Common use of Investments, Loans, Acquisitions, Etc Clause in Contracts

Investments, Loans, Acquisitions, Etc. At any time, purchase or otherwise acquire, hold or invest in the Stock of, or any other interest in, any Person, or make any loan or advance to, or enter into any arrangement for the purpose of providing funds or credit to, or make any other investment, whether by way of capital contribution or otherwise, in or with any Person including an Acquisition, or make any payments in respect of the ACE Subordinated Note, or permit any of its Subsidiaries so to do, (all of which are sometimes referred to herein as "INVESTMENTS") except: (a) Investments in short-term domestic and eurodollar certificates of deposit issued by any Lender, or any other commercial bank, trust company or national banking association incorporated under the laws of the United States or any State thereof and having undivided capital surplus and retained earnings exceeding $500,000,000; (b) Investments in short-term direct obligations of the United States of America or agencies thereof which obligations are guaranteed by the United States of America; (c) Investments existing on the Second Restatement Date as set forth in Schedule 8.6; (d) normal business banking accounts and short-term certificates of deposit and time deposits in, or issued by, federally insured institutions; (e) commercial paper maturing not in excess of 270 days from the date of acquisition and rated P-1 by Xxxxx'x or A-1 by S&P on the date of acquisition thereof; (f) Indebtedness (which Indebtedness shall not have a maturity in excess of one year) which is rated A or better by Xxxxx'x or S&P on the date of acquisition thereof; (g) prior to the Existing Arch Senior Note Termination Date, the Borrower or any of its Subsidiaries may make loans or advances to Arch or any of its Subsidiaries; (h) Acquisitions of Persons in the wireless messaging industry made by the Borrower or any of its Subsidiaries, provided that: (i) the Acquisition Consideration of each such Acquisition shall not exceed $25,000,000 individually or $50,000,000 in the aggregate for all such Acquisitions made in any 24 month period, (ii) immediately before and after giving effect to each such Acquisition, (A) no Default or Event of Default shall exist, (B) the Total Leverage Ratio shall be less than or equal to 4.75:1.00, and (C) the API Leverage Ratio shall be less than or equal to 2.50:1.00, (iii) the representations and warranties set forth in Section 4 (other than Section 4.1 to the extent that Schedule 4.1 does not reflect the Acquisition in question) are true and correct, and (iv) the Administrative Agent shall have received with sufficient copies for each Lender (A) ten Business Days' prior written notice thereof, (B) a certificate of a Financial Officer of the Borrower as to the matters set forth in clauses (i) through (iii) above, (C) unaudited Consolidated pro-forma balance sheets and the Consolidated pro-forma statements of operations of the Borrower and its Subsidiaries presenting the pro-forma Consolidated financial condition of the Borrower and its Subsidiaries and the pro-forma Consolidated statements of operations of the Borrower and its Subsidiaries through the Tranche C Maturity Date, (D) a Compliance Certificate on a pro forma basis giving effect to such Acquisition, (E) such other documents as may be requested by the Administrative Agent or its counsel in order for the Administrative Agent to obtain a perfected first priority security interest in the Property or Stock so acquired under the Collateral Documents or the Triggering Collateral Documents solely to the extent that (x) such Collateral Documents or the Triggering Collateral Documents are effective and (y) a security interest has been granted by the Person making the Acquisition in the type of Property or Stock being acquired, and (F) such other information or documents as the Administrative Agent shall have reasonably requested; (i) Investments consisting of the Existing Intercompany Notes; (j) Investments by the Borrower or any of its Subsidiaries (other than Xxxxxx Investments until such time as Xxxxxx Investments ceases to be an Unrestricted Subsidiary under and as defined in the Existing Arch Senior Indentures, has become a Subsidiary Guarantor and has granted a security interest to the Collateral Agent in its assets) in Intercompany Subordinated Debt, provided, however, that (A) any such loan is evidenced by a subordinated promissory note in form and substance satisfactory to the Administrative Agent which is delivered to the Appropriate Party under the applicable Collateral Document, and (B) no Default or Event of Default would exist before or after giving effect thereto; (k) Investments by the Borrower in Xxxxxx Investments consisting solely of the ACE Subordinated Note, which ACE Subordinated Note shall be in form and substance satisfactory to the Administrative Agent and shall, among other things, prohibit any payments thereunder if a Default or Event of Default would exist and be continuing immediately before and after giving effect thereto and which shall limit any payments to be made thereunder during any period to the amount permitted to be applied during such period to Additional Xxxxxx Investments pursuant to Section 8.6(l), provided that the Administrative Agent shall have received a certificate of a Financial Officer of the Borrower, attaching a true and correct copy of such ACE Subordinated Note; (l) Additional Xxxxxx Investments, PROVIDED THAT: (i) an amendment to the Shareholders' Agreement, dated as of September 23, 1994, among Xxxxxx, Westlink and Xxxx Xxxxx, as previously amended prior to the date hereof, shall have been executed and shall have become effective, such amendment to be in all respects satisfactory to the Administrative Agent, provided that the Administrative Agent shall have received a certificate of an officer of the Borrower, attaching a true and correct copy of such amendment; (ii) immediately before or after giving effect to any such Additional Xxxxxx Investment, no Default or Event of Default shall exist, (iii) prior to the Existing Arch Senior Note Termination Date, the amount of such Additional Xxxxxx Investments shall not exceed $10,000,000 in the aggregate in any one fiscal year of the Borrower and $25,000,000 in the aggregate for all such Additional Xxxxxx Investments, and (iv) on and after the Existing Arch Senior Note Termination Date, Additional Xxxxxx Investments may be made so long as before and after giving effect thereto, the API Leverage Ratio is less than or equal to 2:00:1.00; (m) payments by the Borrower in respect of the ACE Subordinated Note, provided that (i) no Default or Event of Default would exist and be continuing immediately before and after giving effect thereto, (ii) the amount of any such payment shall not exceed the amount of Additional Xxxxxx Investments permitted to be made to Xxxxxx pursuant to the provisions of Section 8.6(l) as of the date such payment is made, and (iii) the proceeds of any such payment shall be used promptly and solely as an Additional Xxxxxx Investment; and (n) other Investments, provided that (i) no Default or Event of Default shall exist both before and after giving effect thereto, (ii) the Borrower shall have delivered financial statements pursuant to Section 7.1(a) or (b) that demonstrate that the Total Leverage Ratio has been less than 3.00:1:00 for the immediately preceding two consecutive fiscal quarters, and (iii) the Total Leverage Ratio would not be greater than or equal to 3.00:1.00 after giving effect thereto.

Investments, Loans, Acquisitions, Etc. At The Borrowers will not, and will not permit any timeof their Restricted Subsidiaries to, purchase or otherwise acquirepurchase, hold or invest in acquire (including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to such merger), any Capital Stock, evidence of indebtedness or other securities (including any option, warrant, or other right to acquire any of the Stock 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 make any loan purchase or advance tootherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets or Capital Stock of a Person, or enter into any arrangement for the purpose assets of providing funds any other Person that constitute a business unit or credit todivision of any other Person, or make create or form any other investment, whether by way of capital contribution or otherwise, in or with any Person including an Acquisition, or make any payments in respect of the ACE Subordinated Note, or permit any of its Subsidiaries so to do, Subsidiary (all of which are sometimes referred to herein as "INVESTMENTS") the foregoing being collectively called “Investments”), except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in short-term domestic and eurodollar certificates of deposit issued by any Lender, or any other commercial bank, trust company or national banking association incorporated under the laws of the United States or any State thereof and having undivided capital surplus and retained earnings exceeding $500,000,000Subsidiaries); (b) Investments in short-term direct obligations of the United States of America or agencies thereof which obligations are guaranteed by the United States of AmericaPermitted Investments; (c) Investments existing on Guarantees constituting Indebtedness permitted by Section 7.1; provided, that the Second Restatement Date as aggregate principal amount of Indebtedness of Restricted Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in Schedule 8.6; clause (d) normal business banking accounts and short-term certificates of deposit and time deposits in, or issued by, federally insured institutions; (e) commercial paper maturing not in excess of 270 days from the date of acquisition and rated P-1 by Xxxxx'x or A-1 by S&P on the date of acquisition thereof; (f) Indebtedness (which Indebtedness shall not have a maturity in excess of one year) which is rated A or better by Xxxxx'x or S&P on the date of acquisition thereof; (g) prior to the Existing Arch Senior Note Termination Date, the Borrower or any of its Subsidiaries may make loans or advances to Arch or any of its Subsidiaries; (h) Acquisitions of Persons in the wireless messaging industry made by the Borrower or any of its Subsidiaries, provided that: (i) the Acquisition Consideration of each such Acquisition shall not exceed $25,000,000 individually or $50,000,000 in the aggregate for all such Acquisitions made in any 24 month period, (ii) immediately before and after giving effect to each such Acquisition, (A) no Default or Event of Default shall exist, (B) the Total Leverage Ratio shall be less than or equal to 4.75:1.00, and (C) the API Leverage Ratio shall be less than or equal to 2.50:1.00, (iii) the representations and warranties set forth in Section 4 (other than Section 4.1 to the extent that Schedule 4.1 does not reflect the Acquisition in question) are true and correct, and (iv) the Administrative Agent shall have received with sufficient copies for each Lender (A) ten Business Days' prior written notice thereof, (B) a certificate of a Financial Officer of the Borrower as to the matters set forth in clauses (i) through (iii) above, (C) unaudited Consolidated pro-forma balance sheets and the Consolidated pro-forma statements of operations of the Borrower and its Subsidiaries presenting the pro-forma Consolidated financial condition of the Borrower and its Subsidiaries and the pro-forma Consolidated statements of operations of the Borrower and its Subsidiaries through the Tranche C Maturity Date, (D) a Compliance Certificate on a pro forma basis giving effect to such Acquisition, (E) such other documents as may be requested by the Administrative Agent or its counsel in order for the Administrative Agent to obtain a perfected first priority security interest in the Property or Stock so acquired under the Collateral Documents or the Triggering Collateral Documents solely to the extent that (x) such Collateral Documents or the Triggering Collateral Documents are effective and (y) a security interest has been granted by the Person making the Acquisition in the type of Property or Stock being acquired, and (F) such other information or documents as the Administrative Agent shall have reasonably requestedhereof; (i) Investments consisting made by the Borrowers in or to any Restricted Subsidiary and by any Restricted Subsidiary to the Borrowers or in or to another Restricted Subsidiary; provided, that the aggregate amount of Investments by Loan Parties in or to, and Guarantees by Loan Parties of Indebtedness of any Restricted Subsidiary that is not a Subsidiary Loan Party (including all such Investments and Guarantees existing on the Closing Date) shall not exceed $7,500,000 (or such greater amount agreed to by the Administrative Agent) at any time outstanding; (ii) (x) the South Bay Guaranty and (y) Investments made by a Borrower or a Restricted Subsidiary in or to the Unrestricted Subsidiary so long as the aggregate amount of Investments by the Borrowers or any Restricted Subsidiary in the Unrestricted Subsidiary under this clause (y) shall not exceed $8,000,000 at any time outstanding (the “South Bay Investment”); (e) loans or advances to employees, officers or directors of the Existing Intercompany NotesBorrowers or any Restricted Subsidiary in the ordinary course of business for travel, relocation and related expenses and advances of payroll payments; provided, however, that the aggregate amount of all such loans and advances does not exceed $1,000,000 at any time; (f) Investments (including debt obligations and equity interests) received in connection with the bankruptcy or reorganization of any Person and in settlement of obligations of, or other 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; (g) Hedging Transactions permitted by Section 7.10; (h) Permitted Acquisitions; (i) Customary and reasonable indemnity obligations entered into in connection with any Permitted Acquisition or any disposition permitted by Section 7.6, to the extent permitted by Section 7.1(i); (j) Investments consisting of Liens, Indebtedness, fundamental changes or dispositions otherwise expressly permitted by the Borrower or any of its Subsidiaries (other than Xxxxxx Investments until such time as Xxxxxx Investments ceases to be an Unrestricted Subsidiary under Section 7.1, Section 7.2, Section 7.3 and as defined in the Existing Arch Senior Indentures, has become a Subsidiary Guarantor and has granted a security interest to the Collateral Agent in its assets) in Intercompany Subordinated Debt, provided, however, that (A) any such loan is evidenced by a subordinated promissory note in form and substance satisfactory to the Administrative Agent which is delivered to the Appropriate Party under the applicable Collateral Document, and (B) no Default or Event of Default would exist before or after giving effect theretoSection 7.6; (k) Investments by the Borrower in Xxxxxx Investments consisting solely of Guarantees of the ACE Subordinated Note, which ACE Subordinated Note shall be obligations of others so long as (i) such Guarantees do not constitute Guarantees of Indebtedness for borrowed money and (ii) such Guarantees are entered into in form and substance satisfactory to the Administrative Agent and shall, among other things, prohibit any payments thereunder if a Default or Event ordinary course of Default would exist and be continuing immediately before and after giving effect thereto and which shall limit any payments to be made thereunder during any period to the amount permitted to be applied during such period to Additional Xxxxxx Investments pursuant to Section 8.6(l), provided that the Administrative Agent shall have received a certificate of a Financial Officer of the Borrower, attaching a true and correct copy of such ACE Subordinated Note;business; and (l) Additional Xxxxxx Investments, PROVIDED THAT: (i) other Investments in an amendment aggregate amount not to the Shareholders' Agreement, dated as of September 23, 1994, among Xxxxxx, Westlink and Xxxx Xxxxx, as previously amended prior to the date hereof, shall have been executed and shall have become effective, such amendment to be in all respects satisfactory to the Administrative Agent, provided that the Administrative Agent shall have received a certificate of an officer of the Borrower, attaching a true and correct copy of such amendment; (ii) immediately before or after giving effect to any such Additional Xxxxxx Investment, no Default or Event of Default shall exist, (iii) prior to the Existing Arch Senior Note Termination Date, the amount of such Additional Xxxxxx Investments shall not exceed $10,000,000 in the aggregate 2,500,000 in any one fiscal year of the Borrower and $25,000,000 in the aggregate for all such Additional Xxxxxx Investments, and (iv) on and after the Existing Arch Senior Note Termination Date, Additional Xxxxxx Investments may be made so long as before and after giving effect thereto, the API Leverage Ratio is less than or equal to 2:00:1.00; (m) payments by the Borrower in respect of the ACE Subordinated Note, provided that (i) no Default or Event of Default would exist and be continuing immediately before and after giving effect thereto, (ii) the amount of any such payment shall not exceed the amount of Additional Xxxxxx Investments permitted to be made to Xxxxxx pursuant to the provisions of Section 8.6(l) as of the date such payment is made, and (iii) the proceeds of any such payment shall be used promptly and solely as an Additional Xxxxxx Investment; and (n) other Investments, provided that (i) no Default or Event of Default shall exist both before and after giving effect thereto, (ii) the Borrower shall have delivered financial statements pursuant to Section 7.1(a) or (b) that demonstrate that the Total Leverage Ratio has been less than 3.00:1:00 for the immediately preceding two consecutive fiscal quarters, and (iii) the Total Leverage Ratio would not be greater than or equal to 3.00:1.00 after giving effect theretoFiscal Year.

Investments, Loans, Acquisitions, Etc. At The Borrower shall not, and shall not permit any timeof the Guarantors to, purchase directly or otherwise acquireindirectly, hold make or invest in the Stock of, or permit to exist any other interest in, any Person, Investment or make any loan Acquisition, except that the Borrower and the Guarantors may permit to exist and, so long as no Default or advance toEvent of Default then exists or would be caused thereby, the Borrower and the Guarantors may make, any of the following Investments: (i) Investments by the Borrower or enter Guarantors in the Borrower or Guarantors or (ii) any Investments in direct or indirect wholly-owned Subsidiaries of the Borrower or Guarantors that become Guarantors; (b) Investments under Swap Agreements entered into any arrangement in the ordinary course of business for the purpose of providing funds or credit to, or make any other investment, whether by way of capital contribution or otherwise, in or with any Person including an Acquisition, or make any payments in respect of the ACE Subordinated Note, or permit any of its Subsidiaries so to do, (all of which are sometimes referred to herein as "INVESTMENTS") except:minimising risk and not for speculative purposes; (ac) Investments in short-term domestic marketable, direct obligations of the United States of America, its agencies and eurodollar instrumentalities maturing within 365 days of the date of purchase; (d) Investments in commercial paper issued by corporations, each of which shall have a net worth of at least USD 100,000,000 and each of which conducts a substantial part of its business in the United States of America, maturing within 270 days from the date of the original issue thereof, and which at the time of Acquisition has the highest rating by Xxxxx’x Investors Service, Inc. or Standard and Poor’s Corporation; (e) Investments in bankers’ acceptances, and certificates of deposit maturing within 365 days of the date of purchase that are issued by any Lenderby, or any other time deposits maintained with, a commercial bank, trust company or national banking association incorporated bank organized under the laws of the United States or any State thereof and having undivided capital surplus and retained earnings exceeding $500,000,000; (b) Investments in short-term direct obligations of the United States of America or agencies any state thereof which obligations are guaranteed or any country that is a member of the Organization of Economic Cooperation and Development or a political subdivision of any such country, having capital, surplus and undivided profits totaling more than USD 100,000,000 and that have the highest rating by the United States of America; (c) Investments existing on the Second Restatement Date as set forth in Schedule 8.6; (d) normal business banking accounts Xxxxx’x Investors Service, Inc. or Standard and short-term certificates of deposit and time deposits in, or issued by, federally insured institutions; (e) commercial paper maturing not in excess of 270 days from the date of acquisition and rated P-1 by Xxxxx'x or A-1 by S&P on the date of acquisition thereofPoor’s Corporation; (f) Indebtedness (which Indebtedness shall not have a maturity in excess of one year) which is rated A or better by Xxxxx'x or S&P on the date of acquisition thereofPermitted Acquisitions; (g) prior Other Investments up to the Existing Arch Senior Note Termination Date, the Borrower or any of its Subsidiaries may make loans or advances to Arch or any of its SubsidiariesUSD 5,000,000; (h) Acquisitions Investments in “money market funds” within the meaning of Persons in the wireless messaging industry made by the Borrower or any of its Subsidiaries, provided that: (i) the Acquisition Consideration of each such Acquisition shall not exceed $25,000,000 individually or $50,000,000 in the aggregate for all such Acquisitions made in any 24 month period, (ii) immediately before and after giving effect to each such Acquisition, (A) no Default or Event of Default shall exist, (B) the Total Leverage Ratio shall be less than or equal to 4.75:1.00, and (C) the API Leverage Ratio shall be less than or equal to 2.50:1.00, (iii) the representations and warranties set forth in Section 4 (other than Section 4.1 to the extent that Schedule 4.1 does not reflect the Acquisition in question) are true and correct, and (iv) the Administrative Agent shall have received with sufficient copies for each Lender (A) ten Business Days' prior written notice thereof, (B) a certificate of a Financial Officer Rule 2a-7 of the Borrower Investment Company Act of 1940, as to the matters set forth in clauses (i) through (iii) above, (C) unaudited Consolidated pro-forma balance sheets and the Consolidated pro-forma statements of operations of the Borrower and its Subsidiaries presenting the pro-forma Consolidated financial condition of the Borrower and its Subsidiaries and the pro-forma Consolidated statements of operations of the Borrower and its Subsidiaries through the Tranche C Maturity Date, (D) a Compliance Certificate on a pro forma basis giving effect to such Acquisition, (E) such other documents as may be requested by the Administrative Agent or its counsel in order for the Administrative Agent to obtain a perfected first priority security interest in the Property or Stock so acquired under the Collateral Documents or the Triggering Collateral Documents solely to the extent that (x) such Collateral Documents or the Triggering Collateral Documents are effective and (y) a security interest has been granted by the Person making the Acquisition in the type of Property or Stock being acquired, and (F) such other information or documents as the Administrative Agent shall have reasonably requestedamended; (i) Investments consisting received in connection with the bankruptcy or reorganisation of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case, in the Existing Intercompany Notesordinary course of business; (j) Investments by the Borrower or any of its Subsidiaries (other than Xxxxxx Investments until such time as Xxxxxx Investments ceases to be an Unrestricted Subsidiary under trade credit extended on usual and as defined customary terms in the Existing Arch Senior Indentures, has become a Subsidiary Guarantor and has granted a security interest to the Collateral Agent in its assets) in Intercompany Subordinated Debt, provided, however, that (A) any such loan is evidenced by a subordinated promissory note in form and substance satisfactory to the Administrative Agent which is delivered to the Appropriate Party under the applicable Collateral Document, and (B) no Default or Event ordinary course of Default would exist before or after giving effect theretobusiness; (k) Investments by the Borrower loans to shareholders, directors or officers in Xxxxxx Investments consisting solely of the ACE Subordinated Note, which ACE Subordinated Note shall be in form and substance satisfactory an aggregate amount for all such loans not to the Administrative Agent and shall, among other things, prohibit exceed USD 500,000 at any payments thereunder if a Default or Event of Default would exist and be continuing immediately before and after giving effect thereto and which shall limit any payments to be made thereunder during any period to the amount permitted to be applied during such period to Additional Xxxxxx Investments pursuant to Section 8.6(l), provided that the Administrative Agent shall have received a certificate of a Financial Officer of the Borrower, attaching a true and correct copy of such ACE Subordinated Note;one time outstanding; and (l) Additional Xxxxxx Investments, PROVIDED THAT: (i) an amendment advances to the Shareholders' Agreement, dated as of September 23, 1994, among Xxxxxx, Westlink and Xxxx Xxxxx, as previously amended prior employees to the date hereof, shall have been executed and shall have become effective, meet expenses incurred by such amendment to be in all respects satisfactory to the Administrative Agent, provided that the Administrative Agent shall have received a certificate of an officer of the Borrower, attaching a true and correct copy of such amendment; (ii) immediately before or after giving effect to any such Additional Xxxxxx Investment, no Default or Event of Default shall exist, (iii) prior to the Existing Arch Senior Note Termination Date, the amount of such Additional Xxxxxx Investments shall not exceed $10,000,000 employees in the ordinary course of business in an aggregate in amount or all such advances not to exceed USD 500,000 at any one fiscal year of the Borrower and $25,000,000 in the aggregate for all such Additional Xxxxxx Investments, and (iv) on and after the Existing Arch Senior Note Termination Date, Additional Xxxxxx Investments may be made so long as before and after giving effect thereto, the API Leverage Ratio is less than or equal to 2:00:1.00; (m) payments by the Borrower in respect of the ACE Subordinated Note, provided that (i) no Default or Event of Default would exist and be continuing immediately before and after giving effect thereto, (ii) the amount of any such payment shall not exceed the amount of Additional Xxxxxx Investments permitted to be made to Xxxxxx pursuant to the provisions of Section 8.6(l) as of the date such payment is made, and (iii) the proceeds of any such payment shall be used promptly and solely as an Additional Xxxxxx Investment; and (n) other Investments, provided that (i) no Default or Event of Default shall exist both before and after giving effect thereto, (ii) the Borrower shall have delivered financial statements pursuant to Section 7.1(a) or (b) that demonstrate that the Total Leverage Ratio has been less than 3.00:1:00 for the immediately preceding two consecutive fiscal quarters, and (iii) the Total Leverage Ratio would not be greater than or equal to 3.00:1.00 after giving effect theretotime outstanding.

Investments, Loans, Acquisitions, Etc. At The Borrower will not, and will not permit any timeof its Consolidated Subsidiaries to, purchase or otherwise acquirepurchase, hold or invest in acquire (including pursuant to any merger with any Person that was not a Wholly-Owned Subsidiary prior to such merger), any common stock, evidence of indebtedness or other securities (including any option, warrant, or other right to acquire any of the Stock 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 Person, or make any loan or advance to, or enter into any arrangement for the purpose of providing funds or credit to, or make any other investment, whether by way of capital contribution or otherwise, in or with any Person including an Acquisition, or make any payments in respect of the ACE Subordinated Note, or permit any of its Subsidiaries so to do, (all of the foregoing being collectively called “Investments”, which are sometimes referred to herein as "INVESTMENTS") term shall include all Restricted Investments but shall exclude all Acquisitions and shall exclude the rendition of services and provision of property or any charge therefor), or consummate any Acquisitions, except: (a) Investments in short-term domestic and eurodollar certificates of deposit issued by any Lender, or any other commercial bank, trust company or national banking association incorporated under the laws of the United States or any State thereof and having undivided capital surplus and retained earnings exceeding $500,000,000Permitted Investments; (b) Investments in short-term direct obligations Guarantees constituting Indebtedness not prohibited by Section 6.1; provided, that the aggregate principal amount of the United States Indebtedness of America Consolidated Subsidiaries or agencies thereof which obligations are guaranteed any other entity that is Guaranteed by the United States of AmericaBorrower or any other Consolidated Subsidiary shall be subject to the limitations set forth in clauses (c) and (d) hereof; (c) Investments by (i) the Borrower in its domestic Consolidated Subsidiaries; (ii) the Borrower and its domestic Consolidated Subsidiaries in all Foreign Subsidiaries and (iii) all Foreign Subsidiaries in all domestic Consolidated Subsidiaries and in the Borrower, all to the extent existing on March 31, 2004 and identified on Schedule 4.16 hereof (provided, however, that where offsetting Investments exist between any two Persons, all such Investments between such Persons existing on March 31, 2004 shall be deemed permitted under this Section 6.4(c) even though Schedule 4.16 gives effect to the Second Restatement Date as set forth netting of such Investments between those Persons by disclosing only a single investment by one Person in Schedule 8.6the other Person); (d) normal business banking accounts and short-term certificates of deposit and time deposits in, or issued by, federally insured institutions; (e) commercial paper maturing not in excess of 270 days from the date of acquisition and rated P-1 by Xxxxx'x or A-1 by S&P on the date of acquisition thereof; (f) Indebtedness (which Indebtedness shall not have a maturity in excess of one year) which is rated A or better by Xxxxx'x or S&P on the date of acquisition thereof; (g) prior to the Existing Arch Senior Note Termination Date, the Borrower or any of its Subsidiaries may make loans or advances to Arch or any of its Subsidiaries; (h) Acquisitions of Persons in the wireless messaging industry made by the Borrower or any of its Subsidiaries, provided that: (i) the Acquisition Consideration of each such Acquisition shall not exceed $25,000,000 individually or $50,000,000 in the aggregate for all such Acquisitions made in any 24 month period, (ii) immediately before and after giving effect to each such Acquisition, (A) no Default or Event of Default shall exist, (B) the Total Leverage Ratio shall be less than or equal to 4.75:1.00, and (C) the API Leverage Ratio shall be less than or equal to 2.50:1.00, (iii) the representations and warranties set forth in Section 4 Investments (other than Section 4.1 to Investments in Consolidated Subsidiaries in the extent that Schedule 4.1 does not reflect form of loans and Investments resulting from the Acquisition in questionCapital Management Subsidiary Transfer) are true and correctmade after March 31, and (iv) the Administrative Agent shall have received with sufficient copies for each Lender (A) ten Business Days' prior written notice thereof, (B) a certificate of a Financial Officer of the Borrower as to the matters set forth in clauses (i) through (iii) above, (C) unaudited Consolidated pro-forma balance sheets and the Consolidated pro-forma statements of operations of 2004 by the Borrower and its Consolidated Subsidiaries presenting the pro-forma in all Consolidated financial condition of the Borrower Subsidiaries (domestic or foreign) and its Subsidiaries and the pro-forma Consolidated statements of operations of the Borrower and its Subsidiaries through the Tranche C Maturity Date, all Restricted Investments (D) a Compliance Certificate on a pro forma basis giving effect to such Acquisition, (E) such other documents as may be requested by the Administrative Agent or its counsel in order for the Administrative Agent to obtain a perfected first priority security interest whether in the Property form of loans or Stock so acquired under the Collateral Documents or the Triggering Collateral Documents solely to the extent that (xequity) such Collateral Documents or the Triggering Collateral Documents are effective and (y) a security interest has been granted by the Person making the Acquisition in the type of Property or Stock being acquired, and (F) such other information or documents as the Administrative Agent shall have reasonably requested; (i) Investments consisting of the Existing Intercompany Notes; (j) Investments by the Borrower or made at any of its Subsidiaries (other than Xxxxxx Investments until such time as Xxxxxx Investments ceases to be an Unrestricted Subsidiary under and as defined in the Existing Arch Senior Indentures, has become a Subsidiary Guarantor and has granted a security interest to the Collateral Agent in its assets) in Intercompany Subordinated Debt, time; provided, however, that the Aggregate Net Amount (Adefined below) any such loan is evidenced by a subordinated promissory note in form and substance satisfactory to the Administrative Agent which is delivered to the Appropriate Party under the applicable Collateral Document, and (B) no Default or Event of Default would exist before or after giving effect thereto; (k) Investments by the Borrower in Xxxxxx Investments consisting solely of the ACE Subordinated Note, which ACE Subordinated Note shall be in form and substance satisfactory to the Administrative Agent and shall, among other things, prohibit any payments thereunder if a Default or Event of Default would exist and be continuing immediately before and after giving effect thereto and which shall limit any payments to be made thereunder during any period to the amount permitted to be applied during such period to Additional Xxxxxx Investments pursuant to Section 8.6(l), provided that the Administrative Agent shall have received a certificate of a Financial Officer of the Borrower, attaching a true and correct copy of such ACE Subordinated Note; (l) Additional Xxxxxx Investments and Restricted Investments, PROVIDED THAT: (i) an amendment to the Shareholders' Agreementwithout duplication, dated as of September 23, 1994, among Xxxxxx, Westlink and Xxxx Xxxxx, as previously amended prior to the date hereof, shall have been executed and shall have become effective, such amendment to be in all respects satisfactory to the Administrative Agent, provided that the Administrative Agent shall have received a certificate of an officer of the Borrower, attaching a true and correct copy of such amendment; (ii) immediately before or after giving effect to any such Additional Xxxxxx Investment, no Default or Event of Default shall exist, (iii) prior to the Existing Arch Senior Note Termination Date, the amount of such Additional Xxxxxx Investments shall not exceed $10,000,000 in the aggregate in any one fiscal year of the Borrower and $25,000,000 in the aggregate for all such Additional Xxxxxx Investments, and (iv) on and after the Existing Arch Senior Note Termination Date, Additional Xxxxxx Investments may be made so long as before and after giving effect thereto, the API Leverage Ratio is less than or equal to 2:00:1.00; (m) payments by the Borrower in respect of the ACE Subordinated Note, provided that (i) no Default or Event of Default would exist and be continuing immediately before and after giving effect thereto, (ii) the amount of any such payment shall not exceed the amount of Additional Xxxxxx Investments permitted to be made to Xxxxxx pursuant to the provisions of Section 8.6(l) as of the date such payment is made, and (iii) the proceeds of any such payment shall be used promptly and solely as an Additional Xxxxxx Investment; and (n) other Investments, provided that (i) no Default or Event of Default shall exist both before and after giving effect thereto, (ii) the Borrower shall have delivered financial statements pursuant to Section 7.1(a) or (b) that demonstrate that the Total Leverage Ratio has been less than 3.00:1:00 for the immediately preceding two consecutive fiscal quarters, and (iii) the Total Leverage Ratio would not be greater than or equal to 3.00:1.00 after giving effect thereto200,000,000.

Investments, Loans, Acquisitions, Etc. At any timeThe Borrower shall not, purchase or otherwise acquire, hold or invest in the Stock of, or any other interest in, any Person, or make any loan or advance to, or enter into any arrangement for the purpose of providing funds or credit to, or make any other investment, whether by way of capital contribution or otherwise, in or with any Person including an Acquisition, or make any payments in respect of the ACE Subordinated Note, or and shall not permit any of its Subsidiaries to, directly or indirectly, make or permit to exist any Investment or make any Acquisition, except that the Borrower and its Subsidiaries may permit to exist and, so to dolong as no Default or Event of Default then exists or would be caused thereby, (all the Borrower and its Subsidiaries may make, any of which are sometimes referred to herein as "INVESTMENTS") exceptthe following Investments: (a) Investments by the Borrower or Subsidiary Guarantors in shortthe Borrower or the Subsidiary Guarantors or the creation by the Borrower or Subsidiary Guarantors of new direct or indirect wholly-term domestic owned Subsidiaries that become Subsidiary Guarantors in accordance with the provisions of Section 8.27 (Certain Obligations Respecting Subsidiaries); (b) reserved; (c) (i) Investments by a Subsidiary of the Borrower that is not a Subsidiary Guarantor in other Subsidiaries of the Borrower that are not Loan Parties and eurodollar (ii) Acquisitions by Subsidiaries of the Borrower that are not Subsidiary Guarantors from Subsidiaries of the Borrower that are not Subsidiary Guarantors; (d) Investments under Interest Rate Protection Agreements or other Swap Agreements entered into in the ordinary course of business for the purpose of minimizing risk and not for speculative purposes; (e) Investments in marketable, direct obligations of the federal government of the United States of America, its agencies and instrumentalities maturing within 365 days of the date of purchase; (f) Investments in commercial paper issued by corporations, each of which shall have a net worth of at least $100 million and each of which conducts a substantial part of its business in the United States of America, maturing within 270 days from the date of the original issue thereof, and which at the time of acquisition has the highest rating by Xxxxx’x Investors Service, Inc. or Standard and Poor’s Corporation; (g) Investments in bankers’ acceptances, and certificates of deposit maturing within 365 days of the date of purchase that are issued by any Lenderby, or any other time deposits maintained with, a commercial bank, trust company or national banking association incorporated bank organized under the laws of the United States or any State thereof and having undivided capital surplus and retained earnings exceeding $500,000,000; (b) Investments in short-term direct obligations of the United States of America or agencies any state thereof which obligations are guaranteed by the United States of America; (c) Investments existing on the Second Restatement Date as set forth in Schedule 8.6; (d) normal business banking accounts and short-term certificates of deposit and time deposits in, or issued by, federally insured institutions; (e) commercial paper maturing not in excess of 270 days from the date of acquisition and rated P-1 by Xxxxx'x or A-1 by S&P on the date of acquisition thereof; (f) Indebtedness (which Indebtedness shall not have a maturity in excess of one year) which is rated A or better by Xxxxx'x or S&P on the date of acquisition thereof; (g) prior to the Existing Arch Senior Note Termination Date, the Borrower or any country that is a member of its Subsidiaries may make loans the Organization of Economic Cooperation and Development or advances to Arch a political subdivision of any such country, having capital, surplus and undivided profits totaling more than $100 million and that have the highest rating by Xxxxx’x Investors Service, Inc. or any of its SubsidiariesStandard and Poor’s Corporation; (h) Acquisitions of Persons Investments in the wireless messaging industry made form of loans and advances by the Borrower or any of its Subsidiaries, provided that: (i) the Acquisition Consideration of each such Acquisition shall not exceed $25,000,000 individually or $50,000,000 a Subsidiary Guarantor in the aggregate for all such Acquisitions made in any 24 month period, (ii) immediately before and after giving effect to each such Acquisition, (A) no Default or Event of Default shall exist, (B) the Total Leverage Ratio shall be less than or equal to 4.75:1.00, and (C) the API Leverage Ratio shall be less than or equal to 2.50:1.00, (iii) the representations and warranties set forth in Section 4 (other than Section 4.1 to the extent that Schedule 4.1 does not reflect the Acquisition in question) are true and correct, and (iv) the Administrative Agent shall have received with sufficient copies for each Lender (A) ten Business Days' prior written notice thereof, (B) a certificate of a Financial Officer Subsidiaries of the Borrower as to the matters set forth in clauses (i) through (iii) above, (C) unaudited Consolidated pro-forma balance sheets and the Consolidated pro-forma statements of operations of the Borrower and its Subsidiaries presenting the pro-forma Consolidated financial condition of the Borrower and its Subsidiaries and the pro-forma Consolidated statements of operations of the Borrower and its Subsidiaries through the Tranche C Maturity Date, (D) a Compliance Certificate on a pro forma basis giving effect to such Acquisition, (E) such other documents as may be requested by the Administrative Agent or its counsel in order for the Administrative Agent to obtain a perfected first priority security interest in the Property or Stock so acquired under the Collateral Documents or the Triggering Collateral Documents solely to the extent that (x) such Collateral Documents or the Triggering Collateral Documents are effective and (y) a security interest has been granted by the Person making the Acquisition in the type of Property or Stock being acquired, and (F) such other information or documents as the Administrative Agent shall have reasonably requested;not Loan Parties; provided that (i) Investments consisting of the Existing Intercompany Notes; (j) Investments by the Borrower or any of its Subsidiaries (other than Xxxxxx Investments until such time as Xxxxxx Investments ceases to be an Unrestricted Subsidiary under and as defined in the Existing Arch Senior Indentures, has become a Subsidiary Guarantor and has granted a security interest to the Collateral Agent in its assets) in Intercompany Subordinated Debt, provided, however, that (A) any such loan is evidenced by a subordinated promissory note in form and substance satisfactory to the Administrative Agent which is delivered to the Appropriate Party under the applicable Collateral Document, and (B) no Default or Event of Default would exist before or after giving effect thereto; (k) Investments by the Borrower in Xxxxxx Investments consisting solely of the ACE Subordinated Note, which ACE Subordinated Note shall be in form and substance satisfactory to the Administrative Agent and shall, among other things, prohibit any payments thereunder if a Default or Event of Default would exist and be continuing immediately before and after giving effect thereto and which shall limit any payments to be made thereunder during any period to the amount permitted to be applied during such period to Additional Xxxxxx Investments pursuant to Section 8.6(l), provided that the Administrative Agent shall have received a certificate of a Financial Officer of the Borrower, attaching a true and correct copy of such ACE Subordinated Note; (l) Additional Xxxxxx Investments, PROVIDED THAT: (i) an amendment to the Shareholders' Agreement, dated as of September 23, 1994, among Xxxxxx, Westlink and Xxxx Xxxxx, as previously amended prior to the date hereof, shall have been executed and shall have become effective, such amendment to be in all respects satisfactory to the Administrative Agent, provided that the Administrative Agent shall have received a certificate of an officer of the Borrower, attaching a true and correct copy of such amendment; (ii) immediately before or after giving effect to any such Additional Xxxxxx Investment, no Default or Event of Default shall exist, (iii) prior to the Existing Arch Senior Note Termination Date, the amount of such Additional Xxxxxx Investments shall not exceed $10,000,000 in the aggregate in any one fiscal year of the Borrower and $25,000,000 in the aggregate for all such Additional Xxxxxx Investments, and (iv) on and after the Existing Arch Senior Note Termination Date, Additional Xxxxxx Investments may be made so long as before and after giving effect thereto, the API Leverage Ratio is less than or equal to 2:00:1.00; (m) payments by the Borrower in respect of the ACE Subordinated Note, provided that (i) no Default or Event of Default has occurred and is continuing or would exist be caused thereby, (ii) any such loan or advance in excess of $1,000,000 is evidenced by a promissory note (which may be in the form of Exhibit G) that is promptly pledged to the Agent, and (iii) if any such loan or advance would result in there being more than $25,000,000 of intercompany loans by Loan Parties to Subsidiaries of the Borrower that are not Loan Parties outstanding (whether as a result of loans or advances made pursuant to this clause (h) or pursuant to clause (r) below or otherwise) and be continuing immediately before if at the time of the proposed loan or advance Pro Forma Leverage of the Borrower and its Subsidiaries on a Consolidated basis would exceed 1.50 to 1.00, then at or prior to the time of the making of such loan or advance (or, with the prior consent of the Agent, promptly thereafter or such period as the Agent may agree to in its sole discretion not to exceed 90 days), the Borrower shall cause one or more of its Subsidiaries that are not Loan Parties, which one or more such Subsidiary or Subsidiaries has received an advance or loan from a Loan Party or is the intended recipient of a loan or advance pursuant to this clause (iii), to become a Subsidiary Guarantor hereunder pursuant to the terms of Subsection 8.27.2 (Certain Obligations Respecting Subsidiaries) below, such that after giving effect theretoto the guarantees, (ii) the aggregate outstanding amount of any such payment shall intercompany loans by Loan Parties to Subsidiaries of the Borrower that are not Loan Parties does not exceed $25,000,000; (i) Permitted Acquisitions (including, for the amount avoidance of Additional Xxxxxx doubt, Material Acquisitions); (j) Other Investments permitted up to be made to Xxxxxx pursuant $10,000,000; (k) Investments in “money market funds” within the meaning of Rule 2a-7 of the U.S. Investment Company Act of 1940, as amended; (l) other short-term Investments utilized by Foreign Subsidiaries in accordance with normal investment practices for cash management in Investments of a type analogous to the provisions of Section 8.6(lforegoing clauses (e)through (g) as of the date such payment is made, and (iiil); (m) Investments received in connection with the proceeds bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case, in the ordinary course of business; (n) Investments in connection with any Banking Services Obligations; (o) trade credit extended on usual and customary terms in the ordinary course of business; (p) loans to shareholders, directors or officers in an aggregate amount for all such payment shall be used promptly and solely as loans not to exceed $750,000 at any one time outstanding; (q) advances to employees to meet expenses incurred by such employees in the ordinary course of business in an Additional Xxxxxx Investmentaggregate amount or all such advances not to exceed $750,000 at any one time outstanding; and (nr) other Investments, provided that Investments in Foreign Subsidiaries on the Closing Date and Investments in the form of obligations for borrowed money permitted under clause (im) no Default or Event of Default shall exist both before and after giving effect thereto, Subsection 8.1.1 (ii) the Borrower shall have delivered financial statements pursuant to Section 7.1(a) or (b) that demonstrate that the Total Leverage Ratio has been less than 3.00:1:00 for the immediately preceding two consecutive fiscal quarters, and (iii) the Total Leverage Ratio would not be greater than or equal to 3.00:1.00 after giving effect theretoIndebtedness – In General).

Investments, Loans, Acquisitions, Etc. At any time, purchase or otherwise acquire, hold or invest in the Stock of, or any other interest in, any Person, or make any loan or advance to, or enter into any arrangement for the purpose of providing funds or credit to, or make any other investment, whether by way of capital contribution or otherwise, in or with any Person including an Acquisition, or make any payments in respect of the ACE Subordinated Note, or permit any of its Subsidiaries so to do, (all of which are sometimes referred to herein as "INVESTMENTSInvestments") except: (a) Investments in short-term domestic and eurodollar certificates of deposit issued by any Lender, or any other commercial bank, trust company or national banking association incorporated under the laws of the United States or any State thereof and having undivided capital surplus and retained earnings exceeding $500,000,000; (b) Investments in short-term direct obligations of the United States of America or agencies thereof which obligations are guaranteed by the United States of America; (c) Investments existing on the Second Third Restatement Date as set forth in Schedule 8.6; (d) normal business banking accounts and short-term certificates of deposit and time deposits in, or issued by, federally insured institutions; (e) commercial paper maturing not in excess of 270 days from the date of acquisition and rated P-1 by Xxxxx'x Moody's or A-1 A1 by S&P on the date of xxxx xf acquisition thereof; (f) Indebtedness (which Indebtedness shall not have a maturity in excess of one year) which is rated A or better by Xxxxx'x Moody's or S&P on the date of acquisition xx xxxxisition thereof; (g) prior to the Existing Arch Senior Note Termination Date, loans or advances by the Borrower or any of its Subsidiaries may make loans or advances to Arch Arch, the Borrower or any of its SubsidiariesSubsidiaries (other than Benbow Investments until sxxx xxme as Benbow Investments ceases to xx xx Unrestricted Subsidiary under and as defined in the Arch Indentures, has become a Subsidiary Guarantor and has granted a security interest to the Collateral Agents in its assets pursuant to Section 7.18(c)); (h) Acquisitions of Persons in the wireless messaging industry made by the Borrower or any of its Subsidiaries, provided that: (i) the Acquisition Consideration of each such Acquisition shall not exceed $25,000,000 individually or $50,000,000 in the aggregate for all such Acquisitions made in any 24 month period, (ii) immediately before and after giving effect to each such Acquisition, (A) no Default or Event of Default shall exist, (B) the Total Leverage Ratio shall be less than or equal to 4.75:1.00, and (C) the API Leverage Ratio shall be less than or equal to 2.50:1.00, (iii) the representations and warranties set forth in Section 4 (other than Section 4.1 to the extent that Schedule 4.1 does not reflect the Acquisition in question) are true and correct, and (iv) the Administrative Agent shall have received with sufficient copies for each Lender (A) ten Business Days' prior written notice thereof, (B) a certificate of a Financial Officer of the Borrower as to the matters set forth in clauses (i) through (iii) above, (C) unaudited Consolidated pro-forma balance sheets and the Consolidated pro-forma statements results of operations of the Borrower and its Subsidiaries presenting the pro-forma Consolidated financial condition of the Borrower and its Subsidiaries and the pro-forma Consolidated statements of operations of the Borrower and its Subsidiaries through the Tranche C Maturity Date, (D) a Compliance Certificate on a pro forma basis giving effect to such Acquisition, (E) such other documents as may be requested by the Administrative Agent or its counsel in order for the Administrative Bank Collateral Agent or the Collateral Agents to obtain a perfected first priority security interest in the Property or Stock so acquired under the Collateral Documents or the Triggering Collateral Documents solely to the extent that (x) such Collateral Documents or the Triggering Collateral Documents are then effective and (y) a security interest has been granted by the Person making the Acquisition in the type of Property or Stock being acquired, and (F) such other information or documents as the Administrative Agent shall have reasonably requested; (i) Investments consisting of the Existing Intercompany Notes; (j) Investments by the Borrower or any of its Subsidiaries (other than Xxxxxx Investments until such time as Xxxxxx Investments ceases to be an Unrestricted Subsidiary under and as defined in the Existing Arch Senior Indentures, has become a Subsidiary Guarantor and has granted a security interest to the Collateral Agent in its assets) in Intercompany Subordinated Debt, provided, however, that (A) any such loan is evidenced by a subordinated promissory note in form and substance satisfactory to the Administrative Agent which is delivered to the Appropriate Party under the applicable Collateral Document, and (B) no Default or Event of Default would exist before or after giving effect thereto; (k) Investments by the Borrower in Xxxxxx Benbow Investments consisting solely consistinx xxxxly of the ACE Subordinated Note, which ACE Subordinated Note shall be in form and substance satisfactory to the Administrative Agent and shall, among other things, prohibit any payments thereunder if a Default or Event of Default would exist and be continuing immediately before and after giving effect thereto and which shall limit any payments to be made thereunder during any period to the amount permitted to be applied during such period to Additional Xxxxxx Investments pursuant to Section 8.6(l), provided that the Administrative Agent shall have received a certificate of a Financial Officer of the Borrower, attaching a true and correct copy of such ACE Subordinated Note; (l) Additional Xxxxxx Benbow Investments, PROVIDED THATprovided xxxx: (i) an amendment to the Shareholders' Agreement, dated as of September 23, 1994, among Xxxxxx, Westlink and Xxxx Xxxxx, as previously amended prior to the date hereof, shall have been executed and shall have become effective, such amendment to be in all respects satisfactory to the Administrative Agent, provided that the Administrative Agent shall have received a certificate of an officer of the Borrower, attaching a true and correct copy of such amendment; (ii) immediately before or after giving effect to any such Additional Xxxxxx Benbow Investment, no Default or Event Defaulx xx Xvent of Default shall exist, (iiiii) prior to the Existing Arch Senior Note Termination Date, the amount of such Additional Xxxxxx Benbow Investments (exclusxxx xx Parent common Stock contributed to Benbow Investments and advaxxxx xy Benbow Investments to Benbox xx xnable Benbow to xxxxsfy its obxxxxxxons under the Page Call Purchase Agreement or to satisfy the Parent's guaranty thereof) shall not exceed $10,000,000 in the aggregate in any one fiscal year of the Borrower and $25,000,000 in the aggregate for all such Additional Xxxxxx Benbow Investments, and prxxxxxx further that the amount of such Additional Benbow Investments shall not xxxxxd the amount required to be paid by Benbow Investments to June Xxxxh pursuant to the Xxxxxx Xurchase Agreement xxxx the amount required to be advanced by Benbow Investments to Benbxx xx enable Benbow to xxxx xayments to Lxxx-Xxye Shearing under the Xxxx Xxxl Purchase Documents; and (iviii) on and after the Existing Arch Senior Note Termination Date, Additional Xxxxxx Benbow Investments may be made so xxxx xo long as before and after giving effect thereto, thereto the API Leverage Ratio is less than or equal to 2:00:1.00, provided that the amount of such Additional Benbow Investments shall nox xxxxed the amount required to be paid by Benbow Investments to June Xxxxx pursuant to the Bxxxxx Xxxxhase Agreement pxxx xxe amount required to be advanced by Benbow Investments to Benbox xx xnable Benbow to mxxx xayments to Xxxx-Xaye Shearing under thx Xxxx Xxll Purchase Documents; (m) payments by the Borrower in respect of the ACE Subordinated Note, provided that (i) no Default or Event of Default would exist and be continuing immediately before and after giving effect thereto, (ii) the amount of any such payment shall not exceed the amount of Additional Xxxxxx Benbow Investments permitted to permittxx xx be made to Xxxxxx Benbow pursuant to the provisions provixxxxx of Section 8.6(l) as of the date such payment is made, and (iii) the proceeds of any such payment shall be used promptly and solely as an Additional Xxxxxx Benbow Investment; and; (nx) other xther Investments, provided that (i) no Default or Event of Default shall exist both before and after giving effect thereto, (ii) the Borrower shall have delivered financial statements pursuant to Section 7.1(a) or (b) that demonstrate that the Total Leverage Ratio has been less than 3.00:1:00 for the immediately preceding two consecutive fiscal quarters, and (iii) the Total Leverage Ratio would not be greater less than or equal to 3.00:1.00 after giving effect thereto; and (o) the PageNet Transactions to the extent permitted by Section 8.3(iv) and (v).

Investments, Loans, Acquisitions, Etc. At any time, purchase or otherwise acquire, hold or invest in the Stock of, or any other interest in, any Person, or make any loan or advance to, or enter into any arrangement for the purpose of providing funds or credit to, or make any other investment, whether by way of capital contribution or otherwise, in or with any Person including including, without limitation, an Acquisition, or make any payments in respect of the ACE Subordinated Note, or permit any of its the Restricted Subsidiaries so to do, (all of which are sometimes referred to herein as "INVESTMENTS") except: (a) Investments in short-term domestic and eurodollar certificates of deposit issued by any Lender, or any other commercial bank, trust company or national banking association incorporated under the laws of the United States or any State thereof and having undivided capital surplus and retained earnings exceeding $500,000,000; (b) Investments in short-term direct obligations of the United States of America or agencies thereof which obligations are guaranteed by the United States of America; (c) Investments existing on the Second Restatement Original Effective Date as set forth in Schedule 8.6; (d) normal business banking accounts and short-term certificates of deposit and time deposits in, or issued by, federally insured institutions; (e) commercial paper maturing not Investments by any Borrower in excess of 270 days from the date of acquisition and rated P-1 by Xxxxx'x or A-1 by S&P on the date of acquisition thereof; (f) Indebtedness (which Indebtedness shall not have a maturity in excess of one year) which is rated A or better by Xxxxx'x or S&P on the date of acquisition thereof; (g) prior to the Existing Arch Senior Note Termination Date, the Borrower or any of its Subsidiaries may make loans or advances to Arch or any of its Subsidiaries; (h) Acquisitions of Persons and Investments by the Parent in the wireless messaging industry made by the Borrower or any of its Restricted Subsidiaries, provided that: (i) the Acquisition Consideration of each such Acquisition shall not exceed $25,000,000 individually or $50,000,000 in the aggregate for all such Acquisitions made in any 24 month period, (ii) immediately before and after giving effect to each such Acquisition, that (A) no Default or Event of Default each such Investment shall existbe made as a demand loan, (B) the Total Leverage Ratio shall be less than or equal to 4.75:1.00, and (C) the API Leverage Ratio shall be less than or equal to 2.50:1.00, (iii) the representations and warranties set forth in Section 4 (other than Section 4.1 to the extent that Schedule 4.1 does not reflect the Acquisition in question) are true and correct, and (iv) the Administrative Agent shall have received with sufficient copies for each Lender (A) ten Business Days' prior written notice thereof, (B) a certificate of a Financial Officer of the Borrower as to the matters set forth in clauses (i) through (iii) above, (C) unaudited Consolidated pro-forma balance sheets and the Consolidated pro-forma statements of operations of the Borrower and its Subsidiaries presenting the pro-forma Consolidated financial condition of the Borrower and its Subsidiaries and the pro-forma Consolidated statements of operations of the Borrower and its Subsidiaries through the Tranche C Maturity Date, (D) a Compliance Certificate on a pro forma basis giving effect to such Acquisition, (E) such other documents as may be requested by the Administrative Agent or its counsel in order for the Administrative Agent to obtain a perfected first priority security interest in the Property or Stock so acquired under the Collateral Documents or the Triggering Collateral Documents solely to the extent that (x) such Collateral Documents or the Triggering Collateral Documents are effective and (y) a security interest has been granted by the Person making the Acquisition in the type of Property or Stock being acquired, and (F) such other information or documents as the Administrative Agent shall have reasonably requested; (i) Investments consisting of the Existing Intercompany Notes; (j) Investments by the Borrower or any of its Subsidiaries (other than Xxxxxx Investments until such time as Xxxxxx Investments ceases to be an Unrestricted Subsidiary under and as defined in the Existing Arch Senior Indentures, has become a Subsidiary Guarantor and has granted a security interest to the Collateral Agent in its assets) in Intercompany Subordinated Debt, provided, however, that (A) any such loan is evidenced by a subordinated promissory note in form and substance satisfactory to the Administrative Agent which is delivered to the Appropriate Party Escrow Agent or, if a security interest therein has been granted pursuant to a Collateral Document pursuant to Section 7.16, delivered to the Administrative Agent under the applicable Collateral DocumentDocument or, and (B) no Default or Event of Default would exist before or after giving effect thereto; (k) Investments by the Borrower in Xxxxxx Investments consisting solely of the ACE Subordinated Note, which ACE Subordinated Note shall be in form and substance satisfactory if applicable under such Collateral Document to the Administrative Collateral Agent and shall, among other things, prohibit any payments thereunder if a Default or Event for the ratable benefit of Default would exist and be continuing immediately before and after giving effect thereto and which shall limit any payments to be made thereunder during any period to the amount permitted to be applied during such period to Additional Xxxxxx Investments pursuant to Section 8.6(l), provided that the Administrative Agent shall have received a certificate of a Financial Officer of the Borrower, attaching a true and correct copy of such ACE Subordinated Note; (l) Additional Xxxxxx Investments, PROVIDED THAT: (i) an amendment to the Shareholders' Agreement, dated as of September 23, 1994, among Xxxxxx, Westlink and Xxxx Xxxxx, as previously amended prior to the date hereof, shall have been executed and shall have become effective, such amendment to be in all respects satisfactory to the Administrative Agent, provided that the Administrative Agent shall have received Lenders, any Lender or affiliate of a certificate of Lender which has entered into an officer of the Borrower, attaching a true and correct copy of such amendment; (ii) immediately before or after giving effect to Interest Rate Protection Agreement with any such Additional Xxxxxx Investment, no Default or Event of Default shall exist, (iii) prior to the Existing Arch Senior Note Termination Date, the amount of such Additional Xxxxxx Investments shall not exceed $10,000,000 in the aggregate in any one fiscal year of the Borrower and $25,000,000 in the aggregate for all such Additional Xxxxxx Investments, and (iv) on and after the Existing Arch Senior Note Termination Date, Additional Xxxxxx Investments may be made so long as before and after giving effect thereto, the API Leverage Ratio is less than or equal to 2:00:1.00; (m) payments by the Borrower in respect of the ACE Subordinated Note, provided that (i) no Default or Event of Default would exist and be continuing immediately before and after giving effect thereto, (ii) the amount of any such payment shall not exceed the amount of Additional Xxxxxx Investments permitted to be made to Xxxxxx pursuant to the provisions of Section 8.6(l) as of the date such payment is madeUSA Mobile Indenture Trustees, and (iii) the proceeds of any such payment shall be used promptly and solely as an Additional Xxxxxx Investment; and (n) other Investments, provided that (iC) no Default or Event of Default shall exist both immediately before and or after giving effect thereto, ; and (iif) the Borrower shall have delivered financial statements pursuant to Section 7.1(a) or (b) that demonstrate that the Total Leverage Ratio has been less than 3.00:1:00 for the immediately preceding two consecutive fiscal quartersperiod during which either of the USA Mobile Indentures is in effect and has not been satisfied, defeased or discharged, any Investments by any Restricted Subsidiary in any other Restricted Subsidiary including, without limitation, the making of loans or advances to any Restricted Subsidiary and (iii) the Total Leverage Ratio would not be greater than or equal to 3.00:1.00 after giving effect theretomaking of payments in respect thereof, including, without limitation, the Parent Intercompany Loans.

Investments, Loans, Acquisitions, Etc. At any timeThe Borrower shall not, purchase or otherwise acquire, hold or invest in the Stock of, or any other interest in, any Person, or make any loan or advance to, or enter into any arrangement for the purpose of providing funds or credit to, or make any other investment, whether by way of capital contribution or otherwise, in or with any Person including an Acquisition, or make any payments in respect of the ACE Subordinated Note, or and shall not permit any of its Subsidiaries to, directly or indirectly, make or permit to exist any Investment or make any Acquisition, except that the Borrower and its Subsidiaries may permit to exist and, so to dolong as no Default or Event of Default then exists or would be caused thereby, (all the Borrower and its Subsidiaries may make, any of which are sometimes referred to herein as "INVESTMENTS") exceptthe following Investments: (a) Investments by the Borrower or Subsidiary Guarantors in shortthe Borrower or the Subsidiary Guarantors or the creation by the Borrower or Subsidiary Guarantors of new direct or indirect wholly-term domestic owned Subsidiaries that become Subsidiary Guarantors in accordance with the provisions of Section 8.29 (Certain Obligations Respecting Subsidiaries); (b) (i) Investments by a Subsidiary of the Borrower that is not a Subsidiary Guarantor in other Subsidiaries that are not Subsidiary Guarantors (and, to the extent provided for in Subsection 8.1.1(k), in Subsidiary Guarantors), and eurodollar (ii) Acquisitions by Subsidiaries of the Borrower that are not Subsidiary Guarantors from Subsidiaries that are not Subsidiary Guarantors; (c) Investments under Interest Rate Protection Agreements or other Swap Agreements entered into in the ordinary course of business for the purpose of minimizing risk and not for speculative purposes; (d) Investments in marketable, direct obligations of the United States of America, its agencies and instrumentalities maturing within 365 days of the date of purchase; (e) Investments in commercial paper issued by corporations, each of which shall have a net worth of at least $100 million and each of which conducts a substantial part of its business in the United States of America, maturing within 270 days from the date of the original issue thereof, and which at the time of acquisition has the highest rating by Xxxxx’x Investors Service, Inc. or Standard and Poor’s Corporation; (f) Investments in bankers’ acceptances, and certificates of deposit maturing within 365 days of the date of purchase that are issued by any Lenderby, or any other time deposits maintained with, a commercial bank, trust company or national banking association incorporated bank organized under the laws of the United States or any State thereof and having undivided capital surplus and retained earnings exceeding $500,000,000; (b) Investments in short-term direct obligations of the United States of America or agencies any state thereof which obligations are guaranteed or any country that is a member of the Organization of Economic Cooperation and Development or a political subdivision of any such country, having capital, surplus and undivided profits totaling more than $100 million and that have the highest rating by the United States of America; (c) Investments existing on the Second Restatement Date as set forth in Schedule 8.6; (d) normal business banking accounts Xxxxx’x Investors Service, Inc. or Standard and short-term certificates of deposit and time deposits in, or issued by, federally insured institutions; (e) commercial paper maturing not in excess of 270 days from the date of acquisition and rated P-1 by Xxxxx'x or A-1 by S&P on the date of acquisition thereof; (f) Indebtedness (which Indebtedness shall not have a maturity in excess of one year) which is rated A or better by Xxxxx'x or S&P on the date of acquisition thereofPoor’s Corporation; (g) prior to the Existing Arch Senior Note Termination Date, the Borrower or any of its Subsidiaries may make loans or advances to Arch or any of its Subsidiaries; (h) Acquisitions of Persons Investments in the wireless messaging industry made form of loans and advances by the Borrower or any of its Subsidiaries, provided that: (i) the Acquisition Consideration of each such Acquisition shall not exceed $25,000,000 individually or $50,000,000 a Subsidiary Guarantor in the aggregate for all such Acquisitions made in any 24 month period, (ii) immediately before and after giving effect to each such Acquisition, (A) no Default or Event of Default shall exist, (B) the Total Leverage Ratio shall be less than or equal to 4.75:1.00, and (C) the API Leverage Ratio shall be less than or equal to 2.50:1.00, (iii) the representations and warranties set forth in Section 4 (other than Section 4.1 to the extent that Schedule 4.1 does not reflect the Acquisition in question) are true and correct, and (iv) the Administrative Agent shall have received with sufficient copies for each Lender (A) ten Business Days' prior written notice thereof, (B) a certificate of a Financial Officer Subsidiaries of the Borrower as to the matters set forth in clauses (i) through (iii) above, (C) unaudited Consolidated pro-forma balance sheets and the Consolidated pro-forma statements of operations of the Borrower and its Subsidiaries presenting the pro-forma Consolidated financial condition of the Borrower and its Subsidiaries and the pro-forma Consolidated statements of operations of the Borrower and its Subsidiaries through the Tranche C Maturity Date, (D) a Compliance Certificate on a pro forma basis giving effect to such Acquisition, (E) such other documents as may be requested by the Administrative Agent or its counsel in order for the Administrative Agent to obtain a perfected first priority security interest in the Property or Stock so acquired under the Collateral Documents or the Triggering Collateral Documents solely to the extent that (x) such Collateral Documents or the Triggering Collateral Documents are effective and (y) a security interest has been granted by the Person making the Acquisition in the type of Property or Stock being acquired, and (F) such other information or documents as the Administrative Agent shall have reasonably requested; (i) Investments consisting of the Existing Intercompany Notes; (j) Investments by the Borrower or any of its Subsidiaries (other than Xxxxxx Investments until such time as Xxxxxx Investments ceases to be an Unrestricted not Subsidiary under and as defined in the Existing Arch Senior Indentures, has become a Subsidiary Guarantor and has granted a security interest to the Collateral Agent in its assets) in Intercompany Subordinated Debt, provided, however, that (A) any such loan is evidenced by a subordinated promissory note in form and substance satisfactory to the Administrative Agent which is delivered to the Appropriate Party under the applicable Collateral Document, and (B) no Default or Event of Default would exist before or after giving effect thereto; (k) Investments by the Borrower in Xxxxxx Investments consisting solely of the ACE Subordinated Note, which ACE Subordinated Note shall be in form and substance satisfactory to the Administrative Agent and shall, among other things, prohibit any payments thereunder if a Default or Event of Default would exist and be continuing immediately before and after giving effect thereto and which shall limit any payments to be made thereunder during any period to the amount permitted to be applied during such period to Additional Xxxxxx Investments pursuant to Section 8.6(l), provided that the Administrative Agent shall have received a certificate of a Financial Officer of the Borrower, attaching a true and correct copy of such ACE Subordinated Note; (l) Additional Xxxxxx Investments, PROVIDED THAT: (i) an amendment to the Shareholders' Agreement, dated as of September 23, 1994, among Xxxxxx, Westlink and Xxxx Xxxxx, as previously amended prior to the date hereof, shall have been executed and shall have become effective, such amendment to be in all respects satisfactory to the Administrative Agent, provided that the Administrative Agent shall have received a certificate of an officer of the Borrower, attaching a true and correct copy of such amendment; (ii) immediately before or after giving effect to any such Additional Xxxxxx Investment, no Default or Event of Default shall exist, (iii) prior to the Existing Arch Senior Note Termination Date, the amount of such Additional Xxxxxx Investments shall not exceed $10,000,000 in the aggregate in any one fiscal year of the Borrower and $25,000,000 in the aggregate for all such Additional Xxxxxx Investments, and (iv) on and after the Existing Arch Senior Note Termination Date, Additional Xxxxxx Investments may be made so long as before and after giving effect thereto, the API Leverage Ratio is less than or equal to 2:00:1.00; (m) payments by the Borrower in respect of the ACE Subordinated Note, Guarantors; provided that (i) no Default or Event of Default has occurred and is continuing or would exist and be continuing immediately before and after giving effect theretocaused thereby, (ii) any such loan or advance is evidenced by a promissory note that is promptly pledged to the Agent, and (iii) if any such loan or advance would result in there being more than $2,500,000 of intercompany loans by Loan Parties to any such non-guarantor Subsidiary outstanding at the time of its issuance, then on or before the time of such loan or advance, the Borrower or Subsidiary Guarantor making the loan or advance must obtain a written opinion of counsel addressed to such party and to the Agent, on behalf of the Lenders, in form and substance acceptable to the Agent, specifying that the promissory note to be delivered pursuant to clause (ii) above is enforceable against the issuer thereof and may be pledged to the Agent, which opinion may be rendered by in-house counsel of the issuer, provided, further, that no loans or advances to the Israeli Corporate Group may be made in reliance of this Subsection 8.3(g) unless and until all third-party Indebtedness incurred by any member of the Israeli Corporate Group has been repaid in full and no additional Indebtedness has been incurred by the Israeli Corporate Group and provided, further, that at any time that the Available Commitment is less than or equal to $12,500,000, the amount of $2,500,000 in clause (iii) above shall be decreased to $1,000,000; (h) Permitted Acquisitions; (i) the VCTT Transfer; (j) Other Investments up to $5,000,000; (k) Investments in “money market funds” within the meaning of Rule 2a-7 of the Investment Company Act of 1940, as amended; (l) other short-term Investments utilized by Foreign Subsidiaries in accordance with normal investment practices for cash management in Investments of a type analogous to the foregoing clauses (d) through (f) and (k); (m) 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; (n) Investments in connection with any cash management agreements with Bank of America, N.A. or its affiliates, subject to Section 8.31 (Depositary Banks); (o) Investments in connection with any Banking Services Obligations; (p) trade credit extended on usual and customary terms in the ordinary course of business; (q) loans to shareholders, directors or officers in an aggregate amount for all such loans not to exceed $500,000 at any one time outstanding; (r) advances to employees to meet expenses incurred by such employees in the ordinary course of business in an aggregate amount or all such advances not to exceed $500,000 at any one time outstanding; (s) Capital contributions made by the Borrower and Subsidiary Guarantors in the Subsidiaries of the Borrower that are not Subsidiary Guarantors in an aggregate amount for all such capital contributions not to exceed $5,000,000; provided that for the purposes of this Subsection 8.3(s), the “amount” of any capital contribution made by any Person or Persons (collectively, the “Investors”) in any other Person or Persons (collectively, the “Recipient”) shall be (A) the amount of capital contributions made in the Recipient, directly or indirectly, by the Investor less (B) the amount of any dividends and distributions made by such payment shall not exceed Recipient (directly or indirectly) to such Investor with respect to such investment; (t) the amount purchase by Borrower of Additional Xxxxxx Investments permitted to be made to Xxxxxx pursuant to the provisions of Section 8.6(l) as 100% of the date Capital Stock of Tedea-Huntleigh, Inc., a California corporation, for a purchase price not to exceed $1,000,000; provided, that Tedea-Huntleigh, Inc. will become a Subsidiary Guarantor or will be merged into the Borrower or a Subsidiary Guarantor within 60 days of such payment is madepurchase, and (iii) the proceeds of any such payment shall be used promptly and solely as an Additional Xxxxxx Investment; and (n) other Investments, provided that (i) no Default or Event of Default shall exist both before and after giving effect thereto, (iiu) the Borrower shall have delivered financial statements pursuant to Section 7.1(a) or (b) creation by Transducers of a wholly-owned direct Subsidiary formed under the laws of Canada that demonstrate that the Total Leverage Ratio has been less than 3.00:1:00 for the immediately preceding two consecutive fiscal quartersis not a Subsidiary Guarantor, and (iii) the Total Leverage Ratio would not be greater than or equal capital contributions to 3.00:1.00 after giving effect theretosuch Subsidiary of operational assets located in Canada.