Investments in Other Persons. Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person other than: (i) Investments by the Loan Parties and their Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in wholly-owned Subsidiaries and, in the case of the Loan Parties (other than the Parent Guarantor) and their Subsidiaries, Investments in Assets (including by asset or Equity Interest acquisitions), in each case subject, where applicable, to the limitations set forth in Section 5.02(f)(iv); (ii) Investments in Cash Equivalents; (iii) Investments consisting of intercompany Debt owed to any other Loan Party (other than the Parent Guarantor) or any wholly-owned Subsidiary of any Loan Party (other than an Excluded Subsidiary), provided that such intercompany Debt is on terms reasonably acceptable to the Administrative Agent and (unless payable to the Borrower) is by its terms subordinated to the Obligations of the Loan Parties under the Loan Documents; (iv) Investments consisting of the following items so long as (y) the aggregate amount outstanding, without duplication, of all Investments described in this subsection does not exceed, at any time, 25% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, at such time, and (z) the aggregate amount of each of the following items of Investments does not exceed the specified percentage of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, set forth below: (A) loans, advances and extensions of credit to any Person so long as the aggregate amount of such Investments does not at any time exceed 10.0% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, at such time, in each case after giving effect to such Investments, (B) Development Assets that are being constructed or developed as Hotel Assets, but are not yet completed (including such assets that such Person has contracted to purchase for development with or without options to terminate the purchase agreement), so long as the aggregate amount of such Investment, calculated on the basis of the greater of actual cost or budgeted cost, does not at any time exceed 15.0% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, at such time, (C) additional Investments after the date hereof in Subsidiaries that are Excluded Subsidiaries or Subsidiaries that are not wholly-owned Subsidiaries of any Loan Party in an aggregate amount (for all such Investments made after the date hereof) not to exceed 15.0% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, at such time or that are otherwise permitted under Section 5.02(e)(iv)(C) of the Revolving Credit Agreement (as referred to in the definition of Revolving Loan Documents), and (D) Investments in Joint Ventures of any Loan Party so long as the aggregate amount of such Investments outstanding does not at any time exceed 15.0% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, at such time; (v) Investments outstanding on the date hereof in Subsidiaries that are Excluded Subsidiaries or Subsidiaries that are not wholly-owned Subsidiaries of any Loan Party, and (vi) Investments by the Borrower in Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates in the ordinary course of business and consistent with prudent business practices.
Appears in 1 contract
Samples: Term Credit Agreement (Sunstone Hotel Investors, Inc.)
Investments in Other Persons. Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person other than:
(i) Investments by the Loan Parties and their Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments investments in wholly-owned Subsidiaries and, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries, Investments in Assets Real Property (including by asset or Equity Interest acquisitions)) of which an amount not to exceed 10% of Total Asset Value at any time shall be invested in Non-Office Real Property, in each case subject, where applicable, to the limitations set forth in Section 5.02(f)(iv);
(ii) Investments in Cash Equivalents;
(iii) Investments consisting of intercompany Debt owed to any other Loan Party (other than the Parent Guarantorpermitted under Section 5.02(b)(i) or any wholly-owned Subsidiary of any Loan Party (other than an Excluded Subsidiaryii), provided that such intercompany Debt is on terms reasonably acceptable to the Administrative Agent and (unless payable to the Borrower) is by its terms subordinated to the Obligations of the Loan Parties under the Loan Documents;; 57
(iv) Investments consisting of the following items so long as (y) the aggregate amount outstanding, without duplication, of all Investments described in this subsection does not exceed, at any time, 25% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, Total Asset Value at such time, and (z) the aggregate amount of each of the following items of Investments does not exceed the specified percentage of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, Total Asset Value set forth below:
(A) loansLoans, advances and extensions of credit to any Person (other than an officer or director of the Parent Guarantor and its Subsidiaries) so long as the aggregate amount of such Investments does not at any time exceed 10.010% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, Total Asset Value at such time, in each case after giving effect to such Investments,
(B) unimproved real estate, so long as the aggregate amount of such Investment, calculated on the basis of cost, does not at any time exceed 5.0% of Total Asset Value at such time,
(C) Development Assets Property that are is being constructed or developed as Hotel AssetsCBD Office Real Property, but are is not yet completed (including such assets that such Person has contracted to purchase for development with or without options to terminate the purchase agreement), so long as the aggregate amount of such Investment, calculated on the basis of the greater of actual cost or budgeted cost, does not at any time exceed 15.015% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, Total Asset Value at such time,
(CD) additional Investments after the date hereof in Subsidiaries that are Excluded Subsidiaries or Subsidiaries that are not wholly-owned Subsidiaries of any Loan Party in an aggregate amount (for all such Investments made after the date hereof) not to exceed 15.0% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, at such time or that are otherwise permitted under Section 5.02(e)(iv)(C) of the Revolving Credit Agreement (as referred to in the definition of Revolving Loan Documents), and
(D) Investments in Joint Ventures of any Loan Party so long as the aggregate amount of such Investments outstanding does not at any time exceed 15.0exceeds 15% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, Total Asset Value at such time;; and
(v) Investments outstanding on the date hereof in Subsidiaries that are Excluded Subsidiaries or Subsidiaries that are not wholly-owned Subsidiaries of any Loan Party, and
(vi) Investments by the Borrower in Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates in the ordinary course of business and consistent with prudent business practicespermitted under Section 5.02(b)(iii)(E).
Appears in 1 contract
Investments in Other Persons. Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person or assets described in this Section other than:
(i) Investments by the Loan Parties and their Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in wholly-owned Subsidiaries of the Loan Parties and, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries, Investments in Assets assets (including by asset or Equity Interest acquisitions), in each case subject, where applicable, to the limitations set forth in Section 5.02(f)(iv5.02(f)(v);
(ii) Investments in Cash Equivalents;
(iii) Investments consisting of intercompany Debt owed to any other Loan Party (other than the Parent Guarantor) or any wholly-owned Subsidiary of any Loan Party (other than an Excluded Subsidiarypermitted under Section 5.02(b)(i), provided that such intercompany Debt is on terms reasonably acceptable to the Administrative Agent and (unless payable to the Borrower) is by its terms subordinated to the Obligations of the Loan Parties under the Loan Documents;
(iv) Investments consisting of advances to officers and employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business;
(v) Investments consisting of the following items so long as (y) the aggregate amount outstanding, without duplication, of all Investments described in this subsection clause (v) does not exceed, at any time, 2530% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, Total Asset Value at such time, and (z) the aggregate amount of each of the following items of Investments does not exceed the specified percentage of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, Total Asset Value set forth below:
(A) loans, advances and extensions of credit to any Person so long as the aggregate amount of such Investments does not at any time exceed 10.0% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, at such time, in each case after giving effect to such Investments,
(B) Development Assets that are being constructed or developed as Hotel Assets, but are not yet completed (including such assets that such Person has contracted to purchase for development with or without options to terminate the purchase agreement)Unimproved Land, so long as the aggregate amount of such InvestmentInvestments, calculated on the basis of the greater of actual cost or budgeted cost, does not at any time exceed 15.05% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, Total Asset Value at such time,
(CB) additional Investments after Development Properties, so long as the date hereof in Subsidiaries that are Excluded Subsidiaries or Subsidiaries that are not wholly-owned Subsidiaries of any Loan Party in an aggregate amount (for all of such Investments made after Investments, calculated on the date hereof) basis of actual cost, does not to at any time exceed 15.020% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, Total Asset Value at such time or that are otherwise permitted under Section 5.02(e)(iv)(C) of the Revolving Credit Agreement (as referred to in the definition of Revolving Loan Documents)time, and
(DC) Investments in Joint Ventures of any Loan Party Unconsolidated Entities so long as the aggregate amount of such Investments outstanding does not at any time exceed 15.010% of Consolidated total assets Total Asset Value at any time; and
(D) Investments in Mortgage Receivables secured by properties (excluding mezzanine loans secured by equity interests in Persons owning properties) that meet the property type requirements of a Student Housing Property so long as the aggregate amount of such Investments outstanding does not at any time exceed 10% of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, Consolidated Total Asset Value at such any time;
(v) Investments outstanding on the date hereof in Subsidiaries that are Excluded Subsidiaries or Subsidiaries that are not wholly-owned Subsidiaries of any Loan Party, and.
(vi) Investments by the Borrower in Hedge Agreements designed permitted under Section 5.02(b)(ii)(D). provided that, notwithstanding anything herein to hedge against fluctuations in interest rates or foreign exchange rates the contrary, (A) no Loan Party shall make, nor shall it permit any of its Subsidiaries (including without limitation the On-Campus Participating Entities) to make, any Investment in the ordinary course On-Campus Participating Entities or the On-Campus Participating Properties after the date of business the Existing Credit Agreement to the extent the aggregate amount of all such Investments made after the date of the Existing Credit Agreement would exceed $1,000,000, and consistent (B) no Loan Party shall permit any of the On-Campus Participating Entities to make or hold any Investment in an Unconsolidated Entity, and (C) no Loan Party shall make, nor shall it permit any of its Subsidiaries (including, without limitation the On-Campus Participating Entities) to make, without the prior written approval of the Required Lenders, any Investment after the date hereof in any Person which is not an On-Campus Participating Entity as of the Closing Date which engages in the development or ownership of a Student Housing Property where it is intended that such Loan Party shall receive from such Student Housing Property a share of excess cash flow with prudent business practicesa college, university or other institution of higher learning.
Appears in 1 contract
Investments in Other Persons. Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person other than:
(i) Investments by the Loan Parties and their Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in wholly-owned Subsidiaries and, in the case of the Loan Parties (other than the Parent GuarantorParent) and their Subsidiaries, Investments in Assets (including by asset or Equity Interest acquisitions), in each case subject, where applicable, to the limitations set forth in Section 5.02(f)(iv5.02(e)(iv);
(ii) Investments in Cash Equivalents;
(iii) Investments consisting of intercompany Debt owed to any other Loan Party (other than the Parent GuarantorParent) or any wholly-owned Subsidiary of any Loan Party (other than an Excluded Subsidiary), provided that such intercompany Debt is on terms reasonably acceptable to the Administrative Agent and (unless payable to the Borrower) is by its terms subordinated to the Obligations of the Loan Parties under the Loan Documents;
(iv) Investments consisting of the following items so long as (y) the aggregate amount outstanding, without duplication, of all Investments described in this subsection does not exceed, at any time, 25% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, at such time, and (z) the aggregate amount of each of the following items of Investments does not exceed the specified percentage of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, set forth below:
(A) loans, advances and extensions of credit to any Person so long as the aggregate amount of such Investments does not at any time exceed 10.0% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, at such time, in each case after giving effect to such Investments,
(B) Development Assets that are being constructed or developed as Hotel Assets, but are not yet completed (including such assets that such Person has contracted to purchase for development with or without options to terminate the purchase agreement), so long as the aggregate amount of such Investment, calculated on the basis of the greater of actual cost or budgeted cost, does not at any time exceed 15.0% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, at such time,
(C) additional Investments after the date hereof in Subsidiaries that are Excluded Subsidiaries or Subsidiaries that are not wholly-owned Subsidiaries of any Loan Party in an aggregate amount, for any period of four consecutive fiscal quarters of the Parent, not to exceed 15.0% of Consolidated total assets of the Parent and its Subsidiaries (as determined in accordance with GAAP and measured as of the last day of the fiscal quarter immediately preceding such four consecutive fiscal quarter period); provided, however, if at any time any Borrowing Base Asset shall not be a Lender-Approved Asset, then the additional Investments permitted under this clause (D) shall be limited at such time to an aggregate amount (for all such Investments made after the date hereof) not to exceed 15.0% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, Subsidiaries (as determined in accordance with GAAP, ) at such time or that are otherwise permitted under Section 5.02(e)(iv)(C) of the Revolving Credit Agreement (as referred to in the definition of Revolving Loan Documents)time, and
(D) Investments in Joint Ventures of any Loan Party so long as the aggregate amount of such Investments outstanding does not at any time exceed 15.0% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, at such time;
(v) Investments outstanding on the date hereof in Subsidiaries that are Excluded Subsidiaries or Subsidiaries that are not wholly-owned Subsidiaries of any Loan Party, and
(vi) Investments by the Borrower in Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates in the ordinary course of business and consistent with prudent business practices.
Appears in 1 contract
Samples: Revolving Credit Agreement (Sunstone Hotel Investors, Inc.)
Investments in Other Persons. Make or holdThe Borrower will not make, or permit any of its Subsidiaries Subsidiary to make or holdmake, any Investment loan or advance to any Person, or purchase or otherwise acquire, or permit any Subsidiary to purchase or otherwise acquire, any capital stock, warrants, rights, options, obligations or other equity interests in, make any capital contribution to, or otherwise invest in, any Person; provided, however, that nothing in this section shall prevent any Person other thanof the following:
(i) Investments by the Loan Parties and their Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in wholly-owned Subsidiaries and, in the case of the Loan Parties (other than the Parent Guarantor) and their Subsidiaries, Investments in Assets (including by asset Borrower or Equity Interest acquisitions), in each case subject, where applicable, to the limitations set forth in Section 5.02(f)(iv)any Subsidiary from acquiring or holding Cash Equivalents;
(ii) Investments the Borrower or any Subsidiary from generating and holding accounts receivable in Cash Equivalentsthe ordinary course of business;
(iii) Investments consisting of intercompany Debt owed to the Borrower from acquiring stock or other equity interests in any other Loan Party (other than the Parent Guarantor) or any wholly-owned Subsidiary of any Loan Party (other than an Excluded SubsidiaryPerson as permitted by Section 6.2(d), provided that such intercompany Debt is on terms reasonably acceptable to the Administrative Agent and (unless payable to the Borrower) is by its terms subordinated to the Obligations of the Loan Parties under the Loan Documents;
(iv) Investments consisting the Borrower from making equity contributions and loans to THQ/Jakks as required by the terms of the following items so long as THQ/Jakks Operating Agreement;
(yv) the aggregate amount outstanding, without duplication, Borrower from making and/or maintaining loans and other advances to its Subsidiaries in the normal course of all Investments described in this subsection does not exceed, at any time, 25% business for the normal operating purposes of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, at such time, and (z) provided that the aggregate principal amount of each of the following items of Investments such loans and advances does not exceed $3,000,000 at any time outstanding;
(vi) the specified percentage Borrower from making equity contributions to its Subsidiaries in the normal course of Consolidated total assets business for the normal operating purposes of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, set forth below:
(A) loans, advances and extensions of credit to any Person so long as provided that the aggregate amount of such Investments contributions does not at any time exceed 10.0% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, at such time, in each case after giving effect to such Investments,
(B) Development Assets that are being constructed or developed as Hotel Assets, but are not yet completed (including such assets that such Person has contracted to purchase for development with or without options to terminate the purchase agreement), so long as the aggregate amount of such Investment, calculated $3,000,000 on the a cumulative basis of the greater of actual cost or budgeted cost, does not at any time exceed 15.0% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, at such time,
(C) additional Investments after the date hereof in Subsidiaries that are Excluded Subsidiaries or Subsidiaries that are not wholly-owned Subsidiaries of any Loan Party in an aggregate amount (for all such Investments made after the date hereof) not to exceed 15.0% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, at such time or that are otherwise permitted under Section 5.02(e)(iv)(C) of the Revolving Credit Agreement (as referred to in the definition of Revolving Loan Documents), this Agreement; and
(Dvii) Investments in Joint Ventures of any Loan Party so long as the aggregate amount of such Investments outstanding does not at any time exceed 15.0% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, at such time;
(v) Investments outstanding on the date hereof in Subsidiaries that are Excluded Subsidiaries or Subsidiaries that are not wholly-owned Subsidiaries of any Loan Party, and
(vi) Investments by the Borrower in Hedge Agreements designed or any Subsidiary from making loans and advances to hedge against fluctuations in interest rates or foreign exchange rates its officers and employees in the ordinary course of business business, provided that such not exceeding $1,000,000 in aggregate principal amount for all such loans and consistent with prudent business practicesadvances at any time outstanding.
Appears in 1 contract
Samples: Revolving Credit Agreement (THQ Inc)
Investments in Other Persons. Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person or assets described in this Section other than:
(i) Investments by the Loan Parties and their Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in wholly-owned Subsidiaries of the Loan Parties and, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries, Investments in Assets assets (including by asset or Equity Interest acquisitions), in each case subject, where applicable, to the limitations set forth in Section 5.02(f)(iv5.02(f)(v);
(ii) Investments in Cash Equivalents;
(iii) Investments consisting of intercompany Debt owed to any other Loan Party (other than the Parent Guarantor) or any wholly-owned Subsidiary of any Loan Party (other than an Excluded Subsidiarypermitted under Section 5.02(b)(i), provided that such intercompany Debt is on terms reasonably acceptable to the Administrative Agent and (unless payable to the Borrower) is by its terms subordinated to the Obligations of the Loan Parties under the Loan Documents;
(iv) Investments consisting of advances to officers and employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business;
(v) Investments consisting of the following items so long as (y) the aggregate amount outstanding, without duplication, of all Investments described in this subsection clause (v) does not exceed, at any time, 25% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, Total Asset Value at such time, and (z) the aggregate amount of each of the following items of Investments does not exceed the specified percentage of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, Total Asset Value set forth below:
(A) loans, advances and extensions of credit to any Person so long as the aggregate amount of such Investments does not at any time exceed 10.0% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, at such time, in each case after giving effect to such Investments,
(B) Development Assets that are being constructed or developed as Hotel Assets, but are not yet completed (including such assets that such Person has contracted to purchase for development with or without options to terminate the purchase agreement)Unimproved Land, so long as the aggregate amount of such InvestmentInvestments, calculated on the basis of the greater of actual cost or budgeted cost, does not at any time exceed 15.05% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, Total Asset Value at such time,
(CB) additional Investments after Development Properties, so long as the date hereof in Subsidiaries that are Excluded Subsidiaries or Subsidiaries that are not wholly-owned Subsidiaries of any Loan Party in an aggregate amount (for all of such Investments made after Investments, calculated on the date hereof) basis of actual cost, does not to at any time exceed 15.020% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, Total Asset Value at such time or that are otherwise permitted under Section 5.02(e)(iv)(C) of the Revolving Credit Agreement (as referred to in the definition of Revolving Loan Documents)time, and
(DC) Investments in Joint Ventures of any Loan Party Unconsolidated Entities so long as the aggregate amount of such Investments outstanding does not at any time exceed 15.010% of Consolidated total assets Total Asset Value at any time; and
(D) Investments in Mortgage Receivables secured by properties (excluding mezzanine loans secured by equity interests in Persons owning properties) that meet the property type requirements of a Student Housing Property so long as the aggregate amount of such Investments outstanding does not at any time exceed 10% of the Parent Guarantor and its SubsidiariesConsolidated Total Asset Value at any time; provided, as determined however, that if any Investment in the foregoing described in this Section 5.02(f)(v) exceeds individually or in the aggregate any specified percentage of Consolidated Total Asset Value in this Section 5.02(f)(v), such occurrence shall not constitute a Default or Event of Default but the value of such excess calculated in accordance with GAAP, at such time;
(v) Investments outstanding on the date hereof in Subsidiaries that are Excluded Subsidiaries or Subsidiaries that are not wholly-owned Subsidiaries definition of any Loan Party, andConsolidated Total Asset Value shall be excluded from the calculation of Consolidated Total Asset Value.
(vi) Investments by the Borrower in Hedge Agreements designed permitted under Section 5.02(b)(ii)(D). provided that, notwithstanding anything herein to hedge against fluctuations the contrary, no Loan Party shall permit any of the On-Campus Participating Entities to make or hold any Investment in interest rates or foreign exchange rates in the ordinary course of business and consistent with prudent business practicesan Unconsolidated Entity.
Appears in 1 contract
Samples: Credit Agreement (American Campus Communities Operating Partnership LP)
Investments in Other Persons. Make or hold, or permit any of its Restricted Subsidiaries to make or hold, any Investment in any Person other thanPerson, except:
(i) (A) Investments by the Parent and its Restricted Subsidiaries in their Restricted Subsidiaries outstanding on the date hereof, (B) additional Investments by the Parent and its Restricted Subsidiaries in Loan Parties, (C) additional Investments by Restricted Subsidiaries of the Company that are not Loan Parties in other Restricted Subsidiaries that are not Loan Parties, (D) additional Investments by the Loan Parties and their in Restricted Subsidiaries that are not Loan Parties (including Subsidiaries that are Excluded Subsidiaries) in their Subsidiaries outstanding on an aggregate amount (net of any Investment Credit) invested from the date hereof not to exceed the greater of (1) $20,000,000 and additional (2) 10% of Consolidated total assets at the time such Investment is made, and (E) Investments in wholly-owned Unrestricted Subsidiaries and, in an aggregate amount for such Investments (together with the case aggregate amount of the Loan Parties Investments made pursuant to clause (other than the Parent GuarantorD) of this Section 5.02(f)(i) and their Subsidiaries, Investments in Assets net of any Investment Credit) not to exceed the greater of (including by asset or Equity Interest acquisitions), in each case subject, where applicable, to 1) $20,000,000 and (2) 10% of Consolidated total assets at the limitations set forth in Section 5.02(f)(iv)time such Investment is made;
(ii) Investments loans and advances to employees in Cash Equivalentsthe ordinary course of the business of the Company and its Restricted Subsidiaries as presently conducted in an aggregate principal amount not to exceed $2,000,000 at any time outstanding;
(iii) Investments consisting loans to directors, officers and employees to purchase Equity Interests of intercompany Debt owed Parent, in an aggregate amount not to exceed $2,000,000 at any other Loan Party (other than the Parent Guarantor) or any wholly-owned Subsidiary of any Loan Party (other than an Excluded Subsidiary), provided that such intercompany Debt is on terms reasonably acceptable to the Administrative Agent and (unless payable to the Borrower) is by its terms subordinated to the Obligations of the Loan Parties under the Loan Documentstime outstanding;
(iv) Investments consisting of by the following items so long as (y) the aggregate amount outstanding, without duplication, of all Investments described in this subsection does not exceed, at any time, 25% of Consolidated total assets of the Parent Guarantor Company and its Subsidiaries, as determined Subsidiaries in accordance with GAAP, at such time, and (z) the aggregate amount of each of the following items of Investments does not exceed the specified percentage of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, set forth below:
(A) loans, advances and extensions of credit to any Person so long as the aggregate amount of such Investments does not at any time exceed 10.0% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, at such time, in each case after giving effect to such Investments,
(B) Development Assets that are being constructed or developed as Hotel Assets, but are not yet completed (including such assets that such Person has contracted to purchase for development with or without options to terminate the purchase agreement), so long as the aggregate amount of such Investment, calculated on the basis of the greater of actual cost or budgeted cost, does not at any time exceed 15.0% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, at such time,
(C) additional Investments after the date hereof in Subsidiaries that are Excluded Subsidiaries or Subsidiaries that are not wholly-owned Subsidiaries of any Loan Party in an aggregate amount (for all such Investments made after the date hereof) not to exceed 15.0% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, at such time or that are otherwise permitted under Section 5.02(e)(iv)(C) of the Revolving Credit Agreement (as referred to bank deposits in the definition ordinary course of Revolving Loan Documents), and
(D) Investments in Joint Ventures of any Loan Party so long as the aggregate amount of such Investments outstanding does not at any time exceed 15.0% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, at such timebusiness or Cash Equivalents;
(v) Investments outstanding existing on the date hereof in Subsidiaries that are Excluded Subsidiaries or Subsidiaries that are not wholly-owned Subsidiaries of any Loan Party, andand described on Schedule 4.01(y) to the Disclosure Letter;
(vi) Investments by the Borrower in Hedge Agreements designed permitted under Section 5.02(b)(iv);
(vii) the purchase or other acquisition of all or substantially all of the Equity Interests in any Person that, upon the consummation thereof, will be wholly owned directly by the Company or one or more of its wholly owned Subsidiaries (including, without limitation, as a result of a merger or consolidation) and the purchase or other acquisition by the Company or one or more of its wholly-owned Restricted Subsidiaries of all or substantially all of the property and assets of any Person (collectively, an “Acquisition”); provided that, with respect to hedge against fluctuations each purchase or other acquisition made pursuant to this clause (vii):
(A) the Loan Parties and any such newly created or acquired Subsidiary shall comply with the requirements of Section 5.01(j);
(B) the lines of business of the Person to be (or the property and assets of which are to be) so purchased or otherwise acquired shall be permitted by Section 5.02(c);
(C) such purchase or other acquisition shall not include or result in interest rates any contingent liabilities that could reasonably be expected to have a Material Adverse Effect on the Company and its Restricted Subsidiaries, taken as a whole (as determined in good faith by the board of directors (or foreign exchange rates the persons performing similar functions) of the Company, if the board of directors is otherwise approving such transaction, or, in each other case, by the Responsible Officer of the Company);
(D) the total cash consideration (including, without limitation, all indemnities, earnouts and other contingent payment obligations to, and the aggregate amounts paid or to be paid under noncompete, consulting and other affiliated agreements with, the sellers of such Person or assets, and all assumptions of debt, liabilities and other obligations in connection therewith permitted by Section 5.02(b)(ix)) paid by or on behalf of the Company and its Subsidiaries for any such purchase or other acquisition, shall not exceed $20,000,000 for any single purchase or acquisition, and when aggregated with the total cash and noncash consideration paid by or on behalf of the Company and its Restricted Subsidiaries for all other purchases and other acquisitions made by the Company and its Restricted Subsidiaries pursuant to this clause (vii), shall not exceed the greater of $50,000,000 or 20% of Consolidated total assets at the time any such purchase or other acquisition is made;
(1) immediately before and immediately after giving effect to any such purchase or other acquisition, no Event of Default shall have occurred and be continuing and (2) immediately after giving effect to such purchase or other acquisition, the Parent and its Restricted Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 5.04, such compliance to be determined (x) as of the last day of the most recently ended fiscal quarter as though such purchase or other acquisition had been consummated as of the first day of the four fiscal quarter period then ended; or (y) in such other manner as may be reasonably determined by the Administrative Agent; and
(F) the Company shall have delivered to the Administrative Agent, on behalf of the Lender Parties, at least five Business Days prior to the date on which any such purchase or other acquisition is to be consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (vii) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition.
(viii) Investments in the nature of lease, utility, governmental, performance or similar deposits in the ordinary course of business;
(ix) Investments (A) received in satisfaction or partial satisfaction of accounts from financially troubled account debtors (whether in connection with a foreclosure, bankruptcy, workout or otherwise) and (B) consisting of deposits, prepayments and other credits to suppliers made in the ordinary course of business and consistent with prudent the past practices of Company and its Restricted Subsidiaries;
(x) Investments consisting of prepaid royalties or expenses or notes receivable arising from the sale or lease of goods or services in the ordinary course of business, or non-cash consideration received in connection with a sale of assets permitted under Section 5.02(e);
(xi) guaranties in the ordinary course of business practicesof obligations owed to or of landlords, suppliers, customers, franchisees and licensees of the Borrower and its Restricted Subsidiaries; and
(xii) other Investments in an aggregate amount not to exceed at any time the sum of (A) the greater of $20,000,000 and 10% of Consolidated total assets at the time of making such Investment and (B) net proceeds received from Investments permitted under this Section 5.02(f). For purposes of determining compliance with the provisions of this Section 5.02(f), Investments made by Company or any of its Restricted Subsidiaries (the “investor”) in any Restricted Subsidiary that are effected pursuant to one or more Investments made contemporaneously or in prompt succession by the investor and/or any of its Subsidiaries shall be deemed one Investment by the investor.
Appears in 1 contract
Samples: First Lien Credit Agreement (Metrologic Instruments Inc)
Investments in Other Persons. Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person other than:
(i) Investments by the Loan Parties and their Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in wholly-owned Subsidiaries of the Loan Parties and, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries, Investments in Assets assets (including by asset or Equity Interest acquisitions), in each case subject, where applicable, to the limitations set forth in Section 5.02(f)(iv5.02(f)(v);
(ii) Investments in Cash Equivalents;
(iii) Investments consisting of intercompany Debt owed to any other Loan Party (other than the Parent Guarantor) or any wholly-owned Subsidiary of any Loan Party (other than an Excluded Subsidiarypermitted under Section 5.02(b)(i), provided that such intercompany Debt is on terms reasonably acceptable to the Administrative Agent and (unless payable to the Borrower) is by its terms subordinated to the Obligations of the Loan Parties under the Loan Documents;
(iv) Investments consisting of Loans to officers and employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business;
(v) Investments consisting of the following items so long as (y) the aggregate amount outstanding, without duplication, of all Investments described in this subsection clause (v) does not exceed, at any time, 2530% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, Total Asset Value at such time, and (z) the aggregate amount of each of the following items of Investments does not exceed the specified percentage of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, Total Asset Value set forth below:
(A) loans, advances and extensions of credit to any Person so long as the aggregate amount of such Investments does unimproved Real Estate Assets not at any time exceed 10.0% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, at such time, in each case after giving effect to such Investments,
(B) constituting Development Assets that are being constructed or developed as Hotel Assets, but are not yet completed (including such assets that such Person has contracted to purchase for development with or without options to terminate the purchase agreement)Properties, so long as the aggregate amount of such InvestmentInvestments, calculated on the basis of the greater of actual cost or budgeted cost, does not at any time exceed 15.05% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, Total Asset Value at such time,
(CB) additional Investments after Development Properties, so long as the date hereof in Subsidiaries that are Excluded Subsidiaries or Subsidiaries that are not wholly-owned Subsidiaries of any Loan Party in an aggregate amount (for all of such Investments made after Investments, calculated on the date hereof) basis of actual cost, does not to at any time exceed 15.025% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, Total Asset Value at such time or that are otherwise permitted under Section 5.02(e)(iv)(C) of the Revolving Credit Agreement (as referred to in the definition of Revolving Loan Documents)time, and
(DC) Investments in Joint Ventures of any Loan Party Unconsolidated Entities so long as the aggregate amount of such Investments outstanding does not at any time exceed 15.010% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, Total Asset Value at such any time;
(v) Investments outstanding on the date hereof in Subsidiaries that are Excluded Subsidiaries or Subsidiaries that are not wholly-owned Subsidiaries of any Loan Party, ; and
(vi) Investments by the Borrower in Hedge Agreements designed permitted under Section 5.02(b)(ii)(D). provided that, notwithstanding anything herein to hedge against fluctuations in interest rates or foreign exchange rates the contrary, (A) no Loan Party shall make, nor shall it permit any of its Subsidiaries (including without limitation the On-Campus Participating Entities) to make, any Investment in the ordinary course On-Campus Participating Entities or the On-Campus Participating Properties after the date hereof to the extent the aggregate amount of business all such Investments made after the date hereof would exceed $1,000,000, and consistent (B) no Loan Party shall permit any of the On-Campus Participating Entities to make or hold any Investment in an Unconsolidated Entity, and (C) no Loan Party shall make, nor shall it permit any of its Subsidiaries (including, without limitation the On-Campus Participating Entities) to make, without the prior written approval of the Required Lenders, any Investment after the date hereof in any Person which is not an On-Campus Participating Entity as of the Closing Date which engages in the development or ownership of a Student Housing Property where it is intended that such Loan Party shall receive from such Student Housing Property a share of excess cash flow with prudent business practicesa college, university or other institution of higher learning.
Appears in 1 contract
Samples: Senior Secured Term Loan Agreement (American Campus Communities Inc)
Investments in Other Persons. Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person other than:
(i) Investments by the Loan Parties and their Group or its wholly owned Subsidiaries in their Subsidiaries outstanding on Persons or assets located outside the United States in a net aggregate amount (after giving effect to any dividends or other returns of capital received from any such Investments) invested from the date hereof and additional Investments in wholly-owned Subsidiaries and, in the case of the Loan Parties (other than the Parent Guarantor) and their Subsidiaries, Investments in Assets (including by asset or Equity Interest acquisitions), in each case subject, where applicable, not to the limitations set forth in Section 5.02(f)(iv)exceed $250,000,000;
(ii) Investments by Group or its wholly owned Subsidiaries in Persons or assets located in the United States;
(iii) the Guaranties;
(iv) Investments in Cash Equivalents;
(iiiv) other Investments consisting of intercompany Debt owed to any other Loan Party (other than the Parent Guarantor) or any wholly-owned Subsidiary of any Loan Party (other than an Excluded Subsidiary), provided that such intercompany Debt is on terms reasonably acceptable to the Administrative Agent and (unless payable to the Borrower) is by its terms subordinated to the Obligations of the Loan Parties under the Loan Documents;
(iv) Investments consisting of the following items so long as (y) the in a net aggregate amount outstanding, without duplication, of all Investments described in this subsection does not exceed, at any time, 25% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, at such time, and (z) the aggregate amount of each of the following items of Investments does not exceed the specified percentage of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, set forth below:
(A) loans, advances and extensions of credit to any Person so long as the aggregate amount of such Investments does not at any time exceed 10.0% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, at such time, in each case after giving effect to any dividends or other returns of capital) invested from the date hereof not to exceed $55,000,000;
(vi) endorsement of negotiable instruments for deposit or collection in the ordinary course of business;
(vii) Investments representing stock or obligations issued to Group or any of its Subsidiaries in settlement of claims against any other Person by reason of a composition or readjustment of debt or a reorganization of any debtor of Group or such Investments,Subsidiary;
(viii) Investments representing the Debt of any Person owing as a result of the sale by Group or any of its Subsidiaries in the ordinary course of business of products or services (on customary trade terms);
(ix) loans or advances, not to exceed $15,000,000 in the aggregate at any one time outstanding, to (A) employees of the Borrower and its Subsidiaries as travel advances, short-term loans or relocation expenses, and (B) Development Assets that are being constructed or developed to employees and independent sales representatives as Hotel Assets, but are not yet completed (including such assets that such Person has contracted to purchase for development with or without options to terminate the purchase agreement), so long as the aggregate amount of such Investment, calculated on the basis of the greater of actual cost or budgeted cost, does not at any time exceed 15.0% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, at such time,
(C) additional Investments after the date hereof in Subsidiaries that are Excluded Subsidiaries or Subsidiaries that are not wholly-owned Subsidiaries of any Loan Party in an aggregate amount (for all such Investments made after the date hereof) not to exceed 15.0% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, at such time or that are otherwise permitted under Section 5.02(e)(iv)(C) of the Revolving Credit Agreement (as referred to in the definition of Revolving Loan Documents), and
(D) Investments in Joint Ventures of any Loan Party so long as the aggregate amount of such Investments outstanding does not at any time exceed 15.0% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, at such timecommission advances;
(vx) Investments outstanding on the date hereof in Subsidiaries that are Excluded hereof, but not any additional investments therein;
(xi) Investments represented by the L/C Cash Collateral Account and the other bank accounts permitted hereunder;
(xii) Investments made with the capital stock of Group or any of its Subsidiaries or Subsidiaries that are not wholly-owned Subsidiaries with the proceeds of any Loan Party, Capital Stock Issuance by Group; and
(vixiii) Investments by the Borrower in Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates in the ordinary course of business and consistent with prudent business practicesotherwise permitted under Section 5.02(c).
Appears in 1 contract
Investments in Other Persons. Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person other than:
(i) Investments by the Loan Parties and their Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in wholly-owned Subsidiaries of the Loan Parties and, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries, Investments in Assets assets (including by asset or Equity Interest acquisitions), in each case subject, where applicable, to the limitations set forth in Section 5.02(f)(iv5.02(f)(v);
(ii) Investments in Cash Equivalents;
(iii) Investments consisting of intercompany Debt owed to any other Loan Party (other than the Parent Guarantor) or any wholly-owned Subsidiary of any Loan Party (other than an Excluded Subsidiarypermitted under Section 5.02(b)(i), provided that such intercompany Debt is on terms reasonably acceptable to the Administrative Agent and (unless payable to the Borrower) is by its terms subordinated to the Obligations of the Loan Parties under the Loan Documents;
(iv) Investments consisting of advances to officers and employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business;
(v) Investments consisting of the following items so long as (y) the aggregate amount outstanding, without duplication, of all Investments described in this subsection clause (v) does not exceed, at any time, 25% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, Total Asset Value at such time, and (z) the aggregate amount of each of the following items of Investments does not exceed the specified percentage of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, Total Asset Value set forth below:
(A) loans, advances and extensions of credit to any Person so long as the aggregate amount of such Investments does unimproved Real Estate Assets not at any time exceed 10.0% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, at such time, in each case after giving effect to such Investments,
(B) constituting Development Assets that are being constructed or developed as Hotel Assets, but are not yet completed (including such assets that such Person has contracted to purchase for development with or without options to terminate the purchase agreement)Properties, so long as the aggregate amount of such InvestmentInvestments, calculated on the basis of the greater of actual cost or budgeted cost, does not at any time exceed 15.05% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, Total Asset Value at such time,
(CB) additional Investments after Development Properties, so long as the date hereof in Subsidiaries that are Excluded Subsidiaries or Subsidiaries that are not wholly-owned Subsidiaries of any Loan Party in an aggregate amount (for all of such Investments made after Investments, calculated on the date hereof) basis of actual cost, does not to at any time exceed 15.020% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, Total Asset Value at such time or that are otherwise permitted under Section 5.02(e)(iv)(C) of the Revolving Credit Agreement (as referred to in the definition of Revolving Loan Documents)time, and
(DC) Investments in Joint Ventures of any Loan Party Unconsolidated Entities so long as the aggregate amount of such Investments outstanding does not at any time exceed 15.010% of Consolidated total assets Total Asset Value at any time; and
(D) Investments in Mortgage Receivables secured by properties (excluding mezzanine loans secured by equity interests in Persons owning properties) that meet the property type requirements of a Student Housing Property so long as the aggregate amount of such Investments outstanding does not at any time exceed 10% of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, Consolidated Total Asset Value at such any time;
(v) Investments outstanding on the date hereof in Subsidiaries that are Excluded Subsidiaries or Subsidiaries that are not wholly-owned Subsidiaries of any Loan Party, and.
(vi) Investments by the Borrower in Hedge Agreements designed permitted under Section 5.02(b)(ii)(D). provided that, notwithstanding anything herein to hedge against fluctuations in interest rates or foreign exchange rates the contrary, (A) no Loan Party shall make, nor shall it permit any of its Subsidiaries (including without limitation the On-Campus Participating Entities) to make, any Investment in the ordinary course On-Campus Participating Entities or the On-Campus Participating Properties after the date of business the Existing Credit Agreement to the extent the aggregate amount of all such Investments made after the date of the Existing Credit Agreement would exceed $1,000,000, and consistent (B) no Loan Party shall permit any of the On-Campus Participating Entities to make or hold any Investment in an Unconsolidated Entity, and (C) no Loan Party shall make, nor shall it permit any of its Subsidiaries (including, without limitation the On-Campus Participating Entities) to make, without the prior written approval of the Required Lenders, any Investment after the date hereof in any Person which is not an On-Campus Participating Entity as of the Closing Date which engages in the development or ownership of a Student Housing Property where it is intended that such Loan Party shall receive from such Student Housing Property a share of excess cash flow with prudent business practicesa college, university or other institution of higher learning.
Appears in 1 contract
Investments in Other Persons. Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person other than:
(i) Investments by the Loan Parties and their Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in wholly-owned Subsidiaries and, in Controlled Subsidiaries;
(ii) In the case of the Loan Parties (other than the Parent GuarantorParent) and their Subsidiaries, Investments in Assets (including by asset or Equity Interest acquisitions), in each case subject, where applicable, to the limitations set forth in Section 5.02(f)(iv5.02(e)(v);
(iiiii) Investments in Cash Equivalents;
(iiiiv) Investments consisting of intercompany Debt owed to any other Loan Party (other than the Parent GuarantorParent) or any wholly-owned Subsidiary of any Loan Party (other than an Excluded Subsidiary)Party, provided that such intercompany Debt is on terms reasonably acceptable to the Administrative Agent and (unless payable to the Borrower) is by its terms subordinated to the Obligations of the Loan Parties under the Loan Documents;
(ivv) Investments consisting of the following items so long as (y) the aggregate amount outstanding, without duplication, of all Investments described in this subsection does not exceed, at any time, 25% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, Total Assets at such time, and (z) the aggregate amount of each of the following items of Investments does not exceed the specified percentage of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, Total Assets set forth below:
(A) loans, advances and extensions of credit to any Person so long as the aggregate amount of such Investments does not at any time exceed 10.020.0% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, Total Assets at such time, in each case after giving effect to such Investments,
(B) Development Assets that are being constructed or developed as Hotel Assets, but are not yet completed (including such assets that such Person has contracted to purchase for development with or without options to terminate the purchase agreement), so long as the aggregate amount of such Investment, calculated on the basis of the greater of actual cost or budgeted cost, does not at any time exceed 15.020.0% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, Total Assets at such time,
(C) additional Investments after the date hereof in Subsidiaries that are Excluded Subsidiaries or Subsidiaries that are not wholly-owned Controlled Subsidiaries of any Loan Party in an aggregate amount (amount, for all such Investments made after any period of four consecutive fiscal quarters of the date hereof) Parent, not to exceed 15.020.0% of Consolidated total assets Total Assets (as measured as of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, at such time or that are otherwise permitted under Section 5.02(e)(iv)(C) last day of the Revolving Credit Agreement (as referred to in the definition of Revolving Loan Documentsfiscal quarter immediately preceding such four consecutive fiscal quarter period), and
(D) Investments in Joint Ventures of any Loan Party so long as the aggregate amount of such Investments outstanding does not at any time exceed 15.020.0% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, Total Assets at such time;
(vvi) Investments outstanding on the date hereof in Subsidiaries that are Excluded Subsidiaries or Subsidiaries that are not wholly-owned Subsidiaries of any Loan Party, and
(vivii) Investments by the Borrower in Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates in the ordinary course of business and consistent with prudent business practices.
Appears in 1 contract
Samples: Revolving Credit Agreement (Sunstone Hotel Investors, Inc.)
Investments in Other Persons. Make It will not make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person other than:
(i) Investments (other than Investment permitted by clause (iv) below) by the Loan Parties Borrower and their its Subsidiaries in their Subsidiaries outstanding on the date hereof Amendment No. 2 Effective Date and (x) additional Investments in wholly-owned an aggregate amount not to exceed $50,000,000 at any time outstanding in Subsidiaries and, that are not Subsidiary Guarantors and (y) additional Investments in the case of the Loan Parties (other than the Parent Guarantor) and their Subsidiaries, Investments in Assets (including by asset or Equity Interest acquisitions), in each case subject, where applicable, to the limitations set forth in Section 5.02(f)(iv)Subsidiary Guarantors;
(ii) Investments loans and advances to employees in Cash Equivalentsthe ordinary course of the business of the Borrower and its Subsidiaries as presently conducted in an aggregate principal amount not to exceed $10,000,000 at any time outstanding;
(iii) Investments consisting of intercompany Debt owed to any other Loan Party (other than the Parent Guarantor) or any wholly-owned Subsidiary of any Loan Party (other than an Excluded Subsidiary), provided that such intercompany Debt is on terms reasonably acceptable to the Administrative Agent and (unless payable to the Borrower) is by its terms subordinated to the Obligations of the Loan Parties under the Loan Documentsin Marketable Securities;
(iv) Investments consisting of the following items so long as (y) the aggregate amount outstanding, without duplication, of all Investments described in this subsection does not exceed, at any time, 25% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, at such time, and (z) the aggregate amount of each of the following items of Investments does not exceed the specified percentage of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, set forth below:
(A) loans, advances and extensions of credit to any Person so long as the aggregate amount of such Investments does not at any time exceed 10.0% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, at such time, in each case after giving effect to such Investments,
(B) Development Assets that are being constructed or developed as Hotel Assets, but are not yet completed (including such assets that such Person has contracted to purchase for development with or without options to terminate the purchase agreement), so long as the aggregate amount of such Investment, calculated on the basis of the greater of actual cost or budgeted cost, does not at any time exceed 15.0% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, at such time,
(C) additional Investments after the date hereof in Subsidiaries that are Excluded Subsidiaries or Subsidiaries that are not wholly-owned Subsidiaries of any Loan Party in an aggregate amount (for all such Investments made after the date hereof) not to exceed 15.0% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, at such time or that are otherwise intercompany Debt permitted under Section 5.02(e)(iv)(C) of the Revolving Credit Agreement (as referred to in the definition of Revolving Loan Documents), and
(D) Investments in Joint Ventures of any Loan Party so long as the aggregate amount of such Investments outstanding does not at any time exceed 15.0% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, at such time5.17;
(v) Investments outstanding on received in connection with the date hereof bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with customers and suppliers, in Subsidiaries that are Excluded Subsidiaries or Subsidiaries that are not wholly-owned Subsidiaries each case, in the ordinary course of any Loan Party, andbusiness;
(vi) Investments in joint ventures and other minority interests in an amount not to exceed $75,000,000 at any time outstanding;
(vii) warrants received from and minority equity interests in, customers of and vendors to the Borrower and its Subsidiaries so long as no cash is expended by the Borrower or any of its Subsidiaries to purchase any of the foregoing;
(viii) minority interests received in Hedge Agreements designed connection with the sale or disposition of any assets of the Borrower;
(ix) Investments existing on the Amendment No. 2 Effective Date; and
(x) (A) other Investments in an aggregate amount invested not to hedge against fluctuations in interest rates or foreign exchange rates exceed $150,000,000 and (B) so long as the sum of the Total Commitments plus the "Total Commitments" (as defined in the ordinary course 364-Day Credit Agreement) does not exceed $850,000,000, additional Investments, PROVIDED that any Investments made in accordance with this clause (B) are funded from sources other than this Agreement or the 364-Day Credit Agreement and PROVIDED, FURTHER, that with respect to all Investments made under this clause (x): (1) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom; (2) any company or business acquired or invested in pursuant to this clause (x) shall be in the same line of business of the Borrower or any of its Subsidiaries or reasonably related thereto; and consistent (3) immediately after giving effect to the acquisition of a company or business pursuant to this clause (x), the Borrower shall be in pro forma compliance with prudent business practicesSection 5.08, calculated based on the financial statements most recently delivered to the Lenders pursuant to Section 5.02 and as though such acquisition had occurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the Chief Financial Officer of the Borrower delivered to the Lenders demonstrating such compliance.
Appears in 1 contract
Samples: Credit Agreement (Avaya Inc)
Investments in Other Persons. Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person other than:
(i) Investments by the Loan Parties and their Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in wholly-owned Subsidiaries of the Loan Parties and, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries, Investments in Assets assets (including by asset or Equity Interest acquisitions), in each case subject, where applicable, to the limitations set forth in Section 5.02(f)(iv5.02(f)(v);
(ii) Investments in Cash Equivalents;
(iii) Investments consisting of intercompany Debt owed to any other Loan Party (other than the Parent Guarantor) or any wholly-owned Subsidiary of any Loan Party (other than an Excluded Subsidiarypermitted under Section 5.02(b)(i), provided that such intercompany Debt is on terms reasonably acceptable to the Administrative Agent and (unless payable to the Borrower) is by its terms subordinated to the Obligations of the Loan Parties under the Loan Documents;
(iv) Investments consisting of advances to officers and employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business;
(v) Investments consisting of the following items so long as (y) the aggregate amount outstanding, without duplication, of all Investments described in this subsection clause (v) does not exceed, at any time, 25% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, Total Asset Value at such time, and (z) the aggregate amount of each of the following items of Investments does not exceed the specified percentage of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, Total Asset Value set forth below:
(A) loansunimproved Real Estate Assets not constituting Development Properties, advances and extensions of credit to any Person so long as (1) the aggregate amount of such Investments Investments, calculated on the basis of cost, does not at any time exceed 10.05% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, Total Asset Value at such time, in each case after giving effect to and (2) the aggregate amount of such Investments, as so calculated at any time, when added to the aggregate amount of Investments in Development Properties at such time, calculated as provided in the immediately following clause (B), does not exceed 20% of Consolidated Total Asset Value at such time,
(B) Development Assets that are being constructed or developed as Hotel Assets, but are not yet completed (including such assets that such Person has contracted to purchase for development with or without options to terminate the purchase agreement)Properties, so long as the sum of (1) the aggregate amount of such InvestmentInvestments, calculated on the basis of the greater of actual cost or budgeted cost, plus (2) the aggregate amount of Investments in unimproved Real Estate Assets not constituting Development Properties, calculated as provided in the immediately preceding clause (A), does not at any time exceed 15.020% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, Total Asset Value at such time,, and
(C) additional Investments after the date hereof in Subsidiaries that are Excluded Subsidiaries or Subsidiaries that are not wholly-owned Subsidiaries of any Loan Party in an aggregate amount (for all such Investments made after the date hereof) not to exceed 15.0% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, at such time or that are otherwise permitted under Section 5.02(e)(iv)(C) of the Revolving Credit Agreement (as referred to in the definition of Revolving Loan Documents), and
(D) Investments in Joint Ventures of any Loan Party Unconsolidated Entities so long as the aggregate amount of such Investments outstanding does not at any time exceed 15.010% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, Total Asset Value at such any time;
(v) Investments outstanding on the date hereof in Subsidiaries that are Excluded Subsidiaries or Subsidiaries that are not wholly-owned Subsidiaries of any Loan Party, ; and
(vi) Investments by the Borrower in Hedge Agreements designed permitted under Section 5.02(b)(ii)(D). provided that, notwithstanding anything herein to hedge against fluctuations in interest rates or foreign exchange rates the contrary, (A) no Loan Party shall make, nor shall it permit any of its Subsidiaries (including without limitation the On-Campus Participating Entities) to make, any Investment in the ordinary course On-Campus Participating Entities or the On-Campus Participating Properties after the date hereof to the extent the aggregate amount of business all such Investments made after the date hereof would exceed $1,000,000, and consistent with prudent business practices(B) no Loan Party shall permit any of the On-Campus Participating Entities to make or hold any Investment in an Unconsolidated Entity.
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Investments in Other Persons. Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person other than:
(i) Investments by the Loan Parties and their Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments investments in wholly-owned Subsidiaries and, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries, Investments in Assets Real Property (including by asset or Equity Interest acquisitions)) of which an amount not to exceed 10% of Total Asset Value at any time shall be invested in Non-Office Real Property, in each case subject, where applicable, to the limitations set forth in Section 5.02(f)(iv);
(ii) Investments in Cash Equivalents;
(iii) Investments consisting of intercompany Debt owed to any other Loan Party (other than the Parent Guarantorpermitted under Section 5.02(b)(i) or any wholly-owned Subsidiary of any Loan Party (other than an Excluded Subsidiaryii), provided that such intercompany Debt is on terms reasonably acceptable to the Administrative Agent and (unless payable to the Borrower) is by its terms subordinated to the Obligations of the Loan Parties under the Loan Documents;
(iv) Investments consisting of the following items so long as (y) the aggregate amount outstanding, without duplication, of all Investments described in this subsection does not exceed, at any time, 25% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, Total Asset Value at such time, and (z) the aggregate amount of each of the following items of Investments does not exceed the specified percentage of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, Total Asset Value set forth below:
(A) loansLoans, advances and extensions of credit to any Person (other than an officer or director of the Parent Guarantor and its Subsidiaries) so long as the aggregate amount of such Investments does not at any time exceed 10.010% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, Total Asset Value at such time, in each case after giving effect to such Investments,
(B) unimproved real estate, so long as the aggregate amount of such Investment, calculated on the basis of cost, does not at any time exceed 5.0% of Total Asset Value at such time,
(C) Development Assets Property that are is being constructed or developed as Hotel AssetsCBD Office Real Property, but are is not yet completed (including such assets that such Person has contracted to purchase for development with or without options to terminate the purchase agreement), so long as the aggregate amount of such Investment, calculated on the basis of the greater of actual cost or budgeted cost, does not at any time exceed 15.015% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, Total Asset Value at such time,
(CD) additional Investments after the date hereof in Subsidiaries that are Excluded Subsidiaries or Subsidiaries that are not wholly-owned Subsidiaries of any Loan Party in an aggregate amount (for all such Investments made after the date hereof) not to exceed 15.0% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, at such time or that are otherwise permitted under Section 5.02(e)(iv)(C) of the Revolving Credit Agreement (as referred to in the definition of Revolving Loan Documents), and
(D) Investments in Joint Ventures of any Loan Party so long as the aggregate amount of such Investments outstanding does not at any time exceed 15.0exceeds 15% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, Total Asset Value at such time;; and
(v) Investments outstanding on the date hereof in Subsidiaries that are Excluded Subsidiaries or Subsidiaries that are not wholly-owned Subsidiaries of any Loan Party, and
(vi) Investments by the Borrower in Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates in the ordinary course of business and consistent with prudent business practicespermitted under Section 5.02(b)(iii)(E).
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Investments in Other Persons. Make or holdThe Borrower will not make, or permit any of its Subsidiaries Subsidiary to make or holdmake, any Investment loan or advance to any Person, or purchase or otherwise acquire, or permit any Subsidiary to purchase or otherwise acquire, any capital stock, warrants, rights, options, obligations or other equity interests in, make any capital contribution to, or otherwise invest in, any Person; provided, however, that nothing in this section shall prevent any Person other thanof the following:
(i) Investments by the Loan Parties and their Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in wholly-owned Subsidiaries andBorrower or any Subsidiary from acquiring or holding Cash Equivalents, in the case provided that not more than 50% of the Loan Parties (aggregate value of such Cash Equivalents at any time is composed of assets denominated in one or more currencies other than the Parent Guarantor) and their Subsidiaries, Investments in Assets (including by asset or Equity Interest acquisitions), in each case subject, where applicable, to the limitations set forth in Section 5.02(f)(iv)United States dollars;
(ii) Investments the Borrower or any Subsidiary from generating and holding accounts receivable in Cash Equivalentsthe ordinary course of business;
(iii) Investments consisting of intercompany Debt owed to any other Loan Party (other than the Parent Guarantor) Borrower or any wholly-owned Subsidiary of from acquiring stock or other equity interests in any Loan Party (other than an Excluded SubsidiaryPerson as permitted by Section 6.2(d), provided that such intercompany Debt is on terms reasonably acceptable to the Administrative Agent and (unless payable to the Borrower) is by its terms subordinated to the Obligations of the Loan Parties under the Loan Documents;
(iv) Investments consisting the Borrower from making equity contributions and loans to THQ/Jakks as required by the terms of the following items so long as THQ/Jakks Operating Agreement;
(yv) the aggregate amount outstanding, without duplication, Borrower or any Subsidiary from entering into any Currency Agreement;
(vi) the Borrower or any Subsidiary from making and/or maintaining loans and other advances to any Subsidiaries in the normal course of all Investments described in this subsection does not exceed, at any time, 25% business for the normal operating purposes of Consolidated total assets of the Parent Guarantor and its such Subsidiaries, as determined in accordance with GAAP, at such time, and (z) provided that the aggregate principal amount of each of the following items of Investments such loans and advances does not exceed $30,000,000 at any time outstanding;
(vii) the specified percentage Borrower or any Subsidiary from making equity contributions to any Subsidiaries in the normal course of Consolidated total assets business for the normal operating purposes of the Parent Guarantor and its such Subsidiaries, as determined in accordance with GAAP, set forth below:
(A) loans, advances and extensions of credit to any Person so long as provided that the aggregate amount of such Investments contributions does not at any time exceed 10.0% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, at such time, in each case after giving effect to such Investments,
(B) Development Assets that are being constructed or developed as Hotel Assets, but are not yet completed (including such assets that such Person has contracted to purchase for development with or without options to terminate the purchase agreement), so long as the aggregate amount of such Investment, calculated $15,000,000 on the a cumulative basis of the greater of actual cost or budgeted cost, does not at any time exceed 15.0% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, at such time,
(C) additional Investments after the date hereof in Subsidiaries that are Excluded Subsidiaries or Subsidiaries that are not wholly-owned Subsidiaries of any Loan Party in an aggregate amount (for all such Investments made after the date hereof) not to exceed 15.0% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, at such time or that are otherwise permitted under Section 5.02(e)(iv)(C) of the Revolving Credit Agreement (as referred to in the definition of Revolving Loan Documents), and
(D) Investments in Joint Ventures of any Loan Party so long as the aggregate amount of such Investments outstanding does not at any time exceed 15.0% of Consolidated total assets of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, at such timethis Agreement;
(vviii) Investments outstanding on the date hereof in Subsidiaries that are Excluded Subsidiaries or Subsidiaries that are not wholly-owned Subsidiaries of any Loan Party, and
(vi) Investments by the Borrower in Hedge Agreements designed or any Subsidiary from making loans and advances to hedge against fluctuations in interest rates or foreign exchange rates its officers and employees in the ordinary course of business, provided that the aggregate principal amount of such loans and advances does not exceed $1,000,000 at any time outstanding;
(ix) the Borrower from making loans to, or acquiring equity interests in, Minick Holding AG, a Swiss company, provided that the aggregate amounx xx (A) such loans (excluding a loan of $1,500,000 made before the date hereof) and (B) the consideration paid for such acquisitions does not exceed $5,000,000; and
(x) in addition to the foregoing, the Borrower or any Subsidiary from making loans and advances, in an aggregate amount not exceeding $7,500,000 in any fiscal year, to any Persons in businesses related to, ancillary to or complementary to the business and consistent with prudent business practicesof the Borrower.
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Samples: Revolving Credit Agreement (THQ Inc)
