenders. In determining the amount of investments, acquisitions(including investments in Joint Ventures), loans, and advances in addition to those otherwise permitted under by this Section, investments and acquisitions shall always be taken Section in an amount not to exceed $20,000,000 in the aggregate at the book value (as defined in GAAP) thereof, and loans and advances shall be taken at the principal amount thereof then remaining unpaid.any one time outstanding; and

Investments, Acquisitions, Loans and Advances. The Borrower shall not, nor shall it permit any Subsidiary to (i) to, directly or indirectly, make, retain or have outstanding any investments (whether through the purchase of stock or obligations or otherwise) in any Person, real property or improvements on real property, or any loans, advances, lines of credit, mortgage loans or other financings (including pursuant to sale/leaseback transactions) to any other Person, or (ii) acquire any real property, improvements on real property or all or any substantial part of the assets or business of any other Person or division thereof; provided, however, that the foregoing shall not apply to nor operate to prevent, with respect to the Borrower or any Subsidiary, any of the following: (a) investment investments in Cash Equivalentsdirect obligations of the United States of America or of any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America, provided that any such obligations shall mature within one year of the date of issuance thereof; (b) investments existing or contemplated on in commercial paper rated at least P-1 by Xxxxx’x and at least A-1 by S&P maturing within one year of the date hereof and listed on Schedule 8.8 heretoof issuance thereof; (c) investments in derivatives certificates of deposit issued by any Lender or by any United States commercial bank having capital and hxxxxx surplus of not less than $100,000,000 which have a maturity of one year or less; (d) investments in repurchase obligations with a term of not more than 7 days for underlying securities of the types described in subsection (a) above entered into with any bank meeting the qualifications specified in subsection (c) above, provided all such agreements require physical delivery of the securities securing such repurchase agreement, except those delivered through the Federal Reserve Book Entry System; (e) investments in money market funds that invest solely, and which are restricted by their respective charters to invest solely, in investments of the type described in the immediately preceding subsections (a), (b), (c), and (d) above; (f) the Borrower’s investments from time to time in its Subsidiaries, and investments made from time to time by a Subsidiary in one or more of its Subsidiaries; (g) intercompany advances made from time to time among the Borrower and its Subsidiaries in the ordinary course of the such Person’s business in connection with managing risk for which the Borrower, any Guarantor or any Subsidiary has actual exposure (and not for speculative purposes) including, without limitation, Hedging Agreementsto finance working capital needs; (dh) investments in Permitted Acquisitions; (ei) investments held by the Borrower in one or more Guarantors or by a Guarantor in and its Subsidiaries as of the Borrower or one or more other Guarantorsdate of this Agreement; (fj) investments in Mortgage Receivables Medical Office Buildings in an amount not to exceed $5,000,000 50,000,000 in the aggregateaggregate at any one time outstanding; (gk) investments in marketable securities available for sale; orreal properties that are not Senior Housing Assets and are not otherwise permitted under this Section 8.9 in an amount not to exceed $10,000,000 in the aggregate at any one time outstanding; (hl) investments in joint ventures in an amount not to exceed $30,000,000 in the aggregate at any other one time outstanding excluding investments otherwise approved in joint ventures existing prior to the date of this Agreement; (m) Assets Under Development in an amount not to exceed $30,000,000 in the aggregate at any one time outstanding excluding Assets Under Development existing prior to the date of this Agreement; (n) investments in Rehabilitation Assets, in an amount not to exceed $50,000,000 in the aggregate at any one time outstanding, excluding Rehabilitation Assets existing prior to the date of this Agreement; (o) investments in REMIC’s pertaining to issues for which the Borrower is both the issuer and the servicer in an amount not to exceed $10,000,000 in the aggregate at any one time outstanding excluding investments in REMIC’s of the Borrower existing prior to the date of this Agreement; (p) investments in publicly traded debt or equity instruments issued by companies engaged in the healthcare industry in an amount not to exceed $30,000,000 in addition to investments in publicly traded debt or equity instruments held by the Required LendersBorrower prior to the date of this Agreement; and (q) investments received in connection with a workout of any obligation owed to Borrower or its Subsidiaries. Investments of the type described in Sections (j), (k), (l), (m), (n), (o), (p) and (q) immediately preceding shall at no time exceed $80,000,000 in the aggregate at any one time outstanding. In determining the amount of investments, acquisitions, loans, and advances permitted under this Section, investments and acquisitions shall always be taken at the book value original cost thereof (as defined in GAAP) thereofregardless of any subsequent appreciation or depreciation therein), and loans and advances shall be taken at the principal amount thereof then remaining unpaid.

Investments, Acquisitions, Loans and Advances. The Borrower shall notNo Loan Party shall, nor shall it permit any Subsidiary to (i) of its Subsidiaries to, directly or indirectly, make, retain or have outstanding any investments (whether through the purchase of stock or obligations or otherwise) in any Person, real property or improvements on real propertyin, or any loans, advances, lines of credit, mortgage loans or advances to (other financings (including pursuant than for travel advances and other similar cash advances made to sale/leaseback transactions) to employees in the ordinary course of business), any other Person, or (ii) acquire any real property, improvements on real property or all or any substantial part of the assets or business of any other Person or division thereof; provided, however, that the foregoing shall not apply to nor operate to prevent, with respect to the Borrower or any Subsidiary, any of the following: (a) investment in Cash Equivalents; (b) the Loan Parties’ existing investments existing or contemplated in their respective Subsidiaries outstanding on the date hereof and listed on Schedule 8.8 heretoClosing Date; (c) investments in derivatives and hxxxxx intercompany advances made from time to time between the Loan Parties in the ordinary course of the such Person’s business in connection with managing risk for which the Borrower, any Guarantor or any Subsidiary has actual exposure (and not for speculative purposes) including, without limitation, Hedging Agreementsto finance their working capital needs; (d) investments promissory notes and other non‑cash consideration received in Permitted Acquisitionsconnection with dispositions permitted by Section 7.4; (e) investments by (including debt obligations and equity interests) received in connection with the Borrower bankruptcy or reorganization of suppliers and customers and in one or more Guarantors or by a Guarantor settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the Borrower ordinary course of business and upon the foreclosure with respect to any secured investment or one or more other Guarantorstransfer of title with respect to any secured investment; (f) investments in Mortgage Receivables not to exceed $5,000,000 in the aggregatePermitted Acquisitions; (g) other investments in marketable securities available for sale; orexisting on the Closing Date not otherwise permitted above and listed and identified on Schedule 7.3; (h) other investments, loans, and advances in addition to those otherwise permitted by this Section in an amount not to exceed $100,000 (or its U.S. Dollar Equivalent) in the aggregate at any other investments otherwise approved by the Required Lendersone time outstanding. In determining the amount of investments, acquisitions, loans, and advances permitted under this Section, investments and acquisitions shall always be taken at the book value original cost thereof (as defined in GAAP) thereofregardless of any subsequent appreciation or depreciation therein), and loans and advances shall be taken at the principal amount thereof then remaining unpaid.

Investments, Acquisitions, Loans and Advances. The Borrower shall notNo Loan Party shall, nor shall it permit any Subsidiary to (i) of its Domestic Subsidiaries to, directly or indirectly, make, retain or have outstanding any investments (whether through the purchase of stock or obligations or otherwise) in any Person, real property or improvements on real propertyin, or any loans, advances, lines of credit, mortgage loans or advances to (other financings (including pursuant than for travel advances and other similar cash advances made to sale/leaseback transactions) to employees in the ordinary course of business), any other Person, or (ii) acquire any real property, improvements on real property or all or any substantial part of the assets or business of any other Person or division thereof; provided, however, that the foregoing shall not apply to nor operate to prevent, with respect to the Borrower or any Subsidiary, any of the following: (a) investment in Cash Equivalents; (b) the Loan Parties’ existing investments existing or contemplated in their respective Subsidiaries outstanding on the date hereof and listed on Schedule 8.8 heretoClosing Date; (c) investments in derivatives intercompany advances (and hxxxxx the repayment of intercompany advances) made from time to time between the Loan Parties in the ordinary course of the such Person’s business in connection with managing risk for which the Borrower, any Guarantor or any Subsidiary has actual exposure (and not for speculative purposes) including, without limitation, Hedging Agreementsbusiness; (d) investments by any Loan Party and its Subsidiaries in Permitted Acquisitionsconnection with interest rate, foreign currency, and commodity Hedging Agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (e) investments promissory notes and other non-cash consideration received in connection with dispositions permitted by the Borrower in one or more Guarantors or by a Guarantor in the Borrower or one or more other GuarantorsSection 8.10; (f) investments (including debt obligations and equity interests) received in Mortgage Receivables 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 and upon the foreclosure with respect to any secured investment or other transfer of title with respect to any secured investment; (g) Permitted Acquisitions; (h) guaranties permitted by Section 8.7(m); (i) any Acquisition for which the Total Consideration in the aggregate is less than $1,000,000 in any calendar year; and (j) other investments, loans, and advances in addition to those otherwise permitted by this Section in an amount not to exceed $5,000,000 in the aggregate; (g) investments in marketable securities available for sale; or (h) aggregate at any other investments otherwise approved by the Required Lendersone time outstanding. In determining the amount of investments, acquisitions, loans, and advances permitted under this Section, investments and acquisitions shall always be taken at the book value original cost thereof (as defined in GAAP) thereofregardless of any subsequent appreciation or depreciation therein), and loans and advances shall be taken at the principal amount thereof then remaining unpaid.

Investments, Acquisitions, Loans and Advances. The Borrower shall notNo Loan Party shall, nor shall it permit any Subsidiary to (i) of its Subsidiaries to, directly or indirectly, make, retain or have outstanding any investments (whether through the purchase of stock or obligations or otherwise) in any Person, real property or improvements on real propertyin, or any loans, advances, lines of credit, mortgage loans or advances to (other financings (including pursuant than for travel advances and other similar cash advances made to sale/leaseback transactions) to employees in the ordinary course of business), any other Person, or (ii) acquire any real property, improvements on real property or all or any substantial part of the assets or business of any other Person or division thereof; provided, however, that the foregoing shall not apply to nor operate to prevent, with respect to the Borrower or any Subsidiary, any of the following: (a) investment in Cash Equivalents; (b) the Loan Parties’ existing investments existing or contemplated in their respective Subsidiaries outstanding on the date hereof Closing Date and listed on Schedule 8.8 heretoinvestments by a Loan Party after the Closing Date in any of its Subsidiaries that is a Loan Party; (c) investments in derivatives and hxxxxx intercompany advances made from time to time between the Loan Parties in the ordinary course of the such Person’s business in connection with managing risk for which the Borrower, any Guarantor or any Subsidiary has actual exposure (and not for speculative purposes) including, without limitation, Hedging Agreementsto finance their working capital needs; (d) investments originations and purchases of Contracts, including purchases of portfolios of Contracts, in Permitted Acquisitionsthe ordinary course of business consistent with the Credit and Collection Policy then in effect, provided that the total consideration for any portfolio purchase of Contracts to be included in the Borrowing Base, when taken together with the total consideration for any other portfolio purchases over the immediately preceding twelve (12) months, does not exceed $4,000,000 in the aggregate unless such portfolio purchase is consented to in writing by the Required Lenders; (e) investments by the Borrower any Loan Party and its Subsidiaries in one or more Guarantors or by a Guarantor connection with interest rate, foreign currency, and commodity Hedging Agreements entered into with financial institutions in connection with bona fide hedging activities in the Borrower or one or more other Guarantorsordinary course of business and not for speculative purposes; (f) investments (including debt obligations and equity interests) received in Mortgage Receivables 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 and upon the foreclosure with respect to any secured investment or other transfer of title with respect to any secured investment; and (g) other investments, loans, and advances in addition to those otherwise permitted by this Section in an amount not to exceed $5,000,000 in the aggregate; (g) investments in marketable securities available for sale; or (h) aggregate at any other investments otherwise approved by the Required Lendersone time outstanding. In determining the amount of investments, acquisitions, loans, and advances permitted under this Section, investments and acquisitions shall always be taken at the book value original cost thereof (as defined in GAAP) thereofregardless of any subsequent appreciation or depreciation therein), and loans and advances shall be taken at the principal amount thereof then remaining unpaid.

Investments, Acquisitions, Loans and Advances. The Borrower shall notNo Loan Party shall, nor shall it permit any Subsidiary to (i) of its Restricted Subsidiaries to, directly or indirectly, make, retain or have outstanding any investments (whether through the purchase of stock or obligations or otherwise) in any Person, real property or improvements on real propertyin, or any loans, advances, lines of credit, mortgage loans or advances to (other financings (including pursuant than for travel advances and other similar cash advances made to sale/leaseback transactions) to employees in the ordinary course of business and other than accounts receivable arising in the ordinary course of business), any other Person, or (ii) acquire make any real propertyAcquisition, improvements on real property or all or including any substantial part of the assets or business foregoing by way of any other Person or division thereofdivision; provided, however, that the foregoing shall not apply to nor operate to prevent, with respect to the Borrower or any Subsidiary, any of the following:: (a) investment investments in Cash Equivalents; (b) existing investments existing or contemplated in their respective Restricted Subsidiaries outstanding on the date hereof and listed on Schedule 8.8 heretoClosing Date; (c) investments in derivatives (i) intercompany loans and hxxxxx advances made in the ordinary course of the such Person’s business in connection with managing risk for which the Borrowerby one Loan Party to another Loan Party, any Guarantor or any and (ii) intercompany loans and advances made by one Excluded Subsidiary has actual exposure (and not for speculative purposes) including, without limitation, Hedging Agreementsto another Excluded Subsidiary; (d) investments by any Loan Party and its Restricted Subsidiaries in connection with interest rate, foreign currency, and commodity Hedging Agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (e) promissory notes and other non-cash consideration received in connection with dispositions permitted by Section 7.1; 744209099 20664705 (f) investments (including debt obligations and equity interests) 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 and upon foreclosure with respect to any secured investment or other transfer of title with respect to any secured investment; (g) Permitted Acquisitions; (eh) investments Guarantees constituting Indebtedness permitted by the Borrower in one or more Guarantors or by a Guarantor in the Borrower or one or more other GuarantorsSection 7.1; (fi) investments in Mortgage Receivables not to exceed $5,000,000 bank deposits and securities accounts in the aggregateordinary course of business; (gj) non-cash consideration received, to the extent permitted by the Loan Documents, in connection with the Disposition of Property permitted by this Agreement. (k) investments in marketable securities available for sale; orlisted on Schedule 7.3 as of the Closing Date; (hl) any so long as no Event of Default shall have occurred and be continuing or would result therefrom, other investments otherwise approved by the Required Lenders. In determining the amount of investments, acquisitions, loans, and advances in addition to those otherwise permitted by this Section in an aggregate amount at any time outstanding not exceeding the greater of (x) $25,000,000 and (y) 27.5% of Consolidated EBITDA for the most recently ended Test Period; (m) investments consisting of extensions of trade credit in the ordinary course of business or consistent with past practice; (n) investments in the ordinary course of business or consistent with past practice consisting of endorsements for collection or deposit and customary trade arrangements with customers consistent with past practices; (o) to the extent that they constitute investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses, sublicenses, subleases or leases of other assets, intellectual property, or other rights, in each case in the ordinary course of business; (p) investments in any Subsidiary or any joint venture in connection with any intercompany cash management arrangement or related activities arising in the ordinary course of business so long as any concentration account or similar aggregating arrangement is in the name of a Loan Party; (q) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent that the same are permitted to remain unfunded under applicable requirements of Law; (r) obligations with respect to Guarantees provided by Borrower or any Restricted Subsidiary in respect of leases and/or subleases (other than Capitalized Lease Obligations) or 744209099 20664705 of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (s) investments made by Borrower or any Restricted Subsidiary in any other Restricted Subsidiary in order to satisfy regulatory capital requirements with respect to FDIC deposit insurance (t) investments consisting of (i) Indebtedness expressly permitted under this SectionSection 7.1(f), investments and acquisitions shall always be taken at (ii) Dispositions expressly permitted under Section 7.4(b) or (iii) Restricted Payments expressly permitted under Section 7.6 (other than clause (vi) of the book value (as defined in GAAP) thereof, and loans and advances shall be taken at the principal amount thereof then remaining unpaid.proviso to Section 7.6); and

Investments, Acquisitions, Loans and Advances. The Borrower shall notNo Loan Party shall, nor shall it permit any Subsidiary to (i) of its Subsidiaries to, directly or indirectly, make, retain or have outstanding any investments (whether through the purchase of stock or obligations or otherwise) in any Person, real property or improvements on real propertyin, or any loans, advances, lines of credit, mortgage loans or advances to (other financings (including pursuant than for travel advances and other similar cash advances made to sale/leaseback transactions) to employees in the ordinary course of business and other than accounts receivable arising in the ordinary course of business), any other Person, or (ii) acquire make any real propertyAcquisition, improvements on real property or all or including any substantial part of the assets or business foregoing by way of any other Person or division thereofdivision; provided, however, that the foregoing shall not apply to nor operate to prevent, with respect to the Borrower or any Subsidiary, any of the following: (a) investment investments in Cash Equivalents; (b) existing investments existing or contemplated in their respective Subsidiaries outstanding on the date hereof and listed on Schedule 8.8 heretoClosing Date; (c) investments in derivatives (i) intercompany loans and hxxxxx advances made in the ordinary course of the such Person’s business in connection with managing risk for which the Borrowerby one Loan Party to another Loan Party, any Guarantor or any and (ii) intercompany loans and advances made by one Excluded Subsidiary has actual exposure (and not for speculative purposes) including, without limitation, Hedging Agreementsto another Excluded Subsidiary; (d) investments in constituting Permitted AcquisitionsIntercompany Transfers; (e) investments by in PBS, provided that any such investment shall not be permitted hereunder if such investment exceeds the Borrower in one PBS Limit and is outstanding for more than seven (7) Business Days (or, if the requirements of PBS change after the Closing Date pursuant to law, rule, regulation or more Guarantors order or by a Guarantor in pursuant to the Borrower requirements of any clearing corporation or one or more other Guarantorsbroker, such longer period as the Administrative Agent may approve from time to time); (f) investments by any Loan Party and its Subsidiaries in Mortgage Receivables not to exceed $5,000,000 connection with interest rate, foreign currency, and commodity Hedging Agreements entered into with financial institutions in connection with bona fide hedging activities in the aggregateordinary course of business and not for speculative purposes; (g) investments promissory notes and other non‑cash consideration received in marketable securities available for sale; orconnection with dispositions permitted by Section 8.10; (h) investments (including debt obligations and equity interests) 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 and upon foreclosure with respect to any secured investment or other investments otherwise approved transfer of title with respect to any secured investment; (i) Permitted Acquisitions; (j) Guarantees constituting Indebtedness permitted by Section 8.7; (k) bank deposits and securities accounts in the ordinary course of business; (l) non-cash consideration received, to the extent permitted by the Required LendersLoan Documents, in connection with the Disposition of Property permitted by this Agreement; (m) investments made by PBS in the ordinary course of business; (n) investments listed on Schedule 8.9 as of the Closing Date; (o) other investments, loans, and advances in addition to those otherwise permitted by this Section in an amount not to exceed $25,000,000 in the aggregate at any one time outstanding; and (p) investments by one or more of the Loan Parties in the following: (i) [ ] in an aggregate amount not to exceed 3,000,000; (ii) [ ]in an aggregate amount not to exceed 2,000,000, (iii) [ ]in an aggregate amount not to exceed 2,500,000, (iv) [ ] in an aggregate amount not to exceed $5,000,000, and (v) [ ] in an aggregate amount not to exceed 25,000,000; provided, that any amount of the investments in the preceding clauses (i) through (v) that are in excess of the maximum amounts set forth therein shall be allocated to the investments permitted in clause (o) above to the extent such amounts are available thereunder; provided that (i) any investment that when made complies with the requirements of the definition of the term “Cash Equivalent” may continue to be held notwithstanding that such investment if made thereafter would not comply with such requirements and (ii) any investment that is denominated in a currency other than U.S. Dollars and that was permitted at the time of investment by this covenant shall not violate this covenant thereafter due to any fluctuation in currency values. In determining the amount of investments, acquisitions, loans, and advances permitted under this Section, investments and acquisitions shall always be taken at the book value original cost thereof (as defined in GAAP) thereofregardless of any subsequent appreciation or depreciation therein), and loans and advances shall be taken at the principal amount thereof then remaining unpaid.

Investments, Acquisitions, Loans and Advances. The Borrower shall notNo Loan Party shall, nor shall it permit any Subsidiary to (i) of its Domestic Subsidiaries to, directly or indirectly, make, retain or have outstanding any investments (whether through the purchase of stock or obligations or otherwise) in any Person, real property or improvements on real propertyin, or any loans, advances, lines of credit, mortgage loans or advances to (other financings (including pursuant than for travel advances and other similar cash advances made to sale/leaseback transactions) to employees in the ordinary course of business), any other Person, or (ii) acquire any real property, improvements on real property or all or any substantial part of the assets or business of any other Person or division thereof; provided, however, that the foregoing shall not apply to nor operate to prevent, with respect to the Borrower or any Subsidiary, any of the following: (a) investment in Cash Equivalents; (b) the Loan Parties’ existing investments existing or contemplated in their respective Subsidiaries outstanding on the date hereof and listed on Schedule 8.8 heretoEffective Date; (c) investments in derivatives intercompany advances (and hxxxxx the repayment of intercompany advances) made from time to time between the Loan Parties in the ordinary course of the such Person’s business in connection with managing risk for which the Borrower, any Guarantor or any Subsidiary has actual exposure (and not for speculative purposes) including, without limitation, Hedging Agreementsbusiness; (d) investments by any Loan Party and its Subsidiaries in Permitted Acquisitionsconnection with interest rate, foreign currency, and commodity Hedging Agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (e) investments promissory notes and other non-cash consideration received in connection with dispositions permitted by the Borrower in one or more Guarantors or by a Guarantor in the Borrower or one or more other GuarantorsSection 8.10; (f) investments (including debt obligations and equity interests) received in Mortgage Receivables 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 and upon the foreclosure with respect to any secured investment or other transfer of title with respect to any secured investment; (g) guaranties permitted by Section 8.7(m); (h) any Acquisition for which the Total Consideration in the aggregate is less than $1,000,000 in any calendar year; (i) other investments, loans, and advances in addition to those otherwise permitted by this Section in an amount not to exceed $5,000,000 in the aggregate; (g) investments in marketable securities available for sale; or (h) aggregate at any other investments otherwise approved by the Required Lendersone time outstanding. In determining the amount of investments, acquisitions, loans, and advances permitted under this Section, investments and acquisitions shall always be taken at the book value original cost thereof (as defined in GAAP) thereofregardless of any subsequent appreciation or depreciation therein), and loans and advances shall be taken at the principal amount thereof then remaining unpaid.

Investments, Acquisitions, Loans and Advances. The Borrower shall notNo Loan Party shall, nor shall it permit any Subsidiary to (i) of its Subsidiaries to, directly or indirectly, make, retain or have outstanding any investments (whether through the purchase of stock or obligations or otherwise) in any Person, real property or improvements on real propertyin, or any loans, advances, lines of credit, mortgage loans or advances to (other financings (including pursuant than for travel advances and other similar cash advances made to sale/leaseback transactions) to employees in the ordinary course of business), any other Person, or (ii) acquire any real property, improvements on real property or all or any substantial part of the assets or business of any other Person or division thereof; provided, however, that the foregoing shall not apply to nor operate to prevent, with respect to the Borrower or any Subsidiary, any of the following: (a) investment in Cash Equivalents; (b) the Loan Parties’ existing investments existing or contemplated in their respective Subsidiaries outstanding on the date hereof and listed on Schedule 8.8 heretoClosing Date; (c) investments in derivatives and hxxxxx intercompany advances made from time to time between the Loan Parties in the ordinary course of the such Person’s business in connection with managing risk for which the Borrower, any Guarantor or any Subsidiary has actual exposure (and not for speculative purposes) including, without limitation, Hedging Agreementsto finance their working capital needs; (d) investments promissory notes and other non-cash consideration received in Permitted Acquisitionsconnection with dispositions permitted by Section 7.4; (e) investments by (including debt obligations and equity interests) received in connection with the Borrower bankruptcy or reorganization of suppliers and customers and in one or more Guarantors or by a Guarantor settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the Borrower ordinary course of business and upon the foreclosure with respect to any secured investment or one or more other Guarantorstransfer of title with respect to any secured investment; (f) investments in Mortgage Receivables not to exceed $5,000,000 in the aggregatePermitted Acquisitions; (g) other investments in marketable securities available for sale; orexisting on the Closing Date not otherwise permitted above and listed and identified on Schedule 7.3; (h) other investments, loans, and advances in addition to those otherwise permitted by this Section in an amount not to exceed $100,000 (or its U.S. Dollar Equivalent) in the aggregate at any other investments otherwise approved by the Required Lendersone time outstanding. In determining the amount of investments, acquisitions, loans, and advances permitted under this Section, investments and acquisitions shall always be taken at the book value original cost thereof (as defined in GAAP) thereofregardless of any subsequent appreciation or depreciation therein), and loans and advances shall be taken at the principal amount thereof then remaining unpaid.

Investments, Acquisitions, Loans and Advances. The Borrower shall notNo Loan Party shall, nor shall it permit any Subsidiary to (i) of its Subsidiaries to, directly or indirectly, make, retain or have outstanding any investments (whether through the purchase of stock or obligations or otherwise) in any Person, real property or improvements on real propertyin, or any loans, advances, lines of credit, mortgage loans or advances to (other financings (including pursuant than for travel advances and other similar cash advances made to sale/leaseback transactions) to employees in the ordinary course of business), any other Person, or (ii) acquire any real property, improvements on real property or all or any substantial part of the assets or business of any other Person or division thereof; provided, however, that the foregoing shall not apply to nor operate to prevent, with respect to the Borrower or any Subsidiary, any of the following: (a) investment in Cash Equivalents; (b) the Loan Parties’ existing investments existing or contemplated in their respective Subsidiaries outstanding on the date hereof and listed on Schedule 8.8 heretoClosing Date; (c) investments in derivatives and hxxxxx intercompany advances made from time to time between the Loan Parties in the ordinary course of the such Person’s business in connection with managing risk for which the Borrower, any Guarantor or any Subsidiary has actual exposure (and not for speculative purposes) including, without limitation, Hedging Agreementsto finance their working capital needs; (d) intercompany advances from time to time owing between a Loan Party and any Subsidiary that is not a Guarantor hereunder in the ordinary course of business to finance their working capital needs, provided that the aggregate amount of such advances to any Subsidiaries that are not Guarantors hereunder together with any investments in therein do not exceed $250,000 at any one time outstanding; (e) Permitted Acquisitions; (e) investments by the Borrower in one or more Guarantors or by a Guarantor in the Borrower or one or more other Guarantors; (f) other investments in Mortgage Receivables existing on the Closing Date not to exceed $5,000,000 in the aggregateotherwise permitted above and listed and identified on Schedule 8.9; (g) investments in marketable securities available for saleConstruction Joint Ventures which are made in the ordinary course of business; orprovided, however, that the aggregate investments in Construction Joint Ventures shall not at any time exceed 15% of the combined consolidated Net Worth of the Borrower and its Subsidiaries; (h) loans and advances to employees of the Loan Parties in an amount not to exceed $1,250,000 in the aggregate at any one time outstanding; and (i) other investments investments, loans, and advances in addition to those otherwise approved permitted by this Section in an amount not to exceed $250,000 in the Required Lendersaggregate at any one time outstanding. In determining the amount of investments, acquisitions, loans, and advances permitted under this Section, investments and acquisitions shall always be taken at the book value original cost thereof (as defined in GAAP) thereofregardless of any subsequent appreciation or depreciation therein), and loans and advances shall be taken at the principal amount thereof then remaining unpaid.

Investments, Acquisitions, Loans and Advances. The Borrower shall notNo Loan Party shall, nor shall it permit any Subsidiary to (i) of its Subsidiaries to, directly or indirectly, make, retain or have outstanding any investments (whether through the purchase of stock or obligations or otherwise) in any Person, real property or improvements on real propertyin, or any loans, advances, lines of credit, mortgage loans or advances to (other financings (including pursuant than for travel advances and other similar cash advances made to sale/leaseback transactions) to employees in the ordinary course of business), any other Person, or (ii) acquire any real property, improvements on real property or all or any substantial part of the assets or business of any other Person or division thereof; provided, however, that the foregoing shall not apply to nor operate to prevent, with respect to the Borrower or any Subsidiary, any of the following: (a) investment in Cash Equivalents; (b) the Loan Parties’ existing investments existing or contemplated in their respective Subsidiaries outstanding on the date hereof and listed on Schedule 8.8 heretoClosing Date; (c) intercompany advances made from time to time between the Loan Parties in the ordinary course of business to finance their working capital needs; (d) intercompany advances from time to time owing between a Loan Party and any Subsidiary that is not a Guarantor hereunder in the ordinary course of business to finance their working capital needs, provided that the aggregate amount of such advances to Subsidiaries that are not Guarantors hereunder together with any investments in derivatives such Subsidiaries do not exceed $300,000 at any one time outstanding; (e) Permitted Acquisitions; (f) the Xxxx Acquisition to the extent the Xxxx Acquisition Conditions are substantially concurrently satisfied in connection therewith as of the date of the consummation of the Xxxx Acquisition; (g) other investments existing on the Closing Date not otherwise permitted by this Section 8.9 and hxxxxx listed and identified on Schedule 8.9; (h) investments in Construction Joint Ventures which are made in the ordinary course of business; provided, however, that the such Person’s business aggregate investments in connection with managing risk for which Construction Joint Ventures shall not at any time exceed 15% of the Borrower, any Guarantor or any Subsidiary has actual exposure (combined consolidated Net Worth of the Borrower and not for speculative purposes) including, without limitation, Hedging Agreementsits Subsidiaries; (di) investments loans and advances to employees of the Loan Parties in Permitted Acquisitions; (e) investments by the Borrower in one or more Guarantors or by a Guarantor in the Borrower or one or more other Guarantors; (f) investments in Mortgage Receivables an amount not to exceed $5,000,000 1,250,000 in the aggregate;aggregate at any one time outstanding; and (gj) investments other investments, loans, and advances in marketable securities available for sale; or (h) addition to those otherwise permitted by this Section 8.9 in an amount not to exceed $500,000 in the aggregate at any other investments otherwise approved by the Required Lendersone time outstanding. In determining the amount of investments, acquisitions, loans, and advances permitted under this SectionSection 8.9, investments and acquisitions shall always be taken at the book value original cost thereof (as defined in GAAP) thereofregardless of any subsequent appreciation or depreciation therein), and loans and advances shall be taken at the principal amount thereof then remaining unpaid.

Investments, Acquisitions, Loans and Advances. The Borrower shall notNo Loan Party shall, nor shall it permit any Subsidiary to (i) of its Restricted Subsidiaries to, directly or indirectly, make, retain or have outstanding any investments (whether through the purchase of stock or obligations or otherwise) in any Person, real property or improvements on real propertyin, or any loans, advances, lines of credit, mortgage loans or advances to (other financings (including pursuant than for travel advances and other similar cash advances made to sale/leaseback transactions) to employees in the ordinary course of business and other than accounts receivable arising in the ordinary course of business), any other Person, or (ii) acquire make any real propertyAcquisition, improvements on real property or all or including any substantial part of the assets or business foregoing by way of any other Person or division thereofdivision; provided, however, that the foregoing shall not apply to nor operate to prevent, with respect to the Borrower or any Subsidiary, any of the following:: (a) investment investments in Cash Equivalents; (b) existing investments existing or contemplated in their respective Restricted Subsidiaries outstanding on the date hereof and listed on Schedule 8.8 heretoClosing Date; (c) investments in derivatives (i) intercompany loans and hxxxxx advances made in the ordinary course of the such Person’s business in connection with managing risk for which the Borrowerby one Loan Party to another Loan Party, any Guarantor or any and (ii) intercompany loans and advances made by one Excluded Subsidiary has actual exposure (and not for speculative purposes) including, without limitation, Hedging Agreementsto another Excluded Subsidiary; (d) investments by any Loan Party and its Restricted Subsidiaries in Permitted Acquisitionsconnection with interest rate, foreign currency, and commodity Hedging Agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (e) investments promissory notes and other non-cash consideration received in connection with dispositions permitted by the Borrower in one or more Guarantors or by a Guarantor in the Borrower or one or more other GuarantorsSection 7.1; (f) investments (including debt obligations and equity interests) received in Mortgage Receivables not to exceed $5,000,000 connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent 739016937 20664705 obligations of, and other disputes with, customers and suppliers arising in the aggregateordinary course of business and upon foreclosure with respect to any secured investment or other transfer of title with respect to any secured investment; (g) investments in marketable securities available for sale; orPermitted Acquisitions; (h) Guarantees constituting Indebtedness permitted by Section 7.1; (i) bank deposits and securities accounts in the ordinary course of business; (j) non-cash consideration received, to the extent permitted by the Loan Documents, in connection with the Disposition of Property permitted by this Agreement. (k) investments listed on Schedule 7.3 as of the Closing Date; (l) other investments, loans, and advances in addition to those otherwise permitted by this Section in an aggregate amount at any time outstanding not exceeding the greater of (x) $25,000,000 and (y) 27.5% of Consolidated EBITDA for the most recently ended Test Period; (m) Investments consisting of extensions of trade credit in the ordinary course of business or consistent with past practice; (n) Investments in the ordinary course of business or consistent with past practice consisting of endorsements for collection or deposit and customary trade arrangements with customers consistent with past practices; (o) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses, sublicenses, subleases or leases of other assets, intellectual property, or other rights, in each case in the ordinary course of business; (p) Investments in any Subsidiary or any joint venture in connection with any intercompany cash management arrangement or related activities arising in the ordinary course of business so long as any concentration account or similar aggregating arrangement is in the name of a Loan Party; (q) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent that the same are permitted to remain unfunded under applicable requirements of Law; (r) obligations with respect to Guarantees provided by Borrower or any Restricted Subsidiary in respect of leases and/or subleases (other than Capitalized Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; 739016937 20664705 (s) Investments made by Borrower or any Restricted Subsidiary in any other investments otherwise approved Restricted Subsidiary in order to satisfy regulatory capital requirements with respect to FDIC deposit insurance; and (t) Investments consisting of (i) Indebtedness expressly permitted under Section 7.1(f), (ii) Dispositions expressly permitted under Section 7.4(b) or (iii) Restricted Payments expressly permitted under Section 7.6 (other than clause (vi) of the proviso to Section 7.6); (i) any investment that when made complies with the requirements of the definition of the term “Cash Equivalent” may continue to be held notwithstanding that such investment if made thereafter would not comply with such requirements and (ii) any investment that is denominated in a currency other than U.S. Dollars and that was permitted at the time of investment by the Required Lendersthis covenant shall not violate this covenant thereafter due to any fluctuation in currency values. In determining the amount of investments, acquisitions, loans, and advances permitted under this Section, investments and acquisitions shall always be taken at the book value original cost thereof (as defined in GAAP) thereofregardless of any subsequent appreciation or depreciation therein), and loans and advances shall be taken at the principal amount thereof then remaining unpaid.