Investments, Loans, Advances and Acquisitions. The Parent will not and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any capital stock, evidences of indebtedness (subject to Section 6.09 below) or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except: (a) Permitted Investments; (b) investments directly or indirectly in Real Property operated primarily as self-storage facilities, including, for the avoidance of doubt, any merger (subject to the provisions of Section 6.02) or similar transaction, by which the Parent or the Borrower acquire, directly or indirectly, self-storage facilities; (c) investments directly or indirectly in unimproved land not to exceed five percent (5%) of the Total Asset Value; (d) investments directly or indirectly in construction and development projects not to exceed ten percent (10%) of the Applicable Value; (e) investments constituting mortgage loans on real estate (directly or indirectly) which are primarily self-storage facilities not to exceed five percent (5%) of the Applicable Value; and (f) any purchase or acquisition, directly or indirectly, of any such capital stock, evidence of indebtedness, or other securities of, or other investment in, a Person which is not a wholly owned Subsidiary of the Borrower, or any assets of any other Person constituting a business unit, and any loan or advance to any other Person where the amount of such loan or advance or the value of such purchase or acquisition does not exceed fifteen percent (15%) of the Applicable Value immediately before such loan, advance, purchase or acquisition. provided that the aggregate value of the investments described in Subsections (c) through (f) above shall not exceed twenty five percent (25%) of the Applicable Value; any breach of the investment restriction set forth above shall not constitute an Event of Default hereunder, but shall result in the exclusion of such Excess Amount when calculating Applicable Value.
Appears in 3 contracts
Samples: Credit Agreement (SmartStop Self Storage REIT, Inc.), Credit Agreement (SmartStop Self Storage REIT, Inc.), Credit Agreement (SmartStop Self Storage REIT, Inc.)
Investments, Loans, Advances and Acquisitions. The Parent Company will not not, and will not permit any of its Subsidiaries Subsidiary to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any capital stock, evidences of indebtedness (subject to Section 6.09 below) or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist retain any loans investment (whether through the purchase of stock, obligations, capital contributions or advances to, otherwise) in or make any loan or permit to exist any investment or any other interest inadvance to, any other Person, or purchase acquire substantially as an entirety the Property or otherwise acquire (in one transaction or a series of transactions) any assets business of any other Person constituting a business unitPerson, exceptother than:
(a) Permitted Investmentsinvestments in certificates of deposit having a maturity of two years or less issued by any Bank or any other commercial bank having a long-term rating at the time of investment of at least AA by Standard & Poor’s Ratings Services Group, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or Aa by Xxxxx’x Investor Services, Inc. (“Moody’s”) and a short-term rating at the time of investment of A-1 from S&P or P-1 from Moody’s;
(b) investments directly in commercial paper rated at the time of investment P-1 by Moody’s or indirectly in Real Property operated primarily as self-storage facilities, including, for A-1 by S&P maturing within 270 days of the avoidance date of doubt, any merger (subject to the provisions of Section 6.02) or similar transaction, by which the Parent or the Borrower acquire, directly or indirectly, self-storage facilitiesissuance thereof;
(c) investments directly or indirectly shown on the financial statements referred to in unimproved land not to exceed five percent (5%) of the Total Asset ValueSection 5.2 in existing Subsidiaries;
(d) investments directly or indirectly in construction and development projects not to exceed ten percent (10%) acquisitions of the Applicable ValueProperty or business of any Person, provided (i) that no Potential Default or Event of Default shall then exist after giving effect to such acquisition and no change of the voting control or management of the Company shall result therefrom; (ii) that the aggregate purchase price (including the principal amount of obligations assumed by the Company or a Subsidiary) paid in any single acquisition shall not exceed $25,000,000 and (iii) that the aggregate purchase price (determined as described above) paid in all such acquisitions made prior to the Revolving Credit Termination Date shall not exceed $35,000,000;
(e) investments constituting mortgage loans on real estate (directly or indirectly) which are primarily self-storage facilities not to exceed five percent (5%) marketable full faith and credit obligations of the Applicable ValueUnited States of America or of any agency thereof for which the full faith and credit of the United States of America has been pledged;
(f) repurchase, reverse repurchase and security lending agreements collateralized by securities of the type described in subsection (e), provided that the Company or Subsidiary, as the case may be, which is a party to such arrangement shall hold (individually or through an agent or bailee) all securities relating thereto during the entire term of each such arrangement;
(g) municipal debt securities commonly known as “lower floaters” or “variable rate demand notes” so long as (i) such securities provide that the owner thereof may require that such securities be bought from it upon 7 days notice by such owner, and (ii) such securities shall have a long-term rating at the time of investment of at least AA by S&P or Aa by Moody’s and a short-term rating at the time of investment of A-1 from S&P or P-1 from Moody’s;
(h) investments in an aggregate principal amount of up to $1,000,000 and not otherwise permitted by this Section, in certificates of deposit in any commercial bank;
(i) investments in and loans and advances to the Company or any Subsidiary by the Company or any other Subsidiary; and
(fj) any purchase or acquisition, directly or indirectly, of any such capital stock, evidence of indebtedness, or other securities of, or other investment in, a Person which is loan in a principal amount not a wholly owned Subsidiary of to exceed $500,000 to the Borrower, or any assets of any other Person constituting a business unit, and any loan or advance to any other Person where the amount of such loan or advance or the value of such purchase or acquisition does not exceed fifteen percent (15%) of the Applicable Value immediately before such loan, advance, purchase or acquisition. provided that the aggregate value of the investments described in Subsections (c) through (f) above shall not exceed twenty five percent (25%) of the Applicable Value; any breach of the investment restriction set forth above shall not constitute an Event of Default hereunder, but shall result in the exclusion of such Excess Amount when calculating Applicable ValueCompany’s employees’ stock ownership plan.
Appears in 2 contracts
Samples: Credit Agreement (Sanderson Farms Inc), Credit Agreement (Sanderson Farms Inc)
Investments, Loans, Advances and Acquisitions. The Parent Borrower will not not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any capital stock, evidences of indebtedness (subject to Section 6.09 below) or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except:
(a) Permitted Investments;
(b) investments directly or indirectly in Real Property operated primarily as self-storage facilities, including, for the avoidance of doubt, any merger (subject to the provisions of Section 6.02) or similar transaction, by which the Parent or the Borrower acquire, directly or indirectly, self-storage facilities;
(c) investments directly or indirectly in unimproved land not to exceed five ten percent (510%) of the Total Asset Value;
(d) investments directly or indirectly in construction and development projects not to exceed ten fifteen percent (1015%) of the Applicable Total Asset Value;
(e) investments constituting mortgage loans on real estate (directly or indirectly) which are primarily self-storage facilities not to exceed five fifteen percent (515%) of the Applicable Total Asset Value;
(f) for investments in real estate (directly or indirectly) which are not primarily self-storage facilities and which the Borrower does not intend to convert to a self-storage facility within twenty-four (24) months, not to exceed ten percent (10%) of the Total Asset Value; and
(fg) any purchase or acquisition, directly or indirectly, of any such capital stock, evidence of indebtedness, or other securities of, or other investment in, a Person which is not a wholly owned Subsidiary of the Borrower, or any assets of any other Person constituting a business unit, and any loan or advance to any other Person Borrower where the amount of such loan or advance or the value of such purchase or acquisition does not exceed fifteen percent (15%) of the Applicable Total Asset Value immediately before such loan, advance, purchase or acquisition. , provided that the aggregate value of the investments described in Subsections (c) through (fg) above shall not exceed twenty five percent (2520%) of the Applicable Value; any breach of the investment restriction set forth above shall not constitute an Event of Default hereunder, but shall result in the exclusion of such Excess Amount when calculating Applicable Total Asset Value.
Appears in 2 contracts
Samples: Credit Agreement (Strategic Storage Trust, Inc.), Credit Agreement (Strategic Storage Trust, Inc.)
Investments, Loans, Advances and Acquisitions. The Parent Borrower will not not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any capital stockEquity Interests, evidences of indebtedness (subject to Section 6.09 below) or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except:
(a) Permitted Investments;
(b) investments directly or indirectly in Real Property operated primarily as self-storage facilities, including, for the avoidance of doubt, any merger (subject to the provisions of Section 6.02) or similar transaction, by which the Parent or the Borrower acquire, directly or indirectly, self-storage facilitiesparking properties;
(c) investments directly or indirectly in unimproved undeveloped land, so long as the aggregate Value of such land does not exceed five percent (5%) of Total Asset Value, after giving effect to such investments;
(d) Assets Under Development, so long as the aggregate Value thereof does not exceed five percent (5%) of the Total Asset Value;
(d) investments directly or indirectly in construction and development projects not Value after giving effect to exceed ten percent (10%) of the Applicable Valuesuch investments;
(e) investments constituting mortgage loans on real estate (directly or indirectly) which are primarily selfin non-storage facilities not to exceed five percent (5%) of the Applicable Value; and
(f) any purchase or acquisition, directly or indirectly, of any such capital stock, evidence of indebtedness, or other securities of, or other investment in, a Person which is not a wholly owned Subsidiary of direct and indirect subsidiaries so long as the Borrower, or any assets of any other Person constituting a business unit, and any loan or advance to any other Person where the aggregate amount of such loan or advance or the value of such purchase or acquisition investments described in this clause (e) does not exceed fifteen percent (15%) of the Applicable Total Asset Value immediately before after giving effect to such loaninvestments (for the purposes of this clause (e) non-wholly owned shall mean less than a 90% ownership interest);
(f) investments in mortgage notes receivable not exceeding five percent (5%) of Total Asset Value after giving effect to such investments; and
(g) mergers, advanceconsolidations and other transactions permitted under Section 6.02, purchase or acquisition. provided that so long as same do not cause the Borrower to be in violation of any provision of this Section 6.03.
Provided (i) the aggregate total value of the investments Investments described in Subsections subsections (c) through (f) above shall will not exceed twenty five percent (2520%) of the Applicable Value; Total Asset Value on a consolidated basis, and (ii) any breach violation of the investment restriction set forth above foregoing limitations shall not constitute an Event of Default hereunder, but shall result in the exclusion of such Excess Amount when calculating Applicable the excess value of any Investment in excess of any of the foregoing limitations from the calculation of Total Asset Value.
Appears in 1 contract
Investments, Loans, Advances and Acquisitions. The Parent Borrower and its Subsidiaries will not and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any capital stock, evidences of indebtedness (subject to Section 6.09 below) or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except:
(a) Permitted Investments;
(b) investments directly or indirectly in Real Property operated primarily as self-storage facilities, including, for the avoidance of doubt, any merger (subject to the provisions of Section 6.02) or similar transaction, by which the Parent or the Borrower acquire, directly or indirectly, self-storage facilities;
(c) investments directly or indirectly in unimproved land not to exceed five percent (5%) of the Total Asset Value;
(d) investments directly or indirectly in construction and development projects not to exceed ten fifteen percent (1015%) of the Applicable Total Asset Value;
(e) investments constituting mortgage loans on real estate (directly or indirectly) which are primarily self-storage facilities not to exceed five ten percent (510%) of the Applicable Total Asset Value;
(f) for investments in real estate (directly or indirectly) which are not primarily self-storage facilities and which the Borrower does not intend to convert to a self-storage facility within twenty-four (24) months, not to exceed ten percent (10%) of the Total Asset Value; and
(fg) any purchase or acquisition, directly or indirectly, of any such capital stock, evidence of indebtedness, or other securities of, or other investment in, a Person which is not a wholly owned Subsidiary of the Borrower, or any assets of any other Person constituting a business unit, and any loan or advance to any other Person where the amount of such loan or advance or the value of such purchase or acquisition does not exceed fifteen twenty percent (1520%) of the Applicable Total Asset Value immediately before such loan, advance, purchase or acquisition. provided that the aggregate value of the investments described in Subsections (c) through (fg) above shall not exceed twenty twenty-five percent (25%) of the Applicable Value; any breach of the investment restriction set forth above shall not constitute an Event of Default hereunder, but shall result in the exclusion of such Excess Amount when calculating Applicable Total Asset Value.
Appears in 1 contract
Samples: Credit Agreement (Strategic Storage Trust II, Inc.)
Investments, Loans, Advances and Acquisitions. The Parent will not and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any capital stock, evidences of indebtedness (subject to Section 6.09 below) or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except:
(a) Permitted Investments;
(b) investments directly or indirectly in Real Property operated primarily as self-storage facilities, including, for the avoidance of doubt, any merger (subject to the provisions of Section 6.02) or similar transaction, by which the Parent or the Borrower acquire, directly or indirectly, self-storage facilities;
(c) investments directly or indirectly in unimproved land not to exceed five percent (5%) of the Total Asset Value;
(d) investments directly or indirectly in construction and development projects not to exceed ten twenty percent (1020%) of the Applicable Total Asset Value;
(e) investments constituting mortgage loans on real estate (directly or indirectly) which are primarily self-storage facilities not to exceed five ten percent (510%) of the Applicable Total Asset Value;
(f) investments in real estate (directly or indirectly) which are not primarily self-storage facilities and which the Property Party does not intend to convert to a self-storage facility within twenty-four (24) months, not to exceed ten percent (10%) of the Total Asset Value; and
(fg) any purchase or acquisition, directly or indirectly, of any such capital stock, evidence of indebtedness, or other securities of, or other investment in, a Person which is not a wholly owned Subsidiary of the Borrower, or any assets of any other Person constituting a business unit, and any loan or advance to any other Person where the amount of such loan or advance or the value of such purchase or acquisition does not exceed fifteen twenty percent (1520%) of the Applicable Total Asset Value immediately before such loan, advance, purchase or acquisition. provided that the aggregate value of the investments described in Subsections (c) through (fg) above shall not exceed twenty five percent (2520%) of the Applicable Total Asset Value; any breach of the investment restriction set forth above shall not constitute an Event of Default hereunder, but shall result in the exclusion of such Excess Amount when calculating Applicable Total Asset Value.
Appears in 1 contract
Samples: Credit Agreement (Strategic Storage Trust IV, Inc.)
Investments, Loans, Advances and Acquisitions. The Parent Borrower will not not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any capital stock, evidences of indebtedness (subject to Section 6.09 below) or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except:
(a) Permitted Investments;
(b) investments directly or indirectly in Real Property operated primarily as self-storage facilities, including, for the avoidance of doubt, any merger (subject to the provisions of Section 6.02) or similar transaction, by which the Parent or the Borrower acquire, directly or indirectly, self-storage facilities;
(c) investments directly or indirectly in unimproved land not to exceed five percent (5%) of the Total Asset Value;
(d) investments directly or indirectly in construction and development projects not to exceed ten fifteen percent (1015%) of the Applicable Total Asset Value;
(e) investments constituting mortgage loans on real estate (directly or indirectly) which are primarily self-storage facilities not to exceed five ten percent (510%) of the Applicable Total Asset Value;
(f) for investments in real estate (directly or indirectly) which are not primarily self-storage facilities and which the Borrower does not intend to convert to a self-storage facility within twenty-four (24) months, not to exceed ten percent (10%) of the Total Asset Value; and
(fg) any purchase or acquisition, directly or indirectly, of any such capital stock, evidence of indebtedness, or other securities of, or other investment in, a Person which is not a wholly owned Subsidiary of the Borrower, or any assets of any other Person constituting a business unit, and any loan or advance to any other Person where the amount of such loan or advance or the value of such purchase or acquisition does not exceed fifteen percent (15%) of the Applicable Total Asset Value immediately before such loan, advance, purchase or acquisition. , provided that the aggregate value of the investments described in Subsections (c) through (f) above shall not exceed twenty five percent (2520%) of the Applicable Value; any breach of the investment restriction set forth above shall not constitute an Event of Default hereunder, but shall result in the exclusion of such Excess Amount when calculating Applicable Total Asset Value.
Appears in 1 contract
Investments, Loans, Advances and Acquisitions. The Parent Borrower will not not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Wholly-Owned Subsidiary prior to such merger) any capital stockEquity Interests in, or evidences of indebtedness (subject to Section 6.09 below) Indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, or make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unitunit (all of the foregoing, “Investments”) except:
(a) Permitted InvestmentsInvestments held by the Borrower or any Subsidiary in the form of Cash Equivalents;
(b) investments directly or indirectly in Real Property operated primarily as self-storage facilities, including, for Investments existing on the avoidance of doubt, any merger (subject to the provisions of Section 6.02) or similar transaction, by which the Parent or the Borrower acquire, directly or indirectly, self-storage facilitiesdate hereof and set forth on Schedule 5.23;
(c) investments directly or indirectly Investments by the Borrower and its Subsidiaries in unimproved land not to exceed five percent (5%) of the Total Asset ValueEquity Interests in their respective Subsidiaries;
(d) investments directly loans or indirectly advances made by the Borrower to any Subsidiary and made by any Subsidiary to the Borrower or any other Subsidiary in construction and development projects not to exceed ten percent (10%) of accordance with the Applicable Valuelimitations set forth in Section 5.12;
(e) investments constituting mortgage loans on real estate or advances made by the Borrower or any Subsidiary to third parties (directly other than the Borrower or indirectly) which are primarily self-storage facilities not to exceed five percent (5%) any of the Applicable ValueSubsidiaries); andprovided that the Dollar Equivalent of the aggregate outstanding amount of all Indebtedness permitted under this subclause (e) shall not at any time exceed $50,000,000;
(f) any purchase Investments received in connection with the bankruptcy or acquisition, directly or indirectly, of any such capital stock, evidence of indebtedness, or other securities reorganization of, or other investment insettlement of delinquent accounts and disputes with, a customers and suppliers, in each case in the ordinary course of business;
(g) Investments permitted by Section 5.10;
(h) extensions of trade credit in the ordinary course of business;
(i) Investments in the Equity Interests in the special purpose entities established under the Receivable Securitizations permitted by Section 5.26; provided that, the aggregate amount of cash invested in all such entities shall not exceed $1,000,000;
(j) if no Default or Event of Default exists or would result therefrom, Borrower and any Subsidiary may acquire all the Equity Interests of any Person which is not a wholly owned Subsidiary or all or substantially all of the Borrower, or any assets of any other Person or the assets of a Person constituting a business unitunit if the following conditions are satisfied:
(i) if the proposed acquisition is an acquisition of the Equity Interests of a Target, the acquisition is structured so that the Target will become a Wholly-Owned Subsidiary or will, simultaneously with the acquisition be merged into the Borrower or a Wholly-Owned Subsidiary, and if the proposed acquisition is an acquisition of a business unit or all or substantially all of the assets of a Person, the acquisition will be structured so that Borrower or one or more Wholly-Owned Subsidiaries will acquire the assets;
(ii) the Purchase Price (as defined below) for the proposed acquisition in question, when aggregated with the sum of the Dollar Equivalent amount of the Purchase Price paid for each acquisition consummated during the most recently ended period of four consecutive fiscal quarters does not exceed an amount equal to 1.50 multiplied by the Adjusted EBITDA for such period; provided that if as of the date of any loan proposed acquisition, (A) the unsecured senior debt rating of the Borrower is BBB- or advance better by S&P and Baa3 or better by Xxxxx’x; (B) the Borrower has retained those ratings for more than 6 months; and (C) such debt is not on negative watch by any rating agency which has issued the Borrower such debt rating, then the restrictions contained in this clause (ii) shall not apply; provided further, however, if at any time thereafter: (a) the unsecured senior debt rating of the Borrower has been downgraded below BBB- by S&P or below Baa3 by Xxxxx’x or (b) such debt is on negative watch by any rating agency which has issued the Borrower such debt rating, then the restrictions contained in this clause (ii) shall again apply to any other Person where proposed acquisition thereafter consummated (the amount term “Purchase Price” means, as of such loan any date of determination and with respect to a proposed acquisition, the purchase price to be paid for the Target or advance its assets, including all cash consideration paid (whether classified as purchase price, non-compete or consulting payments or otherwise), the value of all other assets to be transferred by the purchaser in connection with such acquisition to the seller (including any stock issued to the seller), all valued in accordance with the applicable purchase or acquisition does not exceed fifteen percent (15%) agreement, and the outstanding principal amount of all Indebtedness of the Applicable Value immediately before such loan, advance, purchase Target or acquisition. provided that the aggregate value of the investments described purchaser assumed or acquired in Subsections (c) through (f) above shall not exceed twenty five percent (25%) of the Applicable Valueconnection with such acquisition); any breach of the investment restriction set forth above shall not constitute an Event of Default hereunder, but shall result in the exclusion of such Excess Amount when calculating Applicable Value.and
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (Lennox International Inc)
Investments, Loans, Advances and Acquisitions. The Parent Borrower will not not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any capital stock, evidences of indebtedness (subject to Section 6.09 below) or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except:
(a) Permitted Investments;
(b) investments directly or indirectly in Real Property operated primarily as self-storage facilities, including, for the avoidance of doubt, any merger (subject to the provisions of Section 6.02) or similar transaction, by which the Parent or the Borrower acquire, directly or indirectly, self-storage facilities;
(c) investments directly or indirectly in unimproved land not to exceed fifteen percent (15%) of the Total Asset Value prior to July 31, 2016, or five percent (5%) of the Total Asset ValueValue thereafter;
(d) investments directly or indirectly in construction and development projects not to exceed ten twenty percent (1020%) of the Applicable ValueTotal Asset Value prior to July 31, 2016, or fifteen percent (15%) of the Total Asset Value thereafter;
(e) investments constituting mortgage loans on real estate (directly or indirectly) which are primarily self-storage facilities not to exceed five ten percent (510%) of the Applicable Total Asset Value;
(f) for investments in real estate (directly or indirectly) which are not primarily self-storage facilities and which the Borrower does not intend to convert to a self-storage facility within twenty-four (24) months, not to exceed ten percent (10%) of the Total Asset Value; and
(fg) any purchase or acquisition, directly or indirectly, of any such capital stock, evidence of indebtedness, or other securities of, or other investment in, a Person which is not a wholly owned Subsidiary of the Borrower, or any assets of any other Person constituting a business unit, and any loan or advance to any other Person where the amount of such loan or advance or the value of such purchase or acquisition does not exceed fifteen percent (15%) of the Applicable Total Asset Value immediately before such loan, advance, purchase or acquisition. , provided that the aggregate value of the investments described in Subsections (c) through (f) above shall not exceed twenty five thirty percent (2530%) of the Applicable Value; any breach Total Asset Value prior to July 31, 2016, or twenty percent (20%) of the investment restriction set forth above shall not constitute an Event of Default hereunder, but shall result in the exclusion of such Excess Amount when calculating Applicable ValueTotal Asset Value thereafter.
Appears in 1 contract
Samples: Credit Agreement (Strategic Storage Growth Trust, Inc.)
Investments, Loans, Advances and Acquisitions. The Parent and its Subsidiaries will not and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any capital stock, evidences of indebtedness (subject to Section 6.09 below) or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except:
(a) Permitted Investments;
(b) investments directly or indirectly in Real Property operated primarily as self-storage facilities, including, for the avoidance of doubt, any merger (subject to the provisions of Section 6.02) or similar transaction, by which the Parent or the Borrower acquire, directly or indirectly, self-storage facilities;
(c) investments directly or indirectly in unimproved land not to exceed five percent (5%) of the Total Asset Value;
(d) investments directly or indirectly in construction and development projects not to exceed ten fifteen percent (1015%) of the Applicable Total Asset Value;
(e) investments constituting mortgage loans on real estate (directly or indirectly) which are primarily self-storage facilities not to exceed five ten percent (510%) of the Applicable Total Asset Value;
(f) for investments in real estate (directly or indirectly) which are not primarily self-storage facilities and which the Parent does not intend to convert to a self-storage facility within twenty-four (24) months, not to exceed ten percent (10%) of the Total Asset Value; and
(fg) any purchase or acquisition, directly or indirectly, of any such capital stock, evidence of indebtedness, or other securities of, or other investment in, a Person which is not a wholly owned Subsidiary of the BorrowerParent, or any assets of any other Person constituting a business unit, and any loan or advance to any other Person where the amount of such loan or advance or the value of such purchase or acquisition does not exceed fifteen twenty percent (1520%) of the Applicable Total Asset Value immediately before such loan, advance, purchase or acquisition. provided that the aggregate value of the investments described in Subsections (c) through (fg) above shall not exceed twenty twenty-five percent (25%) of the Applicable Value; any breach of the investment restriction set forth above shall not constitute an Event of Default hereunder, but shall result in the exclusion of such Excess Amount when calculating Applicable Total Asset Value.
Appears in 1 contract
Samples: Credit Agreement (Strategic Storage Trust II, Inc.)
Investments, Loans, Advances and Acquisitions. The Parent will not and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any capital stock, evidences of indebtedness (subject to Section 6.09 below) or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except:
(a) Permitted Investments;
(b) investments directly or indirectly in Real Property operated primarily as self-storage facilities, including, for the avoidance of doubt, any merger (subject to the provisions of Section 6.02) or similar transaction, by which the Parent or the Borrower acquire, directly or indirectly, self-storage facilities;
(c) investments directly or indirectly in unimproved land not to exceed five percent (5%) of the Total Applicable Asset Value;
(d) investments directly or indirectly in construction and development projects not to exceed ten percent (10%) of the Applicable Asset Value;
(e) investments constituting mortgage loans on real estate (directly or indirectly) which are primarily self-storage facilities not to exceed five percent (5%) of the Applicable Asset Value; and
(f) any purchase or acquisition, directly or indirectly, of any such capital stock, evidence of indebtedness, or other securities of, or other investment in, a Person which is not a wholly owned Subsidiary of the Borrower, or any assets of any other Person constituting a business unit, and any loan or advance to any other Person where the amount of such loan or advance or the value of such purchase or acquisition does not exceed fifteen percent (15%) of the Applicable Asset Value immediately before such loan, advance, purchase or acquisition. provided that the aggregate value of the investments described in Subsections (c) through (f) above shall not exceed twenty five percent (25%) of the Applicable Asset Value; any breach of the investment restriction set forth above shall not constitute an Event of Default hereunder, but shall result in the exclusion of such Excess Amount when calculating Applicable Asset Value.
Appears in 1 contract
Samples: Credit Agreement (SmartStop Self Storage REIT, Inc.)
Investments, Loans, Advances and Acquisitions. The Parent will not and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any capital stock, evidences of indebtedness (subject to Section 6.09 below) or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except:
(a) Permitted Investments;
(b) investments directly or indirectly in Real Property operated primarily as self-storage facilities, including, for the avoidance of doubt, any merger (subject to the provisions of Section 6.02) or similar transaction, by which the Parent or the Borrower acquire, directly or indirectly, self-storage facilities;
(c) investments directly or indirectly in unimproved land not to exceed five percent (5%) of the Total Asset Value;
(d) investments directly or indirectly in construction and development projects not to exceed ten percent (10%) of the Applicable Value;
(e) investments constituting mortgage loans on real estate (directly or indirectly) which are primarily self-storage facilities not to exceed five percent (5%) of the Applicable Value; and
(f) any purchase or acquisition, directly or indirectly, of any such capital stock, evidence of indebtedness, or other securities of, or other investment in, a Person which is not a wholly owned Subsidiary of the Borrower, or any assets of any other Person constituting a business unit, and any loan or advance to any other Person where the amount of such loan or advance or the value of such purchase or acquisition does not exceed fifteen percent (15%) of the Applicable Value immediately before such loan, advance, purchase or acquisition. provided that the aggregate value of the investments described in Subsections (c) through (f) above shall not exceed twenty five percent (25%) of the Applicable Value; any breach of the investment restriction set forth above shall not constitute an Event of Default hereunder, but shall result in the exclusion of such Excess Amount when calculating Applicable Value.
Appears in 1 contract
Samples: Credit Agreement (SmartStop Self Storage REIT, Inc.)
Investments, Loans, Advances and Acquisitions. The Parent Borrower will not not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any capital stock, evidences of indebtedness (subject to Section 6.09 below) or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except:
(a) Permitted Investments;
(b) investments directly or indirectly in Real Property operated primarily as self-storage facilities, including, for office and industrial properties or such other uses as may be approved in writing by the avoidance of doubt, any merger (subject to the provisions of Section 6.02) or similar transaction, by which the Parent or the Borrower acquire, directly or indirectly, self-storage facilitiesAdministrative Agent;
(c) investments directly or indirectly in unimproved undeveloped land, so long as the aggregate Value of such land does not to exceed five percent (5%) of the Total Asset Value, after giving effect to such investments;
(d) investments directly or indirectly in construction and development projects Pre-leased Assets Under Development, so long as the aggregate Value thereof does not exceed twenty percent (20%) of the Total Asset Value after giving effect to such investments;
(e) Leased Assets Under Renovation, so long as the aggregate Value thereof does not exceed ten percent (10%) of the Applicable ValueTotal Asset Value after giving effect to such investments;
(f) investments in Unconsolidated Affiliates so long as the aggregate amount of such investments described in this clause (e) investments constituting mortgage loans on real estate (directly or indirectly) which are primarily self-storage facilities does not to exceed five ten percent (510%) of the Applicable Value; andTotal Asset Value after giving effect to such investments;
(fg) any purchase or acquisition, directly or indirectly, of any such capital stock, evidence of indebtedness, or other securities of, or other investment in, a Person which is investments in mortgage notes receivable not a wholly owned Subsidiary of the Borrower, or any assets of any other Person constituting a business unit, and any loan or advance to any other Person where the amount of such loan or advance or the value of such purchase or acquisition does not exceed exceeding fifteen percent (15%) of the Applicable Total Asset Value immediately before after giving effect to such loan, advance, purchase or acquisition. provided that the aggregate value of the investments described in Subsections (c) through (f) above shall not exceed twenty five percent (25%) of the Applicable Value; any breach of the investment restriction set forth above shall not constitute an Event of Default hereunder, but shall result in the exclusion of such Excess Amount when calculating Applicable Value.investments;
Appears in 1 contract
Samples: Credit Agreement (Griffin Capital Essential Asset REIT II, Inc.)
Investments, Loans, Advances and Acquisitions. The Parent and its Subsidiaries will not and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any capital stock, evidences of indebtedness (subject to Section 6.09 below) or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except:
(a) Permitted Investments;
(b) investments directly or indirectly in Real Property operated primarily as self-storage facilities, including, for the avoidance of doubt, any merger (subject to the provisions of Section 6.02) or similar transaction, by which the Parent or the Borrower acquire, directly or indirectly, self-storage facilities;
(c) investments directly or indirectly in unimproved land not to exceed five percent (5%) of the Total Asset Value;
(d) investments directly or indirectly in construction and development projects not to exceed ten fifteen percent (1015%) of the Applicable Total Asset Value;
(e) investments constituting mortgage loans on real estate (directly or indirectly) which are primarily self-storage facilities not to exceed ten percent (10%) of the Total Asset Value;
(f) for investments in real estate (directly or indirectly) which are not primarily self-storage facilities and which the Parent does not intend to convert to a self-storage facility within twenty-four (24) months, not to exceed five percent (5%) of the Applicable Total Asset Value; and
(fg) any purchase or acquisition, directly or indirectly, of any such capital stock, evidence of indebtedness, or other securities of, or other investment in, a Person which is not a wholly owned Subsidiary of the BorrowerParent, or any assets of any other Person constituting a business unit, and any loan or advance to any other Person where the amount of such loan or advance or the value of such purchase or acquisition does not exceed fifteen percent (15%) of the Applicable Total Asset Value immediately before such loan, advance, purchase or acquisition. provided that the aggregate value of the investments described in Subsections (c) through (fg) above shall not exceed twenty twenty-five percent (25%) of the Applicable Total Asset Value; any breach of the investment restriction set forth above shall not constitute an Event of Default hereunder, but shall result in the exclusion of such Excess Amount when calculating Applicable Total Asset Value.
Appears in 1 contract
Samples: Credit Agreement (Strategic Storage Trust II, Inc.)
Investments, Loans, Advances and Acquisitions. The Parent Borrower will not not, and will not permit any of its Subsidiaries Restricted Subsidiary to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any capital stockEquity Interests, evidences of indebtedness (subject to Section 6.09 below) or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment (including by way of Guarantees) or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unitunit (whether through purchase of assets, merger or otherwise), except:
(a) Permitted Investmentsinvestments in cash and Cash Equivalents;
(b) investments directly or indirectly in Real Property operated primarily as self-storage facilitiesexistence on the Closing Date and described in Schedule 8.04 and amendments, including, for extensions and renewals thereof that do not increase the avoidance of doubt, any merger (subject to the provisions of Section 6.02) or similar transaction, by which the Parent or the Borrower acquire, directly or indirectly, self-storage facilitiesamount thereof and investments reflected on Schedule 6.01;
(c) investments directly or indirectly in unimproved land not to exceed five percent (5%) of the Total Asset Valueoperating deposit accounts with depository institutions and other ordinary course cash management;
(d) investments directly received in connection with a disposition permitted under Section 8.05(h) or indirectly in construction and development projects not to exceed ten percent (10%) of the Applicable Valuei);
(e) purchases of inventory and other assets to be sold or used in the ordinary course of business;
(f) investments constituting mortgage by (i) any Loan Party in any Loan Party, (ii) any Restricted Subsidiary that is not a Loan Party in the Borrower or any other Restricted Subsidiary and (iii) any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of investments outstanding pursuant to this clause (iii) shall not exceed the greater of $150,000,000 and 7.0% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding;
(g) loans and advances to employees in the ordinary course of business not exceeding $10,000,000 in the aggregate;
(h) investments in the form of Swap Contracts permitted by Section 8.01(h);
(i) deposits to secure bids, tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other deposits of like nature arising in the ordinary course of business;
(j) investments by any Receivables Financing SPC, the Borrower or any Restricted Subsidiary in a Receivables Financing SPC in each case made in connection with a Permitted Receivables Financing, and loans permitted by the applicable Permitted Receivables Financing that are made by the Borrower or a Restricted Subsidiary to a Receivables Financing SPC or by a Receivables Financing SPC to the Borrower or a Restricted Subsidiary in connection therewith;
(k) the Farm Credit Equities and any other stock or securities of, or investments in, a Farm Credit Lender or its investment services or programs;
(l) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or other disputes with customers or suppliers and investments consisting of the prepayment of suppliers and service providers on real estate customary terms in the ordinary course of business;
(directly m) Guarantees of Indebtedness permitted by Section 8.01 and of other obligations otherwise permitted hereunder;
(n) investments in prepaid expenses, utility and workers’ compensation, performance and other similar deposits, each as entered into in the ordinary course of business;
(o) investments consisting of the licensing, sublicensing or indirectlycontribution of intellectual property pursuant to joint marketing arrangements with other Persons;
(p) which are primarily self-storage facilities investments to the extent made with (i) Qualified Equity Interests of the Borrower or (ii) the cash proceeds of any issuance of Equity Interests by the Borrower so long as such investment is consummated within 90 days of such issuance of Equity Interests (provided that such cash proceeds shall not be included in the Available Amount);
(q) additional investments in an aggregate amount not to exceed five percent the greater of $250,000,000 and 11.5% of Consolidated Total Assets (5%) as shown on or determined in accordance with the most recent financial statements of the Applicable ValueBorrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding;
(r) the Transactions and Permitted Acquisitions;
(s) other investments so long as, on a Pro Forma Basis immediately after the making of any such investment, the Consolidated Net Leverage Ratio does not exceed 3.75 to 1.00;
(t) subject to the absence of any continuing Event of Default and compliance by the Borrower on a Pro Forma Basis with the covenants set forth in Section 8.11 (each in accordance with Section 1.06, if applicable), investments from the Available Amount; and
(fu) any purchase or acquisitioninvestments made during a Collateral Suspension Period. For purposes of covenant compliance, directly or indirectly, of any such capital stock, evidence of indebtedness, or other securities of, or other investment in, a Person which is not a wholly owned Subsidiary of the Borrower, or any assets of any other Person constituting a business unit, and any loan or advance to any other Person where the amount of such loan any investment shall be the amount actually invested (with respect to any investment made other than in the form of cash or advance Cash Equivalents, valued at the fair market value thereof (as reasonably determined by the Borrower in good faith) at the time of the making thereof), without adjustment for subsequent increases or decreases in the value of such purchase investment, less any amount repaid, returned, distributed or acquisition does otherwise received in respect of any investment, in each case, in cash, and the amount of any investment constituting a Guarantee shall be determined as stated in the definition of “Guarantee.” Any investment in any Person other than a Loan Party that is otherwise permitted by this Section 8.04 may be made through intermediate investments in Restricted Subsidiaries that are not exceed fifteen percent (15%) Loan Parties and such intermediate investments shall be disregarded for purposes of determining the outstanding amount of investments pursuant to any clause set forth above. For purposes of determining compliance with this Section 8.04, if an investment meets, in whole or in part, the criteria of one or more of the Applicable Value immediately before categories of investments (or any portion thereof) permitted in this Section 8.04, the Borrower may, in its sole discretion, classify or divide such loan, advance, purchase investment (or acquisition. provided any portion thereof) in any manner that complies with this Section 8.04 and will be entitled to only include the aggregate value amount and type of such investment (or any portion thereof) in one of the investments described in Subsections above clauses and such investment will be treated as being incurred pursuant to only such clause or clauses (c) through (f) above shall not exceed twenty five percent (25%) of the Applicable Value; or any breach of the investment restriction set forth above shall not constitute an Event of Default hereunder, but shall result in the exclusion of such Excess Amount when calculating Applicable Valueportion thereof).
Appears in 1 contract
Investments, Loans, Advances and Acquisitions. The Parent Borrower will not not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any capital stock, evidences of indebtedness (subject to Section 6.09 below) or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except:
(a) Permitted Investments;
(b) investments directly or indirectly in Real Property operated primarily as self-storage facilitiesoffice, includingindustrial, for warehouse, distribution or educational properties or such other uses as may be approved in writing by the avoidance of doubt, any merger (subject to the provisions of Section 6.02) or similar transaction, by which the Parent or the Borrower acquire, directly or indirectly, self-storage facilitiesLenders;
(c) investments directly or indirectly in unimproved undeveloped land, so long as the aggregate Value of such land does not to exceed five percent (5%) of the Total Asset Value, after giving effect to such investments;
(d) investments directly or indirectly in construction and development projects not to exceed ten percent (10%) of Assets Under Development, so long as the Applicable Value;
(e) investments constituting mortgage loans on real estate (directly or indirectly) which are primarily self-storage facilities not to exceed five percent (5%) of the Applicable Value; and
(f) any purchase or acquisition, directly or indirectly, of any such capital stock, evidence of indebtedness, or other securities of, or other investment in, a Person which is not a wholly owned Subsidiary of the Borrower, or any assets of any other Person constituting a business unit, and any loan or advance to any other Person where the amount of such loan or advance or the value of such purchase or acquisition aggregate Value thereof does not exceed fifteen percent (15%) of the Applicable Total Asset Value immediately before after giving effect to such loan, advance, purchase or acquisition. provided that investments; and
(e) investments in Unconsolidated Affiliates so long as the aggregate value amount of the such investments described in Subsections this clause (e) does not exceed ten percent (10%) of the Total Asset Value after giving effect to such investments;
(f) investments in mortgage notes receivable not exceeding 5% of Total Asset Value after giving effect to such investments;
(g) mergers, consolidations and other transactions permitted under Section 6.02, so long as same do not cause the Borrower to be in violation of any provision of this Section 6.03. Provided the aggregate total value of Investments described in subsections (c) through (f) above shall will not exceed twenty five percent (2520%) of the Applicable Value; any breach of the investment restriction set forth above shall not constitute an Event of Default hereunder, but shall result in the exclusion of such Excess Amount when calculating Applicable ValueTotal Asset Value on a consolidated basis.
Appears in 1 contract
Samples: Credit Agreement (Griffin Capital Essential Asset REIT, Inc.)
Investments, Loans, Advances and Acquisitions. The Parent REIT and the Borrower will not not, and will not permit any of its Borrower’s Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any capital stockEquity Interests, evidences of indebtedness (subject to Section 6.09 below6.09) or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except:
(a) Permitted Investments;
, provided, however, that at any time (bi) investments directly or indirectly in Real Property operated primarily as self-storage facilities, including, for the avoidance of doubt, any merger (subject to the provisions of Section 6.02) or similar transaction, by which the Parent or the Borrower acquire, directly or indirectly, self-storage facilities;
(c) investments directly or indirectly in unimproved land (valued at book value) shall not exceed, in the aggregate, 5% of Total Asset Value; (ii) investments in properties under development (valued at undepreciated book value) shall not exceed, in the aggregate, 5% of Total Asset Value; (iii) investments in assets which are not retail properties shall not exceed, in the aggregate, 5% of Total Asset Value; (iv) investments in unconsolidated Affiliates shall not exceed, in the aggregate, 15% of Total Asset Value; (v) investments in real estate-related loans and debt (including derivative instruments related to real estate) shall not exceed, in the aggregate, 10% of Total Asset Value; and provided further that the aggregate of investments described in (i) through (v) above shall not exceed five percent (5%) 25% of the Total Asset Value;
(db) investments directly mergers, consolidations and other transactions permitted under Section 6.02, so long as same do not cause REIT or indirectly the Borrower to be in construction and development projects not to exceed ten percent (10%) violation of the Applicable Value;
(e) investments constituting mortgage loans on real estate (directly or indirectly) which are primarily self-storage facilities not to exceed five percent (5%) any provision of the Applicable Valuethis Section 6.03; and
(f) any purchase or acquisition, directly or indirectly, of any such capital stock, evidence of indebtedness, or other securities of, or other investment in, a Person which is not a wholly owned Subsidiary of the Borrower, or any assets of any other Person constituting a business unit, and any loan or advance to any other Person where the amount of such loan or advance or the value of such purchase or acquisition does not exceed fifteen percent (15%) of the Applicable Value immediately before such loan, advance, purchase or acquisition. provided that the aggregate value of the investments described in Subsections (c) through investments for which Agent has given its prior written consent (f) above shall which consent may be given or not exceed twenty five percent (25%) of the Applicable Value; any breach of the investment restriction set forth above shall not constitute an Event of Default hereunder, but shall result given in the exclusion of such Excess Amount when calculating Applicable ValueAgent’s sole discretion).
Appears in 1 contract
Samples: Revolving Credit Agreement (Strategic Realty Trust, Inc.)
Investments, Loans, Advances and Acquisitions. The Borrower’s sole asset will be the Preferred Equity Interests in each Operating Partnership. Parent will not and will not permit any of its Subsidiaries tonot, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any capital stock, evidences of indebtedness (subject to Section 6.09 below) or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except:, solely as to the Parent (made, as to (a) through (f), through SSOP):
(a) Permitted Investments;
(b) investments directly or indirectly in Real Property primarily operated primarily as self-storage facilities, including, for the avoidance of doubt, any merger (subject to the provisions of Section 6.02) or similar transaction, by which the Parent or the Borrower acquire, directly or indirectly, self-storage facilities;
(c) investments directly or indirectly in unimproved land not to exceed five percent (5%) of the Total Asset Value;
(d) investments directly or indirectly in construction and development projects not to exceed ten fifteen percent (1015%) of the Applicable Total Asset Value;
(e) investments Investments constituting mortgage loans on real estate (directly or indirectly) which are primarily self-storage facilities not to exceed five ten percent (510%) of the Applicable Total Asset Value; and;
(f) for investments in real estate (directly or indirectly) which are not primarily self-storage facilities and which the Parent does not intend to convert to a self-storage facility within twenty-four (24) months, not to exceed ten percent (10%) of the Total Asset Value;
(g) any purchase or acquisition, directly or indirectly, of any such capital stock, evidence of or indebtedness, or other securities of, or other investment in, a Person which is not a wholly owned Subsidiary of the BorrowerSSOP, or any assets of any other Person constituting a business unit, and any loan or advance to any other Person where the amount of such loan or advance or the value of such purchase or acquisition does not exceed fifteen percent (15%) of the Applicable Total Asset Value immediately before such loan, advance, purchase or acquisition. provided that the aggregate value of the investments described in Subsections (c) through (f) above shall not exceed twenty five percent (2520%) of the Applicable Value; any breach of the investment restriction set forth above shall not constitute an Event of Default hereunder, but shall result in the exclusion of such Excess Amount when calculating Applicable Total Asset Value.
Appears in 1 contract
Investments, Loans, Advances and Acquisitions. The Parent Borrower will not not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any capital stock, evidences of indebtedness (subject to Section 6.09 below) or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except:
(a) Permitted Investments;
(b) investments directly or indirectly in Real Property operated primarily as self-storage facilities, including, for office and industrial properties or such other uses as may be approved in writing by the avoidance of doubt, any merger (subject to the provisions of Section 6.02) or similar transaction, by which the Parent or the Borrower acquire, directly or indirectly, self-storage facilitiesAdministrative Agent;
(c) investments directly or indirectly in unimproved undeveloped land, so long as the aggregate Value of such land does not to exceed five percent (5%) of the Total Asset Value, after giving effect to such investments;
(d) Pre-leased Assets Under Development, so long as the aggregate Value thereof does not exceed twenty percent (20%) of the Total Asset Value after giving effect to such investments; and
(e) investments directly or indirectly in construction and development projects Unconsolidated Affiliates so long as the aggregate amount of such investments described in this clause (e) does not to exceed ten percent (10%) of the Applicable ValueTotal Asset Value after giving effect to such investments;
(e) investments constituting mortgage loans on real estate (directly or indirectly) which are primarily self-storage facilities not to exceed five percent (5%) of the Applicable Value; and
(f) any purchase or acquisitioninvestments in mortgage notes receivable not exceeding 5% of Total Asset Value after giving effect to such investments;
(g) mergers, directly or indirectlyconsolidations and other transactions permitted under Section 6.02, so long as same do not cause the Borrower to be in violation of any such capital stock, evidence provision of indebtedness, or other securities of, or other investment in, a Person which is not a wholly owned Subsidiary of this Section 6.03.
Provided (i) the Borrower, or any assets of any other Person constituting a business unit, and any loan or advance to any other Person where the amount of such loan or advance or the aggregate total value of such purchase or acquisition does not exceed fifteen percent (15%) of the Applicable Value immediately before such loan, advance, purchase or acquisition. provided that the aggregate value of the investments Investments described in Subsections subsections (c) through (f) above shall will not exceed twenty twenty-five percent (25%) of the Applicable Value; Total Asset Value on a consolidated basis, and (ii) any breach violation of the investment restriction set forth above foregoing limitations shall not constitute an Event of Default hereunder, but shall result in the exclusion of such Excess Amount when calculating Applicable the excess value of any Investment in excess of any of the foregoing limitations from the calculation of Total Asset Value.
Appears in 1 contract
Samples: Credit Agreement (Griffin Capital Essential Asset REIT II, Inc.)
Investments, Loans, Advances and Acquisitions. The Parent Borrower will not not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any capital stock, evidences of indebtedness (subject to Section 6.09 below) or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except:
(a) Permitted Investments;
(b) investments directly or indirectly in Real Property operated primarily as self-storage facilities, including, for the avoidance of doubt, any merger (subject to the provisions of Section 6.02) or similar transaction, by which the Parent or the Borrower acquire, directly or indirectly, self-storage facilitiescollegiate housing communities;
(c) investments directly or indirectly in unimproved land not to exceed five percent (5%) of Unconsolidated Affiliates so long as the Total Asset Value;
(d) investments directly or indirectly in construction and development projects not to exceed ten percent (10%) of the Applicable Value;
(e) investments constituting mortgage loans on real estate (directly or indirectly) which are primarily self-storage facilities not to exceed five percent (5%) of the Applicable Value; and
(f) any purchase or acquisition, directly or indirectly, of any such capital stock, evidence of indebtedness, or other securities of, or other investment in, a Person which is not a wholly owned Subsidiary of the Borrower, or any assets of any other Person constituting a business unit, and any loan or advance to any other Person where the aggregate amount of such loan or advance or the value of such purchase or acquisition investments described in this clause (c) does not exceed fifteen percent (15%) of the Applicable Total Asset Value immediately before after giving effect to such loaninvestments;
(d) undeveloped land, advanceso long as the aggregate Historical Value of such land does not exceed ten percent (10%) of Total Asset Value, purchase or acquisitionafter giving effect to such investments;
(e) investments not related to the ownership, development, operation and management of collegiate housing communities, so long as the value of same, determined in accordance with this Agreement, do not exceed ten percent (10%) of Total Asset Value, after giving effect to such investments;
(f) Assets Under Development, so long as the aggregate Historical Value thereof does not exceed twenty percent (20%) of the Total Asset Value after giving effect to such investments; and
(g) mergers, consolidations and other transactions permitted under Section 6.03, so long as same do not cause the Borrower to be in violation of any provision of this Section 6.04. provided that In addition to the foregoing, (i) the aggregate value of the investments described in Subsections clauses (c), (d), (e) through and (f) ), above shall not exceed twenty five thirty percent (2530%) of Total Asset Value after giving effect to such investments, and (ii) the Applicable Value; failure to comply with any breach of the investment restriction maximum amounts set forth in in clauses (c), (d), (e) and (f), above shall not constitute a Default or an Event of Default hereunderDefault, but shall instead result in a reduction of Total Asset Value by the exclusion incremental amounts in excess of such Excess Amount when calculating Applicable Valuemaximum amounts. The investments described above may be purchased or acquired, directly or indirectly, through partnerships, joint ventures, or otherwise. The calculations in this Section will be made without duplication if an investment is within more than one category described in this Section.
Appears in 1 contract
Investments, Loans, Advances and Acquisitions. The Parent Borrower and its Subsidiaries will not and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any capital stock, evidences of indebtedness (subject to Section 6.09 below) or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except:
(a) Permitted Investments;
(b) investments directly or indirectly in Real Property operated primarily as self-storage facilities, including, for the avoidance of doubt, any merger (subject to the provisions of Section 6.02) or similar transaction, by which the Parent or the Borrower acquire, directly or indirectly, self-storage facilities;
(c) investments directly or indirectly in unimproved land not to exceed five percent (5%) of the Total Asset Value;
(d) investments directly or indirectly in construction and development projects not to exceed ten fifteen percent (1015%) of the Applicable Total Asset Value;
(e) investments constituting mortgage loans on real estate (directly or indirectly) which are primarily self-storage facilities not to exceed ten percent (10%) of the Total Asset Value;
(f) for investments in real estate (directly or indirectly) which are not primarily self-storage facilities and which the Borrower does not intend to convert to a self-storage facility within twenty-four (24) months, not to exceed five percent (5%) of the Applicable Total Asset Value; and
(fg) any purchase or acquisition, directly or indirectly, of any such capital stock, evidence of indebtedness, or other securities of, or other investment in, a Person which is not a wholly owned Subsidiary of the Borrower, or any assets of any other Person constituting a business unit, and any loan or advance to any other Person where the amount of such loan or advance or the value of such purchase or acquisition does not exceed fifteen percent (15%) of the Applicable Total Asset Value immediately before such loan, advance, purchase or acquisition. provided that the aggregate value of the investments described in Subsections (c) through (fg) above shall not exceed twenty twenty-five percent (25%) of the Applicable Total Asset Value; any breach of the investment restriction set forth above shall not constitute an Event of Default hereunder, but shall result in the exclusion of such Excess Amount when calculating Applicable Total Asset Value.
Appears in 1 contract
Samples: Credit Agreement (Strategic Storage Trust II, Inc.)
Investments, Loans, Advances and Acquisitions. The Parent Borrower will not not, and will not permit any of its Subsidiaries Restricted Subsidiary to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any capital stockEquity Interests, evidences of indebtedness (subject to Section 6.09 below) or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment (including by way of Guarantees) or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unitunit (whether through purchase of assets, merger or otherwise), except:
(a) Permitted Investmentsinvestments in cash and Cash Equivalents;
(b) investments directly or indirectly in Real Property operated primarily as self-storage facilitiesexistence on the Closing Date and described in Schedule 8.04 and amendments, including, for extensions and renewals thereof that do not increase the avoidance of doubt, any merger (subject to the provisions of Section 6.02) or similar transaction, by which the Parent or the Borrower acquire, directly or indirectly, self-storage facilitiesamount thereof and investments reflected on Schedule 6.01;
(c) investments directly or indirectly in unimproved land not to exceed five percent (5%) of the Total Asset Valueoperating deposit accounts with depository institutions and other ordinary course cash management;
(d) investments directly received in connection with a disposition permitted under Section 8.05(h) or indirectly in construction and development projects not to exceed ten percent (10%) of the Applicable Valuei);
(e) purchases of inventory and other assets to be sold or used in the ordinary course of business;
(f) investments constituting mortgage by (i) any Loan Party in any Loan Party, (ii) any Restricted Subsidiary that is not a Loan Party in the Borrower or any other Restricted Subsidiary and (iii) any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of investments outstanding pursuant to this clause (iii) shall not exceed the greater of $150,000,000350,000,000 and 7.010.0% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding;
(g) loans and advances to employees in the ordinary course of business not exceeding $10,000,000 in the aggregate;
(h) investments in the form of Swap Contracts permitted by Section 8.01(h);
(i) deposits to secure bids, tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other deposits of like nature arising in the ordinary course of business;
(j) investments by any Receivables Financing SPC, the Borrower or any Restricted Subsidiary in a Receivables Financing SPC in each case made in connection with a Permitted Receivables Financing, and loans permitted by the applicable Permitted Receivables Financing that are made by the Borrower or a Restricted Subsidiary to a Receivables Financing SPC or by a Receivables Financing SPC to the Borrower or a Restricted Subsidiary in connection therewith;
(k) the Farm Credit Equities and any other stock or securities of, or investments in, a Farm Credit Lender or its investment services or programs;
(l) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or other disputes with customers or suppliers and investments consisting of the prepayment of suppliers and service providers on real estate customary terms in the ordinary course of business;
(directly m) Guarantees of Indebtedness permitted by Section 8.01 and of other obligations otherwise permitted hereunder;
(n) investments in prepaid expenses, utility and workers’ compensation, performance and other similar deposits, each as entered into in the ordinary course of business;
(o) investments consisting of the licensing, sublicensing or indirectlycontribution of intellectual property pursuant to joint marketing arrangements with other Persons;
(p) which are primarily self-storage facilities investments to the extent made with (i) Qualified Equity Interests of the Borrower or (ii) the cash proceeds of any Equity Issuance by the Borrower so long as such investment is consummated within 90 days of such Equity Issuance (provided that such cash proceeds shall not be included in the Available Amount);
(q) additional investments in an aggregate amount not to exceed five percent the greater of $250,000,000425,000,000 and 11.512.5% of Consolidated Total Assets (5%) as shown on or determined in accordance with the most recent financial statements of the Applicable ValueBorrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding;
(r) the Transactions and Permitted Acquisitions;
(s) other investments so long as, on a Pro Forma Basis immediately after the making of any such investment, the Consolidated Net Leverage Ratio does not exceed 3.754.00 to 1.00;
(t) subject to the absence of any continuing Event of Default and compliance by the Borrower on a Pro Forma Basis with the covenants set forth in Section 8.11 (each in accordance with Section 1.10, if applicable), investments from the Available Amount; and
(fu) any purchase or acquisitioninvestments made during a Collateral and Guarantee Suspension Period. For purposes of covenant compliance, directly or indirectly, of any such capital stock, evidence of indebtedness, or other securities of, or other investment in, a Person which is not a wholly owned Subsidiary of the Borrower, or any assets of any other Person constituting a business unit, and any loan or advance to any other Person where the amount of such loan any investment shall be the amount actually invested (with respect to any investment made other than in the form of cash or advance Cash Equivalents, valued at the fair market value thereof (as reasonably determined by the Borrower in good faith) at the time of the making thereof), without adjustment for subsequent increases or decreases in the value of such purchase investment, less any amount repaid, returned, distributed or acquisition does otherwise received in respect of any investment, in each case, in cash, and the amount of any investment constituting a Guarantee shall be determined as stated in the definition of “Guarantee.” Any investment in any Person other than a Loan Party that is otherwise permitted by this Section 8.04 may be made through intermediate investments in Restricted Subsidiaries that are not exceed fifteen percent (15%) Loan Parties and such intermediate investments shall be disregarded for purposes of determining the outstanding amount of investments pursuant to any clause set forth above. For purposes of determining compliance with this Section 8.04, if an investment meets, in whole or in part, the criteria of one or more of the Applicable Value immediately before categories of investments (or any portion thereof) permitted in this Section 8.04, the Borrower may, in its sole discretion, classify or divide such loan, advance, purchase investment (or acquisition. provided any portion thereof) in any manner that complies with this Section 8.04 and will be entitled to only include the aggregate value amount and type of such investment (or any portion thereof) in one of the investments described in Subsections above clauses and such investment will be treated as being incurred pursuant to only such clause or clauses (c) through (f) above shall not exceed twenty five percent (25%) of the Applicable Value; or any breach of the investment restriction set forth above shall not constitute an Event of Default hereunder, but shall result in the exclusion of such Excess Amount when calculating Applicable Valueportion thereof).
Appears in 1 contract
Investments, Loans, Advances and Acquisitions. The Parent Borrower will not not, and will not permit any of its Subsidiaries Restricted Subsidiary to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any capital stockEquity Interests, evidences of indebtedness (subject to Section 6.09 below) or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment (including by way of Guarantees) or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unitunit (whether through purchase of assets, merger or otherwise), except:
(a) Permitted Investmentsinvestments in cash and Cash Equivalents;
(b) investments directly or indirectly in Real Property operated primarily as self-storage facilitiesexistence on the Closing Date and described in Schedule 8.04 and amendments, including, for extensions and renewals thereof that do not increase the avoidance of doubt, any merger (subject to the provisions of Section 6.02) or similar transaction, by which the Parent or the Borrower acquire, directly or indirectly, self-storage facilitiesamount thereof and investments reflected on Schedule 6.01;
(c) investments directly or indirectly in unimproved land not to exceed five percent (5%) of the Total Asset Valueoperating deposit accounts with depository institutions and other ordinary course cash management;
(d) investments directly received in connection with a disposition permitted under Section 8.05(h) or indirectly in construction and development projects not to exceed ten percent (10%) of the Applicable Valuei);
(e) investments constituting mortgage loans on real estate (directly purchases of inventory and other assets to be sold or indirectly) which are primarily self-storage facilities not to exceed five percent (5%) used in the ordinary course of the Applicable Value; andbusiness;
(f) investments by (i) any purchase Loan Party in any Loan Party, (ii) any Restricted Subsidiary that is not a Loan Party in the Borrower or acquisitionany other Restricted Subsidiary and (iii) any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate principal amount of investments outstanding pursuant to this clause (iii) shall not exceed the greater of $150,000,000 and 7.0% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of the making thereof) at any time outstanding;
(g) loans and advances to employees in the ordinary course of business not exceeding $10,000,000 in the aggregate;
(h) investments in the form of Swap Contracts permitted by Section 8.01(h);
(i) deposits to secure bids, directly tenders, utilities, vendors, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other deposits of like nature arising in the ordinary course of business;
(j) investments by any Receivables Financing SPC, the Borrower or indirectlyany Restricted Subsidiary in a Receivables Financing SPC in each case made in connection with a Permitted Receivables Financing, of and loans permitted by the applicable Permitted Receivables Financing that are made by the Borrower or a Restricted Subsidiary to a Receivables Financing SPC or by a Receivables Financing SPC to the Borrower or a Restricted Subsidiary in connection therewith;
(k) the Farm Credit Equities and any such capital stock, evidence of indebtedness, other stock or other securities of, or other investment investments in, a Person which is not a wholly owned Subsidiary Farm Credit Lender or its investment services or programs;
(l) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or other disputes with customers or suppliers and investments consisting of the Borrower, or any assets prepayment of any other Person constituting a business unit, suppliers and any loan or advance to any other Person where the amount of such loan or advance or the value of such purchase or acquisition does not exceed fifteen percent (15%) of the Applicable Value immediately before such loan, advance, purchase or acquisition. provided that the aggregate value of the investments described in Subsections (c) through (f) above shall not exceed twenty five percent (25%) of the Applicable Value; any breach of the investment restriction set forth above shall not constitute an Event of Default hereunder, but shall result service providers on customary terms in the exclusion ordinary course of such Excess Amount when calculating Applicable Value.business;
Appears in 1 contract
Investments, Loans, Advances and Acquisitions. The Parent Borrower will not not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any capital stockEquity Interests, evidences of indebtedness (subject to Section 6.09 below) or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except:
(a) Permitted Investments;
(b) investments directly or indirectly in Real Property operated primarily as self-storage facilities, including, for the avoidance of doubt, any merger (subject parking properties or properties intended to the provisions of Section 6.02) be developed or similar transaction, by which the Parent or the Borrower acquire, directly or indirectly, self-storage facilitiesredeveloped into parking properties within 24 months;
(c) Real Property other than parking properties or properties intended to be developed or redeveloped into parking properties within 24 months so long as the aggregate amount of such investments directly or indirectly described in unimproved land this clause (c) does not to exceed five percent (5%) of the Total Asset ValueValue after giving effect to such investments;
(d) mortgage notes receivable secured by parking properties, so long as the aggregate Value of such notes does not exceed five percent (5%) of Total Asset Value, after giving effect to such investments;
(e) investments directly or indirectly in construction non-wholly owned direct and development projects indirect subsidiaries so long as the aggregate amount of such investments described in this clause (e) does not to exceed ten percent (10%) of the Applicable Value;
(e) investments constituting mortgage loans on real estate (directly or indirectly) which are primarily self-storage facilities not Total Asset Value after giving effect to exceed five percent (5%) of the Applicable Valuesuch investments; and
(f) any purchase or acquisitionmergers, directly or indirectlyconsolidations and other transactions permitted under Section 6.02, so long as same do not cause the Borrower to be in violation of any such capital stock, evidence provision of indebtedness, or other securities of, or other investment in, a Person which is not a wholly owned Subsidiary of this Section 6.03.
(g) Provided (i) the Borrower, or any assets of any other Person constituting a business unit, and any loan or advance to any other Person where the amount of such loan or advance or the aggregate total value of such purchase or acquisition does not exceed fifteen percent (15%) of the Applicable Value immediately before such loan, advance, purchase or acquisition. provided that the aggregate value of the investments Investments described in Subsections subsections (c) through (fe) above shall will not exceed twenty five ten percent (2510%) of the Applicable Value; Total Asset Value on a consolidated basis, and (ii) any breach violation of the investment restriction set forth above foregoing limitations shall not constitute an Event of Default hereunder, but shall result in the exclusion of such Excess Amount when calculating Applicable the excess value of any Investment in excess of any of the foregoing limitations from the calculation of Total Asset Value.
Appears in 1 contract
Investments, Loans, Advances and Acquisitions. The Parent Borrower will not not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Wholly–Owned Subsidiary prior to such merger) any capital stockEquity Interests in, or evidences of indebtedness (subject to Section 6.09 below) Indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, or make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unitunit (all of the foregoing, “Investments”) except:
(a) Permitted InvestmentsInvestments held by the Borrower or any Subsidiary in the form of Cash Equivalents;
(b) investments directly or indirectly in Real Property operated primarily as self-storage facilities, including, for Investments existing on the avoidance of doubt, any merger (subject to the provisions of Section 6.02) or similar transaction, by which the Parent or the Borrower acquire, directly or indirectly, self-storage facilitiesdate hereof and set forth on Schedule 5.23;
(c) investments directly or indirectly Investments by the Borrower and its Subsidiaries in unimproved land not to exceed five percent (5%) of the Total Asset ValueEquity Interests in their respective Subsidiaries;
(d) investments directly loans or indirectly advances made by the Borrower to any Subsidiary and made by any Subsidiary to the Borrower or any other Subsidiary in construction and development projects not to exceed ten percent (10%) of accordance with the Applicable Valuelimitations set forth in Section 5.12;
(e) investments constituting mortgage loans on real estate or advances made by the Borrower or any Subsidiary to third parties (directly other than the Borrower or indirectly) which are primarily self-storage facilities not to exceed five percent (5%) any of the Applicable ValueSubsidiaries); andprovided that the Dollar Equivalent of the aggregate outstanding amount of all Indebtedness permitted under this subclause (e) shall not at any time exceed $50,000,000;
(f) any purchase Investments received in connection with the bankruptcy or acquisition, directly or indirectly, of any such capital stock, evidence of indebtedness, or other securities reorganization of, or other investment insettlement of delinquent accounts and disputes with, a customers and suppliers, in each case in the ordinary course of business;
(g) Investments permitted by Section 5.10;
(h) extensions of trade credit in the ordinary course of business;
(i) Investments in the Equity Interests in the special purpose entities established under the Receivable Securitizations permitted by Section 5.26; provided that, the aggregate amount of cash invested in all such entities shall not exceed $1,000,000;
(j) if no Default or Event of Default exists or would result therefrom, Borrower and any Subsidiary may acquire all the Equity Interests of any Person which is not a wholly owned Subsidiary or all or substantially all of the Borrower, or any assets of any other Person or the assets of a Person constituting a business unitunit if the following conditions are satisfied:
(i) if the proposed acquisition is an acquisition of the Equity Interests of a Target, the acquisition is structured so that the Target will become a Wholly-Owned Subsidiary or will, simultaneously with the acquisition be merged into the Borrower or a Wholly-Owned Subsidiary, and if the proposed acquisition is an acquisition of a business unit or all or substantially all of the assets of a Person, the acquisition will be structured so that Borrower or one or more Wholly-Owned Subsidiaries will acquire the assets;
(ii) the Purchase Price (as defined below) for the proposed acquisition in question, when aggregated with the sum of the Dollar Equivalent amount of the Purchase Price paid for each acquisition consummated during the most recently ended period of four consecutive fiscal quarters does not exceed an amount equal to 1.50 multiplied by the Adjusted EBITDA for such period; provided that if as of the date of any loan proposed acquisition, (A) the unsecured senior debt rating of the Borrower is BBB- or advance better by S&P and Baa3 or better by Mxxxx’x; (B) the Borrower has retained those ratings for more than 6 months; and (C) such debt is not on negative watch by any rating agency which has issued the Borrower such debt rating, then the restrictions contained in this clause (ii) shall not apply; provided further, however, if at any time thereafter: (a) the unsecured senior debt rating of the Borrower has been downgraded below BBB- by S&P or below Baa3 by Mxxxx’x or (b) such debt is on negative watch by any rating agency which has issued the Borrower such debt rating, then the restrictions contained in this clause (ii) shall again apply to any other Person where proposed acquisition thereafter consummated (the amount term “Purchase Price” means, as of such loan any date of determination and with respect to a proposed acquisition, the purchase price to be paid for the Target or advance its assets, including all cash consideration paid (whether classified as purchase price, non-compete or consulting payments or otherwise), the value of all other assets to be transferred by the purchaser in connection with such acquisition to the seller (including any stock issued to the seller), all valued in accordance with the applicable purchase or acquisition does not exceed fifteen percent (15%) agreement, and the outstanding principal amount of all Indebtedness of the Applicable Value immediately before such loan, advance, purchase Target or acquisition. provided that the aggregate value of the investments described purchaser assumed or acquired in Subsections (c) through (f) above shall not exceed twenty five percent (25%) of the Applicable Valueconnection with such acquisition); any breach of the investment restriction set forth above shall not constitute an Event of Default hereunder, but shall result in the exclusion of such Excess Amount when calculating Applicable Value.and
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (Lennox International Inc)