Common use of Investments, Etc Clause in Contracts

Investments, Etc. The Parent will not, and will not permit any of its Restricted Subsidiaries to, make or permit to remain outstanding any Investment, except: (i) Investments held by the Parent and its Restricted Subsidiaries either (A) on the date of, and reflected in, the most recent financial statements delivered under Section 5.04 or (B) on the Restatement Effective Date, if, in the case of this clause (B), either such Investments are listed on Schedule 8.05 or the amount of any such individual Investment is less than or equal to $1,000,000); (ii) (A) Investments by the Parent and its Restricted Subsidiaries in Obligors, (B) Investments by any Subsidiary of the Parent that is not an Obligor in any Restricted Subsidiary and (C) to the extent constituting Investments, the sale, transfer or other disposition of the Equity Interests in (x) any Restricted Subsidiary of an Obligor to any other Obligor and (y) any Subsidiary of a non-Obligor to any Restricted Subsidiary; (iii) Investments by the Obligors in Restricted Subsidiaries that are not Obligors, if such Investments either (A) are outstanding on December 31, 2009 or (B) are made on or after January 1, 2010 and, in the case of this clause (B), the aggregate amount of such Investments (excluding Investments referred to in Section 8.05(a)(i)) does not exceed the sum of (w) $534,000,000 plus (x) 100% of all cash and the fair market value of non-cash assets received on or after January 1, 2010 by any Obligor on account of Investments made pursuant to this clause (iii), whether as income, return of capital or proceeds of the sale of such Investments plus (y) 100% of all loan repayments, proceeds of intercompany loans and other payments whether in cash or non-cash assets (the amount of any such non-cash assets being the fair market value thereof), except for amounts included in the foregoing subclause (x), received any time from and after January 1, 2010 by Obligors from Restricted Subsidiaries that are not Obligors plus (z) the Unapplied Equity Proceeds at such time; (iv) Investments in Project Entities and joint ventures if such Investments either (A) are outstanding on December 31, 2009 or (B) are made on or after January 1, 2010 and, in the case of this clause (B), the aggregate amount of such Investments (excluding Investments referred to in Sections 8.05(a)(i) and (ii)) does not exceed the sum of (w) $525,000,000 plus (x) 100% of all cash received on or after January 1, 2010 by any Obligor on account of Investments made pursuant to this clause (iv), whether as income, return of capital or proceeds of the sale of such Investments plus (y) at any time 50% of the cumulative Excess Cash Flow for the period commencing on January 1, 2010 through and including the last day of the fiscal year most recently ended prior to such time plus (z) the Unapplied Equity Proceeds at such time; (v) Permitted Investments; (vi) operating deposit accounts with banks; (vii) Guarantees by the Parent or any Restricted Subsidiary of Indebtedness or other obligations of the Parent or any Restricted Subsidiary or Affiliate not otherwise prohibited by this Agreement; (viii) Investments constituting Acquisitions permitted under Section 8.05(c); and (ix) additional Investments in an aggregate amount up to but not exceeding at any one time the sum of (x) $50,000,000 plus (y) 100% of all cash received after the Restatement Effective Date by the Parent and its Restricted Subsidiaries on account of Investments made pursuant to this clause (ix), whether as income, return of capital or proceeds of the sale of such Investments plus (z) the Unapplied Equity Proceeds at such time. Notwithstanding anything contained to the contrary in this paragraph (a), the Parent or any Restricted Subsidiary may permit internal reorganizations consisting of one or more intermediate steps that would otherwise violate this paragraph (a) if (i) after the completion of the final step of any such reorganization no such violation shall be continuing, (ii) in the reasonable opinion of the Administrative Agent, no such violation could be reasonably expected to be materially adverse to or otherwise jeopardize the interests of the Lenders, (iii) all of the steps required for the consummation of such reorganization shall be completed within a period of time deemed by the Administrative Agent to be reasonable and (iv) no Default shall have occurred or be continuing at any time while such steps are being completed or after giving effect to the consummation of such reorganization.

Investments, Etc. The Subject to the penultimate paragraph of Section 6.01, the Parent will not, and will not permit any of its Restricted Subsidiaries to, make or permit to remain outstanding any Investment, except: (i) Investments held by the Parent and its Restricted Subsidiaries either (A) on the date of, and reflected in, in the most recent financial statements statement delivered under Section 5.04 or (B) on the Restatement Effective Date, if, in the case of this clause (B), either such Investments are listed on Schedule 8.05 or the amount of any such individual Investment is less than or equal to $1,000,000)5.04; (ii) (A) Investments by the Parent and its Restricted Subsidiaries in Obligors, (B) Investments Obligors and by any Subsidiary of the Parent that is not an Obligor in any Restricted Subsidiary and (C) to the extent constituting Investments, the sale, transfer or other disposition of the Equity Interests in (x) any Restricted Subsidiary of an Obligor to any other Obligor and (y) any Subsidiary of a non-Obligor to any Restricted Subsidiary; (iii) Investments by the Obligors in Restricted Subsidiaries that are not Obligors, if such Investments either (A) are outstanding on December 31, 2009 or (B) are made on or after January 1, 2010 and, in the case of this clause (B), so long as the aggregate amount of all such Investments (excluding Investments referred to in Section 8.05(a)(i)) does made at any time after the Effective Date shall not exceed the sum of (w) $534,000,000 80,000,000 plus (x) 100% of all cash and received after the fair market value of non-cash assets received on or after January 1, 2010 Effective Date by any Obligor on account of Investments made pursuant to this clause (iii), whether as income, return of capital or proceeds of the sale of such Investments plus (y) 100% of all loan repayments, proceeds of intercompany loans and other payments whether in cash or non-cash assets (the amount of any such non-cash assets being the fair market value thereof)cash, except for amounts included in the foregoing subclause sub-clause (x), received any time from and after January 1, 2010 2006 by Obligors from Restricted Subsidiaries that are not Obligors plus (z) the Unapplied Equity Proceeds at such time; (iv) Investments in Project Entities and or joint ventures if such Investments either (A) are outstanding on December 31, 2009 or (B) are made on or after January 1, 2010 and, in the case of this clause (B), the an aggregate amount of such Investments (excluding Investments referred up to in Sections 8.05(a)(i) and (ii)) does but not exceed the sum of (w) exceeding $525,000,000 70,000,000 at any one time plus (x) 100% of all cash received on or after January 1, 2010 the Effective Date by any Obligor on account of Investments made pursuant to this clause (iv), whether as income, return of capital or proceeds of the sale of such Investments plus (y) at any time 50% of the cumulative Excess Cash Flow for the period commencing on January 1, 2010 2007 through and including the last day of the fiscal year most recently recent ended prior to such time plus (z) the Unapplied Equity Proceeds at such time; (v) Permitted Investments; (vi) operating deposit accounts with banks; (vii) Guarantees by the Parent or any Restricted Subsidiary of Indebtedness or other obligations of the Parent or any Restricted Subsidiary or Affiliate not otherwise prohibited by this Agreement; (viii) Investments constituting Acquisitions permitted under Section 8.05(c); and (ix) additional Investments in an aggregate amount up to but not exceeding at any one time the sum of (x) $50,000,000 plus (y) 100% of all cash received after the Restatement Effective Date by the Parent and its Restricted Subsidiaries on account of Investments made pursuant to this clause (ixx), whether as income, return of capital or proceeds of the sale of such Investments plus (z) the Unapplied Equity Proceeds at such time. Notwithstanding anything contained to the contrary in this paragraph (a), the Parent or any Restricted Subsidiary may permit internal reorganizations consisting of one or more intermediate steps that would otherwise violate this paragraph (a) if (i) after the completion of the final step of any such reorganization no such violation shall be continuing, (ii) in the reasonable opinion of the Administrative Agent, no such violation could be reasonably expected to be materially adverse to or otherwise jeopardize the interests of the Lenders, (iii) all of the steps required for the consummation of such reorganization shall be completed within a period of time deemed by the Administrative Agent to be reasonable and (iv) no Default shall have occurred or be continuing at any time while such steps are being completed or after giving effect to the consummation of such reorganization.

Investments, Etc. The Parent Borrower will not, and will not permit any of its Restricted Subsidiaries to, make or permit to remain outstanding any Investment, except: (i) Investments held by the Parent and its Restricted Subsidiaries either (A) on the date of, and reflected in, the most recent financial statements delivered under Section 5.04 or (B) on the Restatement Effective Date, if, in the case of this clause (B), either such Investments are listed on Schedule 8.05 or the amount of any such individual Investment is less than or equal to $1,000,000); (ii) (A) Investments by the Parent Borrower and its Restricted Subsidiaries in Obligors, (B) Investments Subsidiaries and by any Subsidiary of the Parent that is not an Obligor in any Restricted Subsidiary in the Borrower (including Guarantees by the Borrower of Indebtedness of any Subsidiary and (C) to the extent constituting Investments, the sale, transfer or other disposition of the Equity Interests in (x) by any Restricted Subsidiary of an Obligor to Indebtedness of the Borrower or any other Obligor and (y) any Subsidiary of a non-Obligor to any Restricted Subsidiary; (iii) Investments by the Obligors in Restricted Subsidiaries that are not Obligors, if such Investments either (A) are outstanding on December 31, 2009 or (B) are made on or after January 1, 2010 and, in the case of this clause (B), provided that the aggregate amount of any such Investments (excluding including Guarantees) by the Borrower and its Restricted Subsidiaries in Unrestricted Subsidiaries after the date hereof (net of returns on such Investments referred to in Section 8.05(a)(i)after the date hereof) does shall not exceed the sum of (w) $534,000,000 plus (x) 100% of all cash 100,000,000 and the fair market value of non-cash assets received on or after January 1, 2010 by any Obligor on account of Investments no such Investment may be made pursuant to this clause (iii), whether as income, return of capital or proceeds of the sale of such Investments plus (y) 100% of all loan repayments, proceeds of intercompany loans and other payments whether in cash or non-cash assets (the amount of any such non-cash assets being the fair market value thereof), except for amounts included in the foregoing subclause (x), received at any time from and after January 1, 2010 by Obligors from Restricted Subsidiaries that are not Obligors plus (z) the Unapplied Equity Proceeds at such timea Default exists or if a Default would result therefrom; (iv) Investments in Project Entities and joint ventures if such Investments either (A) are outstanding on December 31, 2009 or (B) are made on or after January 1, 2010 and, in the case of this clause (B), the aggregate amount of such Investments (excluding Investments referred to in Sections 8.05(a)(i) and (ii)) does not exceed the sum of (w) $525,000,000 plus (x) 100% of all cash received on or after January 1, 2010 by any Obligor on account of Investments made pursuant to this clause (iv), whether as income, return of capital or proceeds of the sale of such Investments plus (y) at any time 50% of the cumulative Excess Cash Flow for the period commencing on January 1, 2010 through and including the last day of the fiscal year most recently ended prior to such time plus (z) the Unapplied Equity Proceeds at such time; (v) Permitted Investments; (viiii) operating deposit accounts with banks; (viiiv) Guarantees by the Parent Disposition Investments received in connection with any Disposition permitted under Section 7.04(d) or any Restricted Subsidiary of Indebtedness or other obligations of Disposition to which the Parent or any Restricted Subsidiary or Affiliate not otherwise prohibited by this AgreementLenders shall have consented in accordance with Section 10.02; (viiiv) Investments constituting Acquisitions in Affiliates not exceeding $15,000,000 at any one time outstanding; (vi) Investments in Affiliates described in, and permitted under by, Section 8.05(c7.07 (other than clause (iii) of the proviso to Section 7.07); and (ixvii) additional Investments in an aggregate amount Persons that are not Affiliates up to but not exceeding $150,000,000 in the aggregate at any one time the sum of (x) $50,000,000 plus (y) 100% of all cash received after the Restatement Effective Date by the Parent and its Restricted Subsidiaries on account of Investments made pursuant to this clause (ix)outstanding, whether as income, return of capital or proceeds of the sale of such Investments plus (z) the Unapplied Equity Proceeds at such time. Notwithstanding anything contained to the contrary in this paragraph (a), the Parent or any Restricted Subsidiary may permit internal reorganizations consisting of one or more intermediate steps provided that would otherwise violate this paragraph (a) if (i) after the completion of the final step of any such reorganization no such violation shall Investment may be continuing, (ii) in the reasonable opinion of the Administrative Agent, no such violation could be reasonably expected to be materially adverse to or otherwise jeopardize the interests of the Lenders, (iii) all of the steps required for the consummation of such reorganization shall be completed within a period of time deemed by the Administrative Agent to be reasonable and (iv) no Default shall have occurred or be continuing made at any time while such steps are being completed that a Default exists or after giving effect to the consummation of such reorganizationif a Default would result therefrom.

Investments, Etc. The Parent will not, and will not permit any of its Restricted Subsidiaries to, make or permit to remain outstanding any Investment, except: (i) Investments held by the Parent and its Restricted Subsidiaries either (A) on the date of, and reflected in, the most recent financial statements delivered under Section 5.04 or (B) on the Restatement Effective Date, if, in the case of this clause (B), either such Investments are listed on Schedule 8.05 or the amount of any such individual Investment is less than or equal to $1,000,000);; Credit Agreement (ii) (A) Investments by the Parent and its Restricted Subsidiaries in Obligors, (B) Investments by any Subsidiary of the Parent that is not an Obligor in any Restricted Subsidiary and (C) to the extent constituting Investments, the sale, transfer or other disposition of the Equity Interests in (x) any Restricted Subsidiary of an Obligor to any other Obligor and (y) any Subsidiary of a non-Obligor to any Restricted Subsidiary; (iii) Investments by the Obligors in Restricted Subsidiaries that are not Obligors, if such Investments either (A) are outstanding on December 31, 2009 or (B) are made on or after January 1, 2010 and, in the case of this clause (B), the aggregate amount of such Investments (excluding Investments referred to in Section 8.05(a)(i)) does not exceed the sum of (w) $534,000,000 plus (x) 100% of all cash and the fair market value of non-cash assets received on or after January 1, 2010 by any Obligor on account of Investments made pursuant to this clause (iii), whether as income, return of capital or proceeds of the sale of such Investments plus (y) 100% of all loan repayments, proceeds of intercompany loans and other payments whether in cash or non-cash assets (the amount of any such non-cash assets being the fair market value thereof), except for amounts included in the foregoing subclause (x), received any time from and after January 1, 2010 by Obligors from Restricted Subsidiaries that are not Obligors plus (z) the Unapplied Equity Proceeds at such time; (iv) Investments in Project Entities and joint ventures if such Investments either (A) are outstanding on December 31, 2009 or (B) are made on or after January 1, 2010 and, in the case of this clause (B), the aggregate amount of such Investments (excluding Investments referred to in Sections 8.05(a)(i) and (ii)) does not exceed the sum of (w) $525,000,000 plus (x) 100% of all cash received on or after January 1, 2010 by any Obligor on account of Investments made pursuant to this clause (iv), whether as income, return of capital or proceeds of the sale of such Investments plus (y) at any time 50% of the cumulative Excess Cash Flow for the period commencing on January 1, 2010 through and including the last day of the fiscal year most recently ended prior to such time plus (z) the Unapplied Equity Proceeds at such time; (v) Permitted Investments; (vi) operating deposit accounts with banks; (vii) Guarantees by the Parent or any Restricted Subsidiary of Indebtedness or other obligations of the Parent or any Restricted Subsidiary or Affiliate not otherwise prohibited by this Agreement; (viii) Investments constituting Acquisitions permitted under Section 8.05(c); andand Credit Agreement (ix) additional Investments in an aggregate amount up to but not exceeding at any one time the sum of (x) $50,000,000 plus (y) 100% of all cash received after the Restatement Effective Date by the Parent and its Restricted Subsidiaries on account of Investments made pursuant to this clause (ix), whether as income, return of capital or proceeds of the sale of such Investments plus (z) the Unapplied Equity Proceeds at such time. Notwithstanding anything contained to the contrary in this paragraph (a), the Parent or any Restricted Subsidiary may permit internal reorganizations consisting of one or more intermediate steps that would otherwise violate this paragraph (a) if (i) after the completion of the final step of any such reorganization no such violation shall be continuing, (ii) in the reasonable opinion of the Administrative Agent, no such violation could be reasonably expected to be materially adverse to or otherwise jeopardize the interests of the Lenders, (iii) all of the steps required for the consummation of such reorganization shall be completed within a period of time deemed by the Administrative Agent to be reasonable and (iv) no Default shall have occurred or be continuing at any time while such steps are being completed or after giving effect to the consummation of such reorganization.

Investments, Etc. The Parent will not, and will not permit any of its Restricted Subsidiaries to, make or permit to remain outstanding any Investment, except: (i) Investments held by the Parent and its Restricted Subsidiaries either (A) on the date of, and reflected in, the most recent financial statements delivered under Section 5.04 or (B) on the Restatement Effective Date, if, in the case of this clause (B), either such Investments are listed on Schedule 8.05 or the amount of any such individual Investment is less than or equal to $1,000,000)10,000,000; (ii) (A) Investments by the Parent and its Restricted Subsidiaries in Obligors, (B) Investments by any Subsidiary of the Parent that is not an Obligor in any Restricted Subsidiary and (C) to the extent constituting Investments, the sale, transfer or other disposition of the Equity Interests in (x) any Restricted Subsidiary of an Obligor to any other Obligor and (y) any Subsidiary of a non-Obligor to any Restricted Subsidiary; (iii) Investments by the Obligors in Restricted Subsidiaries that are not Obligors, if such Investments either (A) are outstanding on December 31, 2009 2011 or (B) are made on or after January 1, 2010 2012 and, in the case of this clause (B), the aggregate amount of such Investments (excluding Investments referred to in Sections 8.05(a)(i) and (a)(ii) and Investments in special purpose entities that are formed or acquired solely in connection with an Acquisition permitted by Section 8.05(a)(i8.05(c)) does not exceed the sum of (w) $534,000,000 835,000,000 plus (x) 100% of all cash and the fair market value of non-cash assets received on or after January 1, 2010 2012 by any Obligor on account of Investments made pursuant to this clause (iii), whether as income, return of capital or proceeds of the sale of such Investments plus (y) 100% of all loan repayments, proceeds of intercompany loans and other payments whether in cash or non-cash assets (the amount of any such non-cash assets being the fair market value thereof), except for amounts included in the foregoing subclause (x), received any time from and after January 1, 2010 2012 by Obligors from Restricted Subsidiaries that are not Obligors plus (z) the Unapplied Equity Proceeds at such time; (iv) Investments in Project Entities and joint ventures if such Investments either (A) are outstanding on December 31, 2009 2011 or (B) are made on or after January 1, 2010 2012 and, in the case of this clause (B), the aggregate amount of such Investments (excluding Investments referred to in Sections 8.05(a)(i) and (iia)(ii)) does not exceed the sum of (w) $525,000,000 670,000,000 plus (x) 100% of all cash received on or after January 1, 2010 2012 by any Obligor on account of Investments made pursuant to this clause (iv), whether as income, return of capital or proceeds of the sale of such Investments plus (y) at any time 50% of the cumulative Excess Cash Flow for the period commencing on January 1, 2010 2012 through and including the last day of the fiscal year most recently ended prior to such time plus (z) the Unapplied Equity Proceeds at such time; (v) Permitted Investments; (vi) operating deposit accounts with banks; (vii) Guarantees by the Parent or any Restricted Subsidiary of Indebtedness or other obligations of the Parent or any Restricted Subsidiary or Affiliate not otherwise prohibited by this Agreement; (viii) Investments constituting Acquisitions permitted under Section 8.05(c); (ix) cash deposits for leased property; (x) Capital Expenditures made in the ordinary course of business; (xi) advances to officers, directors and employees of a Group Member for business-related expenses and expenditures in the ordinary course of business; (xii) Guarantees permitted by Section 8.01; (xiii) Investments of a Person existing at the time such Person is merged into or consolidated with a Group Member or becomes a Subsidiary of the Parent in connection with an Acquisition permitted under Section 8.05(c); provided that such Investments were not made in contemplation of such Acquisition; (xiv) Investments consisting of non-Cash consideration in the form of Equity Interests, promissory note or similar obligations in connection with any Disposition; and (ixxv) additional Investments in an aggregate amount up to but not exceeding at any one time the sum of (x) $50,000,000 100,000,000 plus (y) 100% of all cash received after the Restatement Effective Date by the Parent and its Restricted Subsidiaries on account of Investments made pursuant to this clause (ix), whether as income, return of capital or proceeds of the sale of such Investments plus (z) the Unapplied Equity Proceeds at such time. For purposes of paragraphs (i), (iii), (iv) and (xv) of this Section 8.05(a), any increase or decrease in the value of an Investment subsequent to December 31, 2011 shall not be deemed to increase or reduce the dollar amount set forth in such paragraphs. Notwithstanding anything contained to the contrary in this paragraph (a), the Parent or any Restricted Subsidiary may permit internal reorganizations or Acquisitions permitted under Section 8.05(c) consisting of one or more intermediate steps that would otherwise violate this paragraph (a) if (i) after the completion of the final step of any such reorganization or Acquisition no such violation shall be continuing, (ii) in the reasonable opinion of the Administrative Agent, no such violation could be reasonably expected to be materially adverse to or otherwise jeopardize the interests of the Lenders, (iii) all of the steps required for the consummation of such reorganization or Acquisition shall be completed within a period of time deemed by the Administrative Agent to be reasonable and (iv) no Default shall have occurred or be continuing at any time while such steps are being completed or after giving effect to the consummation of such reorganization.