Common use of Investments, Etc Clause in Contracts

Investments, Etc. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to such merger), any capital stock, Indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of a Person, or of any business or division of any Person (all of the foregoing being collectively called “Investments”), except: (a) Investments existing on the date hereof (including Investments in Subsidiaries) that have been disclosed to the Lenders and/or that are set forth on the most current financial statements that have been delivered to the Lenders; (b) Investments purchased in the ordinary course of business by any Financial Institution Subsidiary; (c) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary in or to the Borrower or in or to another Subsidiary; (d) Investments made for the purpose of making or consummating an Acquisition; provided, that (i) no Default or Event of Default shall have occurred or would result (on a pro forma basis) from the making or consummation of such Acquisition, (ii) such Acquisitions are undertaken in accordance with all applicable laws, and (iii) the prior written consent or approval of such Acquisition of the board of directors or equivalent governing body of the Person being acquired has been obtained; provided, further, that in the case of any Investment by the Borrower or any Subsidiary in which the Borrower or such Subsidiary acquires, directly or indirectly, fifty percent (50%) or more of the voting stock any Person that is a regulated financial institution, such acquired Person shall become a Financial Institution Subsidiary for purposes of this Agreement; (e) Guarantees of the Borrower of any Indebtedness expressly permitted under Section 7.1(d); and (f) Other Investments made in the ordinary course of business and in accordance with applicable laws and regulations and safe and sound business practices.

Investments, Etc. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to such merger), any capital common stock, Indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the any assets of any other Person that constitute a Person, or of any business or division of any Person (all of the foregoing being collectively called “Investments”)unit, except: (a) Investments existing on the date hereof (including Investments in Subsidiaries) that have been disclosed to the Lenders Lender and/or that are set forth on the most current financial statements that have been delivered to the LendersLender; (b) Investments purchased in the ordinary course of business by any Financial Institution Subsidiary; (c) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary in or to the Borrower or in or to another Subsidiary; (d) Investments made for the purpose of making or consummating an Acquisition; . provided, that (i) after giving effect to such Acquisition, no Default or Event of Default shall have occurred or would result (on a pro forma basis) from the making or consummation of such Acquisitionand be continuing, (ii) such Acquisitions are undertaken in accordance with all applicable laws, and (iii) the prior written consent or approval of such Acquisition of the board of directors or equivalent governing body of the Person being acquired has been obtained; provided, further, that in the case of any Investment by acquired. Upon the Borrower or any Subsidiary in which the Borrower or such Subsidiary acquires, directly or indirectly, Subsidiary’s Investment of fifty percent (50%) or more of the voting stock any Person that is a regulated financial institution, such acquired Person shall become a Financial Institution Subsidiary for purposes of this Agreement;; and (e) Guarantees of the Borrower of any Indebtedness expressly permitted under Section 7.1(d); and (f) Other Investments made in the ordinary course of business and in accordance with permitted by applicable laws and regulations and safe and sound business practicesregulations.

Investments, Etc. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to such merger), any capital stockCapital Stock, Indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of a Person, or of any business or division of any Person (all of the foregoing being collectively called “Investments”), except: (a) Investments existing on the date hereof (including Investments in Subsidiaries) that have been disclosed to the Lenders and/or that are and set forth on the most current financial statements that have been delivered to the Lenders;Schedule 7.6. (b) Investments purchased or held by any Subsidiary in the connection with its asset management or other operations in ordinary course of business by any Financial Institution Subsidiarybusiness; (c) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary in or to the Borrower or in or to another Subsidiary; (d) Investments made for the purpose of making or consummating an Acquisition; provided, that (i) no Default or Event of Default shall have occurred or would result (on a pro forma basis) from the making or consummation of such Acquisition, (ii) such Acquisitions are undertaken in accordance with all applicable laws, and (iii) the prior written consent or approval of such Acquisition of the board of directors or equivalent governing body of the Person being acquired has been obtained; provided, further, that in the case of any Investment by the Borrower or any Subsidiary in which the Borrower or such Subsidiary acquires, directly or indirectly, fifty percent (50%) or more of the voting stock any Person that is a regulated financial institution, such acquired Person shall become a Financial Institution Subsidiary for purposes of this AgreementPermitted Acquisitions; (e) Investments received in consideration for Asset Sales in a form other than Cash to the extent expressly permitted by Section 7.3; (f) Investments consisting of Hedging Obligations permitted by Section 7.8; (g) Investments received in connection with the bankruptcy or reorganization of any Person and in settlement of obligations of, or disputes with, any Person 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; (h) Guarantees of the Borrower of any Indebtedness expressly permitted under Section 7.1(d); (i) Investments constituting Permitted Financial Institution Subsidiary Indebtedness; and (fj) Other Investments made (other than Acquisitions) in an aggregate amount at any time outstanding not to exceed $10,000,000 so long as (A) at the ordinary course time of business the making of such Investment, no Default or Event of Default then exists, and (B) the Borrower is, both before and after giving pro forma effect to such Investment, in accordance compliance with applicable laws and regulations and safe and sound business practicesthe covenants set forth in Section 6.1.

Investments, Etc. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to such merger), any capital stock, Indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the any assets of any other Person that constitute a Person, or of any business or division of any Person (all of the foregoing being collectively called “Investments”)unit, except: (a) Investments existing on the date hereof (including Investments in Subsidiaries) that have been disclosed to the Lenders and/or that are set forth on the most current financial statements that have been delivered to the Lenders; (b) Investments purchased in the ordinary course of business by any Financial Institution Subsidiary; (c) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary in or to the Borrower or in or to another Subsidiary; (d) Investments made for the purpose of making or consummating an Acquisition; provided, that (i) no Default or Event of Default shall have occurred or would result (on a pro forma basis) from the making or consummation of such Acquisition, (ii) such Acquisitions are undertaken in accordance with all applicable laws, and (iii) the prior written consent or approval of such Acquisition of the board of directors or equivalent governing body of the Person being acquired has been obtained; provided, further, that in the case of any Investment by the Borrower or any Subsidiary in which the Borrower or such Subsidiary acquires, directly or indirectly, fifty percent (50%) or more of the voting stock any Person that is a regulated financial institution, such acquired Person shall become a Financial Institution Subsidiary for purposes of this Agreement; (e) Guarantees of the Borrower of any Indebtedness expressly permitted under Section 7.1(d); and (f) Other Investments made in the ordinary course of business and in accordance with applicable laws and regulations and safe and sound business practices.

Investments, Etc. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to such merger), any capital common stock, Indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called "Investments"), or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the any assets of any other Person that constitute a Person, or of any business or division of any Person (all of the foregoing being collectively called “Investments”)unit, except: (a) Investments existing on the date hereof (including Investments in Subsidiaries) that have been disclosed to the Lenders Lender and/or that are set forth on the most current financial statements that have been delivered to the LendersLender; (b) Investments purchased in the ordinary course of business by any Financial Institution Subsidiary; (c) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary in or to the Borrower or in or to another Subsidiary, including without limitation any such Investment made in a Subsidiary established in connection with the issuance of trust preferred securities; (d) Investments made for the purpose of making or consummating an Acquisition; provided, that (i) after giving effect to such Acquisition, no Default or Event of Default shall have occurred or would result (on a pro forma basis) from the making or consummation of such Acquisitionand be continuing, (ii) such Acquisitions are undertaken in accordance with all applicable laws, and (iii) the prior written consent or approval of such Acquisition of the board of directors or equivalent governing body of the Person being acquired has been obtained; provided, further, that in the case of any Investment by acquired. Upon the Borrower or any Subsidiary in which the Borrower or such Subsidiary acquires, directly or indirectly, Subsidiary’s Investment of fifty percent (50%) or more of the voting stock any Person that is a regulated financial institution, such acquired Person shall become a Financial Institution Subsidiary for purposes of this Agreement;; and (e) Guarantees of the Borrower of any Indebtedness expressly permitted under Section 7.1(d); and (f) Other Investments made in the ordinary course of business and in accordance with permitted by applicable laws and regulations and safe and sound business practicesregulations.

Investments, Etc. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to such merger), any capital common stock, Indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the any assets of any other Person that constitute a Person, or of any business or division of any Person (all of the foregoing being collectively called “Investments”)unit, except: (a) Investments existing on the date hereof (including Investments in Subsidiaries) that have been disclosed to the Lenders Lender and/or that are set forth on the most current financial statements that have been delivered to the LendersLender; (b) Investments purchased in the ordinary course of business by any Financial Institution Subsidiary; (c) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary in or to the Borrower or in or to another Subsidiary; (d) Investments made for the purpose of making or consummating an Acquisition; provided, that (i) after giving effect to such Acquisition, no Default or Event of Default shall have occurred or would result (on a pro forma basis) from the making or consummation of such Acquisitionand be continuing, (ii) such Acquisitions are undertaken in accordance with all applicable laws, and (iii) the prior written consent or approval of such Acquisition of the board of directors or equivalent governing body of the Person being acquired has been obtained; provided, further, that in the case of any Investment by acquired. Upon the Borrower or any Subsidiary in which the Borrower or such Subsidiary acquires, directly or indirectly, Subsidiary’s Investment of fifty percent (50%) or more of the voting stock any Person that is a regulated financial institution, such acquired Person shall become a Financial Institution Subsidiary for purposes of this Agreement;; and (e) Guarantees of the Borrower of any Indebtedness expressly permitted under Section 7.1(d); and (f) Other Investments made in the ordinary course of business and in accordance with permitted by applicable laws and regulations and safe and sound business practicesregulations.

Investments, Etc. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to such merger), any capital stock, Indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of a Person, or of any business or division of any Person (all of the foregoing being collectively called “Investments”), except: (a) Investments existing on the date hereof (including Investments in Subsidiaries) that have been disclosed to the Lenders and/or that are set forth on the most current financial statements that have been delivered to the Lenders; (b) Investments purchased in the ordinary course of business by any Financial Institution Subsidiary; (c) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary in or to the Borrower or in or to another Subsidiary; (d) Investments made for the purpose of making or consummating an Acquisition; provided, that (i) no Default or Event of Default shall have occurred or would result (on a pro forma basis) from the making or consummation of such Acquisition, (ii) not less than five (5) Business Days prior to the consummation of the Acquisition, the Borrower shall have delivered a Compliance Certificate evidencing compliance with the covenants set forth in Section 7.12 hereof on a pro forma basis after giving effect to such Acquisition, (iii) such Acquisitions are undertaken in accordance with all applicable laws, and (iiiiv) the prior written consent or approval of such Acquisition of the board of directors or equivalent governing body of the Person being acquired has been obtained; provided, further, that in the case of any Investment by the Borrower or any Subsidiary in which the Borrower or such Subsidiary acquires, directly or indirectly, fifty percent (50%) or more of the voting stock any Person that is a regulated financial institution, such acquired Person shall become a Financial Institution Subsidiary for purposes of this Agreement; (e) Guarantees of the Borrower of any Indebtedness expressly permitted under Section 7.1(d); and (f) Other Investments made in the ordinary course of business and in accordance with applicable laws and regulations and safe and sound business practices.

Investments, Etc. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to such merger), any capital stock, Indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of a Person, or of any business or division of any Person (all of the foregoing being collectively called “Investments”), except: (a) Investments existing on the date hereof (including Investments in Subsidiaries) that have been disclosed to the Lenders Lender and/or that are set forth on the most current financial statements that have been delivered to the LendersLender; (b) Investments purchased in the ordinary course of business by any Financial Institution Subsidiary; (c) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary in or to the Borrower or in or to another Subsidiary; (d) Investments made for the purpose of making or consummating an Acquisition; provided, that (i) no Default or Event of Default shall have occurred or would result (on a pro forma basis) from the making or consummation of such Acquisition, (ii) such Acquisitions are undertaken in accordance with all applicable laws, and (iii) the prior written consent or approval of such Acquisition of the board of directors or equivalent governing body of the Person being acquired has been obtained; provided, further, that in the case of any Investment by the Borrower or any Subsidiary in which the Borrower or such Subsidiary acquires, directly or indirectly, fifty percent (50%) or more of the voting stock any Person that is a regulated financial institution, such acquired Person shall become a Financial Institution Subsidiary for purposes of this Agreement; (e) Guarantees of Investments pursuant to the Borrower of any Indebtedness expressly permitted under Section 7.1(d)SmartFinancial Merger and the Merger Agreement; and (f) Other Investments made in the ordinary course of business and in accordance with applicable laws and regulations and safe and sound business practicespractices including, but not limited to, any Investments acquired by any Subsidiary as a result of such Subsidiary’s reasonable decision to exercise remedies against collateral obtained by such Subsidiary in its ordinary course of business (such as foreclosure).

Investments, Etc. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to such merger), any capital common stock, Indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the any assets of any other Person that constitute a Person, or of any business or division of any Person (all of the foregoing being collectively called “Investments”)unit, except: (a) Investments existing on the date hereof (including Investments in Subsidiaries) that have been disclosed to the Lenders Lender and/or that are set forth on the most current financial statements that have been delivered to the LendersLender; (b) Investments purchased in the ordinary course of business by any Financial Institution Subsidiary; (c) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary in or to the Borrower or in or to another Subsidiary; (d) Investments made for the purpose of making or consummating an Acquisition; . provided, that (i) after giving effect to such Acquisition, no Default or Event of Default shall have occurred or would result (on a pro forma basis) from the making or consummation of such Acquisitionand be continuing, (ii) such Acquisitions are undertaken in accordance with all applicable laws, and (iii) the prior written consent or approval of such Acquisition of the board of directors or equivalent governing body of the Person being acquired has been obtained; provided, further, that in the case of any Investment by acquired. Upon the Borrower or any Subsidiary in which the Borrower or such Subsidiary acquires, directly or indirectly, Subsidiary’s Investment of fifty percent (50%) or more of the voting stock any Person that is a regulated financial institution, such acquired Person shall become a Financial Institution Subsidiary for purposes of this Agreement; (e) Guarantees of the Borrower of any Indebtedness expressly Other Investments permitted under Section 7.1(d); andby applicable laws and regulations; (f) Other Investments relating to the Borrower’s guarantee of any Indebtedness permitted under Section 7.1; (g) advances in an aggregate amount not to exceed $100,000 outstanding at any time made by the Borrower and its Subsidiaries to their respective employees for reimbursable expenses incurred or to be incurred by such employees in the ordinary course of performance of their authorized duties; (h) Investments consisting of amounts potentially due from a seller in an Acquisition that (i) relate to customary post-closing adjustments with respect to purchased loans and/or assumed deposit liabilities or other similar types of items that are typically subject to post-closing adjustments and (ii) are outstanding for a period not exceeding one hundred twenty days following the close of such Acquisition; and (i) Investments consisting of Hedging Agreements entered into in the ordinary course of the Borrower’s business and in accordance with applicable laws and regulations and safe and sound business practicesnot for speculative purposes.

Investments, Etc. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, purchasedirectly or indirectly, hold lend money or credit or make advances to any Person, or purchase or acquire (including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to such merger), any capital stock, Indebtedness obligations or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, or make any capital contribution to, any other Person, or purchase or own a futures contract or otherwise acquire become liable for the purchase or sale of currency or other commodities at a future date in the nature of a futures contract, or hold any cash or Cash Equivalents (in one transaction or a series of transactions) all or substantially all any of the assets of a Personforegoing, or of any business or division of any Person (all of the foregoing being collectively called “Investments”an "Investment"), exceptexcept that the following shall be permitted: (ai) Investments existing on the date hereof (including Investments in Subsidiaries) that have been disclosed Borrower and its Restricted Subsidiaries may acquire and hold accounts receivables owing to the Lenders and/or that are set forth on the most current financial statements that have been delivered to the Lenders; (b) Investments purchased any of them, if created or acquired in the ordinary course of business by any Financial Institution Subsidiaryand payable or dischargeable in accordance with customary terms; (cii) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary in or to the Borrower or in or to another Subsidiaryits Restricted Subsidiaries may acquire and hold cash and Cash Equivalents; (diii) the Borrower and its Restricted Subsidiaries may make loans and advances in the ordinary course of business to its respective employees so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $1,000,000; (iv) the Borrower may enter into Interest Rate Protection Agreements to the extent permitted in Section 9.04(iv); (v) the Borrower may (x) establish Subsidiaries in compliance with Section 9.12 and (y) make Investments made for the purpose of making or consummating an Acquisition; provided, that therein as otherwise provided in this Section 9.05; (ivi) so long as (x) no Default or Event of Default shall have occurred exists or would result therefrom and (y) the Borrower's Leverage Ratio at the time of making any such Investment is less than 4.25:1.00 (except to the extent set forth in the proviso to the definition of Available $25 Million Basket Amount), the Borrower shall be permitted to make Investments (in addition to those otherwise provided in clauses (i) through (v) and (vii) through (ix) of this Section 9.05) on any date in an amount not to exceed (A) the Available $25 Million Basket Amount on such date (after giving effect to all prior and contemporaneous reductions thereto, except as a pro forma basis) from the making or consummation result of such AcquisitionInvestment), plus (B) the then Available Net Income Amount on such date (after giving effect to all prior and contemporaneous adjustments thereto, except as a result of such Investment), plus (C) the then Available Unrestricted Proceeds Amount (after giving effect to all prior and contemporaneous adjustments thereto, except as a result of such Investment), it being understood and agreed that (1) at the time of any Investment pursuant to this clause (vi), the Borrower shall allocate the aggregate amount thereof as constituting a utilization of one or more of the basket amounts described in preceding clauses (A), (iiB) such Acquisitions are undertaken in accordance with all applicable laws, and (iii) C), with the prior written consent or approval aggregate amount of such Acquisition utilizations to equal the aggregate amount of the board of directors or equivalent governing body of the Person being acquired has been obtained; provided, further, that respective Investment and (2) in the case of any Investment by Investments in entities which do not become Credit Parties, then to the extent the Borrower or any Subsidiary in which one or more other Credit Parties (after the Borrower or respective Investment has been made) receive a return of capital previously invested pursuant to this clause (vi), then the amount of such Subsidiary acquiresreturn of capital shall, directly or indirectlyupon the Agent's receipt of a certification of the amount of the return of capital and the allocation thereof (as described below) from an Authorized Representative, fifty percent (50%) apply to increase of one or more of the voting stock Available $25 Million Basket Amount, the Available Net Income Amount and/or the Available Unrestricted Proceeds Amount, provided that the aggregate amount of increases to the various basket amounts described above shall not exceed the amount of returned capital and, in no event, shall the amount of the increases made to the various basket amounts in respect of any Person that is a regulated financial institution, such acquired Person shall become a Financial Institution Subsidiary for purposes of Investment exceed the amount previously invested pursuant to this Agreementclause (vi); (evii) Guarantees of the Borrower of any Indebtedness expressly and its Restricted Subsidiaries may retain cash consideration plus purchase money notes derived from asset sales permitted under pursuant to Section 7.1(d9.02(ii); and; (fviii) Other Investments made the Borrower may enter into and perform its obligations under Currency Hedging Agreements entered into in the ordinary course of business so long as any such Currency Hedging Agreement is not speculative in nature and (i) each such Currency Hedging Agreement is related to income derived from foreign operations of the Borrower or any Restricted Subsidiary (or any Foreign Sales Corporation which is a Restricted Subsidiary) or otherwise related to purchases permitted hereunder from foreign suppliers and (ii) such Currency Hedging Agreements do not exceed $15,000,000 in the aggregate notional amount at any one time outstanding; (ix) the Borrower and its Restricted Subsidiaries may acquire and own investments (including notes or other debt obligations or securities) received in connection with the bankruptcy or reorganization of their suppliers and customers and in accordance with applicable laws settlement of delinquent obligations of, or disputes with, their customers or suppliers in the ordinary course of business; (x) any Credit Party may transfer cash and regulations Cash Equivalents to, may make intercompany loans or advances to, and safe in the ordinary course of business may transfer equipment and sound business practicesinventory to, any other Credit Party; (xi) existing Investments by the Borrower and its Restricted Subsidiaries (including, without limitation, Investments in Foreign Subsidiaries and the Indian Joint Venture) shall be permitted to remain outstanding after the Initial Borrowing Date to the extent listed on Schedule VIII; and (xii) in addition to the Investments permitted under clause (xi) of this Section 9.05, the Borrower and its Restricted Subsidiaries may make loans, advances and capital contributions, open account sales and transfers of goods, extend other trade support, or make other Investments in Foreign Subsidiaries and the Indian Joint Venture, so long as the aggregate amount invested pursuant to this clause (xii) after the Effective Date (net of any return of capital previously invested after the Effective Date pursuant to this clause (xii)) in no event exceeds the Maximum Foreign Investment Amount as then in effect.

Investments, Etc. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to such merger), any capital common stock, Indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the any assets of any other Person that constitute a Person, or of any business or division of any Person (all of the foregoing being collectively called “Investments”)unit, except: (a) Investments existing on the date hereof (including Investments in Subsidiaries) that have been disclosed to the Lenders Lender and/or that are set forth on the most current financial statements that have been delivered to the LendersLender; (b) Investments purchased in the ordinary course of business by any Financial Institution Subsidiary; (c) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary in or to the Borrower or in or to another Subsidiary; (d) Investments made for the purpose of making or consummating an Acquisition; . provided, that (i) after giving effect to such Acquisition, no Default or Event of Default shall have occurred or would result (on a pro forma basis) from the making or consummation of such Acquisitionand be continuing, (ii) such Acquisitions are undertaken in accordance with all applicable laws, and (iii) the prior written consent or approval of such Acquisition of the board of directors or equivalent governing body of the Person being acquired has been obtained; provided, further, that in the case of any Investment by acquired. Upon the Borrower or any Subsidiary in which the Borrower or such Subsidiary acquires, directly or indirectly, Subsidiary’s Investment of fifty percent (50%) or more of the voting stock any Person that is a regulated financial institution, such acquired Person shall become a Financial Institution Subsidiary for purposes of this Agreement; (e) Guarantees of the Borrower of any Indebtedness expressly permitted under Section 7.1(d); and (f) Other Investments made in the ordinary course of business and in accordance with applicable laws and regulations and safe and sound business practices.

Investments, Etc. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to such merger), any capital stock, Indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of a Person, or of any business or division of any Person (all of the foregoing being collectively called “"Investments”"), except: (a) Investments existing on the date hereof (including Investments in Subsidiaries) that have been disclosed to the Lenders Lender and/or that are set forth on the most current financial statements that have been delivered to the LendersLender; (b) Investments purchased in the ordinary course of business by any Financial Institution Subsidiary; (c) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary in or to the Borrower or in or to another Subsidiary; (d) Investments made for the purpose of making or consummating an Acquisition; provided, that (i) no Default or Event of Default shall have occurred or would result (on a pro forma basis) from the making or consummation of such Acquisition, (ii) such Acquisitions are undertaken in accordance with all applicable laws, and (iii) the prior written consent or approval of such Acquisition of the board of directors or equivalent governing body of the Person being acquired has been obtained; provided, further, that in the case of any Investment by the Borrower or any Subsidiary in which the Borrower or such Subsidiary acquires, directly or indirectly, fifty percent (50%) or more of the voting stock any Person that is a regulated financial institution, such acquired Person shall become a Financial Institution Subsidiary for purposes of this Agreement; (e) Guarantees of Investments pursuant to the Borrower of any Indebtedness expressly permitted under Section 7.1(d)CBI Merger and the Merger Agreement and the Capstone Merger; and (f) Other Investments made in the ordinary course of business and in accordance with applicable laws and regulations and safe and sound business practicespractices including, but not limited to, any Investments acquired by any Subsidiary as a result of such Subsidiary's reasonable decision to exercise remedies against collateral obtained by such Subsidiary in its ordinary course of business (such as foreclosure).