Common use of LOANS, ADVANCES, INVESTMENTS Clause in Contracts

LOANS, ADVANCES, INVESTMENTS. Make any loans or advances to or investments in any person or entity (each of the foregoing is referred to herein as an “Investment”), except: (a) Investments permitted by Sections 5.5 and 5.6 of this Agreement; (b) Investments existing as of the date hereof and set forth on Schedule 5.7 hereto; (c) Deposit accounts with banks; (d) Investments consisting of accounts receivable of, notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not affiliates of Borrower, in the ordinary course of business; (e) (i) marketable obligations issued or unconditionally guaranteed or insured by the United States Government or any agency or any State thereof and backed by the full faith and credit of the United States or such State having maturities of not more than one (1) year from the date of acquisition; (ii) demand deposits, certificates of deposit, time deposits, Eurodollar time deposits, or bankers’ acceptances, having in each case a tenor of not more than one (1) year issued by any nationally or state chartered commercial bank having combined capital and surplus of not less than $1,000,000,000 whose short term securities are rated at least A-1 by Standard & Poor’s Rating Group and P-1 by Xxxxx’x Investors Service, Inc.; (iii) commercial paper of an issuer rated at least A-1 by Standard & Poor’s Rating Group or P-1 by Xxxxx’x Investors Service, Inc. and in either case having a tenor of not more than one (1) year from the date of acquisition; and (iv) money market funds that comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940; (f) Investments by Borrower in any Subsidiary of Borrower, provided that (i) no Event of Default or Potential Event of Default shall have occurred and be continuing or would be caused by the incurrence of such Investment, and (ii) the aggregate principal amount of such Investments shall not at any time exceed One Million Dollars ($1,000,000.00); (g) hedging agreements entered into in the ordinary course of Borrower’s financial planning solely to hedge currency risks (and not for speculative purposes); (h) Investments consisting of security deposits with utilities and other like entities made in the ordinary course of business; (i) employee loans, travel advances and guarantees in accordance with Borrower’s usual and customary practices with respect thereto which in the aggregate shall not exceed Fifty Thousand Dollars ($50,000.00) outstanding at any time; (j) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of Borrower’s business; (k) the formation of one or more Subsidiaries, so long as if any such Subsidiary is organized under the laws of a jurisdiction located in the United States of America, Borrower causes such Subsidiary to become a guarantor hereunder by delivering to Bank a guaranty in form and substance reasonably satisfactory to Bank, along with any such other document as Bank shall deem appropriate for such purpose, promptly after formation (and in any event within thirty (30) days after such formation). (l) other Investments not exceeding Two Hundred Thousand Dollars ($200,000.00) in the aggregate in any fiscal year, provided that no Event of Default or Potential Event of Default shall have occurred and be continuing or would be caused by the incurrence of such Investment.

LOANS, ADVANCES, INVESTMENTS. Make any loans or advances to or investments in any person or entity entity, except (each a) any of the foregoing is referred existing as of, and disclosed to herein as an “Investment”)Bank prior to, except: (a) Investments permitted by Sections 5.5 and 5.6 of this Agreement; the date hereof (b) Investments existing as any of the date hereof and set forth on Schedule 5.7 hereto; foregoing made in connection with a Permitted Acquisition, (c) Deposit accounts with banks; (d) Investments consisting of accounts receivable of, notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not affiliates of Borrower, in the ordinary course of business; (e) (i) readily marketable obligations issued or unconditionally directly and fully guaranteed or insured by the United States Government of America or any agency or any State instrumentality thereof and backed by the full faith and credit of the United States or such State having maturities of not more than one (1) year 360 days from the date of acquisition; acquisition thereof, (iid) demand depositscommercial paper issued by any entity organized under the laws of any state of the United States of America and rated at least “Prime-1” (or the then equivalent grade) by Xxxxx’x or at least “A-1” (or the then equivalent grade) by S&P, certificates of deposit, time deposits, Eurodollar time deposits, or bankers’ acceptances, having in each case a tenor with maturities of not more than one 180 days from the acquisition thereof, (1e) year issued by time deposits with, or insured certificates of deposit or bankers’ acceptances of, any nationally or state chartered commercial bank having combined capital and surplus of not less than $1,000,000,000 whose short term securities are rated at least A-1 by Standard & Poor’s Rating Group and P-1 by Xxxxx’x Investors Servicebank, Inc.; (iii) commercial paper of an issuer rated at least A-1 by Standard & Poor’s Rating Group or P-1 by Xxxxx’x Investors Serviceincluding the Bank, Inc. and in either case having a tenor maturity of not more than one (1) year 365 days from the date of acquisition; and (iv) money market funds that comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940; acquisition thereof, (f) Investments by Borrower investments in any Subsidiary of Borrowermoney market fund, provided that (i) no Event of Default mutual fund, or Potential Event of Default shall have occurred and be continuing or would be caused by the incurrence of such Investmentother registered investment company, and (ii) the aggregate principal amount of such Investments shall not at any time exceed One Million Dollars ($1,000,000.00); (g) hedging agreements entered into investments in any subsidiary existing as of the date hereof, with any additional investments in any such subsidiary not to exceed $25,000 annually, (h) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of Borrower’s financial planning solely business and investments received in satisfaction or partial satisfaction thereof from financially troubled debtors to hedge currency risks (the extent necessary in order to prevent or limit loss, and not for speculative purposes); (h) Investments consisting of security deposits with utilities and other like entities made in the ordinary course of business; (i) employee other loans, travel advances and guarantees to or investments in accordance with Borrower’s usual and customary practices with respect thereto which any person or entity in an amount not to exceed $250,000 in the aggregate shall not exceed Fifty Thousand Dollars ($50,000.00) outstanding at any time; (j) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of Borrower’s business; (k) the formation of one or more Subsidiaries, so long as if any such Subsidiary is organized under the laws of a jurisdiction located in the United States of America, Borrower causes such Subsidiary to become a guarantor hereunder by delivering to Bank a guaranty in form and substance reasonably satisfactory to Bank, along with any such other document as Bank shall deem appropriate for such purpose, promptly after formation (and in any event within thirty (30) days after such formation)aggregate. (l) other Investments not exceeding Two Hundred Thousand Dollars ($200,000.00) in the aggregate in any fiscal year, provided that no Event of Default or Potential Event of Default shall have occurred and be continuing or would be caused by the incurrence of such Investment.

LOANS, ADVANCES, INVESTMENTS. Make any loans or advances to or investments in any person or entity entity, except (each a) any of the foregoing is referred existing as of, and disclosed to herein as Lender in writing prior to, the date hereof, (b) Permitted Acquisitions in an “Investment”), except: aggregate amount of Cash Acquisition Consideration not to exceed Forty Six Million Dollars (a$46,000,000.00) Investments permitted by Sections 5.5 and 5.6 during the term of this Agreement; , (bc) Investments existing any of the foregoing among Borrower and the Subsidiary Guarantors, (d) any of the foregoing among any of Borrower’s Foreign Subsidiaries, (e) so long as no Event of Default has occurred and is continuing or would result therefrom and Availability plus Qualified Cash is in excess of Eight Million Five Hundred Thousand Dollars ($8,500,000.00) both before and after giving effect thereto, intercompany loans or advances from Borrower or any Subsidiary Guarantor to any Subsidiary of Borrower, (f) any of the foregoing consisting of deposit accounts, Cash Equivalents or Marketable Securities or otherwise made in accordance with Borrower’s investment policy as of the date hereof and set forth on Schedule 5.7 hereto; hereof, (cg) Deposit accounts with banks; (d) Investments consisting of accounts receivable of, notes receivable of, or prepaid royalties and other credit extensions, advances to customers and suppliers who are not affiliates of Borrower, employees in the ordinary course of business; (e) (i) marketable obligations issued or unconditionally guaranteed or insured by the United States Government or any agency or any State thereof and backed by the full faith and credit of the United States or such State having maturities of business in an aggregate outstanding amount not more than one (1) year from the date of acquisition; (ii) demand deposits, certificates of deposit, time deposits, Eurodollar time deposits, or bankers’ acceptances, having in each case a tenor of not more than one (1) year issued by any nationally or state chartered commercial bank having combined capital and surplus of not less than $1,000,000,000 whose short term securities are rated at least A-1 by Standard & Poor’s Rating Group and P-1 by Xxxxx’x Investors Service, Inc.; (iii) commercial paper of an issuer rated at least A-1 by Standard & Poor’s Rating Group or P-1 by Xxxxx’x Investors Service, Inc. and in either case having a tenor of not more than one (1) year from the date of acquisition; and (iv) money market funds that comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940; (f) Investments by Borrower in any Subsidiary of Borrower, provided that (i) no Event of Default or Potential Event of Default shall have occurred and be continuing or would be caused by the incurrence of such Investment, and (ii) the aggregate principal amount of such Investments shall not at any time to exceed One Million Dollars ($1,000,000.00); (g) hedging agreements entered into in the ordinary course of Borrower’s financial planning solely to hedge currency risks (One Hundred and not for speculative purposes); (h) Investments consisting of security deposits with utilities and other like entities made in the ordinary course of business; (i) employee loans, travel advances and guarantees in accordance with Borrower’s usual and customary practices with respect thereto which in the aggregate shall not exceed Fifty Thousand Dollars ($50,000.001,150,000.00) outstanding at any time; one time and (jh) Investments (including debt obligations) received in connection with any of the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising foregoing not described in the ordinary course of Borrower’s business; preceding clauses (ka) the formation of one or more Subsidiariesthrough (g), so long as if any such Subsidiary is organized under the laws of a jurisdiction located in the United States of America, Borrower causes such Subsidiary an amount not to become a guarantor hereunder by delivering to Bank a guaranty in form and substance reasonably satisfactory to Bank, along with any such other document as Bank shall deem appropriate for such purpose, promptly after formation (and in any event within thirty (30) days after such formation). (l) other Investments not exceeding exceed Two Hundred Eighty Seven Thousand and Five Hundred Dollars ($200,000.00287,500.00) in the aggregate in any fiscal year, provided that no Event of Default or Potential Event of Default shall have occurred and be continuing or would be caused by the incurrence of such Investment.

LOANS, ADVANCES, INVESTMENTS. Make Except as permitted by Section 6.1, make or agree to make or allow to remain outstanding any loans or advances to or investments in any person acquire Investments in, or entity (each purchase or otherwise acquire all or substantially all of the assets of any Person; provided, however, the foregoing is referred restrictions shall not apply to herein as an “Investment”), except: (a) Investments permitted by Sections 5.5 advances or extensions of credit in the form of accounts receivable incurred in the ordinary course of business and 5.6 of this Agreement; upon terms common in the industry for such accounts receivable, (b) Investments existing as advances to employees of the date hereof and set forth on Schedule 5.7 hereto; (c) Deposit accounts with banks; (d) Investments consisting Borrower for the payment of accounts receivable of, notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not affiliates of Borrower, expenses in the ordinary course of business; , (ec) the purchase or acquisition of Oil and Gas Properties, (d) Investments in the form of (i) marketable obligations debt securities issued or unconditionally directly and fully guaranteed or insured by the United States Government or any agency or any State thereof and backed by the full faith and credit of the United States or such State having instrumentality thereof, with maturities of not no more than one (1) year from the date of acquisition; , (ii) demand deposits, certificates commercial paper of deposit, time deposits, Eurodollar time deposits, or bankers’ acceptances, having in each case a tenor of not more than one (1) year issued by any nationally or state chartered commercial bank having combined capital and surplus of not less than $1,000,000,000 whose short term securities are domestic issuer rated at the date of acquisition at least A-1 P-2 by Moodx'x Xxxestor Service, Inc. or A-2 by Standard & Poor’s Rating Group 's Corporation and P-1 by Xxxxx’x Investors Service, Inc.; (iii) commercial paper with maturities of an issuer rated at least A-1 by Standard & Poor’s Rating Group or P-1 by Xxxxx’x Investors Service, Inc. and in either case having a tenor of not no more than one (1) year from the date of acquisition; , (iii) repurchase agreements covering debt securities or commercial paper of the type permitted in this Section, certificates of deposit, demand deposits, eurodollar time deposits, overnight bank deposits and bankers' acceptances, with maturities of no more than one year from the date of acquisition, issued by or acquired from or through the Agent, any Lender, or any bank or trust company organized under the laws of the United States or any state thereof 56 62 and having capital surplus and undivided profits aggregating at least $500,000,000, and (iv) money market funds that comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940; (f) Investments by Borrower in any Subsidiary of Borrower, provided that (i) no Event of Default or Potential Event of Default shall have occurred and be continuing or would be caused by the incurrence of such Investment, and (ii) the aggregate principal amount of such Investments shall not at any time exceed One Million Dollars ($1,000,000.00); (g) hedging agreements currency exchange contracts entered into in the ordinary course of Borrower’s financial planning solely business, (e) other short-term Investments similar in nature and degree of risk to hedge currency risks those described in clause (d) of this Section, (f) loans or advances by any Borrower to any other Borrower and by KCS to any Subsidiary of KCS, which loans and advances are payable on demand, duly entered on the books and records of such Borrower and KCS, and which are not for speculative purposes); subordinated in right of payment to any other Indebtedness of KCS except pursuant to the Subordination Agreement dated September 25, 1996 made by KCS, CIBC, KCS Resources, Inc., KCS Pipeline Systems, Inc., KCS Michigan Resources, Inc., and KCS Energy Marketing, Inc., or (hg) Investments consisting loans to Persons who are purchasers of security deposits with utilities and other like entities made in Property of any Borrower granted pursuant to the ordinary course sale of business; (i) employee loans, travel advances and guarantees in accordance with Borrower’s usual and customary practices with respect thereto which in the aggregate such Property provided such loans shall not exceed Fifty Thousand Dollars ($50,000.00) outstanding at any time; (j) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of Borrower’s business; (k) the formation of one or more Subsidiaries, so long as if any such Subsidiary is organized under the laws of a jurisdiction located in the United States of America, Borrower causes such Subsidiary to become a guarantor hereunder by delivering to Bank a guaranty in form and substance reasonably satisfactory to Bank, along with any such other document as Bank shall deem appropriate for such purpose, promptly after formation (and in any event within thirty (30) days after such formation). (l) other Investments not exceeding Two Hundred Thousand Dollars ($200,000.00) in the aggregate in any fiscal year, provided that no Event sum of Default or Potential Event of Default shall have occurred and be continuing or would be caused by the incurrence of such Investment$500,000.00.

LOANS, ADVANCES, INVESTMENTS. Make Except as permitted by Section 6.1, make or agree to make or allow to remain outstanding any loans or advances to or investments in any person acquire Investments in, or entity (each purchase or otherwise acquire all or substantially all of the assets of any Person; provided, however, the foregoing is referred restrictions shall not apply to herein as an “Investment”), except: (a) Investments permitted by Sections 5.5 advances or extensions of credit in the form of accounts receivable incurred in the ordinary course of business and 5.6 of this Agreement; upon terms common in the industry for such accounts receivable, (b) Investments existing as advances to employees of the date hereof and set forth on Schedule 5.7 hereto; (c) Deposit accounts with banks; (d) Investments consisting Borrower for the payment of accounts receivable of, notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not affiliates of Borrower, expenses in the ordinary course of business; , (ec) the purchase or acquisition of Oil and Gas Properties, (d) Investments in the form of (i) marketable obligations debt securities issued or unconditionally directly and fully guaranteed or insured by the United States Government or any agency or any State thereof and backed by the full faith and credit of the United States or such State having instrumentality thereof, with maturities of not no more than one (1) year from the date of acquisition; , (ii) demand deposits, certificates commercial paper of deposit, time deposits, Eurodollar time deposits, or bankers’ acceptances, having in each case a tenor of not more than one (1) year issued by any nationally or state chartered commercial bank having combined capital and surplus of not less than $1,000,000,000 whose short term securities are domestic issuer rated at the date of acquisition at least A-1 P-2 by Moodx'x Xxxestor Service, Inc. or A-2 by Standard & Poor’s Rating Group 's Corporation and P-1 by Xxxxx’x Investors Service, Inc.; (iii) commercial paper with maturities of an issuer rated at least A-1 by Standard & Poor’s Rating Group or P-1 by Xxxxx’x Investors Service, Inc. and in either case having a tenor of not no more than one (1) year from the date of acquisition; , (iii) repurchase agreements covering debt securities or commercial paper of the type permitted in this Section, certificates of deposit, demand deposits, eurodollar time deposits, overnight bank deposits and bankers' acceptances, with maturities of no more than one year from the date of acquisition, issued by or acquired from or through the Agent, any Lender, or any bank or trust company organized under the laws of the United States or any state thereof and having capital surplus and undivided profits aggregating at least $500,000,000, and (iv) money market funds that comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940; (f) Investments by Borrower in any Subsidiary of Borrower, provided that (i) no Event of Default or Potential Event of Default shall have occurred and be continuing or would be caused by the incurrence of such Investment, and (ii) the aggregate principal amount of such Investments shall not at any time exceed One Million Dollars ($1,000,000.00); (g) hedging agreements currency exchange contracts entered into in the ordinary course of Borrower’s financial planning solely to hedge currency risks business, (and not for speculative purposes); (h) Investments consisting of security deposits with utilities and other like entities made in the ordinary course of business; (i) employee loans, travel advances and guarantees in accordance with Borrower’s usual and customary practices with respect thereto which in the aggregate shall not exceed Fifty Thousand Dollars ($50,000.00) outstanding at any time; (j) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of Borrower’s business; (k) the formation of one or more Subsidiaries, so long as if any such Subsidiary is organized under the laws of a jurisdiction located in the United States of America, Borrower causes such Subsidiary to become a guarantor hereunder by delivering to Bank a guaranty in form and substance reasonably satisfactory to Bank, along with any such other document as Bank shall deem appropriate for such purpose, promptly after formation (and in any event within thirty (30) days after such formation). (le) other short-term Investments not exceeding Two Hundred Thousand Dollars similar in nature and degree of risk to those described in clause ($200,000.00d) in of this Section, or (f) loans or advances to the aggregate in any fiscal year, provided that no Event of Default or Potential Event of Default shall have occurred and be continuing or would be caused by the incurrence of such InvestmentGuarantor.

LOANS, ADVANCES, INVESTMENTS. Make Make, or permit Guarantor to make, any loans or advances to or investments in any person or entity entity, except (each a) any of the foregoing is referred existing as of, and disclosed to herein as an “Investment”)Bank prior to, except: (a) Investments permitted by Sections 5.5 and 5.6 of this Agreement; the date hereof, (b) Investments existing as of the date hereof and set forth on Schedule 5.7 hereto; loans or advances made by one Loan Party to another Loan Party, (c) Deposit accounts with banks; loans or advances made hereafter in the normal course of business to a wholly-owned subsidiary of Borrower or of Guarantor; provided however, that loans or advances made hereafter to a subsidiary of Borrower or Guarantor shall not at any time have an outstanding principal balance in excess of $2,000,000.00 in the aggregate for all such loans and advances combined, (d) Investments consisting of accounts receivable of, notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not affiliates of Borrower, in the ordinary course of business; (e) (i) marketable direct obligations issued or unconditionally guaranteed or insured by the United States Government of America or any agency or any State thereof and backed by maturing within one (1) year from the full faith and credit date of the United States or such State having maturities of not acquisition thereof, (ii) commercial paper maturing no more than one (1) year from the date of acquisition; (ii) demand deposits, certificates creation thereof and currently having a rating of deposit, time deposits, Eurodollar time deposits, or bankers’ acceptances, having in each case a tenor of not more than one (1) year issued by any nationally or state chartered commercial bank having combined capital and surplus of not less than $1,000,000,000 whose short term securities are rated at least A-1 by or P-1 from either Standard & Poor’s Rating Group and P-1 by Corporation or Xxxxx’x Investors Service, Inc.; (iii) commercial paper certificates of an issuer rated at least A-1 by Standard & Poor’s Rating Group or P-1 by Xxxxx’x Investors Service, Inc. and in either case having a tenor of not deposit maturing no more than one (1) year from the date of acquisition; investment therein issued by Bank and (iv) Bank’s money market funds that comply with accounts, (e) investments consisting of the criteria set forth in SEC Rule 2a-7 under the Investment Company Act endorsement of 1940; (f) Investments by Borrower in any Subsidiary of Borrower, provided that (i) no Event of Default negotiable instruments for deposit or Potential Event of Default shall have occurred and be continuing collection or would be caused by the incurrence of such Investment, and (ii) the aggregate principal amount of such Investments shall not at any time exceed One Million Dollars ($1,000,000.00); (g) hedging agreements entered into similar transactions in the ordinary course of Borrower’s , (f) investments consisting of accounts held at other financial planning solely institutions, to hedge currency risks the extent permitted by Section 4.10, (and g) investments accepted in connection with dispositions permitted by Section 5.4 in an aggregate amount not for speculative purposes); to exceed $500,000, (h) Investments investments consisting of security deposits with utilities travel advances and employee relocation loans and other like entities made employee loans and advances in the ordinary course of business; (i) employee loans, travel advances and guarantees business in accordance with Borrower’s usual and customary practices with respect thereto which an aggregate amount not in the aggregate shall not exceed Fifty excess of One Hundred Thousand Dollars ($50,000.00100,000), (i) outstanding at any time; (j) Investments investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of business, (j) joint ventures or strategic alliances in the ordinary course of Borrower’s business; (k) business consisting of the formation non-exclusive licensing of one technology, the development of technology or more Subsidiariesthe providing of technical support, so long as if provided that any such Subsidiary is organized under the laws of a jurisdiction located in the United States of America, cash investments by Borrower causes such Subsidiary to become a guarantor hereunder by delivering to Bank a guaranty in form and substance reasonably satisfactory to Bank, along with any such other document as Bank shall deem appropriate for such purpose, promptly after formation (and in any event within thirty (30) days after such formation). (l) other Investments do not exceeding exceed Two Hundred Thousand Dollars ($200,000.00200,000) in the aggregate in any fiscal year, provided that no Event of Default or Potential Event of Default shall have occurred and be continuing or would be caused by the incurrence of such Investment(k) Permitted Acquisitions.

LOANS, ADVANCES, INVESTMENTS. Make any loans or advances to or investments in any person or entity entity, except (each a) any of the foregoing is referred existing as of, and disclosed to herein as an “Investment”)CPC prior to, except: (a) Investments permitted by Sections 5.5 and 5.6 of this Agreement; the date hereof (b) Investments existing as any of the date hereof and set forth on Schedule 5.7 hereto; foregoing made in connection with a Permitted Acquisition, (c) Deposit accounts with banks; (d) Investments consisting of accounts receivable of, notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not affiliates of Borrower, in the ordinary course of business; (e) (i) readily marketable obligations issued or unconditionally directly and fully guaranteed or insured by the United States Government of America or any agency or any State instrumentality thereof and backed by the full faith and credit of the United States or such State having maturities of not more than one (1) year 360 days from the date of acquisition; acquisition thereof, (iid) demand depositscommercial paper issued by any entity organized under the laws of any state of the United States of America and rated at least “Prime-1” (or the then equivalent grade) by Xxxxx’x or at least “A-1” (or the then equivalent grade) by S&P, certificates of deposit, time deposits, Eurodollar time deposits, or bankers’ acceptances, having in each case a tenor with maturities of not more than one 180 days from the acquisition thereof, (1e) year issued by time deposits with, or insured certificates of deposit or bankers’ acceptances of, any nationally or state chartered commercial bank having combined capital and surplus of not less than $1,000,000,000 whose short term securities are rated at least A-1 by Standard & Poor’s Rating Group and P-1 by Xxxxx’x Investors Servicebank, Inc.; (iii) commercial paper of an issuer rated at least A-1 by Standard & Poor’s Rating Group or P-1 by Xxxxx’x Investors Serviceincluding CPC, Inc. and in either case having a tenor maturity of not more than one (1) year 365 days from the date of acquisition; and (iv) money market funds that comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940; acquisition thereof, (f) Investments by Borrower investments in any Subsidiary of Borrowermoney market fund, provided that (i) no Event of Default mutual fund, or Potential Event of Default shall have occurred and be continuing or would be caused by the incurrence of such Investmentother registered investment company, and (ii) the aggregate principal amount of such Investments shall not at any time exceed One Million Dollars ($1,000,000.00); (g) hedging agreements entered into investments in any subsidiary existing on the date hereof, with any additional investment in any such subsidiaries not to exceed $50,000 annually other than investments necessary for any Permitted Acquisition, (h) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of Borrower’s financial planning solely business and investments received in satisfaction or partial satisfaction thereof from financially troubled debtors to hedge currency risks (the extent necessary in order to prevent or limit loss, and not for speculative purposes); (h) Investments consisting of security deposits with utilities and other like entities made in the ordinary course of business; (i) employee other loans, travel advances and guarantees to or investments in accordance with Borrower’s usual and customary practices with respect thereto which any person or entity in an amount not to exceed $500,000 in the aggregate shall not exceed Fifty Thousand Dollars ($50,000.00) outstanding at any time; (j) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of Borrower’s business; (k) the formation of one or more Subsidiaries, so long as if any such Subsidiary is organized under the laws of a jurisdiction located in the United States of America, Borrower causes such Subsidiary to become a guarantor hereunder by delivering to Bank a guaranty in form and substance reasonably satisfactory to Bank, along with any such other document as Bank shall deem appropriate for such purpose, promptly after formation (and in any event within thirty (30) days after such formation)aggregate. (l) other Investments not exceeding Two Hundred Thousand Dollars ($200,000.00) in the aggregate in any fiscal year, provided that no Event of Default or Potential Event of Default shall have occurred and be continuing or would be caused by the incurrence of such Investment.

LOANS, ADVANCES, INVESTMENTS. Make or agree to make or allow to remain outstanding any loans or advances to or investments in any person Investments in, or entity (each purchase or otherwise acquire all or substantially all of the assets of any Person, or form any new Subsidiaries; provided, however, the foregoing is referred restrictions shall not apply to herein as an “Investment”), except: (a) Investments permitted by Sections 5.5 advances or extensions of credit in the form of accounts receivable incurred in the ordinary course of business and 5.6 of this Agreement; upon terms common in the industry for such accounts receivable, (b) Investments existing as advances to employees for the payment of the date hereof and set forth on Schedule 5.7 hereto; (c) Deposit accounts with banks; (d) Investments consisting of accounts receivable of, notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not affiliates of Borrower, expenses in the ordinary course of business; , (ec) loans, advances, or Investments by the Borrower to any Guarantor, by any Guarantor to the Borrower or by any Guarantor to any other Guarantor, (d) Investments in the form of (i) marketable obligations debt securities issued or unconditionally directly and fully guaranteed or insured by the United States Government or any agency or any State thereof and backed by the full faith and credit of the United States or such State having instrumentality thereof, with maturities of not no more than one year, (1ii) commercial paper of a domestic issuer rated at the date of acquisition at least P-2 by Xxxxx'x Investor Service, Inc. or A-2 by Standard & Poor's Ratings Services and with maturities of no more than one year from the date of acquisition; , or (iiiii) demand depositsrepurchase agreements covering debt securities or commercial paper of the type permitted in this Section, certificates of deposit, demand deposits, eurodollar time deposits, Eurodollar time deposits, or overnight bank deposits and bankers’ ' acceptances, having in each case a tenor with maturities of not no more than one (1) year issued by any nationally or state chartered commercial bank having combined capital and surplus of not less than $1,000,000,000 whose short term securities are rated at least A-1 by Standard & Poor’s Rating Group and P-1 by Xxxxx’x Investors Service, Inc.; (iii) commercial paper of an issuer rated at least A-1 by Standard & Poor’s Rating Group or P-1 by Xxxxx’x Investors Service, Inc. and in either case having a tenor of not more than one (1) year from the date of acquisition; and (iv) money market funds that comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940; (f) Investments , issued by Borrower in or acquired from or through any Subsidiary of Borrower, provided that (i) no Event of Default Lender or Potential Event of Default shall have occurred and be continuing any bank or would be caused by the incurrence of such Investment, and (ii) the aggregate principal amount of such Investments shall not at any time exceed One Million Dollars ($1,000,000.00); (g) hedging agreements entered into in the ordinary course of Borrower’s financial planning solely to hedge currency risks (and not for speculative purposes); (h) Investments consisting of security deposits with utilities and other like entities made in the ordinary course of business; (i) employee loans, travel advances and guarantees in accordance with Borrower’s usual and customary practices with respect thereto which in the aggregate shall not exceed Fifty Thousand Dollars ($50,000.00) outstanding at any time; (j) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of Borrower’s business; (k) the formation of one or more Subsidiaries, so long as if any such Subsidiary is trust company organized under the laws of a jurisdiction located in the United States or any state thereof and having capital surplus and undivided profits aggregating at least $100,000,000, (e) other short-term Investments similar in nature and degree of Americarisk to those described in clause (d) of this Section, Borrower causes such Subsidiary to become a guarantor hereunder by delivering to Bank a guaranty in form and substance reasonably satisfactory to Bank, along with any such other document as Bank shall deem appropriate for such purpose, promptly after formation or (and in any event within thirty (30) days after such formation). (lf) other Investments not exceeding Two Hundred Thousand Dollars (to exceed $200,000.00) 1,000,000 in the aggregate in any fiscal year, provided that no Event of Default or Potential Event of Default shall have occurred and be continuing or would be caused by the incurrence of such Investmentaggregate.