Advances, Investments and Loans Each Obligor will not, and will not permit any of its Subsidiaries (other than a member of the CEAL Group to which the CEAL Exception Conditions apply) to, directly or indirectly, lend money or credit or make advances to any person, or purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, any other person (all of the foregoing, “Investments”), except that the following shall be permitted:
(a) the Parent and its Subsidiaries may acquire and hold accounts receivables arising in the ordinary course of business and owing to any of them;
(b) the Parent and its Subsidiaries may acquire and hold Cash Equivalents, provided that at any time there are Revolving Facility Outstandings and/or Swingline Facility Outstandings, the aggregate amount of Cash Equivalents permitted to be held by Parent and its Subsidiaries shall not exceed €50,000,000 (or its equivalent in other currencies) for any period of five (5) consecutive Business Days;
(c) the Parent and its Subsidiaries may make loans and advances in the ordinary course of business to their respective employees so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed €10,000,000 (or its equivalent in other currencies);
(d) the Parent and its Subsidiaries may enter into Other Interest Hedging Agreements to the extent permitted in Clause 26.4(d) (Indebtedness);
(e) the Parent and its Subsidiaries may enter into and perform their obligations under Other Currency/Commodity Hedging Agreements entered into in the ordinary course of business so long as any such Other Currency/Commodity Hedging Agreement is not speculative in nature and is (i) related to income derived from foreign sales or operations of the Parent or any Subsidiary or otherwise related to purchases permitted hereunder from foreign suppliers, (ii) entered into to protect the Parent and/or its Subsidiaries against fluctuations in the prices of raw materials used in their businesses or (iii) entered into to protect the Group’s exposure to adverse movements in foreign exchange in relation to the Facilities and any Permitted Subordinated Indebtedness;
(f) loans may be made as expressly permitted by paragraphs (e) and (f) of Clause 26.4 (Indebtedness);
(g) the Parent and its Subsidiaries may (i) sell or transfer assets to the extent permitted by Clause 26.2 (Consolidation, Merger, Purchase or Sale of Assets, etc.), and may acquire non-cash consideration in respect thereof to the extent permitted by Clause 26.2 (Consolidation, Merger, Purchase or Sale of Assets, etc.) and (ii) repurchase Equity Interests in certain of its Subsidiaries to the extent expressly permitted pursuant to Clause 26.2(m) (Consolidation, Merger, Purchase or Sale of Assets, etc.);
(h) the Parent may effect Permitted Acquisitions in accordance with the requirements of Clause 26.2(p) (Consolidation, Merger, Purchase or Sale of Assets, etc.) and an amount equal to the cash consideration therefor may be contributed, loaned or advanced to, or invested in, the respective person (which must be the Parent or a Wholly-Owned Subsidiary thereof) making such Permitted Acquisition by the Parent or any of its Wholly-Owned Subsidiaries so long as all amounts so invested are in fact used within ten days of the respective payment to pay such consideration owing in connection with the respective Permitted Acquisition (or if not so used, are returned to the Parent or its respective Wholly-Owned Subsidiary at the end of such five-day period);
(i) Investments consisting of guarantees in existence on the Initial Borrowing Date as disclosed in Clause 26.4 (Indebtedness) or arising thereafter as a result of guarantees permitted pursuant to Clause 26.4 (Indebtedness);
(j) the Parent and its Subsidiaries may, in the ordinary course of business, acquire and own investments (including debt obligations) received in connection with the bankruptcy or reorganisation of, or in settlement of delinquent obligations of, their suppliers and customers;
(k) in addition to Investments otherwise permitted above, the Parent and its Subsidiaries may hold (i) their interests in their respective Subsidiaries and (ii) Investments as are in effect on the Initial Borrowing Date which are set out in Part VII of Schedule 10 (Existing Investments);
(l) (i) the Parent and the Qualified Obligors may make cash common equity contributions to the capital of Wholly-Owned Subsidiaries of the Parent which are also Qualified Obligors, provided that in the event that any Qualified Obligor in which an investment is made pursuant to this paragraph (l) ceases to constitute a Wholly-Owned Subsidiary of the Parent which is a Qualified Obligor, any remaining Investment therein by the Parent or any of its Subsidiaries will be required to be independently justified under another clause of this Clause 26.5 and (ii) Wholly-Owned Subsidiaries may make cash equity investments (including, for this purpose, preferred equity investments) in Non-Guarantor Subsidiaries (A) to the extent all proceeds of such equity investment are immediately thereafter used by such Non-Guarantor Subsidiary to repay in cash outstanding Intercompany Loans in a like amount previously made by a Qualified Obligor (and otherwise permitted hereunder) to such Non-Guarantor Subsidiary and (B) so long as any Equity Interest issued as consideration for such equity investment is promptly pledged to the Security Trustee for the benefit of the Finance Parties to the extent required by Clause 25.7 (Additional Security and Further Assurances) or any Security Document;
(m) Non-Guarantor Subsidiaries may make cash common equity contributions to the capital of other Non-Guarantor Subsidiaries, provided that in the event that any Non-Guarantor Subsidiary which has received a common equity contribution pursuant to this paragraph (m) ceases to constitute a Subsidiary of the Parent, any remaining Investment therein by the Parent or any of its Subsidiaries will be required to be independently justified under another clause of this Clause 26.5; and
(n) so long as no Default or Event of Default then exists or would exist after giving effect thereto, the Parent and its Subsidiaries may make additional Investments (which remain outstanding on any date of determination) (i) in the event that the Consolidated Leverage Ratio is greater than 3.75:1.00, not exceeding in aggregate €15,000,000 (or its equivalent in other currencies) and (ii) in the event the Consolidated Leverage Ratio is less than or equal to 3.75:1.00, not exceeding in aggregate €40,000,000 (or its equivalent in other currencies), (and will remain so after the making of each Investment made pursuant to this proviso), it being understood and agreed that, at any time (ii) above is not applicable, Investments made pursuant thereto shall be permitted to remain outstanding, but shall be taken into account in determining whether additional Investments may be made pursuant to this paragraph (n) (without the benefits of (ii) above)).
