Certain Investments Sample Clauses

Certain Investments. EXHIBITS: A-1 Borrowing Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Tranche B-1 Term Loan Note B-2 Tranche B-2 Term Loan Note B-3 Revolving Loan Note B-4 Swing Line Note C Compliance Certificate D [Reserved] E Assignment Agreement F Certificate re Non-Bank Status G-1 Restatement Date Certificate G-2 Solvency Certificate H Counterpart Agreement I Pledge and Security Agreement J Mortgage K Landlord Waiver and Consent Agreement L Intercompany Note M Joinder Agreement This SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of September 5, 2013, is entered into by and among FAIRMOUNT MINERALS, LTD., a Delaware corporation (the “U.S. Borrower” or the “Borrower Representative”), FAIRMOUNT MINERALS HOLDINGS, INC., a Delaware corporation (“Holdings”), CERTAIN SUBSIDIARIES OF THE U.S. BORROWER, as Guarantors, LAKE SHORE SAND COMPANY (Ontario) LTD., an entity organized under the laws of the province of Ontario, Canada, as Canadian Borrower (the “Canadian Borrower”, and, together with the U.S. Borrower, the “Borrowers”), the Lenders party hereto from time to time, BARCLAYS BANK PLC (“Barclays Bank”), as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”), as Revolving Administrative Agent (together with its permitted successors in such capacity, the “Revolving Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, the “Collateral Agent”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”) as Syndication Agent (together with its permitted successors in such capacity, the “Syndication Agent”), and PNC BANK, NATIONAL ASSOCIATION (“PNC Bank”) and ▇▇▇▇▇ FARGO SECURITIES, LLC (“▇▇▇▇▇ Fargo Securities”), as Co-Documentation Agents (together with their permitted successors in such capacity, the “Co-Documentation Agents”).

Certain Investments. Make or maintain any Vendor Finance Investments (other than Vendor Finance Investments to the extent covered by independent third-party credit insurance as to which the insurer does not dispute coverage) that exceed in the aggregate, together with all other Vendor Finance Investments then outstanding $150,000,000 less the aggregate applicable amount of all Securitizations of the Borrower and its Subsidiaries at any time outstanding.

Certain Investments. EXHIBITS:

Certain Investments. (a) Make any Investments after the date of this Agreement in an Unrestricted Subsidiary or in any other Person that is not a Subsidiary at the time of (or as a result of) such Investment, unless (i) the lines of business in which such Unrestricted Subsidiary or other Person is primarily engaged are permitted for the MLP and the Issuer and their Restricted Subsidiaries under this Agreement, and (ii) at the time of the making of such Investment and after giving effect thereto, the MLP and the Issuer shall be in compliance on a pro forma basis with Section 10.12 and, if such Investment is made by a Restricted Subsidiary, such Restricted Subsidiary shall be in compliance with Section 10.3(b), in each case as of the most recent Quarter-End Date for which financial statements have been delivered pursuant to Section 7.1(a) or Section 7.1(b); (b) Make any Investments in Non-U.S./Canadian Persons in excess of $5,000,000 in the aggregate; or (c) In the case of the MLP, directly own Equity Interests in any Person other than the Issuer and Financing Vehicles.

Certain Investments. Permit the assets of any Insurance Subsidiary to be invested at any time in violation of the following limitations: (a) All investments shall be in compliance with the Insurance Code as applicable to each of the Insurance Subsidiaries as well as the applicable insurance laws and regulations of any other applicable jurisdiction relating to investments by each Insurance Subsidiary. 74 (b) No less than one hundred (100%) of any Insurance Subsidiary's investments in bonds or similar instruments (the "Bond Portfolio") shall be Investment Grade Securities; provided, however, that in the event any Investment Grade Securities become non-Investment Grade Securities while held by such Insurance Subsidiary ("Downgraded Investments"), such Subsidiary shall be permitted to hold such Downgraded Investments without regard to the foregoing limitation, but only to the extent that no more than one percent of the aggregate value of the Bond Portfolio is invested at any time in Downgraded Investments. (c) No more than ten percent (10%) of the Invested Assets shall be invested, in the aggregate, in real estate, mortgages, or any Securities (including investments in Affiliates but excluding Investment Grade Securities); provided, however, that there shall be no limit on the amount that any Insurance Subsidiary may loan to or invest in the Borrower. (d) No more than two percent (2%) of Invested Assets shall be invested, taking all forms of investment into account, in any single Issuer Group.

Certain Investments. A▇▇▇▇▇▇ or any of his Affiliates (other than the Borrowers and their Subsidiaries) that is not a Subsidiary of LVSI shall directly acquire or hold any Investment in any Subsidiary of Phase II Mall Subsidiary Holding other than through Phase II Mall Subsidiary Holding; THEN (i) upon the occurrence of any Event of Default described in subsection 7.6 or 7.7, each of (a) the unpaid principal amount of and accrued interest on the Loans and (b) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by the Borrowers, and the obligation of each Lender to make any Loan hereunder shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, the Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to the Borrowers, declare all or any portion of the amounts described in clauses (a) and (b) above to be, and the same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any Loan hereunder shall thereupon terminate. Notwithstanding anything contained in the preceding paragraph, if at any time within 60 days after an acceleration of the Loans pursuant to clause (ii) of such paragraph the Borrowers shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to subsection 9.6, then Requisite Lenders, by written notice to the Borrowers, may at their option rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended, directly or indirectly, to benefit the Borrowers, and such provisions shall not at any time be construed so as to grant the Bo...

Certain Investments. Prior to the Closing, the Company will liquidate any and all investment securities and cash equivalents which it owns so that the current assets of the Company at the time of the Closing will consist only of cash, accounts receivable and prepaid expenses. Prior to the Closing, Employee accounts will be liquidated or written off at the election of the Company.

Certain Investments. Contributions to and interests of the Company in decommissioning trusts relating to the Palo Verde Nuclear Generating Station (“PVNG”) (to the extent such contributions and interest constitute investments) as contemplated by the ANPP Participation Agreement dated as of August 23, 1973, as amended.

Certain Investments. To the extent that investment securities of any Person that are subject to a stockholders, investment, operating or other similar agreement pursuant to which rights and obligations arising thereunder are jointly held or exercisable or are derived from common ownership are included in both the NBCU Assets and the Excluded NBCU Assets (including the investment securities of the Persons listed on Section 6.28 of the NBCU Disclosure Letter), the parties hereto shall (a) determine an equitable allocation of the non-economic rights and obligations arising under such agreements as between Newco and its Subsidiaries, on the one hand, and GE and its Subsidiaries, on the other hand (which allocation shall take into account the relative ownership of such investment securities and the relationship of Newco and its Subsidiaries with such Person after giving effect to the Closing) and (b) use their commercially reasonable efforts to cause such allocation to be implemented as of the Closing or as soon thereafter as possible (including executing any necessary assignment and assumption documents and obtaining any necessary consent of any third party).