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

Investments, Acquisitions, Loans and Advances. No Loan Party shall, 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, other financings (including pursuant to sale/leaseback transactions) to any other Person, or Guarantee or assumption of any such 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 (collectively, “Investments”); provided, however, that the foregoing shall not apply to nor operate to prevent, with respect to any Loan Party or any Subsidiary, any of the following: (a) Permitted Investments and Investments in cash and Cash Equivalents and 1031 Cash Proceeds; (b) Parent’s Investments from time to time in the Borrower, 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 (including, without limitation, any Investment in the form of the purchase or other acquisition of the ownership interests of any non-wholly owned Subsidiary resulting in such Subsidiary becoming a wholly-owned Subsidiary); (c) intercompany loans and advances made from time to time among the Borrower and its Subsidiaries; (d) Investments from time to time in individual Real Properties (including Eligible Properties), portfolios of Real Properties (including Eligible Properties) or in entities which own such individual Real Properties (including Eligible Properties), provided that such Investment does not cause a violation of the financial covenants set forth in Section 8.20 hereof or clauses (e), (f) or (g) below; (e) Investments in Joint Ventures (including, without limitation, Investments consisting of loans, advances or other extensions of credit in the ordinary course of business to third party developers with respect to such Joint Venture); (f) Investments in Development Assets; (g) Investments in Land Assets; (h) Investments in deposit account and securities accounts opened in the ordinary course of business and in compliance with the terms of this Agreement; (i) Investments pursuant to Hedging Agreements that are not otherwise prohibited by the terms of this Agreement; (j) Investments existing on the date hereof and set forth on Schedule 8.8; (k) advances to officers, directors and employees of the Parent, the Borrower and Subsidiaries for travel, entertainment, relocation and analogous ordinary business purposes; (l) 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; (m) Investments in mortgages and note receivables; (n) Investments by the Parent for the redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any equity interests of the Parent or the Borrower now or hereafter outstanding to the extent permitted in Section 8.24; (o) Investments not otherwise permitted under this Section 8.8, provided that such Investment does not cause a violation of the financial covenants set forth in Section 8.20; (p) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; and (q) Investments in captive insurance entities and any and all Investments permitted by applicable law to be made by such captive insurance entities.

Investments, Acquisitions, Loans and Advances. No Loan Party shall, 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, other financings (including pursuant to sale/leaseback transactions) to any other Person, or Guarantee or assumption of any such 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 (collectively, “Investments”); provided, however, that the foregoing shall not apply to nor operate to prevent, with respect to any Loan Party or any Subsidiary, any of the following: (a) Permitted Investments and Investments in cash and Cash Equivalents cash equivalents and 1031 Cash Proceeds; (b) Parent’s Investments from time to time in the Borrower, 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 (including, without limitation, any Investment in the form of the purchase or other acquisition of the ownership interests of any non-wholly owned Subsidiary resulting in such Subsidiary becoming a wholly-owned Subsidiary); (c) intercompany loans and advances made from time to time among the Borrower and its Subsidiaries; (d) Investments from time to time in individual Real Properties (including Eligible Properties), portfolios of Real Properties (including Eligible Properties) or in entities which own such individual Real Properties (including Eligible Properties), provided that such Investment does not cause a violation of the financial covenants set forth in Section 8.20 hereof or clauses (e), (f) or (g) below; (e) Investments in Joint Ventures (including, without limitation, Investments consisting of loans, advances or other extensions of credit in the ordinary course of business to third party developers with respect to such Joint Venture)) in an amount not to exceed in the aggregate at any one time outstanding 10% of the Total Asset Value at such time; (f) Investments in Development AssetsAssets in an amount not to exceed in the aggregate at any one time outstanding 10% of the Total Asset Value at such time; (g) Investments in Land AssetsAssets in an amount not to exceed in the aggregate at any one time outstanding 5% of the Total Asset Value at such time; (h) Investments in deposit account and securities accounts opened in the ordinary course of business and in compliance with the terms of this Agreement; (i) Investments pursuant to Hedging Agreements that are not otherwise prohibited by the terms of this Agreement; (j) Investments existing on the date hereof and set forth on Schedule 8.8; (k) advances to officers, directors and employees of the Parent, the Borrower and Subsidiaries for travel, entertainment, relocation and analogous ordinary business purposes; (l) 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; (m) Investments in mortgages and note receivablesnot at any time to exceed 5% of the Total Asset Value at such time; (n) Investments by the Parent for the redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any equity interests of the Parent or the Borrower now or hereafter outstanding to the extent permitted in Section 8.24; (o) Investments not otherwise permitted under this Section 8.8, provided that such Investment does 8.8 in an aggregate amount not cause a violation to exceed 5% of the financial covenants set forth in Section 8.20;Total Asset Value at such time; and (p) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; and . Investments of the type described in clauses (qe), (f), (g), (m) Investments and (o) immediately preceding shall not exceed in captive insurance entities the aggregate at any one time, (A) for the period from the Closing Date through November 30, 2019, 30% of the Total Asset Value at such time and any (B) at all times thereafter, 25% of the Total Asset Value at such time. In determining the amount of investments, acquisitions, loans, Guarantees, and all Investments advances permitted by applicable law to under this Section 8.8, investments and acquisitions shall always be made by such captive insurance entitiestaken at the book value (as defined in GAAP) thereof (except for investments in Development Assets and Land Assets, which shall always be taken at undepreciated book value), and loans, Guarantees, and advances shall be taken at the principal amount thereof then remaining unpaid.

Investments, Acquisitions, Loans and Advances. No 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 stock or obligations or otherwise) in any Person, real property or improvements on real propertyin, or any loansloans or advances to (other than for travel advances and other similar cash advances made to employees in the ordinary course of business and other than accounts receivable arising in the ordinary course of business), advances, lines of credit, mortgage loans, other financings (including pursuant to sale/leaseback transactions) to any other Person, or Guarantee or assumption of make any such loansAcquisition, 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 foregoing by way of any other Person or division thereof (collectively, “Investments”)division; provided, however, that the foregoing shall not apply to nor operate to prevent, with respect to any Loan Party or any Subsidiary, any of the following: (a) Permitted Investments and Investments investments in cash and Cash Equivalents and 1031 Cash ProceedsEquivalents; (b) Parent’s Investments from time to time (i) existing investments in their respective Subsidiaries outstanding on the Closing Date and (ii) investments by a Loan Party in the Borrower, 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 equity interest of its Subsidiaries (including, without limitation, any Investment in the form of the purchase or other acquisition of the ownership interests of any non-wholly owned Subsidiary resulting in such Subsidiary becoming a wholly-owned Subsidiary)another Loan Party; (ci) intercompany loans and advances made from time by one Loan Party to time among the Borrower and its Subsidiaries; (d) Investments from time to time in individual Real Properties (including Eligible Properties), portfolios of Real Properties (including Eligible Properties) or in entities which own such individual Real Properties (including Eligible Properties), provided that such Investment does not cause a violation of the financial covenants set forth in Section 8.20 hereof or clauses (e)another Loan Party, (fii) intercompany loans and advances made by one Excluded Subsidiary to another Excluded Subsidiary; and (iii) to the extent constituting an investment, transfer pricing, cost plus or (g) below; (e) Investments in Joint Ventures (including, without limitation, Investments consisting of loans, advances or other extensions of credit in the ordinary course of business to third party developers similar arrangements entered into by Borrower with respect to such Joint Venture); (f) Investments in Development Assets; (g) Investments in Land Assets; (h) Investments in deposit account and securities accounts opened in the ordinary course of business and in compliance with the terms of this Agreement; (i) Investments pursuant to Hedging Agreements that are not otherwise prohibited by the terms of this Agreement; (j) Investments existing on the date hereof and set forth on Schedule 8.8; (k) advances to officers, directors and employees of the Parent, the Borrower and its Subsidiaries for travel, entertainment, relocation and analogous ordinary business purposes; (l) 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; (md) Investments investments by any Loan Party and its Subsidiaries in mortgages connection with interest rate, foreign currency, and note receivablescommodity 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; (ne) Investments by the Parent for the redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any investments (including debt obligations and equity interests of the Parent or the Borrower now or hereafter outstanding to the extent permitted in Section 8.24; (ointerests) Investments not otherwise permitted under this Section 8.8, provided that such Investment does not cause a violation of the financial covenants set forth in Section 8.20; (p) Investments received in connection with the bankruptcy or reorganization of, or of suppliers and customers and in settlement of delinquent accounts obligations of, and other disputes with, customers and supplierssuppliers 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; (f) Permitted Acquisitions, the Additional Zebedee Investment in an aggregate amount not to exceed $12,000,000 since the Closing Date, the TIH AG Purchase, the TTC Contribution and Investments in the AlTi German Subsidiary pursuant to the terms of the Allianz Equity Purchase Agreement in an aggregate amount not to exceed $50,000,000; (g) Guarantees constituting Indebtedness permitted by Section 7.1; (h) bank deposits and securities accounts in the ordinary course of business; (i) non-cash consideration received, to the extent permitted by the Loan Documents, in connection with the Disposition of Property permitted by this Agreement; (j) investments listed on Schedule 7.3 as of the Closing Date; (k) investments by any Loan Party in (or loans by any Loan Party to) any joint venture, minority stake investments or other non-Loan Party (other than Company Funds) in an aggregate amount not to exceed $78,000,000, so long as Administrative Agent will concurrently obtain a first priority perfected security interest (in form and substance satisfactory to Administrative Agent) in the equity interest or other asset related to such investment for the benefit of the Secured Parties; (l) additional investments by any Loan Party and its Subsidiaries in any joint venture, minority stake investments or other non-Loan Party in an aggregate amount not to exceed $25,000,000; (m) so long as no Event of Default shall have occurred and be continuing or would result therefrom, 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 (i) $10,000,000 and (ii) 12% of Consolidated EBITDA for the most recently ended Test Period; (n) investments consisting of (i) utilities, security deposits, leases and similar prepaid expenses and (ii) extensions of trade credit, in each case, in the ordinary course of business or consistent with past practice; (o) 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; (p) investments in Subsidiaries to satisfy any capital requirements or similar requirements necessary to maintain any regulatory status (plus a reasonable cushion in excess of any required regulatory capital or similar requirement); (q) advances of payroll payments to employees, consultants or independent contractors or other advances of salaries or compensation to employees, consultants or independent contractors, in each case in the ordinary course of business; (r) loans made by a Loan Party to an employee or director of any Loan Party if the amount of that loan when aggregated with the amount of all loans to employees and directors by any Loan Party does not exceed $1,000,000 (or its equivalent in other currencies) at any time; (s) investments consisting of capital commitments or similar capital contributions made by a Loan Party as the general partner, managing member, or in any similar capacity, with respect to a Company Fund in an aggregate amount for all such investments not to exceed $70,000,000, so long as (i) Administrative Agent will concurrently obtain a first priority perfected security interest (in form and substance satisfactory to Administrative Agent) in the equity interest or other asset related to such investment for the benefit of the Secured Parties, (ii) such Company Fund shall not have an Asset Coverage Ratio of less than 3.00 to 1.00 after giving effect thereto and (iii) such Company Fund shall covenant and agree not to have an Asset Coverage Ratio of less than 3.00 to 1.00 at any time; (t) investments funded with the net proceeds of any issuance of equity securities of ATC or cash capital contribution to ATC; and (qu) Investments investments made in captive insurance entities connection with the reinvestment of the Net Cash Proceeds of a Disposition to the extent permitted by Section 2.8(b)(i); provided that 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 original cost thereof at the closing of such transaction (regardless of any subsequent appreciation or depreciation therein but giving effect to any repayments of principal in the case of investments in the form of loans or advances and any return of capital or return on investment in the case of equity investments (whether as a distribution, dividend, redemption or sale but not in excess of the amount of the initial investment)), and all Investments permitted loans and advances shall be taken at the principal amount thereof then remaining unpaid. The aggregate amount, after the Closing Date, of investments in, loans or advances to and Guarantees in respect of the obligations of, Excluded Subsidiaries from Loan Parties shall not exceed $30,000,000 unless Administrative Agent shall otherwise agree in its reasonable discretion. Notwithstanding the provisions of clause (k) and (l) above, in the event that a Loan Party or a Subsidiary is required by applicable law to make an investment in a non-Loan Party Subsidiary that is a regulated entity that is prohibited by law from becoming a Guarantor, if no Default or Event of Default shall have occurred and be made by continuing or would result therefrom, Administrative Agent may waive the cap set forth therein with respect to such captive insurance entitiesinvestment in its reasonable discretion.

Investments, Acquisitions, Loans and Advances. No Loan Party shall, 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, other financings (including pursuant to sale/leaseback transactions) to any other Person, or 74 Guarantee or assumption of any such 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 (collectively, “Investments”); provided, however, that the foregoing shall not apply to nor operate to prevent, with respect to any Loan Party or any Subsidiary, any of the following: (a) Permitted Investments and Investments in cash and Cash Equivalents and 1031 Cash Proceeds; (b) Parent’s Investments from time to time in the Borrower, 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 (including, without limitation, any Investment in the form of the purchase or other acquisition of the ownership interests of any non-wholly owned Subsidiary resulting in such Subsidiary becoming a wholly-owned Subsidiary); (c) intercompany loans and advances made from time to time among the Borrower and its Subsidiaries; (d) Investments from time to time in individual Real Properties (including Eligible Properties), portfolios of Real Properties (including Eligible Properties) or in entities which own such individual Real Properties (including Eligible Properties), provided that such Investment does not cause a violation of the financial covenants set forth in Section 8.20 hereof or clauses (e), (f) or (g) below; (e) Investments in Joint Ventures (including, without limitation, Investments consisting of loans, advances or other extensions of credit in the ordinary course of business to third party developers with respect to such Joint Venture); (f) Investments in Development Assets; (g) Investments in Land Assets; (h) Investments in deposit account and securities accounts opened in the ordinary course of business and in compliance with the terms of this Agreement; (i) Investments pursuant to Hedging Agreements that are not otherwise prohibited by the terms of this Agreement; (j) Investments existing on the date hereof and set forth on Schedule 8.8; (k) advances to officers, directors and employees of the Parent, the Borrower and Subsidiaries for travel, entertainment, relocation and analogous ordinary business purposes; (l) 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; (m) Investments in mortgages and note receivables; (n) Investments by the Parent for the redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any equity interests of the Parent or the Borrower now or hereafter outstanding to the extent permitted in Section 8.24; (o) Investments not otherwise permitted under this Section 8.8, provided that such Investment does not cause a violation of the financial covenants set forth in Section 8.20; (p) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; and (q) Investments in captive insurance entities and any and all Investments permitted by applicable law to be made by such captive insurance entities.

Investments, Acquisitions, Loans and Advances. No 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 stock or obligations or otherwise) in any Person, real property or improvements on real propertyin, or any loansloans or advances to (other than for travel advances and other similar cash advances made to employees in the ordinary course of business), advances, lines of credit, mortgage loans, other financings (including pursuant to sale/leaseback transactions) to any other Person, or Guarantee or assumption of any such 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 (collectively, “Investments”)thereof; provided, however, that the foregoing shall not apply to nor operate to prevent, with respect to any Loan Party or any Subsidiary, any of the following: (a) Permitted Investments and Investments in cash and Cash Equivalents and 1031 Cash ProceedsMarketable Securities; (b) Parent’s Investments from time to time the Loan Parties’ existing investments in their respective Subsidiaries outstanding on the Borrower, the Borrower’s Investments from time to time in its Subsidiaries, and Investments made from time to time by a Subsidiary in one Closing Date or more of its Subsidiaries (including, without limitation, any Investment in the form of the purchase or other acquisition of the ownership interests of any non-wholly owned Subsidiary resulting in such Subsidiary becoming a wholly-owned Subsidiary)as required under their respective organizational documents; (c) intercompany loans and advances made from time to time among between any Loan Party or Subsidiary of any Loan Party and any other Loan Party or Subsidiary of any Loan Party in the Borrower and its Subsidiariesordinary course of business, provided that the aggregate amount of all such intercompany advances made to Subsidiaries of a Loan Party that are not Loan Parties or Subsidiaries of a Loan Party that are not Wholly-owned Subsidiaries shall not exceed an aggregate amount of $15,000,000 during any fiscal year of the Borrower; (d) Investments from time to time investments by any Loan Party and its Subsidiaries in individual Real Properties (including Eligible Properties)connection with interest rate, portfolios of Real Properties (including Eligible Properties) or foreign currency, and commodity Hedging Agreements entered into with financial institutions in entities which own such individual Real Properties (including Eligible Properties), provided that such Investment does not cause a violation of the financial covenants set forth in Section 8.20 hereof or clauses (e), (f) or (g) below; (e) Investments in Joint Ventures (including, without limitation, Investments consisting of loans, advances or other extensions of credit in the ordinary course of business to third party developers connection with respect to such Joint Venture); (f) Investments in Development Assets; (g) Investments in Land Assets; (h) Investments in deposit account and securities accounts opened bona fide hedging activities in the ordinary course of business and in compliance with the terms of this Agreement; (i) Investments pursuant to Hedging Agreements that are not otherwise prohibited by the terms of this Agreement; (j) Investments existing on the date hereof and set forth on Schedule 8.8; (k) advances to officers, directors and employees of the Parent, the Borrower and Subsidiaries for travel, entertainment, relocation and analogous ordinary business speculative purposes; (le) Investments consisting promissory notes and other non‑cash consideration received in connection with dispositions permitted by Section 8.10; (f) investments (including debt obligations and equity interests) received in connection with the bankruptcy or reorganization of extensions suppliers and customers and in settlement of credit delinquent obligations of, and other disputes with, customers and suppliers arising in the nature ordinary course of accounts receivable business and upon the foreclosure with respect to any secured investment or notes receivable arising from the grant other transfer of trade credit title with respect to any secured investment; (g) Permitted Acquisitions; (h) purchases of assets in the ordinary course of business; (mi) Investments in mortgages and note receivables; (n) Investments by the Parent for the redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any equity interests of the Parent or the Borrower now or hereafter outstanding to the extent permitted in Section 8.24; (o) Investments not otherwise permitted under this Section 8.8, provided that such Investment does not cause a violation of the financial covenants set forth in Section 8.20; (p) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case deposits made in the ordinary course of business; andbusiness to secure performance of leases or other obligations as permitted by Section 8.8; (qj) Investments other investments existing on the Closing Date not otherwise permitted above and listed and identified on Schedule 8.9; (k) other investments, loans, and advances in captive insurance entities and any and all Investments addition to those otherwise permitted by applicable law this Section in an amount not to exceed $25,000,000 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 made by taken at the original cost thereof (regardless of any subsequent appreciation or depreciation therein), less any amount in respect of such captive insurance entitiesinvestment upon sale, collection or return (not to exceed the original cost thereof) and loans and advances shall be taken at the principal amount thereof then remaining unpaid.

Investments, Acquisitions, Loans and Advances. No 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 stock or obligations or otherwise) in any Person, real property or improvements on real propertyin, or any loansloans or advances to (other than for travel advances and other similar cash advances made to employees in the ordinary course of business and other than accounts receivable arising in the ordinary course of business), advances, lines of credit, mortgage loans, other financings (including pursuant to sale/leaseback transactions) to any other Person, or Guarantee or assumption of make any such loansAcquisition, 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 foregoing by way of any other Person or division thereof (collectively, “Investments”)division; provided, however, that the foregoing shall not apply to nor operate to prevent, with respect to any Loan Party or any Subsidiary, any of the following: (a) Permitted Investments and Investments investments in cash and Cash Equivalents and 1031 Cash ProceedsEquivalents; (b) Parent’s Investments from time to time (i) existing investments in their respective Subsidiaries outstanding on the Closing Date and (ii) investments by a Loan Party in the Borrower, 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 equity interest of its Subsidiaries (including, without limitation, any Investment in the form of the purchase or other acquisition of the ownership interests of any non-wholly owned Subsidiary resulting in such Subsidiary becoming a wholly-owned Subsidiary)another Loan Party; (ci) intercompany loans and advances made from time by one Loan Party to time among the Borrower and its Subsidiaries; (d) Investments from time to time in individual Real Properties (including Eligible Properties), portfolios of Real Properties (including Eligible Properties) or in entities which own such individual Real Properties (including Eligible Properties), provided that such Investment does not cause a violation of the financial covenants set forth in Section 8.20 hereof or clauses (e)another Loan Party, (fii) intercompany loans and advances made by one Excluded Subsidiary to another Excluded Subsidiary; and (iii) to the extent constituting an investment, transfer pricing, cost plus or (g) below; (e) Investments in Joint Ventures (including, without limitation, Investments consisting of loans, advances or other extensions of credit in the ordinary course of business to third party developers similar arrangements entered into by Borrower with respect to such Joint Venture); (f) Investments in Development Assets; (g) Investments in Land Assets; (h) Investments in deposit account and securities accounts opened in the ordinary course of business and in compliance with the terms of this Agreement; (i) Investments pursuant to Hedging Agreements that are not otherwise prohibited by the terms of this Agreement; (j) Investments existing on the date hereof and set forth on Schedule 8.8; (k) advances to officers, directors and employees of the Parent, the Borrower and its Subsidiaries for travel, entertainment, relocation and analogous ordinary business purposes; (l) 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; (md) Investments investments by any Loan Party and its Subsidiaries in mortgages connection with interest rate, foreign currency, and note receivablescommodity 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; (ne) Investments by the Parent for the redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any investments (including debt obligations and equity interests of the Parent or the Borrower now or hereafter outstanding to the extent permitted in Section 8.24; (ointerests) Investments not otherwise permitted under this Section 8.8, provided that such Investment does not cause a violation of the financial covenants set forth in Section 8.20; (p) Investments received in connection with the bankruptcy or reorganization of, or of suppliers and customers and in settlement of delinquent accounts obligations of, and other disputes with, customers and supplierssuppliers 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; (f) Permitted Acquisitions, the Additional Zebedee Investment in an aggregate amount not to exceed $12,000,000 since the Closing Date, the TIH AG Purchase and the TTC Contribution; (g) Guarantees constituting Indebtedness permitted by Section 7.1; (h) bank deposits and securities accounts in the ordinary course of business; (i) non-cash consideration received, to the extent permitted by the Loan Documents, in connection with the Disposition of Property permitted by this Agreement; (j) investments listed on Schedule 7.3 as of the Closing Date; (k) investments by any Loan Party in (or loans by any Loan Party to) any joint venture, minority stake investments or other non-Loan Party (other than Company Funds) in an aggregate amount not to exceed $78,000,000, so long as the Administrative Agent will concurrently obtain a first priority perfected security interest (in form and substance satisfactory to the Administrative Agent) in the equity interest or other asset related to such investment for the benefit of the Secured Parties; (l) additional investments by any Loan Party and its Subsidiaries in any joint venture, minority stake investments or other non-Loan Party in an aggregate amount not to exceed $25,000,000; (m) so long as no Event of Default shall have occurred and be continuing or would result therefrom, 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 (i) $10,000,000 and (ii) 12% of Consolidated EBITDA for the most recently ended Test Period; (n) investments consisting of (i) utilities, security deposits, leases and similar prepaid expenses and (ii) extensions of trade credit, in each case, in the ordinary course of business or consistent with past practice; (o) 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; (p) investments in Subsidiaries to satisfy any capital requirements or similar requirements necessary to maintain any regulatory status (plus a reasonable cushion in excess of any required regulatory capital or similar requirement); (q) advances of payroll payments to employees, consultants or independent contractors or other advances of salaries or compensation to employees, consultants or independent contractors, in each case in the ordinary course of business; (r) loans made by a Loan Party to an employee or director of any Loan Party if the amount of that loan when aggregated with the amount of all loans to employees and directors by any Loan Party does not exceed $1,000,000 (or its equivalent in other currencies) at any time; (s) investments consisting of capital commitments or similar capital contributions made by a Loan Party as the general partner, managing member, or in any similar capacity, with respect to a Company Fund in an aggregate amount for all such investments not to exceed $70,000,000, so long as (i) the Administrative Agent will concurrently obtain a first priority perfected security interest (in form and substance satisfactory to the Administrative Agent) in the equity interest or other asset related to such investment for the benefit of the Secured Parties, (ii) such Company Fund shall not have an Asset Coverage Ratio of less than 3.00 to 1.00 after giving effect thereto and (iii) such Company Fund shall covenant and agree not to have an Asset Coverage Ratio of less than 3.00 to 1.00 at any time; (t) investments funded with the net proceeds of any issuance of equity securities of ATC or cash capital contribution to ATC; and (qu) Investments investments made in captive insurance entities connection with the reinvestment of the Net Cash Proceeds of a Disposition to the extent permitted by Section 2.8(b)(i); provided that 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 original cost thereof at the closing of such transaction (regardless of any subsequent appreciation or depreciation therein but giving effect to any repayments of principal in the case of investments in the form of loans or advances and any return of capital or return on investment in the case of equity investments (whether as a distribution, dividend, redemption or sale but not in excess of the amount of the initial investment)), and all Investments permitted loans and advances shall be taken at the principal amount thereof then remaining unpaid. The aggregate amount, after the Closing Date, of investments in, loans or advances to and Guarantees in respect of the obligations of, Excluded Subsidiaries from Loan Parties shall not exceed $30,000,000 unless Administrative Agent shall otherwise agree in its reasonable discretion. Notwithstanding the provisions of clause (k) and (l) above, in the event that a Loan Party or a Subsidiary is required by applicable law to make an investment in a non-Loan Party Subsidiary that is a regulated entity that is prohibited by law from becoming a Guarantor, if no Default or Event of Default shall have occurred and be made by continuing or would result therefrom, Administrative Agent may waive the cap set forth therein with respect to such captive insurance entitiesinvestment in its reasonable discretion.

Investments, Acquisitions, Loans and Advances. No Loan Transaction Party shall, 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, other financings (including pursuant to sale/leaseback transactions) to any other Person, or Guarantee or assumption of any such 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 (collectively, “Investments”); provided, however, that the foregoing shall not apply to nor operate to prevent, with respect to any Loan Transaction Party or any Subsidiary, any of the following: (ai) Permitted Investments and Investments in cash and cash equivalents Cash Equivalents and 1031 Cash Proceeds; (bii) Parent’s Investments from time to time in the BorrowerCompany, the BorrowerCompany’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 (including, without limitation, any Investment in the form of the purchase or other acquisition of the ownership interests of any non-wholly owned Subsidiary resulting in such Subsidiary becoming a wholly-owned Subsidiary); (ciii) intercompany loans and advances made from time to time among the Borrower Company and its Subsidiaries; (div) Investments from time to time in individual Real Properties (including Eligible Properties), portfolios of Real Properties (including Eligible Properties) or in entities which own such individual Real Properties (including Eligible Properties), provided that such Investment does not cause a violation of the financial covenants set forth in Section 8.20 paragraph 6I hereof or clauses (ev), (fvi) or (gvii) below; (ev) Investments in Joint Ventures (including, without limitation, Investments consisting of loans, advances or other extensions of credit in the ordinary course of business to third party developers with respect to such Joint Venture)) in an amount not to exceed in the aggregate at any one time outstanding 10% of the Total Asset Value at such time; (fvi) Investments in Development AssetsAssets in an amount not to exceed in the aggregate at any one time outstanding 10% of the Total Asset Value at such time; (gvii) Investments in Land AssetsAssets in an amount not to exceed in the aggregate at any one time outstanding 5% of the Total Asset Value at such time; (hviii) Investments in deposit account and securities accounts opened in the ordinary course of business and in compliance with the terms of this Agreement; (iix) Investments pursuant to Hedging Agreements that are not otherwise prohibited by the terms of this Agreement; (jx) Investments existing on the date hereof and set forth on Schedule 8.86B; (kxi) advances to officers, directors and employees of the Parent, the Borrower Company and Subsidiaries for travel, entertainment, relocation and analogous ordinary business purposes; (lxii) 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; (mxiii) Investments in mortgages not at any time to exceed 5% of the Total Asset Value at such time and note receivables; (nxiv) Investments by the Parent for the redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any equity interests of the Parent or the Borrower Company now or hereafter outstanding to the extent permitted in Section 8.24paragraph 6J; (oxv) Investments not otherwise permitted under this Section 8.8, paragraph 6B in an aggregate amount not to exceed 5% of the Total Asset Value at such time provided that such Investment does not cause a violation of the financial covenants set forth in Section 8.20;paragraph 6I hereof; and (pxvi) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business.; and (qxvii) Investments in captive insurance entities and any and all Investments permitted by applicable law to be made by such captive insurance entities.

Investments, Acquisitions, Loans and Advances. No 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 stock or obligations or otherwise) in any Person, real property or improvements on real propertyin, or any loansloans or advances to (other than for travel advances and other similar cash advances made to employees in the ordinary course of business), advances, lines of credit, mortgage loans, other financings (including pursuant to sale/leaseback transactions) to any other Person, or Guarantee or assumption of any such 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 (collectively, “Investments”)thereof; provided, however, that the foregoing shall not apply to nor operate to prevent, with respect to prevent any Loan Party or any Subsidiary, any of the followinginvestment that consists of: (a) Permitted Investments and Investments in cash and Cash Equivalents and 1031 Cash ProceedsEquivalents; (b) Parent’s Investments from time to time investments by the Loan Parties in the Borrower, the Borrower’s Investments from time to time in its their respective Subsidiaries, and Investments made from time to time by a Subsidiary in one or more of its Subsidiaries (including, without limitation, any Investment in the form of the purchase or other acquisition of the ownership interests of any non-wholly owned Subsidiary resulting in such Subsidiary becoming a wholly-owned Subsidiary); (c) (i) intercompany loans and advances made from time to time among owing between the Borrower Loan Parties in the ordinary course of business to finance their working capital needs and its Subsidiaries(ii) 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; (d) Investments investments from time to time in individual Real Properties (including Eligible Properties), portfolios of Real Properties real properties (including Eligible Properties) or in entities which own such individual Real Properties real properties (including Eligible Properties), provided that such Investment investment does not cause a violation breach of the financial covenants set forth in Section 8.20 hereof or clauses (e), (f) or (g) below8.22 hereof; (ei) Investments in Joint Ventures (including, without limitation, Investments consisting of loans, advances or other extensions of credit in the ordinary course of business to third party developers with respect to such Joint Venture); (f) Investments in Development Assets; (g) Investments in Land Assets; (h) Investments investments in deposit account and securities accounts opened in the ordinary course of business and in compliance with the terms of this Agreement; (ij) Investments investments pursuant to Hedging Agreements that are not otherwise prohibited by the terms of this Agreement; (jk) Investments investments existing on the date hereof and set forth on Schedule 8.88.9; (kl) advances to officers, directors and employees of the Parent, the Borrower and Subsidiaries for travel, entertainment, relocation and analogous ordinary business purposes; (lm) Investments 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; (m) Investments in mortgages and note receivables; (n) Investments investments by the Parent Borrower for the redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any equity interests of the Parent or the Borrower now or hereafter outstanding to the extent permitted in Section 8.24;8.12 below; and (o) Investments not otherwise permitted under this Section 8.8the acquisition of all or substantially all of the assets, or assets constituting a business unit, line of business or division, and the Borrower or a Parent Subsidiary may acquire or invest in the Equity Interests, of any Person (the “Acquisition Target”); provided that (i) the Acquisition Target shall be in a line of business substantially similar to the lines of business conducted by the Borrower and its Subsidiaries on the Closing Date or any business reasonably related, complementary, incidental or ancillary thereto, and (ii) such Investment acquisition or investment does not cause a violation breach of the financial covenants set forth in Section 8.20; (p) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; and (q) Investments in captive insurance entities and any and all Investments permitted by applicable law to be made by such captive insurance entities8.22 hereof.

Investments, Acquisitions, Loans and Advances. No 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 stock or obligations or otherwise) in any Person, real property or improvements on real propertyin, or any loansloans or advances to (other than for travel advances and other similar cash advances made to employees in the ordinary course of business), advances, lines of credit, mortgage loans, other financings (including pursuant to sale/leaseback transactions) to any other Person, or Guarantee or assumption of any such 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 (collectively, “Investments”)thereof; provided, however, that the foregoing shall not apply to nor operate to prevent, with respect to any Loan Party prevent or any Subsidiary, any of the followingprohibit: (a) Permitted Investments and Investments in cash and Cash Equivalents and 1031 Cash ProceedsEquivalents; (b) Parent’s Investments from time to time the Loan Parties’ existing investments in their respective Subsidiaries outstanding on the Borrower, 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 (including, without limitation, any Investment in the form of the purchase or other acquisition of the ownership interests of any non-wholly owned Subsidiary resulting in such Subsidiary becoming a wholly-owned Subsidiary)Closing Date; (c) intercompany loans and advances made from time to time among 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 any Subsidiaries that are not Guarantors hereunder together with any investments therein do not exceed $500,000 at any one time outstanding; (e) Permitted Acquisitions; (i) other investments existing on the Closing Date not otherwise permitted above and listed and identified on Schedule 8.9 and (ii) investments consisting of any modification, replacement, renewal, reinvestment or extension of any investment described in clause (i) above; (g) investments in Construction Joint Ventures which are made in the ordinary course of business; provided, however, that the aggregate investments in Construction Joint Ventures shall not at any time exceed 20.0%% of the combined consolidated Net Worth of the Borrower and its Subsidiaries; (d) Investments from time to time in individual Real Properties (including Eligible Properties), portfolios of Real Properties (including Eligible Properties) or in entities which own such individual Real Properties (including Eligible Properties), provided that such Investment does not cause a violation of the financial covenants set forth in Section 8.20 hereof or clauses (e), (f) or (g) below; (e) Investments in Joint Ventures (including, without limitation, Investments consisting of loans, advances or other extensions of credit in the ordinary course of business to third party developers with respect to such Joint Venture); (f) Investments in Development Assets; (g) Investments in Land Assets; (h) Investments advances made in deposit account connection with purchases of goods and securities accounts opened in the ordinary course of business and in compliance with the terms of this Agreement; (i) Investments pursuant to Hedging Agreements that are not otherwise prohibited by the terms of this Agreement; (j) Investments existing on the date hereof and set forth on Schedule 8.8; (k) advances to officers, directors and employees of the Parent, the Borrower and Subsidiaries for travel, entertainment, relocation and analogous ordinary business purposes; (l) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit services in the ordinary course of business; (mi) Investments investments received in mortgages and note receivablessettlement of amounts due to any Loan Party or any of its Subsidiaries effected in the ordinary course of business or owing to any Loan Party or any of its Subsidiaries as a result of insolvency, bankruptcy, reorganization, or other similar proceeding involving an account debtor or upon the foreclosure or enforcement of any Lien in favor of a Loan Party or its Subsidiaries; (nj) Investments by deposits of cash made in the Parent for the redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or ordinary course of business to secure performance of (i) operating leases and (ii) other acquisition for value, direct or indirect, of any equity interests of the Parent or the Borrower now or hereafter outstanding to the extent permitted in Section 8.24contractual obligations that do not constitute Indebtedness; (ok) Investments not otherwise permitted under this Section 8.8, provided that such Investment does not cause xxxxxxx money deposits made in cash in connection with any letter of intent or purchase agreement in connection with a violation of the financial covenants set forth in Section 8.20Permitted Acquisition; (pl) Investments received equity investments by any Loan Party in connection with the bankruptcy any Subsidiary of such Loan Party which is required by law to maintain a minimum net capital requirement or reorganization ofas may be otherwise required by applicable law; (m) purchases and other acquisitions of inventory, or settlement of delinquent accounts materials, equipment, intangible property and disputes with, customers and suppliers, in each case other assets in the ordinary course of business; and (qn) Investments other investments, loans, and advances in captive insurance entities and any and all Investments addition to those otherwise permitted by applicable law this Section in an amount not to exceed $1,000,000 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 made by such captive insurance entitiestaken at the original cost thereof (regardless of any subsequent appreciation or depreciation therein), and loans and advances shall be taken at the principal amount thereof then remaining unpaid.