Common use of Investments; Restricted Acquisition Clause in Contracts

Investments; Restricted Acquisition. (a) The Borrower shall not, and shall not permit any Subsidiary to hold, make or acquire any Investment in any Person other than: (i) Investments by the Borrower or its Subsidiaries in Persons which are Guarantors; (ii) Investments by the Borrower or its Subsidiaries in Persons which are Domestic Subsidiaries but not Guarantors; provided that, immediately after each such Investment is made, the aggregate amount of such Investments then outstanding (the amount of each such Investment being measured at the time such Investment was made) (and without duplication of amounts subsequently invested by the recipient thereof in another Domestic Subsidiary that is not a Guarantor) shall not exceed 5% of the Borrower’s Consolidated Net Worth (measured at the time each such Investment is made) plus the amount invested or committed to be invested on the Effective Date as shown on Schedule 5.21, and in each case all amendments, restatements, modifications, extensions, renewals, refinancings, refundings and replacements of such Investments; (iii) Investments by the Borrower or its Subsidiaries in Foreign Subsidiaries provided that, immediately after each such Investment is made, the aggregate amount of such Investments then outstanding (the amount of each such Investment being measured at the time such Investment was made) (and without duplication of amounts subsequently invested by the recipient thereof in another Foreign Subsidiary) shall not exceed 5% of the Borrower’s Consolidated Net Worth (measured at the time each such Investment is made) plus the amount invested or committed to be invested on the Effective Date as shown on Schedule 5.21, and in each case all amendments, restatements, modifications, extensions, renewals, refinancings, refundings and replacements of such Investments; (iv) Investments consistent with the investment policy attached hereto as Schedule II; (v) Investments by Insured Subsidiaries as are necessary to comply with the provisions of The Community Reinvestment Act; (vi) Investments consisting of credit card loans made by Insured Subsidiaries pursuant to the terms of any applicable credit card accounts owned by Insured Subsidiaries; (vii) Restricted Acquisitions permitted under Section 5.21(b); (viii) Investments in Insured Subsidiaries to the extent necessary in order to maintain compliance with Section 5.16; (ix) Investments made in connection with Qualified Securitization Transactions; and (x) any Investment not otherwise permitted by the foregoing clauses of this Section if, immediately after such Investment is made or acquired, the aggregate net book value of all Investments permitted by this clause (x) (measured at the time each such Investment is made) does not exceed 5% of Consolidated Net Worth of the Borrower. (b) The Borrower and its Subsidiaries may make Restricted Acquisitions so long as: (i) the Borrower and its Subsidiaries shall be in compliance with all provisions of this Agreement, including all financial covenants, both before and after giving effect thereto, with such financial covenants to be calculated on a pro forma basis as if such Restricted Acquisition had been consummated on the first day of the then most recently ended period of twelve consecutive fiscal months and giving effect to (x) the actual historical financial performance (including Consolidated Operating EBITDA) of such acquired entity and (y) identifiable cost savings associated with providing data processing services to such acquired entities as reasonably approved by the Administrative Agent; (ii) the total consideration paid (including equity issued and Debt assumed) in connection with any Restricted Acquisition of a Person which as a result thereof does not become a Wholly-Owned Subsidiary of the Borrower shall not exceed 10% of the Borrower’s Consolidated Net Worth calculated at the end of the immediately preceding fiscal year; (iii) such Restricted Acquisition is not a Hostile Acquisition; and (iv) the Borrower complies with Section 5.18.

Investments; Restricted Acquisition. (a) The Borrower shall not, and shall not permit any Subsidiary to hold, make or acquire any Investment in any Person other than: (i) Investments by the Borrower or its Subsidiaries in Persons which are Guarantors; (ii) Investments by the Borrower or its Subsidiaries in Persons which are Domestic Subsidiaries but not Guarantors; provided that, immediately after each such Investment is made, the aggregate amount of such Investments then outstanding (the amount of each such Investment being measured at the time such Investment was made) (and without duplication of amounts subsequently invested by the recipient thereof in another Domestic Subsidiary that is not a Guarantor) shall not exceed 5% of the Borrower’s 's Consolidated Net Worth (measured at the time each such Investment is made) plus the amount invested or committed to be invested on the Effective Date as shown on Schedule 5.21, and in each case all amendments, restatements, modifications, extensions, renewals, refinancings, refundings and replacements of such InvestmentsDate; (iii) Investments by the Borrower or its Subsidiaries in Foreign Subsidiaries provided that, immediately after each such Investment is made, the aggregate amount of such Investments then outstanding (the amount of each such Investment being measured at the time such Investment was made) (and without duplication of amounts subsequently invested by the recipient thereof in another Foreign Subsidiary) shall not exceed 5% of the Borrower’s 's Consolidated Net Worth (measured at the time each such Investment is made) plus the amount invested or committed to be invested on the Effective Date as shown on Schedule 5.21, and in each case all amendments, restatements, modifications, extensions, renewals, refinancings, refundings and replacements of such InvestmentsDate; (iv) Investments consistent with the investment policy attached hereto as Schedule II; (v) Investments by Insured Subsidiaries as are necessary to comply with the provisions of The the Community Reinvestment Act; (vi) Investments consisting of credit card loans made by Insured Subsidiaries pursuant to the terms of any applicable credit card accounts owned by Insured Subsidiaries; (vii) Restricted Acquisitions permitted under Section 5.21(b6.21(b); (viii) Investments in Insured Subsidiaries to the extent necessary in order to maintain compliance with Section 5.16; (ix) Investments made in connection with Qualified Securitization Transactions; (ix) Investments in the form of loans to WFNNB provided that immediately after each such loan is made, the aggregate outstanding principal amount of all such loans shall not exceed $100,000,000; (x) Investments in the form of loans to Insured Subsidiaries other than WFNNB provided that immediately after each such loan is made, the aggregate outstanding principal amount of all such loans shall not exceed $20,000,000; and (xxi) any Investment not otherwise permitted by the foregoing clauses of this Section if, immediately after such Investment is made or acquired, the aggregate net book value of all Investments permitted by this clause (xxi) (measured at the time each such Investment is made) does not exceed 5% of Consolidated Net Worth of the Borrower. (b) The Borrower and its Subsidiaries may make Restricted Acquisitions so long as: (i) the Borrower and its Subsidiaries shall be in compliance with all provisions of this Agreement, including all financial covenants, both before and after giving effect thereto, with such financial covenants to be calculated on a pro forma basis as if such Restricted Acquisition had been consummated on the first day of the then most recently ended period of twelve consecutive fiscal months and giving effect to (x) the actual historical financial performance (including Consolidated Operating EBITDA) of such acquired entity and (y) identifiable cost savings associated with providing data processing services to such acquired entities as reasonably approved by the Administrative Agent; (ii) the total consideration paid (including equity issued and Debt assumed) in connection with any Restricted Acquisition of a Person which as a result thereof does not become a Wholly-Owned Subsidiary of the Borrower when added to the total consideration paid (including equity issued and Debt assumed) in connection with each other Restricted Acquisition of a Person which as a result thereof did not become a Wholly-Owned Subsidiary of the Borrower consummated in the same fiscal year, shall not exceed 10% of the Borrower’s 's Consolidated Net Worth calculated at the end of the immediately preceding fiscal year; (iii) such Restricted Acquisition is not a Hostile Acquisition; and (iv) the Borrower complies with Section 5.186.18.

Investments; Restricted Acquisition. (a) The US Borrower shall not, and shall not permit any Subsidiary to hold, make or acquire any Investment in any Person other than: (i) Investments by the US Borrower or its Subsidiaries in Persons which are Guarantors; Subsidiaries on the Effective Date, provided that (iix) Investments by in the Borrower or its case of any Investment in Foreign Subsidiaries in Persons which are Domestic Subsidiaries but not Guarantors; provided thatof the US Borrower, immediately after each such Investment is made, the aggregate amount of such Investments then outstanding (the amount of each such Investment being measured at the time such Investment was made) (and without duplication of amounts subsequently invested by the recipient thereof in another Domestic Subsidiary that is not a Guarantor) shall not exceed 5% of the Borrower’s Adjusted Consolidated Net Worth (measured at the time each such Investment is made) plus the amount invested or committed to be invested on the Effective Date as shown on Schedule 5.21, and (y) any Investments by the US Borrower in each case all amendments, restatements, modifications, extensions, renewals, refinancings, refundings WFNB which are in the form of intercompany loans shall be made pursuant to and replacements of such Investmentsevidenced by the WFNB Note; (iii) Investments by the Borrower or its Subsidiaries in Foreign Subsidiaries provided that, immediately after each such Investment is made, the aggregate amount of such Investments then outstanding (the amount of each such Investment being measured at the time such Investment was made) (and without duplication of amounts subsequently invested by the recipient thereof in another Foreign Subsidiary) shall not exceed 5% of the Borrower’s Consolidated Net Worth (measured at the time each such Investment is made) plus the amount invested or committed to be invested on the Effective Date as shown on Schedule 5.21, and in each case all amendments, restatements, modifications, extensions, renewals, refinancings, refundings and replacements of such Investments; (ivii) Investments consistent with the investment policy attached hereto as Schedule II; (viii) Investments currently held by Insured Subsidiaries as are necessary WFNB to comply with the provisions of The the Community Reinvestment ActAct as such Investments are set forth on Schedule III attached hereto; (viiv) Investments consisting of credit card loans made by Insured Subsidiaries WFNB pursuant to the terms of any applicable credit card accounts owned by Insured Subsidiaries; (vii) Restricted Acquisitions permitted under Section 5.21(b); (viii) Investments in Insured Subsidiaries to the extent necessary in order to maintain compliance with Section 5.16; (ix) Investments made in connection with Qualified Securitization TransactionsWFNB; and (xv) any Investment not otherwise permitted by the foregoing clauses of this Section if, immediately after such Investment is made or acquired, the aggregate net book value of all Investments permitted by this clause (x) (measured at the time each such Investment is madev) does not exceed 5% of Adjusted Consolidated Net Worth of the US Borrower. (b) The US Borrower and its Subsidiaries may make Restricted Acquisitions so long as: (i) the US Borrower and its Subsidiaries shall be in compliance with all provisions of this Agreement, including all financial covenants, both before and after giving effect thereto, with such financial covenants to be calculated on a pro forma basis as if such Restricted Acquisition had been consummated on the first day of the then most recently ended period of twelve four consecutive fiscal months quarters and giving effect to (x) the actual historical financial performance (including Consolidated Operating EBITDA) of such acquired entity and (y) identifiable cost savings associated with providing data processing services to such acquired entities as reasonably approved by the Administrative Agent;entities; and (ii) the total consideration paid (including equity issued and Debt assumed) in connection with any Restricted Acquisition of a Person which as a result thereof does not become a Wholly-–Owned Subsidiary of the Borrower shall not exceed 10% of the Borrower’s Adjusted Consolidated Net Worth calculated at the end of the immediately preceding fiscal year; (iii) such Restricted Acquisition is not a Hostile Acquisition; and (iv) the Borrower complies with Section 5.18Worth.

Investments; Restricted Acquisition. (a) The Borrower shall not, and shall not permit any Subsidiary to hold, make or acquire any Investment in any Person other than: (i) Investments by the Borrower or its Subsidiaries in Persons which are the Borrower and the Guarantors; (ii) Investments by the Borrower or its Subsidiaries in Persons which are Domestic Subsidiaries but not Guarantors; provided that, immediately after each such Investment is made, the aggregate amount of such Investments then outstanding (the amount of each such Investment being measured at the time such Investment was made) (and without duplication of amounts subsequently invested by the recipient thereof in another Domestic Subsidiary that is not a Guarantor) shall not exceed 5% of the Borrower’s Consolidated Net Worth (measured at the time each such Investment is made) $75,000,000 plus the amount invested or committed to be invested on the Effective Date as shown on Schedule 5.21, and in each case all amendments, restatements, modifications, extensions, renewals, refinancings, refundings and replacements of such Investments; (iii) Investments by the Borrower or its Subsidiaries in Foreign Subsidiaries provided that, immediately after each such Investment is made, the aggregate amount of such Investments then outstanding (the amount of each such Investment being measured at the time such Investment was made) (and without duplication of amounts subsequently invested by the recipient thereof in another Foreign Subsidiary) shall not exceed 5% of the Borrower’s Consolidated Net Worth (measured at the time each such Investment is made) $75,000,000 plus the amount invested or committed to be invested on the Effective Date as shown on Schedule 5.21, and in each case all amendments, restatements, modifications, extensions, renewals, refinancings, refundings and replacements of such Investments; (iv) Investments consistent with the investment policy attached hereto as Schedule II; (v) Investments , which Schedule II may be revised by Insured Subsidiaries as are necessary the Borrower from time to comply time with the provisions consent of The Community Reinvestment Act; (vi) Investments consisting of credit card loans made by Insured Subsidiaries pursuant to the terms of any applicable credit card accounts owned by Insured Subsidiaries; (vii) Restricted Acquisitions permitted under Section 5.21(b); (viii) Investments in Insured Subsidiaries to the extent necessary in order to maintain compliance with Section 5.16; (ix) Investments made in connection with Qualified Securitization Transactions; and (x) any Investment not otherwise permitted by the foregoing clauses of this Section if, immediately after such Investment is made or acquired, the aggregate net book value of all Investments permitted by this clause (x) (measured at the time each such Investment is made) does not exceed 5% of Consolidated Net Worth of the Borrower. (b) The Borrower and its Subsidiaries may make Restricted Acquisitions so long as: (i) the Borrower and its Subsidiaries shall be in compliance with all provisions of this Agreement, including all financial covenants, both before and after giving effect thereto, with such financial covenants to be calculated on a pro forma basis as if such Restricted Acquisition had been consummated on the first day of the then most recently ended period of twelve consecutive fiscal months and giving effect to (x) the actual historical financial performance (including Consolidated Operating EBITDA) of such acquired entity and (y) identifiable cost savings associated with providing data processing services to such acquired entities as reasonably approved by the Administrative Agent, such consent not to be unreasonably withheld; (ii) the total consideration paid (including equity issued and Debt assumed) in connection with any Restricted Acquisition of a Person which as a result thereof does not become a Wholly-Owned Subsidiary of the Borrower shall not exceed 10% of the Borrower’s Consolidated Net Worth calculated at the end of the immediately preceding fiscal year; (iii) such Restricted Acquisition is not a Hostile Acquisition; and (iv) the Borrower complies with Section 5.18.

Investments; Restricted Acquisition. (a) The Borrower shall not, and shall not permit any Subsidiary to hold, make or acquire any Investment in any Person other than: (i) Investments by the Borrower or its Subsidiaries in Persons which are the Borrower and Guarantors; (ii) (A) Investments by the Borrower or its Subsidiaries in Persons which are Domestic Subsidiaries but not Guarantors; provided that, immediately after each such Investment is made, the aggregate amount of such Investments made after the Effective Date then outstanding (the amount of each such Investment being measured at the time such Investment was made) (and without duplication of amounts subsequently invested by the recipient thereof in another Domestic Subsidiary that is not a Guarantor) shall not exceed 5% the sum of (1) $75,000,000 and (2) the Borrower’s Consolidated Net Worth (measured at the time each such Investment is made) plus the aggregate amount invested or committed to be invested on of all dividends and distributions made after the Effective Date as shown on Schedule 5.21to the Borrower and the Guarantors by Persons that are Domestic Subsidiaries but not Guarantors, and in each case (B) all amendments, restatements, modifications, extensions, renewals, refinancings, refundings and replacements subsequent Investments by such Domestic Subsidiaries using the proceeds of such InvestmentsInvestments permitted under clause (A); (iii) (A) Investments by the Borrower or its Subsidiaries in Foreign Subsidiaries Subsidiaries; provided that, immediately after each such Investment is made, the aggregate amount of such Investments made after the Effective Date then outstanding (the amount of each such Investment being measured at the time such Investment was made) (and without duplication of amounts subsequently invested by the recipient thereof in another Foreign Subsidiary) shall not exceed 5% the sum of (1) $75,000,000 and (2) the Borrower’s Consolidated Net Worth (measured at the time each such Investment is made) plus the aggregate amount invested or committed to be invested on of all dividends and distributions made after the Effective Date as shown on Schedule 5.21to the Borrower and the Guarantors by Foreign Subsidiaries, and in each case (B) all amendments, restatements, modifications, extensions, renewals, refinancings, refundings and replacements subsequent Investments by such Foreign Subsidiaries using the proceeds of such InvestmentsInvestments permitted under clause (A); (iv) Investments consistent with the investment policy attached hereto as Schedule II; (v) Investments , which Schedule II may be revised by Insured Subsidiaries as are necessary the Borrower from time to comply time with the provisions consent of The Community Reinvestment Act; (vi) Investments consisting of credit card loans made by Insured Subsidiaries pursuant to the terms of any applicable credit card accounts owned by Insured Subsidiaries; (vii) Restricted Acquisitions permitted under Section 5.21(b); (viii) Investments in Insured Subsidiaries to the extent necessary in order to maintain compliance with Section 5.16; (ix) Investments made in connection with Qualified Securitization Transactions; and (x) any Investment not otherwise permitted by the foregoing clauses of this Section if, immediately after such Investment is made or acquired, the aggregate net book value of all Investments permitted by this clause (x) (measured at the time each such Investment is made) does not exceed 5% of Consolidated Net Worth of the Borrower. (b) The Borrower and its Subsidiaries may make Restricted Acquisitions so long as: (i) the Borrower and its Subsidiaries shall be in compliance with all provisions of this Agreement, including all financial covenants, both before and after giving effect thereto, with such financial covenants to be calculated on a pro forma basis as if such Restricted Acquisition had been consummated on the first day of the then most recently ended period of twelve consecutive fiscal months and giving effect to (x) the actual historical financial performance (including Consolidated Operating EBITDA) of such acquired entity and (y) identifiable cost savings associated with providing data processing services to such acquired entities as reasonably approved by the Administrative Agent, such consent not to be unreasonably withheld; (ii) the total consideration paid (including equity issued and Debt assumed) in connection with any Restricted Acquisition of a Person which as a result thereof does not become a Wholly-Owned Subsidiary of the Borrower shall not exceed 10% of the Borrower’s Consolidated Net Worth calculated at the end of the immediately preceding fiscal year; (iii) such Restricted Acquisition is not a Hostile Acquisition; and (iv) the Borrower complies with Section 5.18.

Investments; Restricted Acquisition. (a) The Borrower shall not, and shall not permit any Subsidiary to hold, make or acquire any Investment in any Person other than: (i) Investments by the Borrower or its Subsidiaries in Persons which are the Borrower and the Guarantors; (ii) Investments by the Borrower or its Subsidiaries in Persons which are Domestic Subsidiaries but not GuarantorsGuarantors (A) outstanding on the Effective Date or (B) made after the Effective Date; provided that, immediately after each such Investment is mademade after the Effective Date, the aggregate amount of such Investments under this clause (B) then outstanding (the amount of each such Investment being measured at the time such Investment was made) (and without duplication of amounts subsequently invested by the recipient thereof in another Domestic Subsidiary that is not a Guarantor) shall not exceed 5% of the Borrower’s Consolidated Net Worth (measured at the time each such Investment is made) $75,000,000 plus the amount invested or committed to be invested on the Effective Date as shown on Schedule 5.21, and in each case all amendments, restatements, modifications, extensions, renewals, refinancings, refundings and replacements of such Investments; (iii) Investments by the Borrower or its Subsidiaries in Foreign Subsidiaries (A) outstanding on the Effective Date or (B) made after the Effective Date provided that, immediately after each such Investment is made, made after the Effective Date the aggregate amount of such Investments under this clause (B) then outstanding (the amount of each such Investment being measured at the time such Investment was made) (and without duplication of amounts subsequently invested by the recipient thereof in another Foreign Subsidiary) shall not exceed 5% of the Borrower’s Consolidated Net Worth (measured at the time each such Investment is made) $75,000,000 plus the amount invested or committed to be invested on the Effective Date as shown on Schedule 5.21, and in each case all amendments, restatements, modifications, extensions, renewals, refinancings, refundings and replacements of such Investments; (iv) Investments consistent with the investment policy attached hereto as Schedule II, which Schedule II may be revised by the Borrower from time to time with the consent of the Administrative Agent, such consent not to be unreasonably withheld; (v) Investments by Insured Subsidiaries as are necessary to comply with the provisions of The Community Reinvestment ActAct and other laws, rules and regulations relating to Insured Subsidiaries or any request or directive from any regulatory authority having jurisdiction over such Insured Subsidiary; (vi) Investments consisting of credit card loans made by Insured Subsidiaries pursuant to the terms of any applicable credit card accounts owned by Insured Subsidiaries; (vii) Restricted Acquisitions permitted under Section 5.21(b); (viii) Investments in Insured Subsidiaries to the extent necessary in order to maintain compliance with Section 5.165.16 and other laws, rules and regulations relating to Insured Subsidiaries or any request or directive from any regulatory authority having jurisdiction over such Insured Subsidiary; (ix) Investments made in connection with Qualified Securitization Transactions; and (x) any Investment not otherwise permitted by the foregoing clauses of this Section if, immediately after such Investment is made or acquired, the aggregate net book value of all Investments permitted by this clause (x) (measured at the time each such Investment is made) does not exceed 5% $75,000,000, and subsequent Investments by the recipients of Consolidated Net Worth such Investments (such $75,000,000 to be determined without duplication of amounts subsequently invested by the Borrowerrecipients thereof). (b) The Borrower and its Subsidiaries may make Restricted Acquisitions so long as: (i) the Borrower and its Subsidiaries shall be in compliance with all provisions of this Agreement, including all financial covenants, both before and after giving effect thereto, with such financial covenants to be calculated on a pro forma basis as if such Restricted Acquisition had been consummated on the first day of the then most recently ended period of twelve four consecutive fiscal months quarters and giving effect to (x) the actual historical financial performance (including Consolidated Operating EBITDA) of such acquired entity or assets and (y) identifiable cost savings associated with providing data processing services to such acquired entities or assets as reasonably approved by the Administrative Agent; (ii) the total consideration paid (including equity issued and Debt assumed) in connection with any Restricted Acquisition of a Person which as a result thereof does not become a Wholly-Owned Subsidiary of the Borrower shall not exceed 10% $125,000,000 in the aggregate for all such Restricted Acquisitions in any fiscal year of the Borrower’s Consolidated Net Worth calculated at the end of the immediately preceding fiscal year; (iii) such Restricted Acquisition is not a Hostile Acquisition; and (iv) the Borrower complies with Section 5.18.

Investments; Restricted Acquisition. (a) The Borrower shall not, and shall not permit any Subsidiary to hold, make or acquire any Investment in any Person other than: (i) Investments by the Borrower or its Subsidiaries in Persons which are the Borrower and the Guarantors; (ii) Investments by the Borrower or its Subsidiaries in Persons which are Domestic Subsidiaries but not Guarantors; provided that, immediately after each such Investment is made, the aggregate amount of such Investments then outstanding (the amount of each such Investment being measured at the time such Investment was made) (and without duplication of amounts subsequently invested by the recipient thereof in another Domestic Subsidiary that is not a Guarantor) shall not exceed 5% of the Borrower’s Consolidated Net Worth (measured at the time each such Investment is made) $75,000,000 plus the amount invested or committed to be invested on the Effective Date as shown on Schedule 5.21, and in each case all amendments, restatements, modifications, extensions, renewals, refinancings, refundings and replacements of such Investments; (iii) Investments by the Borrower or its Subsidiaries in Foreign Subsidiaries provided that, immediately after each such Investment is made, the aggregate amount of such Investments then outstanding (the amount of each such Investment being measured at the time such Investment was made) (and without duplication of amounts subsequently invested by the recipient thereof in another Foreign Subsidiary) shall not exceed 5% of the Borrower’s Consolidated Net Worth (measured at the time each such Investment is made) $75,000,000 plus the amount invested or committed to be invested on the Effective Date as shown on Schedule 5.21, and in each case all amendments, restatements, modifications, extensions, renewals, refinancings, refundings and replacements of such Investments; (iv) Investments consistent with the investment policy attached hereto as Schedule II, which Schedule II may be revised by the Borrower from time to time with the consent of the Administrative Agent, such consent not to be unreasonably withheld; (v) Investments by Insured Subsidiaries as are necessary to comply with the provisions of The Community Reinvestment ActAct and other laws, rules and regulations relating to Insured Subsidiaries or any request or directive from any regulatory authority having jurisdiction over such Insured Subsidiary; (vi) Investments consisting of credit card loans made by Insured Subsidiaries pursuant to the terms of any applicable credit card accounts owned by Insured Subsidiaries; (vii) Restricted Acquisitions permitted under Section 5.21(b); (viii) Investments in Insured Subsidiaries to the extent necessary in order to maintain compliance with Section 5.165.16 and other laws, rules and regulations relating to Insured Subsidiaries or any request or directive from any regulatory authority having jurisdiction over such Insured Subsidiary; (ix) Investments made in connection with Qualified Securitization Transactions; and (x) any Investment not otherwise permitted by the foregoing clauses of this Section if, immediately after such Investment is made or acquired, the aggregate net book value of all Investments permitted by this clause (x) (measured at the time each such Investment is made) does not exceed 5% $75,000,000, and subsequent Investments by the recipients of Consolidated Net Worth such Investments (such $75,000,000 to be determined without duplication of amounts subsequently invested by the Borrowerrecipients thereof). (b) The Borrower and its Subsidiaries may make Restricted Acquisitions so long as: (i) the Borrower and its Subsidiaries shall be in compliance with all provisions of this Agreement, including all financial covenants, both before and after giving effect thereto, with such financial covenants to be calculated on a pro forma basis as if such Restricted Acquisition had been consummated on the first day of the then most recently ended period of twelve four consecutive fiscal months quarters and giving effect to (x) the actual historical financial performance (including Consolidated Operating EBITDA) of such acquired entity or assets and (y) identifiable cost savings associated with providing data processing services to such acquired entities or assets as reasonably approved by the Administrative Agent; (ii) the total consideration paid (including equity issued and Debt assumed) in connection with any Restricted Acquisition of a Person which as a result thereof does not become a Wholly-Owned Subsidiary of the Borrower shall not exceed 10% $125,000,000 in the aggregate for all such Restricted Acquisitions in any fiscal year of the Borrower’s Consolidated Net Worth calculated at the end of the immediately preceding fiscal year; (iii) such Restricted Acquisition is not a Hostile Acquisition; and (iv) the Borrower complies with Section 5.18.

Investments; Restricted Acquisition. (a) The Borrower ADSC shall not, and shall not permit any Subsidiary to hold, make or acquire any Investment in any Person other than: (i) Investments by the Borrower ADSC or its Subsidiaries in Persons which are Guarantors; (ii) Investments by the Borrower ADSC or its Subsidiaries in Persons which are Domestic Subsidiaries but not Guarantors; provided that, immediately after each such Investment is made, the aggregate amount of such Investments then outstanding (the amount of each such Investment being measured at the time such Investment was made) (and without duplication of amounts subsequently invested by the recipient thereof in another Domestic Subsidiary that is not a Guarantor) shall not exceed 5% of the Borrower’s ADSC's Consolidated Net Worth (measured at the time each such Investment is made) plus the amount invested or committed to be invested on the Effective Date as shown on Schedule 5.21, and in each case all amendments, restatements, modifications, extensions, renewals, refinancings, refundings and replacements of such InvestmentsDate; (iii) Investments by the Borrower ADSC or its Subsidiaries in Foreign Subsidiaries provided that, immediately after each such Investment is made, the aggregate amount of such Investments then outstanding (the amount of each such Investment being measured at the time such Investment was made) (and without duplication of amounts subsequently invested by the recipient thereof in another Foreign Subsidiary) shall not exceed 5% of the Borrower’s ADSC's Consolidated Net Worth (measured at the time each such Investment is made) plus the amount invested or committed to be invested on the Effective Date as shown on Schedule 5.21, and in each case all amendments, restatements, modifications, extensions, renewals, refinancings, refundings and replacements of such InvestmentsDate; (iv) Investments consistent with the investment policy attached hereto as Schedule II; (v) Investments by Insured Subsidiaries as are necessary to comply with the provisions of The the Community Reinvestment Act; (vi) Investments consisting of credit card loans made by Insured Subsidiaries pursuant to the terms of any applicable credit card accounts owned by Insured Subsidiaries; (vii) Restricted Acquisitions permitted under Section 5.21(b6.21(b); (viii) Investments in Insured Subsidiaries to the extent necessary in order to maintain compliance with Section 5.16; (ix) Investments made in connection with Qualified Securitization Transactions; (ix) Investments in the form of loans to WFNNB provided that immediately after each such loan is made, the aggregate outstanding principal amount of all such loans shall not exceed U.S. $100,000,000; (x) Investments in the form of loans to Insured Subsidiaries other than WFNNB provided that immediately after each such loan is made, the aggregate outstanding principal amount of all such loans shall not exceed U.S. $20,000,000; and (xxi) any Investment not otherwise permitted by the foregoing clauses of this Section if, immediately after such Investment is made or acquired, the aggregate net book value of all Investments permitted by this clause (xxi) (measured at the time each such Investment is made) does not exceed 5% of Consolidated Net Worth of the BorrowerADSC. (b) The Borrower ADSC and its Subsidiaries may make Restricted Acquisitions so long as: (i) the Borrower ADSC and its Subsidiaries shall be in compliance with all provisions of this Agreement, including all financial covenants, both before and after giving effect thereto, with such financial covenants to be calculated on a pro forma basis as if such Restricted Acquisition had been consummated on the first day of the then most recently ended period of twelve consecutive fiscal months and giving effect to (x) the actual historical financial performance (including Consolidated Operating EBITDA) of such acquired entity and (y) identifiable cost savings associated with providing data processing services to such acquired entities as reasonably approved by the Administrative Agent; (ii) the total consideration paid (including equity issued and Debt assumed) in connection with any Restricted Acquisition of a Person which as a result thereof does not become a Wholly-Owned Subsidiary of ADSC when added to the Borrower total consideration paid (including equity issued and Debt assumed) in connection with each other Restricted Acquisition of a Person which as a result thereof did not become a Wholly-Owned Subsidiary of ADSC consummated in the same fiscal year, shall not exceed 10% of the Borrower’s ADSC's Consolidated Net Worth calculated at the end of the immediately preceding fiscal year; (iii) such Restricted Acquisition is not a Hostile Acquisition; and (iv) the Borrower complies with Section 5.18.

Investments; Restricted Acquisition. (a) The Borrower shall not, and shall not permit any Subsidiary to hold, make or acquire any Investment in any Person other than: (i) Investments by the Borrower or its Subsidiaries in Persons which are Guarantors; (ii) Investments by the Borrower or its Subsidiaries in Persons which are Domestic Subsidiaries but not Guarantors; provided that, immediately after each such Investment is made, the aggregate amount of such Investments then outstanding (the amount of each such Investment being measured at the time such Investment was made) (and without duplication of amounts subsequently invested by the recipient thereof in another Domestic Subsidiary that is not a Guarantor) shall not exceed 5% of the Borrower’s 's Consolidated Net Worth (measured at the time each such Investment is made) plus the amount invested or committed to be invested on the Effective Date as shown on Schedule 5.21, and in each case all amendments, restatements, modifications, extensions, renewals, refinancings, refundings and replacements of such InvestmentsDate; (iii) Investments by the Borrower or its Subsidiaries in Foreign Subsidiaries provided that, immediately after each such Investment is made, the aggregate amount of such Investments then outstanding (the amount of each such Investment being measured at the time such Investment was made) (and without duplication of amounts subsequently invested by the recipient thereof in another Foreign Subsidiary) shall not exceed 5% of the Borrower’s 's Consolidated Net Worth (measured at the time each such Investment is made) plus the amount invested or committed to be invested on the Effective Date as shown on Schedule 5.21, and in each case all amendments, restatements, modifications, extensions, renewals, refinancings, refundings and replacements of such InvestmentsDate; (iv) Investments consistent with the investment policy attached hereto as Schedule II; (v) Investments by Insured Subsidiaries as are necessary to comply with the provisions of The the Community Reinvestment Act; (vi) Investments consisting of credit card loans made by Insured Subsidiaries pursuant to the terms of any applicable credit card accounts owned by Insured Subsidiaries; (vii) Restricted Acquisitions permitted under Section 5.21(b6.21(b); (viii) Investments in Insured Subsidiaries to the extent necessary in order to maintain compliance with Section 5.16; (ix) Investments made in connection with Qualified Securitization Transactions; (ix) Investments in the form of loans to WFNNB provided that immediately after each such loan is made, the aggregate outstanding principal amount of all such loans shall not exceed $100,000,000; (x) Investments in the form of loans to Insured Subsidiaries other than WFNNB provided that immediately after each such loan is made, the aggregate outstanding principal amount of all such loans shall not exceed $20,000,000; and (xxi) any Investment not otherwise permitted by the foregoing clauses of this Section if, immediately after such Investment is made or acquired, the aggregate net book value of all Investments permitted by this clause (xxi) (measured at the time each such Investment is made) does not exceed 5% of Consolidated Net Worth of the Borrower. (b) The Borrower and its Subsidiaries may make Restricted Acquisitions so long as: (i) the Borrower and its Subsidiaries shall be in compliance with all provisions of this Agreement, including all financial covenants, both before and after giving effect thereto, with such financial covenants to be calculated on a pro forma basis as if such Restricted Acquisition had been consummated on the first day of the then most recently ended period of twelve consecutive fiscal months and giving effect to (x) the actual historical financial performance (including Consolidated Operating EBITDA) of such acquired entity and (y) identifiable cost savings associated with providing data processing services to such acquired entities as reasonably approved by the Administrative Agent; (ii) the total consideration paid (including equity issued and Debt assumed) in connection with any Restricted Acquisition of a Person which as a result thereof does not become a Wholly-Owned Subsidiary of the Borrower when added to the total consideration paid (including equity issued and Debt assumed) in connection with each other Restricted Acquisition of a Person which as a result thereof did not become a Wholly-Owned Subsidiary of the Borrower consummated in the same fiscal year, shall not exceed 10% of the Borrower’s 's Consolidated Net Worth calculated at the end of the immediately preceding fiscal year; (iii) such Restricted Acquisition is not a Hostile Acquisition; and (iv) the Borrower complies with Section 5.18.

Investments; Restricted Acquisition. (a) The Borrower shall not, and shall not permit any Subsidiary to hold, make or acquire any Investment in any Person other than: (i) Investments by the Borrower or its Subsidiaries in Persons which are Guarantors; (ii) Investments by the Borrower or its Subsidiaries in Persons which are Domestic Subsidiaries but not Guarantors; provided that, immediately after each such Investment is made, the aggregate amount of such Investments then outstanding (the amount of each such Investment being measured at the time such Investment was made) (and without duplication of amounts subsequently invested by the recipient thereof in another Domestic Subsidiary that is not a Guarantor) shall not exceed 5% of the Borrower’s Consolidated Net Worth (measured at the time each such Investment is made) $75,000,000 plus the amount invested or committed to be invested on the Effective Date as shown on Schedule 5.21, and in each case all amendments, restatements, modifications, extensions, renewals, refinancings, refundings and replacements of such Investments; (iii) Investments by the Borrower or its Subsidiaries in Foreign Subsidiaries provided that, immediately after each such Investment is made, the aggregate amount of such Investments then outstanding (the amount of each such Investment being measured at the time such Investment was made) (and without duplication of amounts subsequently invested by the recipient thereof in another Foreign Subsidiary) shall not exceed 5% of the Borrower’s Consolidated Net Worth (measured at the time each such Investment is made) $75,000,000 plus the amount invested or committed to be invested on the Effective Date as shown on Schedule 5.21, and in each case all amendments, restatements, modifications, extensions, renewals, refinancings, refundings and replacements of such Investments; (iv) Investments consistent with the investment policy attached hereto as Schedule II, which Schedule II may be revised by the Borrower from time to time with the consent of the Administrative Agent, such consent not to be unreasonably withheld; (v) Investments by Insured Subsidiaries as are necessary to comply with the provisions of The Community Reinvestment Act; (vi) Investments consisting of credit card loans made by Insured Subsidiaries pursuant to the terms of any applicable credit card accounts owned by Insured Subsidiaries; (vii) Restricted Acquisitions permitted under Section 5.21(b); (viii) Investments in Insured Subsidiaries to the extent necessary in order to maintain compliance with Section 5.16; (ix) Investments made in connection with Qualified Securitization Transactions; and (x) any Investment not otherwise permitted by the foregoing clauses of this Section if, immediately after such Investment is made or acquired, the aggregate net book value of all Investments permitted by this clause (x) (measured at the time each such Investment is made) does not exceed 5% of Consolidated Net Worth of the Borrower$75,000,000. (b) The Borrower and its Subsidiaries may make Restricted Acquisitions so long as: (i) the Borrower and its Subsidiaries shall be in compliance with all provisions of this Agreement, including all financial covenants, both before and after giving effect thereto, with such financial covenants to be calculated on a pro forma basis as if such Restricted Acquisition had been consummated on the first day of the then most recently ended period of twelve consecutive fiscal months and giving effect to (x) the actual historical financial performance (including Consolidated Operating EBITDA) of such acquired entity and (y) identifiable cost savings associated with providing data processing services to such acquired entities as reasonably approved by the Administrative Agent; (ii) the total consideration paid (including equity issued and Debt assumed) in connection with any Restricted Acquisition of a Person which as a result thereof does not become a Wholly-Owned Subsidiary of the Borrower shall not exceed 10% $125,000,000 in the aggregate for all such Restricted Acquisitions in any fiscal year of the Borrower’s Consolidated Net Worth calculated at the end of the immediately preceding fiscal year; (iii) such Restricted Acquisition is not a Hostile Acquisition; and (iv) the Borrower complies with Section 5.18.

Investments; Restricted Acquisition. (a) The Borrower shall not, and shall not permit any Subsidiary to hold, make or acquire any Investment in any Person other than: (i) Investments by the Borrower or its Subsidiaries in Persons which are Guarantors; (ii) Investments by the Borrower or its Subsidiaries in Persons which are Domestic Subsidiaries but not Guarantors; provided that, immediately after each such Investment is made, the aggregate amount of such Investments then outstanding (the amount of each such Investment being measured at the time such Investment was made) (and without duplication of amounts subsequently invested by the recipient thereof in another Domestic Subsidiary that is not a Guarantor) shall not exceed 5% of the Borrower’s Consolidated Net Worth (measured at the time each such Investment is made) plus the amount invested or committed to be invested on the Effective Date as shown on Schedule 5.21, and in each case all amendments, restatements, modifications, extensions, renewals, refinancings, refundings and replacements of such InvestmentsDate; (iii) Investments by the Borrower or its Subsidiaries in Foreign Subsidiaries provided that, immediately after each such Investment is made, the aggregate amount of such Investments then outstanding (the amount of each such Investment being measured at the time such Investment was made) (and without duplication of amounts subsequently invested by the recipient thereof in another Foreign Subsidiary) shall not exceed 5% of the Borrower’s Consolidated Net Worth (measured at the time each such Investment is made) plus the amount invested or committed to be invested on the Effective Date as shown on Schedule 5.21, and in each case all amendments, restatements, modifications, extensions, renewals, refinancings, refundings and replacements of such InvestmentsDate; (iv) Investments consistent with the investment policy attached hereto as Schedule II; (v) Investments by Insured Subsidiaries as are necessary to comply with the provisions of The the Community Reinvestment Act; (vi) Investments consisting of credit card loans made by Insured Subsidiaries pursuant to the terms of any applicable credit card accounts owned by Insured Subsidiaries; (vii) Restricted Acquisitions permitted under Section 5.21(b6.21(b); (viii) Investments in Insured Subsidiaries to the extent necessary in order to maintain compliance with Section 5.16; (ix) Investments made in connection with Qualified Securitization Transactions; (ix) Investments in the form of loans to WFNNB provided that immediately after each such loan is made, the aggregate outstanding principal amount of all such loans shall not exceed $100,000,000; (x) Investments in the form of loans to Insured Subsidiaries other than WFNNB provided that immediately after each such loan is made, the aggregate outstanding principal amount of all such loans shall not exceed $20,000,000; and (xxi) any Investment not otherwise permitted by the foregoing clauses of this Section if, immediately after such Investment is made or acquired, the aggregate net book value of all Investments permitted by this clause (xxi) (measured at the time each such Investment is made) does not exceed 5% of Consolidated Net Worth of the Borrower. (b) The Borrower and its Subsidiaries may make Restricted Acquisitions so long as: (i) the Borrower and its Subsidiaries shall be in compliance with all provisions of this Agreement, including all financial covenants, both before and after giving effect thereto, with such financial covenants to be calculated on a pro forma basis as if such Restricted Acquisition had been consummated on the first day of the then most recently ended period of twelve consecutive fiscal months and giving effect to (x) the actual historical financial performance (including Consolidated Operating EBITDA) of such acquired entity and (y) identifiable cost savings associated with providing data processing services to such acquired entities as reasonably approved by the Administrative Agent; (ii) the total consideration paid (including equity issued and Debt assumed) in connection with any Restricted Acquisition of a Person which as a result thereof does not become a Wholly-Owned Subsidiary of the Borrower when added to the total consideration paid (including equity issued and Debt assumed) in connection with each other Restricted Acquisition of a Person which as a result thereof did not become a Wholly-Owned Subsidiary of the Borrower consummated in the same fiscal year, shall not exceed 10% of the Borrower’s Consolidated Net Worth calculated at the end of the immediately preceding fiscal year; (iii) such Restricted Acquisition is not a Hostile Acquisition; and (iv) the Borrower complies with Section 5.186.18.