Common use of Loans, Advances and Investments Clause in Contracts

Loans, Advances and Investments. The Borrower, its Subsidiaries and its Affiliates shall not, at any time make or suffer to exist or remain outstanding, any loan or advance to, or purchase, acquire or own (beneficially or of record) any stock, bonds, notes or securities of, or any partnership interest (whether general or limited) in, or any other interest in, or make any capital contribution to or other investment in, any other Person, or agree, become or remain liable (contingent or otherwise) to do any of the foregoing, except: (i) Loans and investments existing on the date hereof and listed in Schedule 7.03 attached hereto and extensions, renewals and refinancing thereof on terms no less favorable than those existing immediately before such extension, renewal or refinancing); (ii) Accounts receivable owing to the Borrower, its Subsidiaries and its Affiliates arising from sales of inventory under usual and customary terms in the ordinary course of business and loans and advances extended by the Borrower, its Subsidiaries and/or its Affiliate to subcontractors or suppliers (excluding subcontractors or suppliers who are Subsidiaries or Affiliates) under usual and customary terms in the ordinary course of business; (iii) Loans from the Borrower, a Subsidiary or an Affiliate to either the Borrower, another Subsidiary or another Affiliate; (iv) Loans or advances not to exceed $250,000.00 in the aggregate at any time outstanding made to officers, partners or other employees of the Borrower; its Subsidiaries and/or its Affiliates; (v) Investments in Cash or Cash Equivalents; (vi) Investments in all existing and any new Subsidiaries or Affiliates; and (vii) Loans not to exceed $2,000,000.00 in the aggregate at any time outstanding to Persons whom the Borrower, its Subsidiaries and/or its Affiliates have identified to the Lender in writing are targets of a proposed or contemplated acquisition by the Borrower, its Subsidiaries and/or its Affiliates.

Loans, Advances and Investments. The Borrower, its Subsidiaries and its Affiliates Neither the Borrower nor any Subsidiary Obligor shall not, at any time make or suffer to exist or remain outstanding, outstanding any loan or advance to, or purchase, acquire or own (beneficially or of record) any stock, bonds, notes or securities of, or any partnership interest (whether general or limited) in, or any other interest in, or make any capital contribution to or other investment in, any other Person, or agree, become or remain liable (contingent contingently or otherwise) to do any of the foregoing, except: (ia) Loans and investments existing on the date hereof and listed in Schedule 7.03 attached hereto 6.5 hereof (which such schedule shall include, but not be limited to, loans and extensionsinvestments in connection with Initial Non-Surety Entities); but not any amendments, renewals and refinancing thereof on terms no less favorable than those existing immediately before such extension, renewal extensions or refinancing)refinancings thereof; (iib) Accounts receivable Receivables owing to the Borrower, its Subsidiaries and its Affiliates such Person arising from sales of inventory under usual and customary terms in the ordinary course of business and loans and advances extended by the Borrower, its Subsidiaries and/or its Affiliate to subcontractors or suppliers (excluding subcontractors or suppliers who are Subsidiaries or Affiliates) Accounts under usual and customary terms in the ordinary course of business; (iiic) Loans from Demand advances to officers and employees of the Borrower, a Borrower or any Subsidiary or an Affiliate Obligor to either the Borrower, another Subsidiary or another Affiliate; (iv) Loans or advances not to exceed $250,000.00 meet expenses incurred by such officers and employees in the aggregate ordinary course of business and in amounts at any time outstanding made not exceeding $5,000 to officers, partners any one officer or other employees of employee and $10,000 in the Borrower; its Subsidiaries and/or its Affiliatesaggregate among the Borrower and all Subsidiary Obligors; (vd) Investments in Cash or Cash EquivalentsEquivalent Investments; (vie) Investments in all existing Intercompany loans among the Borrower and any new Subsidiaries or Affiliatesthe Subsidiary Obligors; (f) Intercompany investments among the Borrower and the Subsidiary Obligors; and (viig) Loans Investments (by way of cash investments, transfer of property, loans, Guaranties or Guaranty Equivalents, or Permitted Designations) in Subsequent Non-Surety Entities that acquire delinquent pools of Accounts, (i) prior to date on which the RC Commitment is reduced to Twenty Five Million Dollars ($25,000,000), in a Net Investment Amount not to exceed Five Million Dollars ($2,000,000.00 5,000,000), and (ii) on and after date on which the RC Commitment is reduced to Twenty Five Million Dollars ($25,000,000), in a Net Investment Amount not to exceed Ten Million Dollars ($10,000,000); provided, however, that (i) no investment under this clause (g) may be made so long as an Event of Default has occurred and is continuing, and (ii) investments under this clause (g) by way of transfer of property to a Subsequent Non-Surety Entity or by way of Permitted Designation shall be subject to (A) Lender's prior consent (which such consent shall not be unreasonably withheld, conditioned or delayed), and (B) Agent's prior consent (which shall not be unreasonably withheld, conditioned or delayed) pursuant to the aggregate terms of the NCOG Syndicated Credit Facility Documents. For purposes of this Section 6.5(g), if, at any Borrower's option, a Subsequent Non-Surety Entity becomes a Subsidiary Obligor, then, upon such occurrence, the Borrower shall receive a credit in an amount equal to the fair market value of the assets of such Person at the time outstanding to Persons whom of such occurrence (as mutually agreed among the Borrower, its Subsidiaries and/or its Affiliates have identified to the Lender and the Agent) against the applicable investment limitation set forth in writing are targets of a proposed or contemplated acquisition by the Borrower, its Subsidiaries and/or its Affiliatesforegoing sentence.

Loans, Advances and Investments. The Borrower, its ------------------------------- Subsidiaries and its Affiliates shall not, at any time and shall not permit the Guarantors, their Subsidiaries and Affiliates to, (i) make or suffer to exist or remain outstanding, any loan or advance toto any other Person, or (ii) purchase, acquire or own (beneficially or of record) any stock, -- bonds, notes or securities of, or any partnership interest (whether general or limited) in, or any other interest in, any other Person, or (iii) make any -- capital contribution to or other investment in, in any other Person, Person or (iv) agree, -- become or remain liable (contingent or otherwise) to do any of the foregoing, except: (ia) Loans and investments existing on the date hereof and listed in Schedule 7.03 attached hereto and extensions, renewals and refinancing refinancings ------------- thereof on terms no less favorable than those existing immediately before prior to such extension, renewal or refinancing); (iib) Provided no Event of Default and no Potential Event of Default presently exists and would not result from the making thereof, loans from the Borrower, any of the Guarantors, their respective Subsidiaries and/or Affiliates to the Borrower or any of the Guarantors; (c) Provided no Event of Default and no Potential Event of Default presently exists and would not result from the making thereof, loans or advances not to exceed $1,500,000.00 in the aggregate at any time outstanding, made to officers or other employees of the Borrower, the Guarantors, their respective Subsidiaries and/or Affiliates; (d) Investments in Cash or Cash Equivalents; (e) Accounts receivable owing to the Borrower, its the Guarantors, their respective Subsidiaries and its and/or Affiliates arising from sales of inventory under usual and customary terms in the ordinary course of business and loans and advances extended by the Borrower, its Subsidiaries and/or its Affiliate to subcontractors or suppliers (excluding subcontractors or suppliers who are Subsidiaries or Affiliates) under usual and customary terms in the ordinary course of business; (iiif) Loans from the Borrower, a Subsidiary or an Affiliate to either the Borrower, another Subsidiary or another Affiliate; (iv) Loans or advances not to exceed $250,000.00 in the aggregate at any time outstanding made to officers, partners or other employees of the Borrower; its Subsidiaries and/or its Affiliates; (v) Investments in Cash or Cash Equivalents; (vi) Investments in all existing and any new Subsidiaries or AffiliatesPermitted Acquisitions; and (viig) Loans Provided no Event of Default and no Potential Event of Default presently exists and would not result from the making thereof, loans to exceed $2,000,000.00 and investments in the aggregate at any time outstanding to Persons whom the Borrower, its Subsidiaries and/or its Affiliates have identified to Saga Systems, any Guarantor or any Subsidiary or Affiliate thereof whose financial performance is represented in the Lender consolidated financial statements of Saga Systems in writing are targets of a proposed or contemplated acquisition by the Borrower, its Subsidiaries and/or its Affiliatesaccordance with Generally Accepted Accounting Principles.

Loans, Advances and Investments. The Borrower, its Subsidiaries and its Affiliates Neither the Borrower nor any Restricted Subsidiary shall not, at any time make or suffer to exist or remain outstanding, outstanding any loan or advance to, or purchase, acquire or own (beneficially or of record) any stock, bonds, notes or securities of, or any partnership interest (whether general or limited) in, or any other interest in, or make any capital contribution to or other investment in, any other PersonPerson (including without limitation any unconsolidated Subsidiary), or agree, become or remain liable (contingent contingently or otherwise) to do any of the foregoing, except: (ia) Loans and investments existing on the date hereof and listed in Schedule 7.03 attached hereto and extensions6.5 hereof (but not any amendments, renewals and refinancing thereof on terms no less favorable than those existing immediately before such extension, renewal extensions or refinancingrefinancings thereof); (iib) Accounts receivable Receivables owing to the Borrower, its Subsidiaries and its Affiliates each such Person arising from sales of inventory under usual and customary terms in the ordinary course of business business; (c) Demand advances to officers and loans employees of the Borrower or any Restricted Subsidiary to meet expenses incurred by such officers and advances extended by the Borrower, its Subsidiaries and/or its Affiliate to subcontractors or suppliers (excluding subcontractors or suppliers who are Subsidiaries or Affiliates) under usual and customary terms employees in the ordinary course of businessbusiness and in amounts at any time outstanding not exceeding $5,000.00 to any one officer or employee and $10,000.00 in the aggregate among the Borrower and Restricted Subsidiaries; (iiid) Loans from the Borrower, a Subsidiary or an Affiliate to either the Borrower, another Subsidiary or another AffiliateCash Equivalent Investments; (ive) Loans Loans, advances or capital contributions from the Borrower to a Guarantor, or from a Guarantor to the Borrower or an other Guarantor, so long as such amounts are subordinated to the Obligations on terms and conditions satisfactory to the Administrative Agent; (f) Loans, advances or capital contributions (excluding capital contributions existing on the Closing Date and set forth on Schedule 6.5) from the Borrower or any Guarantors, on the one hand, to Restricted Subsidiaries which are not Guarantors, on the other hand, in an aggregate principal amount not to exceed $250,000.00 10,000,000 at any time outstanding. (g) Loans, advances or capital contributions (excluding capital contributions existing on the Closing Date and set forth on Schedule 6.5) from any Restricted Subsidiaries which are not Guarantors, on the one hand, to the Borrower or any Guarantor, on the other hand, in the an aggregate principal amount not to exceed $10,000,000 at any time outstanding made so long as such loans or advances are subordinate to officersthe Obligations on terms and conditions satisfactory to the Administrative Agent; (h) Loans, partners advances or capital contributions from Restricted Subsidiaries that are not Guarantors to other employees Restricted Subsidiaries that are not Guarantors; (i) investments expressly permitted by Section 6.13 (Acquired Delinquent Pools of Accounts); (j) subject to the limitations in Sections 6.13 (Acquired Delinquent Pools of Accounts) and 6.19 (Limitation on Transactions with Unrestricted Subsidiaries, Etc.), other loans and advances to other Persons, the aggregate principal amount of which, when added to Guaranties and Guaranty Equivalents issued by the Borrower and Restricted Subsidiaries for such other Persons and guarantees and contingent liabilities permitted by Section 6.4(a) (Guarantees, Indemnitees, Etc.), do not exceed $5,000,000 at any time for the Borrower and Restricted Subsidiaries; (k) the NCPM/NCOG Note and extensions of credit under the NCPM/NCOG Credit Agreement, subject to compliance with Sections 5.20 (NCPM/NCOG Loan) and 6.13 (Acquired Delinquent Pools of Accounts); (l) any Permitted Bond Purchases and Permitted Xxxx XX Investments provided, however, that (1) after giving effect to such purchase, no Event of Default or Default shall exist; (2) the Net Amount (as defined below) paid for all Permitted Bond Purchases and Permitted Xxxx XX Investments at any one time does not exceed $10,000,000.00 in the aggregate; (3) all bonds, notes and other assets purchased as Permitted Bond Purchases shall be pledged to the Administrative Agent pursuant to the Security Documents; (4) all equity interests purchased as Permitted Xxxx XX Investments shall be pledged to the Administrative Agent pursuant to the Security Documents; (5) if any Permitted Xxxx XX Investment results in any entity becoming a Subsidiary of the Borrower; its Subsidiaries , it shall become a Guarantor in accordance with the terms of this Agreement (unless the Administrative Agent otherwise approve). For the sake of clarity, it is expressly understood that this provision does not permit without the express consent of the Super Majority Lenders any acquisition prohibited by Section 6.9 (Mergers, Acquisitions, Etc.) to be made without such consent. "Net Amount", as used in this clause (k), means the gross amount paid by the Borrower and/or its Affiliatesany Restricted Subsidiary for Permitted Bond Purchases and Permitted Xxxx XX Investments less any cash amounts received by the Borrower and/or a Restricted Subsidiary in respect of proceeds from any sale or disposition of, or any interest payment, principal payment, dividend or other distribution on, Permitted Bond Purchases and Permitted Xxxx XX Investments; (vm) Investments investments in Cash the form of capital stock or Cash Equivalentsother equity interests in account debtors (as defined in the UCC) distributed to the Borrower as consideration for claims in bankruptcy proceedings involving such account debtors; (vin) Investments investments in all existing and any new Subsidiaries or Affiliatesthe form of Interest Rate Hedging Agreements which are not speculative in nature; and (viio) Loans not the creation of new Restricted Subsidiaries, subject to exceed $2,000,000.00 the other limitations set forth in this Section 6.5; (p) Permitted Acquisitions; and (q) the Division Sale Notes in existence on the Closing Date. For the purposes of this Section 6.5, the amount of capital contributions deemed to be "outstanding" shall be the aggregate at any time outstanding amount of all contributions made by a Person to Persons whom another Person less the Borrower, its Subsidiaries and/or its Affiliates have identified to the Lender in writing are targets amount of a proposed cash dividends or contemplated acquisition other distributions received by the Borrower, its Subsidiaries and/or its Affiliatesformer Person from the latter.

Loans, Advances and Investments. The BorrowerCo-Borrowers, its their Subsidiaries and its Affiliates shall not, at any time make or suffer to exist or remain outstanding, any loan or advance to, or purchase, acquire or own (beneficially or of record) any stock, bonds, notes or securities of, or any partnership interest (whether general or limited) in, or any other interest in, or make any capital contribution to or other investment in, any other Person, or agree, become or remain liable (contingent or otherwise) to do any of the foregoing, except: (i) Loans and investments existing on the date hereof and listed in Schedule 7.03 attached hereto and extensions, renewals and refinancing thereof on terms no less favorable than those existing immediately before such extension, renewal or refinancing); (ii) Accounts receivable owing to the BorrowerCo-Borrowers, its their Subsidiaries and its Affiliates arising from sales of inventory under usual and customary terms in the ordinary course of business and loans and advances extended by the BorrowerCo-Borrowers, its their Subsidiaries and/or its Affiliate to subcontractors or suppliers (excluding subcontractors or suppliers who are Subsidiaries or Affiliates) under usual and customary terms in the ordinary course of business; (iii) Loans from the a Co-Borrower, a Subsidiary or an Affiliate to either the another Co-Borrower, another Subsidiary or another Affiliate; (iv) Loans or advances not to exceed $250,000.00 US$500,000.00 in the aggregate at any time outstanding made to officers, partners or other employees of the Borrower; its Co-Borrowers, their Subsidiaries and/or its Affiliates; (v) Investments in Cash or Cash Equivalents; (vi) Investments in all existing and any new Subsidiaries or Affiliates who are conducting business similar to or the same as the Co-Borrowers, their Subsidiaries or Affiliates; provided, that, the Co-Borrowers shall deliver to the Agent at least ten (10) Business Days prior to the actual closing date of the formation or acquisition of said new Subsidiaries or Affiliates, a proforma compliance certificate in the form set forth in Exhibit "F-1" attached hereto, taking into consideration the effect of said acquisition or formation; and (vii) Loans not to exceed $US$2,000,000.00 in the aggregate at any time outstanding to Persons whom the BorrowerCo-Borrowers, its their Subsidiaries and/or its Affiliates have identified to the Lender in writing are targets of a proposed or contemplated acquisition by the BorrowerCo-Borrowers, its their Subsidiaries and/or its Affiliates.

Loans, Advances and Investments. The Borrower, its None of the Borrowers or any of their Subsidiaries and its Affiliates shall not, at any time (i) make or suffer to exist or remain outstanding, any loan or advance toto any other Person, or OR (ii) purchase, acquire or own (beneficially or of record) any stock, bonds, notes or securities of, or any partnership interest (whether general or limited) in, or any other interest in, or any other Person, OR (iii) make any capital contribution to or other investment in, in any other Person, or Person OR (iv) agree, become or remain liable (contingent or otherwise) to do any of the foregoing, except: (ia) Loans and investments existing on the date hereof and listed in Schedule SCHEDULE 7.03 attached hereto and extensions, renewals and refinancing thereof on terms no less favorable than those existing immediately before such extension, renewal or refinancing); (iib) Accounts receivable owing to the Borrower, its Borrowers and their Subsidiaries and its Affiliates arising from sales of inventory under usual and customary terms in the ordinary course of business and loans and advances extended by the Borrower, its Borrowers and/or their Subsidiaries and/or its Affiliate to subcontractors or suppliers (excluding subcontractors or suppliers who are Subsidiaries or AffiliatesSubsidiaries) under usual and customary terms in the ordinary course of business; (iiic) Loans Provided no Event of Default and no Potential Event of Default presently exists and would not result from the Borrowermaking thereof, a Subsidiary or an Affiliate loans from any of the Borrowers and/or their Subsidiaries to either any of the Borrower, another Subsidiary or another Affiliateother Borrowers and/or their Subsidiaries; (ivd) Loans Provided no Event of Default and no Potential Event of Default presently exists and would not result from the making thereof, loans or advances not to exceed $250,000.00 US$100,000.00 in the aggregate at any time outstanding as amongst all of the Borrowers and their Subsidiaries, made in the ordinary course of business to officers, partners officers or other employees of any of the Borrower; its Subsidiaries Borrowers and/or its Affiliatestheir Subsidiaries; (ve) Investments in Cash or Cash Equivalents; (vif) Investments in all existing and any new Subsidiaries or Affiliatesconnection with Permitted Acquisitions; and (vii) Loans not to exceed $2,000,000.00 in the aggregate at any time outstanding to Persons whom the Borrower, its Subsidiaries and/or its Affiliates have identified to the Lender in writing are targets of a proposed or contemplated acquisition by the Borrower, its Subsidiaries and/or its Affiliates.

Loans, Advances and Investments. The Borrower, its Subsidiaries and its Affiliates Borrower shall not, and shall not permit any Loan Party to, at any time make or suffer to exist or remain outstanding, outstanding any loan or advance 107 to, or OR purchase, acquire or own (beneficially or of record) any stock, bonds, notes or securities of, or any partnership interest (whether general or limited) in, or any other interest in, or OR make any capital contribution to or other investment in, any other Person, or agree, become or remain liable (contingent contingently or otherwise) to do any of the foregoing, except: (ia) Loans and investments existing on the date hereof Restatement Date and listed in Schedule 7.03 attached hereto and extensions, renewals and refinancing thereof on terms no less favorable than those existing immediately before such extension, renewal or refinancing)6.05-1997 hereof; (iib) Accounts receivable Receivables owing to the Borrower, its Subsidiaries and its Affiliates Borrower arising from sales of inventory under usual and customary terms in the ordinary course of business business; and loans and advances extended by the Borrower, its Subsidiaries and/or its Affiliate Borrower to subcontractors or suppliers (excluding subcontractors or suppliers who are Subsidiaries or AffiliatesAffiliates of the Borrower) under usual and customary terms in the ordinary course of business; (iiic) Loans from Advances to officers and employees, other agents and independent contractors of the Borrower, a Subsidiary or an Affiliate Borrower to either the Borrower, another Subsidiary or another Affiliate; (iv) Loans or advances not to exceed $250,000.00 meet expenses incurred by such persons in the aggregate ordinary course of business or for relocation and in amounts at any time outstanding made not exceeding $50,000 to officersany one officer or employee and $500,000 in the aggregate; (d) Cash Equivalent Investments; (e) Investments of the Borrower (or, partners or other employees to the extent permitted by paragraph (f) below, of a Subsidiary of the Borrower; its Subsidiaries and/or its Affiliates) in Subsidiaries, partnerships or other joint ventures related to the Borrower's steel production business which are included in the calculations to determine compliance with Section 6.13 hereof and which in the aggregate, when added to the aggregate amount paid for all acquisitions by the Borrower of all or a substantial portion of the properties of another Person, do not exceed an amount equal to $50,000,000 plus 35% of Cumulative Annual Change in Net Worth in the case of investments in entities in which the Borrower or a Subsidiary has an equity interest equal to or greater than 10% of the total equity interests in the applicable entity and do not exceed an amount equal to $10,000,000 plus 25% of Cumulative Annual Change in Net Worth in the case of other investments; (vf) Investments in Cash one or Cash Equivalents; (vi) Investments more Subsidiaries of the Borrower at the times and in the amounts set forth on Exhibit DD-1997 hereto, but only for so long as the operations of each such Subsidiary are conducted in accordance with the requirements of such Exhibit and the Agent retains pursuant to the Security Agreement a first perfected security interest in all existing and any new Subsidiaries or Affiliatesoutstanding shares of capital stock of each such Subsidiary; and (viig) Loans An investment in IDI and/or in equipment to be owned by the Borrower which is related to processing product that is intended to be manufactured by IDI in an aggregate amount not exceeding $30,000,000 and funded solely with the Net Cash Proceeds of the issuance by the Borrower after the Restatement Date of equity securities, but only upon execution and delivery by IDI to exceed $2,000,000.00 the Agent of the IDI Guaranty and the IDI Security Agreement. By way of illustration, and without limitation, it is understood that the Borrower (for example) shall be deemed to have made an advance to an Affiliate of the Borrower (for example): (x) to the extent that the Borrower transfers any property to or performs any service for such Affiliate, and (y) to the extent that the Borrower pays any obligation of such Affiliate. The amount of such advance shall be deemed to be, in the aggregate at any time outstanding to Persons whom case of clause (x), the Borrowerfair value of the property so transferred or services so performed (but not less than cost), its Subsidiaries and/or its Affiliates have identified to and in the Lender in writing are targets case of a proposed or contemplated acquisition clause (y), the amount so paid by the Borrower, its Subsidiaries and/or its Affiliates.

Loans, Advances and Investments. The BorrowerCo-Borrowers, its their Subsidiaries and its Affiliates shall not, at any time make or suffer to exist or remain outstanding, any loan or advance to, or purchase, acquire or own (beneficially or of record) any stock, bonds, notes or securities of, or any partnership interest (whether general or limited) in, or any other interest in, or make any capital contribution to or other investment in, any other Person, or agree, become or remain liable (contingent or otherwise) to do any of the foregoing, except: (i) Loans and investments existing on the date hereof and listed in Schedule 7.03 attached hereto and extensions, renewals and refinancing thereof on terms no less favorable than those existing immediately before such extension, renewal or refinancing); (ii) Accounts receivable owing to the BorrowerCo-Borrowers, its their Subsidiaries and its Affiliates arising from sales of inventory under usual and customary terms in the ordinary course of business and loans and advances extended by the BorrowerCo-Borrowers, its their Subsidiaries and/or its Affiliate to subcontractors or suppliers (excluding subcontractors or suppliers who are Subsidiaries or Affiliates) under usual and customary terms in the ordinary course of business; (iii) Loans from the a Co-Borrower, a Subsidiary or an Affiliate to either the another Co-Borrower, another Subsidiary or another Affiliate;; 117 (iv) Loans or advances not to exceed $250,000.00 US$500,000.00 in the aggregate at any time outstanding made to officers, partners or other employees of the Borrower; its Co-Borrowers, their Subsidiaries and/or its Affiliates; (v) Investments in Cash or Cash Equivalents; (vi) Investments in all existing and any new Subsidiaries or Affiliates who are conducting business similar to or the same as the Co-Borrowers, their Subsidiaries or Affiliates; provided, that, the Co-Borrowers shall deliver to the Agent at least ten (10) Business Days prior to the actual closing date of the formation or acquisition of said new Subsidiaries or Affiliates, a proforma compliance certificate in the form set forth in Exhibit "F-1" attached hereto, taking into consideration the effect of said acquisition or formation; and (vii) Loans not to exceed $US$2,000,000.00 in the aggregate at any time outstanding to Persons whom the BorrowerCo-Borrowers, its their Subsidiaries and/or its Affiliates have identified to the Lender in writing are targets of a proposed or contemplated acquisition by the BorrowerCo-Borrowers, its their Subsidiaries and/or its Affiliates.