Common use of Investments in Other Persons Clause in Contracts

Investments in Other Persons. The Company will not make or permit any Subsidiary to make any loan or advance to any Person, or purchase, otherwise acquire, or permit any Subsidiary to purchase or otherwise acquire, the capital stock, assets comprising the business of, obligations of, or any interest in, any Person, except: (i) investments by the Company or a Subsidiary in evidences of indebtedness issued or fully guaranteed by the United States of America and having a maturity of not more than one year from the date of acquisition; (ii) investments by the Company or a Subsidiary in certificates of deposit, notes, acceptances and repurchase agreements having a maturity of not more than one year from the date of acquisition issued by (A) a bank organized in the United States having capital, surplus and undivided profits of at least $250,000,000 or (B) Republic National Bank; (iii) loans or advances from a Subsidiary to the Company or from a Subsidiary to another Subsidiary; (iv) investments by the Company or a Subsidiary in A-rated or better commercial paper having a maturity of not more than one year from the date of acquisition; (v) investments by the Company or a Subsidiary in "money market" fund shares, or in "money market" accounts fully insured by the Federal Deposit Insurance Corporation and sponsored by banks and other financial institutions, provided that such Money market fund or "money market" accounts invest principally in investments of the types described in clauses (i), (ii) or (iv) of this subsection 4.1; and (vi) loans to employees in the aggregate amount of up to $7,500 for any individual employee and up to $50,000 to all employees at any one time.

Investments in Other Persons. The Company will not make or permit any Subsidiary to make any loan or advance to any Person, or purchase, otherwise acquire, or permit any Subsidiary to purchase or otherwise acquire, the capital stock, stock or assets comprising of any Person without the business of, obligations of, or any interest in, any Personprior approval of the Purchasers, except: (i) investments by the Company or a Subsidiary in evidences of indebtedness issued or fully guaranteed by the United States of America and having a maturity of not more than one year from the date of acquisition; (ii) investments by the Company or a Subsidiary in certificates of deposit, notes, acceptances and repurchase agreements having a maturity of not more than one year from the date of acquisition issued by (A) a bank organized in the United States having capital, a combined capital and surplus and undivided profits of at least $250,000,000 or (B) Republic National Bank50,000,000; (iii) loans loans, advances or advances investments from the Company to any Subsidiary, a Subsidiary to the Company or from a Subsidiary to another Subsidiary; (iv) investments by the Company or a Subsidiary in A-rated or better commercial paper having a maturity of not more than one year from the date of acquisition;; and (v) investments by the Company or a Subsidiary in "money market" fund shares, or in "money market" accounts fully insured by the Federal Deposit Insurance Corporation and sponsored by banks and other financial institutions, provided that such Money market "money market" fund or "money market" accounts invest principally in investments of the types described in clauses (i), (ii) or (iv) of this subsection 4.1; and (vi) loans to employees in the aggregate amount of up to $7,500 for any individual employee and up to $50,000 to all employees at any one time4. 1.

Investments in Other Persons. The Company will not Without the prior written consent of the Purchaser, make or permit any Subsidiary to make make, any loan or advance to any Person, or purchase, otherwise acquire, or permit any Subsidiary to purchase or otherwise acquire, the any capital stock, assets comprising the business or other property of, obligations of, or any interest in, any Person, except: (i) investments by the Company or a any Subsidiary in evidences of indebtedness issued or fully guaranteed by the United States of America and or any U.S. government agency having a maturity of not more than one year from the date of acquisition; (ii) investments by the Company or a any Subsidiary in certificates of deposit, money market accounts, notes, acceptances and repurchase agreements having a maturity of not more than one year from the date of acquisition issued by (A) a bank organized in the United States having capital, surplus and undivided profits of at least $250,000,000 100,000,000 and whose parent holding company has long-term debt rated Aal or higher, and whose commercial paper (Bif rated) Republic National Bankis rated Prime 1 by Xxxxx'x Investors Service, Inc.; (iii) loans or advances from a Subsidiary to the Company or another Subsidiary or from the Company to a Subsidiary to another Subsidiary; (iv) investments by the Company or a any Subsidiary in Athe highest-rated or better commercial paper having a maturity of not more than one year from the date of acquisition; (v) investments by reasonable advances to employees for travel, relocation or other business expenses in accordance with the Company or a Subsidiary in "money market" fund shares, or in "money market" accounts fully insured by the Federal Deposit Insurance Corporation and sponsored by banks and other financial institutions, provided that such Money market fund or "money market" accounts invest principally in investments ordinary course of the types described in clauses (i), (ii) or (iv) of this subsection 4.1; andbusiness; (vi) loans or advances to employees to enable employees to exercise vested stock options; and (vii) acquisitions of assets, capital stock or other property which individually and in the aggregate amount are not material to the Company or such Subsidiary (assets, capital stock and other property with a fair market value of up to less than $7,500 for 3,000,000 (or its equivalent in any individual employee and up to $50,000 to all employees at other currency) acquired in any one timeone-year period in the aggregate shall not be deemed "material"); PROVIDED, HOWEVER, that each such acquisition can be made in compliance with the other terms of this Agreement, including, without limitation, Section 7.02(l).

Investments in Other Persons. The Company will not Without the prior written consent of the Purchasers, make or permit any Subsidiary to make make, any loan or advance to any Person, or purchase, otherwise acquire, or permit any Subsidiary to purchase or otherwise acquire, the any capital stock, assets comprising the business or other property of, obligations of, or any interest in, any Person, except: (i) investments by the Company any Borrower or a any Subsidiary in evidences of indebtedness issued or fully guaranteed by the United States of America and having a maturity of not more than one year from the date of acquisition; (ii) investments by the Company any Borrower or a any Subsidiary in certificates of deposit, notes, acceptances and repurchase agreements having a maturity of not more than one year from the date of acquisition issued by (A) a bank organized in the United States having capital, surplus and undivided profits of at least $250,000,000 100,000,000 and whose parent holding company has long-term debt rated Aa1 or higher, and whose commercial paper (Bif rated) Republic National Bankis rated Prime 1 by Moodx'x Xxxestors Service, Inc.; (iii) investments by any Borrower or any Subsidiary in corporate obligations rated Aa1 or higher by Moodx'x Investors Services, Inc. or repurchase agreements collateralized by such corporate obligations; (iv) loans or advances from a Subsidiary to the Company or from the Company to a Subsidiary to another Subsidiary; (ivv) investments by the Company any Borrower or a any Subsidiary in Athe highest-rated or better commercial paper having a maturity of not more than one year from the date of acquisition; (vvi) investments by advances to employees for travel or relocation in accordance with the Company or a Subsidiary in "money market" fund shares, or in "money market" accounts fully insured by the Federal Deposit Insurance Corporation and sponsored by banks and other financial institutions, provided that such Money market fund or "money market" accounts invest principally in investments ordinary course of the types described in clauses (i), (ii) or (iv) of this subsection 4.1business; and (vivii) loans to employees acquisitions or assets, capital stock or other property which individually and in the aggregate amount are not material to the Borrower or the Subsidiary (assets, capital stock and other property with a fair market value of up to less than $7,500 for 5,000,000 acquired in any individual employee and up to $50,000 to all employees at any one timeone-year period in the aggregate shall not be deemed "material"); provided, however, that each such acquisition can be made in compliance with the other terms of this Agreement, including, without limitation, Section 7.02(1).

Investments in Other Persons. The Company will not make or permit any Subsidiary to make any loan or advance to any Person, or purchase, otherwise acquire, or permit any Subsidiary to purchase or otherwise acquire, the capital stock, assets comprising the business of, obligations of, or any interest in, stock of any Person, except: (i) investments by the Company or a Subsidiary in evidences of indebtedness issued or fully guaranteed by the United States of America and having a maturity of not more than one year from the date of acquisition; (ii) investments by the Company or a Subsidiary in certificates of deposit, notes, acceptances and repurchase agreements having a maturity of not more than one year from the date of acquisition issued by (A) a bank organized in the United States having capital, a combined capital and surplus and undivided profits of at least $250,000,000 or (B) Republic National Bank50,000,000; (iii) loans or advances from the Company to any Subsidiary, a Subsidiary to the Company or from a Subsidiary to another Subsidiary; (iv) investments by the Company or a Subsidiary in A-rated or better commercial paper having a maturity of not more than one year from the date of acquisition;; and (v) investments by the Company or a Subsidiary in "money market" fund shares, or in "money market" accounts fully insured by the Federal Deposit Insurance Corporation and sponsored by banks and other financial institutions, provided that such Money market "money market" fund or "money market" accounts invest principally in investments of the types described in clauses (i), (ii) or (iv) of this subsection 4.1; and (vi) loans to employees in the aggregate amount of up to $7,500 for any individual employee and up to $50,000 to all employees at any one time5.1.

Investments in Other Persons. The Company will not make or permit any Subsidiary to make any loan or advance to any Person, or purchase, otherwise acquire, or permit any Subsidiary to purchase or otherwise acquire, the capital stock, assets comprising the business of, obligations of, or any interest in, any Person, except: (i) investments by the Company or a Subsidiary in evidences of indebtedness issued or fully guaranteed by the United States of America and having a maturity of not more than one year from the date of acquisition; (ii) investments by the Company or a Subsidiary in certificates of deposit, notes, acceptances acceptances, and repurchase agreements fully insured by the Federal Deposit Insurance Corporation and having a maturity of not more than one year from the date of acquisition issued by (A) a bank organized in the United States having capital, surplus and undivided profits of at least $250,000,000 or (B) Republic National Bank;50,000,000. (iii) loans or advances from a Subsidiary to the Company or from a Subsidiary to another Subsidiary; (iv) investments by the Company or a Subsidiary in A-rated or better commercial paper having a maturity of not more than one year from the date of acquisition;: (v) investments by the Company or a Subsidiary in "money market" fund shares, or in "money market" accounts fully insured by the Federal Deposit Insurance Corporation and sponsored by banks and other financial institutions, provided that such Money market "money market" fund or "money market" accounts invest principally in investments of the types described in clauses (i), (ii) or (iv) of this subsection 4.1; and5.1; (vi) loans to employees investments by the Company or a Subsidiary in the aggregate ordinary course of business that are less than $200,000 or of a type and amount that shall be approved by a majority of up to $7,500 for any individual employee and up to $50,000 to all employees at any one timethe members of the Board of Directors of the Company.

Investments in Other Persons. The Company will not make or permit any Subsidiary to make any loan or advance to any Person, or purchase, otherwise acquire, or permit any Subsidiary to purchase or otherwise acquire, the capital stockstock or assets of any Person without the prior approval of the Purchasers, assets comprising the business of, obligations of, or any interest in, any Person, exceptEXCEPT: (i) investments by the Company or a Subsidiary in evidences of indebtedness issued or fully guaranteed by the United States of America and having a maturity of not more than one year from the date of acquisition; (ii) investments by the Company or a Subsidiary in certificates of deposit, notes, acceptances and repurchase agreements having a maturity of not more than one year from the date of acquisition issued by (A) a bank organized in the United States having capital, a combined capital and surplus and undivided profits of at least $250,000,000 or (B) Republic National Bank50,000,000; (iii) loans or advances from the Company to any Subsidiary, a Subsidiary to the Company or from a Subsidiary to another Subsidiary; (iv) investments by the Company or a Subsidiary in A-rated or better commercial paper having a maturity of not more than one year from the date of acquisition; (v) investments by the Company or a Subsidiary in shares of a "money market" fund sharesregistered under the Investment Company Act of 1940, or in "money market" accounts fully insured by the Federal Deposit Insurance Corporation and sponsored by banks and other financial institutions, provided that such Money market "money market" fund or "money market" accounts invest principally in investments of the types described in clauses (i), (ii) or (iv) of this subsection 4.1; (vi) investments existing as of the date of this Agreement identified on SCHEDULE 4.1; (vii) interest rate agreements entered into pursuant to the Senior Credit Agreement in the ordinary course of the Company's business; (viii) repurchase agreements fully collateralized by United States government securities; (ix) operating deposit accounts of the Company and its Subsidiaries; (x) advances to employees in the ordinary course of business in an aggregate amount not to exceed $25,000 outstanding at any time; (xi) loans or advances made to directors, officers, employees and consultants to fund the purchase or exercise price of stock grants or options issued under the Plan or in connection other employee benefit plans of the Company; and (vixii) loans to employees other Investments in the an aggregate amount of up to not exceeding $7,500 for any individual employee and up to $50,000 to all employees 500,000 at any one timetime which have been approved by the Company's Board of Directors.

Investments in Other Persons. The Company will not Without the prior written consent of the Purchasers, make or permit any Subsidiary to make make, any loan or advance to any Person, or purchase, otherwise acquire, or permit any Subsidiary to purchase or otherwise acquire, the any capital stock, assets comprising the business or other property of, obligations of, or any interest in, any Person, except: (i) investments by the Company or a Subsidiary in evidences of indebtedness Indebtedness issued or fully guaranteed by the United States of America and having a maturity of not more than one year from the date of acquisition; (ii) investments by the Company or a Subsidiary in certificates of deposit, notes, acceptances and repurchase agreements having a maturity of not more than one year 13 months from the date of acquisition issued by (A) a bank organized in the United States having capital, surplus and undivided profits of at least $250,000,000 50,000,000 and whose parent holding company has long-term debt rated Aa1 or higher, and whose commercial paper (Bif rated) Republic National Bankis rated Prime 1 by Xxxxx'x Investors Service, Inc., or mutual funds investing in any of the foregoing; (iii) loans or advances from a Subsidiary to the Company or from a Subsidiary to another Subsidiary; (iv) investments by the Company or a Subsidiary in Athe highest-rated or better commercial paper having a maturity of not more than one year from the date of acquisition; (iv) reasonable advances to employees for travel or relocation in accordance with the ordinary course of business and with past practices; (v) investments the transactions contemplated by the Stock Purchase Agreement; (vi) Investments made by the Company or a any Subsidiary in "money market" fund sharesthe Company or any Subsidiary; (vii) Investments the consideration for which is paid for solely with Common Stock, cash or subordinated seller debt, or a combination thereof; (viii) extensions of trade credit in "money market" accounts fully insured the ordinary course of business; (ix) Investments representing non-cash consideration received by the Federal Deposit Insurance Corporation and sponsored by banks and other financial institutions, provided that such Money market fund or "money market" accounts invest principally Company in investments of the types described in clauses (i), (ii) or (iv) of connection with any asset sales permitted under this subsection 4.1Agreement; and (vix) loans other Investments not to employees in the aggregate amount of up to exceed $7,500 for any individual employee and up to $50,000 to all employees 5,000,000 outstanding at any one time.

Investments in Other Persons. The Company will not make or permit any Subsidiary to make any loan or advance to any Person, or purchase, otherwise acquire, or permit any Subsidiary to purchase or otherwise acquire, the capital stock, stock or assets comprising the business of, obligations of, or of any interest in, any Person, Person except: (i) investments by the Company or a Subsidiary in evidences of indebtedness issued or fully guaranteed by the United States of America and having a maturity of not more than one year from the date of acquisition; (ii) investments by the Company or a Subsidiary in certificates of deposit, notes, acceptances and repurchase agreements having a maturity of not more than one year from the date of acquisition issued by (A) a bank organized in the United States having capital, a combined capital and surplus and undivided profits of at least $250,000,000 or (B) Republic National Bank50,000,000; (iii) loans or advances from the Company to any Subsidiary, a Subsidiary to the Company or from a Subsidiary to another Subsidiary; (iv) investments by the Company or a Subsidiary in A-rated or better commercial paper having a maturity of not more than one year from the date of acquisition; (v) investments by the Company or a Subsidiary in shares of a "money market" fund sharesregistered under the Investment Company Act of 1940, or in "money market" accounts fully insured by the Federal Deposit Insurance Corporation and sponsored by banks and other financial institutions, provided that such Money market "money market" fund or "money market" accounts invest principally in investments of the types described in clauses (i), (ii) or (iv) of this subsection 4.1; and (vi) any advance and/or loans to any employees of the Company or any of its Subsidiaries, other Principal Shareholders, in amounts not to exceed $25,000 individually or $100,000 in the aggregate amount of up to $7,500 for any individual employee and up to $50,000 to all employees at any one timeaggregate.

Investments in Other Persons. The Company will not Without the prior written consent ---------------------------- of the Purchaser, make or permit any Subsidiary to make make, any loan or advance to any Person, or purchase, otherwise acquire, or permit any Subsidiary to purchase or otherwise acquire, the any capital stock, assets comprising the business or other property of, obligations of, or any interest in, any Person, except: (i) investments by the Company or a any Subsidiary in evidences of indebtedness issued or fully guaranteed by the United States of America and or any U.S. government agency having a maturity of not more than one year from the date of acquisition; (ii) investments by the Company or a any Subsidiary in certificates of deposit, money market accounts, notes, acceptances and repurchase agreements having a maturity of not more than one year from the date of acquisition issued by (A) a bank organized in the United States having capital, surplus and undivided profits of at least $250,000,000 100,000,000 and whose parent holding company has long-term debt rated Aal or higher, and whose commercial paper (Bif rated) Republic National Bankis rated Prime 1 by Xxxxx'x Investors Service, Inc.; (iii) loans or advances from a Subsidiary to the Company or another Subsidiary or from the Company to a Subsidiary to another Subsidiary; (iv) investments by the Company or a any Subsidiary in Athe highest-rated or better commercial paper having a maturity of not more than one year from the date of acquisition; (v) investments by reasonable advances to employees for travel, relocation or other business expenses in accordance with the Company or a Subsidiary in "money market" fund shares, or in "money market" accounts fully insured by the Federal Deposit Insurance Corporation and sponsored by banks and other financial institutions, provided that such Money market fund or "money market" accounts invest principally in investments ordinary course of the types described in clauses (i), (ii) or (iv) of this subsection 4.1; andbusiness; (vi) loans or advances to employees to enable employees to exercise vested stock options; and (vii) acquisitions of assets, capital stock or other property which individually and in the aggregate amount are not material to the Company or such Subsidiary (assets, capital stock and other property with a fair market value of up to less than $7,500 for 3,000,000 (or its equivalent in any individual employee and up to $50,000 to all employees at other currency) acquired in any one timeone-year period in the aggregate shall not be deemed "material"); provided, however, that -------- ------- each such acquisition can be made in compliance with the other terms of this Agreement.