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

Loans, Investments, Guarantees, Etc. Borrower shall not, directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) the endorsement of instruments for collection or deposit in the ordinary course of business; (b) investments in: (i) short- term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of the Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; (c) the guarantees set forth in the Information Certificate; (d) loans, advances and investments between the Borrowers subject to the restrictions of Section 9.12 hereof; and (e) Borrower may make additional loans, advances or investments in and to subsidiaries that are not Borrowers in an amount not to exceed Five Thousand Dollars ($5,000) in the aggregate per annum. It is recognized that Ametech and all of its subsidiaries (including, but not limited to, ETS) file consolidated income tax returns and payroll tax returns and pay such, if any, on a consolidated basis, and that such filings and payment of taxes in connection therewith shall not be considered a loan, investment, guarantee or capital contribution for purposes of this Section 9.10.

Loans, Investments, Guarantees, Etc. Borrower shall notNeither of Borrowers shall, directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) the endorsement of instruments for collection or deposit in the ordinary course of business; (b) investments in: (i) short- short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of the such Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1, and (iv) notes, stock, obligations, securities or other investments received in connection with the bankruptcy or reorganization of customers of Borrowers and in the settlement of delinquent obligations of, and other disputes with customers, to the extent such settlement, acceptance and receipt thereof are permitted under the terms of this Agreement; provided, that, as to any of the foregoing, unless waived in writing by Lender, Borrower Borrowers shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; (c) the Guarantees and the guarantees set forth in the Information Certificate; (d) loans, loans and advances to employees of either Borrower in the ordinary course of business not to exceed $20,000 for both Borrowers in the aggregate amount of such employee loans outstanding at any one time; (e) short-term loans between Borrowers in the ordinary course of business solely for working capital purposes and investments between the Borrowers subject to the restrictions out of Section 9.12 hereoflegally available funds therefor; and (ef) Borrower may make additional loans, advances or equity investments by ORC in OMPC-NC on terms and conditions satisfactory to subsidiaries that are not Borrowers in an amount not to exceed Five Thousand Dollars ($5,000) in the aggregate per annum. It is recognized that Ametech and all of its subsidiaries (including, but not limited to, ETS) file consolidated income tax returns and payroll tax returns and pay such, if any, on a consolidated basis, and that such filings and payment of taxes in connection therewith shall not be considered a loan, investment, guarantee or capital contribution for purposes of this Section 9.10Lender.

Loans, Investments, Guarantees, Etc. Borrower shall not, directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) the endorsement of instruments for collection or deposit in the ordinary course of business; (b) investments in: (i) short- short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank reasonably satisfactory to Lender, payable to the order of the Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 A-1 or P1; providedP-1, that, as (iv) repurchase agreements and reverse repurchase agreements relating to marketable direct obligations issued or unconditionally guaranteed by the United States of America or issued by any governmental agency thereof and backed by the full faith and credit of the foregoingUnited States of America, unless waived in writing by Lendereach case maturing within one (1) year or less from the date of acquisition, Borrower shall take such actions as are deemed necessary by Lender to perfect and (v) investments in money market funds and mutual funds which invest substantially all of their assets in securities of the security interest of Lender types described in such investmentsclauses (i) through (iv) above; and (c) the guarantees set forth in the Information Certificate; (d) loansloans from Borrower to Borrower's Subsidiary BOGOs, advances and investments between Inc. in the Borrowers subject to the restrictions ordinary course of Section 9.12 hereof; and (e) Borrower may make additional loans, advances or investments in and to subsidiaries that are not Borrowers business in an amount not to exceed Five Thousand Dollars ($5,0003,000,000 at any one time outstanding; e) loans to landlords in the aggregate per annum. It is recognized that Ametech and all ordinary course of its subsidiaries (including, but not limited to, ETS) file consolidated income tax returns and payroll tax returns and pay such, if any, on a consolidated basis, and that such filings and payment of taxes business in connection therewith shall with improvements made to property leased to Borrower, not to exceed an aggregate amount of $3,000,000 at any time outstanding; (f) loans to Borrower by Borrower's Subsidiary, Talon Insurance Company, Inc., (g) loans in an amount not to exceed $300,000 at any time outstanding by Borrower to its chief executive officer to finance the purchase of shares of Borrower's common stock by such chief executive officer and (h) loans, in an amount not in excess of $300,000 in any fiscal year of Borrower, to employees of Borrower for moving costs incurred or to be considered a loan, investment, guarantee or capital contribution for purposes of this Section 9.10incurred by such employees.

Loans, Investments, Guarantees, Etc. No Borrower or Guarantor shall not, directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) the endorsement of instruments for collection or deposit in the ordinary course of business; (b) investments (which shall not exceed $1,000,000 in the aggregate at any time that any Loans or Letter of Credit Accommodations are outstanding) in: (i) short- short-term direct obligations of the United States GovernmentGovernment or any agency thereof backed by the full faith and credit of the United States of America, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lenderincorporated or chartered under the laws of the United States of America or any state thereof having combined capital, surplus, and undivided profits of not less than $300,000,000 and having a senior secured rating of "A" (or the equivalent) or better by a nationally recognized rating agency, payable to the order of the such Borrower or Guarantor or to bearer and delivered to LenderLender (provided that the aggregate amount invested in the certificates of deposit of any one bank shall not exceed $100,000 at any one time), and (iii) commercial paper rated A1 or P1, and (iv) time deposits, maturing not more than 30 days from the date of creation thereof, with commercial banks, savings banks, or savings and loan associations having membership in the Federal Deposit Insurance Corporation and in amounts not exceeding the maximum amounts of deposit insurance thereunder; provided, that, as to any of the foregoing, unless waived in writing by Lender, such Borrower or Guarantor shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; (c) the guarantees set forth in the Information CertificateCertificate and other guarantees of any indebtedness permitted by Section 9.9; (d) equity investments by Holdings in any Borrower or Guarantor made with the proceeds of stock issuances permitted by Section 9.7; (e) equity investments by any Borrower or Guarantor (other than Holdings) in, and loans and advances to any Borrower or Guarantor (other than Holdings) so long as (i) such investments, loans, and advances are used by the recipient for working capital purposes only, (ii) the aggregate cumulative amount of such equity investments by all Borrowers and Guarantors (other than Holdings) plus the aggregate net outstanding principal balance of such loans and advances by all Borrowers and Guarantors (other than Holdings) shall not exceed at any time the sum of the amount of unrepaid equity investments between by Holdings under clause (d) of this Section plus $10,000,000, (iii) any such loans and advances are unsecured and repayable on demand, and (iv) after giving effect to any such investment, loan or advance by a Borrower, such Borrower will have borrowing availability for Revolving Loans under Section 2.1 that is at least equal to its working capital requirements for the Borrowers subject next succeeding 90 days, based on such Borrower's historical financial performance; (f) loans and advances to the restrictions of Section 9.12 hereofemployees for travel and other normal and customary business expenses consistent with reasonable historical practices; and (eg) acquisitions by a Borrower may make additional loansor Guarantor (other than Holdings) of any assets or capital stock of any Person so long as (i) after giving effect thereto, advances the Borrowers have Excess Availability in the aggregate in excess of $7,500,000, (ii) no Event of Default then exists or investments in has occurred and to subsidiaries that are not Borrowers in an amount not to exceed Five Thousand Dollars is continuing or would exist or occur after giving effect thereto, ($5,000iii) in the aggregate per annum. It is recognized that Ametech case of an acquisition of capital stock, the issuer of such capital stock will be a wholly owned subsidiary of a Borrower upon the consummation of such acquisition and such issuer shall have executed and delivered a guaranty of the Obligations and a written agreement to become a Guarantor for all of its subsidiaries (including, but not limited to, ETS) file consolidated income tax returns and payroll tax returns and pay such, if any, on a consolidated basis, and that such filings and payment of taxes in connection therewith shall not be considered a loan, investment, guarantee or capital contribution for purposes of this Section 9.10Agreement, each in form and substance acceptable to Lender, and (iv) the assets so acquired are, or the business of the subsidiary so acquired is, reasonably related to the business in which Borrowers are engaged on the date hereof.