Common use of Limitations on Loans Clause in Contracts

Limitations on Loans. Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any capital stock, interests in any partnership or joint venture, evidence of Debt or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of property in, any Person, or enter into, directly or indirectly, any commitment in respect of the foregoing except: (a) investments existing on the Closing Date and the other existing loans, advances and investments described on Schedule 9.4; (b) investments in (i) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency thereof maturing within 120 days from the date of acquisition thereof, (ii) marketable direct obligations issued by any State of the United States or any political subdivision of any such State or any public instrumentality thereof maturing within 120 days from the date of acquisition thereof and, at the time of acquisition, having the highest or second highest rating obtainable from S&P or Xxxxx'x; (iii) commercial paper maturing within 120 days from the date of the acquisition thereof, and, at the time of acquisition, having a rating of A-1 or higher by S&P or P-1 or higher by Xxxxx'x, (iv) certificates of deposit maturing no more than 120 days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States of America, each having combined capital, surplus and undivided profits of not less than $500,000,000 and having a rating of A or better by a nationally recognized rating agency; (v) time deposits maturing no more than 30 days from the date of creation thereof with commercial banks or savings banks or savings and loan associations each having membership either in the FDIC or the deposits of which are insured by the FDIC and in amounts not exceeding the maximum amounts of insurance thereunder; (vi) eligible bankers' acceptances, repurchase agreements and tax-exempt municipal bonds having a maturity of less than one year and in each case having a rating, or being the full recourse obligation of a Person whose senior debt rating has a rating, of A or higher by S&P or Xxxxx'x; or (vii) any money market fund organized under the laws of the United States or any State thereof; (c) investments in Real Estate Entities in which the general partner or other managing interest is held by a Person in which IPT or a wholly-owned Subsidiary of IPT owns the controlling interest; provided (i) an aggregate of up to $5,000,000 may be invested in Real Estate Entities in which the general partner interest or other managing interest is not held by a Person in which IPT or a wholly-owned Subsidiary of IPT owns the controlling interest; (ii) not more than 50% of the aggregate cost of all limited partner or other equity interests purchased by the Borrower subsequent to June 30, 1997 may be funded from the proceeds of any Loan; and (iii) the Borrower shall have invested at least $50,000,000 of its own funds in such limited partner or other equity interests at all times that any Loan is outstanding; (d) investments in the form of the acquisition of general partner or other managing interests in Real Estate Entities; (e) investment of up to $10,000,000 in the aggregate in one or more new Subsidiaries (each, a "Special-Purpose Subsidiary") to acquire interests in real estate and in Real Estate Entities, and such Special-Purpose Subsidiaries shall be permitted to incur Debt of up to an aggregate of $40,000,000 at any time outstanding, the payment of which may be secured by a security interest in the limited partner or other equity interests owned by the relevant Special-Purpose Subsidiary, provided: (i) Recourse for payment of such Debt shall be limited to the Special-Purpose Subsidiary and its assets and all limited partner or other equity interests pledged by the Special-Purpose Subsidiary as collateral for such Debt, and neither the Borrower, IPT nor any other Subsidiary of IPT or the Borrower shall be liable for the payment of such Debt, contingently or otherwise; (ii) The equity of each Special-Purpose Subsidiary shall be pledged as collateral for the Obligations; and (f) investments by IPT in Subsidiaries and Affiliates which hold the general partner interest in Real Estate Entities.

Limitations on Loans. Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any capital stock, interests in any partnership partnership, limited liability company or joint ventureventure (including, without limitation, the creation or capitalization or any Subsidiary), evidence of Debt or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of property in, any Person, or enter into, directly or indirectly, any commitment or option in respect of the foregoing exceptexcept investments in: (a) investments existing on the Closing Date cash and the other existing loans, advances and investments described on Schedule 9.4; (b) investments in (i) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency thereof maturing within 120 days from the date of acquisition thereof, ; (iib) marketable direct obligations issued by any State of the United States or any political subdivision of any such State or any public instrumentality thereof commercial paper maturing within no more than 120 days from the date of acquisition creation thereof and, at the time of acquisition, and currently having the highest or second highest rating obtainable from S&P either Standard & Poor's Ratings Services, a division of The McGrxx-Xxxx Xxxpanies, Inc. or Xxxxx'x; Moodx'x Xxxestors Service, Inc.; (iii) commercial paper maturing within 120 days from the date of the acquisition thereof, and, at the time of acquisition, having a rating of A-1 or higher by S&P or P-1 or higher by Xxxxx'x, (ivc) certificates of deposit maturing no more than 120 days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States of America, each having combined capital, surplus and undivided profits of not less than $500,000,000 and having a rating of A "A" or better by a nationally recognized rating agency; provided, that the aggregate amount invested in such certificates of deposit shall not at any time exceed $5,000,000 for any one such certificate of deposit and $10,000,000 for any one such bank; (vd) time deposits maturing no more than 30 thirty (30) days from the date of creation thereof with commercial banks or savings banks or savings and loan associations each having membership either in the FDIC or the deposits of which are insured by the FDIC and in amounts not exceeding the maximum amounts of insurance thereunder; (vi) eligible bankers' acceptances, repurchase agreements and tax-exempt municipal bonds having a maturity of less than one year and in each case having a rating, or being the full recourse obligation of a Person whose senior debt rating has a rating, of A or higher by S&P or Xxxxx'x; or (vii) any money market fund organized under the laws of the United States or any State thereof; (ce) loans and advances to officers, directors, employees and Affiliates (including advances for travel and miscellaneous expenses) in the ordinary course of business in an aggregate amount not to exceed $25,000 on any date of determination (without regard to write-offs or write-downs thereof); (f) investments (including debt obligations) received in Real Estate Entities connection with the bankruptcy or reorganization of suppliers and customers and in which settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the general partner or other managing interest is held ordinary course of business; (g) investments by a Person the Borrower in which IPT or a wholly-owned Subsidiary of IPT owns Hedging Agreements permitted under Section 9.1(e); and (h) investments by the controlling interestBorrower in joint ventures; provided that (i) an such investments shall not exceed $150,000 individually or $300,000 in the aggregate during the term of up to $5,000,000 may be invested in Real Estate Entities in which the general partner interest or other managing interest is not held by a Person in which IPT or a wholly-owned Subsidiary of IPT owns the controlling interest; this Agreement, (ii) not more than 50% each such joint venture shall be in substantially the same field of the aggregate cost of all limited partner or other equity interests purchased business as that conducted by the Borrower subsequent to June 30on the Closing Date, 1997 may be funded from the proceeds of any Loan; and (iii) the Borrower shall have invested at least $50,000,000 provide written notice of its own funds in each such limited partner or other equity interests at all times that any Loan is outstanding; joint venture not less than ten (d10) investments in Business Days prior to the form proposed date of the acquisition of general partner or other managing interests in Real Estate Entities; (e) investment of up to $10,000,000 in the aggregate in one or more new Subsidiaries (each, a "Special-Purpose Subsidiary") to acquire interests in real estate and in Real Estate Entities, and such Special-Purpose Subsidiaries shall be permitted to incur Debt of up to an aggregate of $40,000,000 at any time outstanding, the payment of which may be secured by a security interest in the limited partner or other equity interests owned by the relevant Special-Purpose Subsidiary, provided: (i) Recourse for payment consummation of such Debt shall be limited to the Special-Purpose Subsidiary and its assets and all limited partner or other equity interests pledged by the Special-Purpose Subsidiary as collateral for such Debtjoint venture, and neither the Borrower, IPT nor any other Subsidiary of IPT or (iv) the Borrower shall be liable for comply with all terms and conditions of the payment Security Documents in connection with its interest in each such joint venture within thirty (30) days of such Debt, contingently or otherwise; (ii) The equity the date of consummation of each Special-Purpose Subsidiary such joint venture and (v) the Borrower shall be pledged as collateral for provide to the Obligations; and (f) investments by IPT Administrative Agent all other agreements, certificates and other documents reasonably requested thereby in Subsidiaries and Affiliates which hold the general partner interest in Real Estate Entitiesconnection with each such joint venture.

Limitations on Loans. Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any capital stockCapital Stock, interests in any partnership joint venture (including, without limitation, the creation or joint venturecapitalization of any Subsidiary), evidence of Debt Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of property in, any Person, or enter into, directly or indirectly, any commitment in respect of the foregoing Person except: (a) investments (i) in Subsidiaries existing on the Closing Date, (ii) in Subsidiaries formed or acquired after the Closing Date so long as Holdings and its Subsidiaries comply with the applicable provisions of Section 8.11 and such newly-formed or acquired Subsidiary becomes a Subsidiary Guarantor and (iii) in the form of the other existing loans, advances and investments described on Schedule 9.410.3 existing on the Closing Date; (b) investments in (i) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency thereof maturing within 120 days one year from the date of acquisition thereof, (ii) marketable direct obligations issued by any State of the United States or any political subdivision of any such State or any public instrumentality thereof commercial paper maturing within 120 days no more than one year from the date of acquisition creation thereof and, at the time of acquisition, having the highest or second highest rating obtainable from S&P or Xxxxx'x; (iii) commercial paper maturing within 120 days from the date of the acquisition thereof, and, at the time of acquisition, and currently having a rating of at least P-1 if rated by Xxxxx'x and A-1 or higher if rated by S&P or P-1 or higher by Xxxxx'xS&P, (iviii) certificates of deposit and time deposits maturing no more than 120 days one year from the date of creation thereof issued by commercial banks incorporated under the laws of the United States of AmericaStates, each having combined capital, surplus and undivided profits of not less than $500,000,000 and 500,000,000, (iv) securities issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition thereof, having a rating one of A the two highest ratings obtainable from either S&P or better by a nationally recognized rating agencyXxxxx'x; (v) time deposits maturing no repurchase agreements secured by any one or more than 30 days from of the date investments described in clauses (i), (ii) or (iii) of creation thereof with commercial banks or savings banks or savings this clause (b), and loan associations each having membership either in the FDIC or the deposits of which are insured by the FDIC and in amounts not exceeding the maximum amounts of insurance thereunder; (vi) eligible bankers' acceptancesshares of any so-called "money market fund" provided that such fund is registered under the Investment Company Act of 1940, repurchase agreements has net assets of at least $100,000,000 and tax-exempt municipal bonds having a has an investment portfolio with an average maturity of less than one year and in each case having a rating, 365 days or being the full recourse obligation of a Person whose senior debt rating has a rating, of A or higher by S&P or Xxxxx'x; or (vii) any money market fund organized under the laws of the United States or any State thereofless; (c) investments in Real Estate Entities in which the general partner by Holdings or other managing interest is held by a Person in which IPT or a wholly-owned Subsidiary of IPT owns the controlling interest; provided (i) an aggregate of up to $5,000,000 may be invested in Real Estate Entities in which the general partner interest or other managing interest is not held by a Person in which IPT or a wholly-owned Subsidiary of IPT owns the controlling interest; (ii) not more than 50% of the aggregate cost of all limited partner or other equity interests purchased by the Borrower subsequent to June 30, 1997 may be funded from the proceeds of any Loan; and (iii) the Borrower shall have invested at least $50,000,000 of its own funds Subsidiaries in such limited partner or other equity interests at all times that any Loan is outstandingthe form of Permitted Acquisitions; (d) investments in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the form bankruptcy or insolvency of the acquisition such trade creditors or customers in exchange for claims against such trade creditors or customers or in good faith settlement of general partner or other managing interests in Real Estate Entitiesdelinquent obligations of such trade creditors and customers; (e) investment Hedging Agreements permitted pursuant to Section 10.1; (f) purchases of up to $10,000,000 assets in the aggregate ordinary course of business; (g) investments in one or more new Subsidiaries (eachthe form of loans and advances to employees in the ordinary course of business, a "Special-Purpose Subsidiary") to acquire interests which, in real estate and in Real Estate Entitiesthe aggregate, and such Special-Purpose Subsidiaries shall be permitted to incur Debt of up to an aggregate of $40,000,000 do not exceed at any time outstanding, the payment of which may be secured by a security interest in the limited partner or other equity interests owned by the relevant Special-Purpose Subsidiary, provided:$1,000,000; (h) intercompany Indebtedness permitted pursuant to Section 10.1; (i) Recourse (i) the acquisition of one or more notes, leases or other evidences of indebtedness of franchisees or Guaranty Obligations with respect to franchisee obligations in accordance with franchisee leasing or loan programs and (ii) investments in connection with (A) the conversion to notes or other restructuring of franchisee obligations, (B) making loans and advances to franchisees, and (C) acceptance of notes from franchisees in payment for payment of such Debt shall be limited to goods and services provided by the Special-Purpose Subsidiary Borrower and its assets and Subsidiaries to such franchisees, in an aggregate amount not to exceed $4,000,000 for all limited partner such acquisitions, Guaranty Obligations or other equity interests pledged investments pursuant to this Section 10.3(i). (j) in the case of investments by the Special-Purpose Subsidiary as collateral for such DebtForeign Subsidiaries, and neither the Borrower, IPT nor any other Subsidiary substantially similar foreign equivalents of IPT or the Borrower shall be liable for the payment of such Debt, contingently or otherwisethose Investments described in Section 10.3(b); (iik) The equity investments in the form of each Special-Purpose Subsidiary shall be pledged notes or other deferred payment obligations received as collateral part of the consideration for the ObligationsAsset Dispositions in accordance with Section 10.5(f); and (fl) other investments by IPT in Subsidiaries any Person having an aggregate fair market value (measured on the date each such Investment was made and Affiliates which hold without giving effect to subsequent changes in value), when taken together with all other outstanding Investments made pursuant to this clause (l) since the general partner interest in Real Estate EntitiesClosing Date, not to exceed $5,000,000.

Limitations on Loans. Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any capital stock, interests in any partnership or joint ventureventure (including without limitation the creation or capitalization of any Subsidiary), evidence of Debt or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of property in, any Person, or enter into, directly or indirectly, any commitment in respect of the foregoing Person except: (a) investments not otherwise permitted by this Section 10.4 in Subsidiaries existing on the Closing Date and the other existing loans, advances and investments not otherwise permitted by this Section 10.4 described on Schedule 9.410.4; (b) investments in (i) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency thereof maturing within 120 days from the date of acquisition thereof, (ii) marketable direct obligations issued by any State of the United States or any political subdivision of any such State or any public instrumentality thereof commercial paper maturing within no more than 120 days from the date of acquisition creation thereof and, at the time of acquisition, and currently having the highest or second highest rating obtainable from S&P either Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or Xxxxx'x; Xxxxx'x Investors Service, Inc., (iii) commercial paper maturing within 120 days from the date of the acquisition thereof, and, at the time of acquisition, having a rating of A-1 or higher by S&P or P-1 or higher by Xxxxx'x, (iv) certificates of deposit maturing no more than 120 days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States of America, each having combined capital, surplus and undivided profits of not less than $500,000,000 and having a rating of A "A" or better by a nationally recognized rating agency; provided, that the aggregate amount invested in such certificates of deposit shall not at any time exceed $5,000,000 for any one such certificate of deposit and $10,000,000 for any one such bank, or (viv) time deposits maturing no more than 30 days from the date of creation thereof with commercial banks or savings banks or savings and loan associations each having membership either in the FDIC or the deposits of which are insured by the FDIC and in amounts not exceeding the maximum amounts of insurance thereunder; (vi) eligible bankers' acceptances, repurchase agreements and tax-exempt municipal bonds having a maturity of less than one year and in each case having a rating, or being the full recourse obligation of a Person whose senior debt rating has a rating, of A or higher by S&P or Xxxxx'x; or (vii) any money market fund organized under the laws of the United States or any State thereof;and (c) investments in Real Estate Entities in which the general partner or other managing interest is held by a Person in which IPT or a wholly-owned Subsidiary of IPT owns the controlling interest; provided (i) an aggregate of up to $5,000,000 may be invested in Real Estate Entities in which the general partner interest or other managing interest is not held by a Person in which IPT or a wholly-owned Subsidiary of IPT owns the controlling interest; (ii) not more than 50% of the aggregate cost of all limited partner or other equity interests purchased by the Borrower subsequent to June 30, 1997 may be funded from the proceeds of Borrowers or any Loan; and (iii) the Borrower shall have invested at least $50,000,000 of its own funds in such limited partner or other equity interests at all times that any Loan is outstanding; (d) investments Subsidiary in the form of acquisitions of all or substantially all of the business or a line of business (whether by the acquisition of general partner capital stock, assets or any combination thereof) of any other managing interests in Real Estate Entities;Person, provided such acquisition is a Permitted Acquisition. As used herein, an acquisition shall be deemed a Permitted Acquisition, provided the following conditions are satisfied: (ei) investment The Purchase Price paid by the Borrowers in connection with such acquisition shall be less than $3,000,000 in connection with a single acquisition; or, in the event of up to more than one acquisition, said Purchase Price shall not exceed $10,000,000 in the aggregate in one or more new Subsidiaries (each, a "Special-Purpose Subsidiary") to acquire interests in real estate and in Real Estate Entities, and such Special-Purpose Subsidiaries shall be permitted to incur Debt of up to an aggregate of $40,000,000 at during any time outstanding, the payment of which may be secured by a security interest in the limited partner or other equity interests owned by the relevant Special-Purpose Subsidiary, provided: (i) Recourse for payment of such Debt shall be limited to the Special-Purpose Subsidiary and its assets and all limited partner or other equity interests pledged by the Special-Purpose Subsidiary as collateral for such Debt, and neither the Borrower, IPT nor any other Subsidiary of IPT or the Borrower shall be liable for the payment of such Debt, contingently or otherwise; (ii) The equity of each Special-Purpose Subsidiary shall be pledged as collateral for the Obligations; and (f) investments by IPT in Subsidiaries and Affiliates which hold the general partner interest in Real Estate Entities.four

Limitations on Loans. Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any capital stock, interests in any partnership or joint venture, evidence of Debt or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, ; or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of property in, any Person, ; or enter into, directly or indirectly, any commitment or option in respect of the foregoing except: (a) investments in Subsidiaries existing on the Closing Effective Date and the other existing loans, advances and investments described on Schedule 9.410.4 and, provided no Default or Event of Default is then existing, additional investments in Subsidiaries; (b) investments in (i) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency thereof maturing within 120 days from the date of acquisition thereof, (ii) marketable direct obligations issued by any State of the United States or any political subdivision of any such State or any public instrumentality thereof commercial paper maturing within no more than 120 days from the date of acquisition creation thereof and, at the time of acquisition, and currently having the highest or second highest rating obtainable from S&P either Standard & Poor's Corporation or Xxxxx'x; Moodx'x Xxxestors Service, Inc., (iii) commercial paper maturing within 120 days from the date of the acquisition thereof, and, at the time of acquisition, having a rating of A-1 or higher by S&P or P-1 or higher by Xxxxx'x, (iv) certificates of deposit maturing no more than 120 days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States of America, each having combined capital, surplus and undivided profits of not less than $500,000,000 and having a rating of A "A" or better by a nationally recognized rating agency; provided, that the aggregate amount invested in such certificates of deposit shall not at any time exceed $5,000,000 for any one such certificate of deposit and $10,000,000 for any one such bank, or (viv) time deposits maturing no more than 30 days from the date of creation thereof with commercial banks or savings banks or savings and loan associations each having membership either in the FDIC or the deposits of which are insured by the FDIC and in amounts not exceeding the maximum amounts of insurance thereunder; (vi) eligible bankers' acceptances, repurchase agreements and tax-exempt municipal bonds having a maturity of less than one year and in each case having a rating, or being the full recourse obligation of a Person whose senior debt rating has a rating, of A or higher by S&P or Xxxxx'x; or (vii) any money market fund organized under the laws of the United States or any State thereof; (c) investments by the Borrower or any Subsidiary thereof in Real Estate Entities in which the general partner form of acquisitions of a business or a line of business of any other Person (whether by the acquisition of capital stock or other managing interest is held by a Person in ownership interests, assets or any combination thereof) the aggregate consideration (including the InterMedia Purchase) for which IPT or a wholly-owned Subsidiary shall not exceed $35,000,000 during the term of IPT owns the controlling interestthis Agreement; provided that (i) an aggregate no Default or Event of up Default exists before or after giving effect to $5,000,000 may be invested in Real Estate Entities in which the general partner interest or other managing interest is not held by a Person in which IPT or a wholly-owned Subsidiary of IPT owns the controlling interestPermitted Acquisition; (ii) not more than 50% the Borrower grants to the Administrative Agent for the ratable benefit of the aggregate cost Lenders a first perfected security interest in all property acquired pursuant to such Permitted Acquisition consistent with the terms of all limited partner or other equity interests purchased by the Borrower subsequent to June 30, 1997 may be funded from the proceeds of any LoanLoan Documents; and (iii) the Borrower shall have invested at least $50,000,000 delivers to the Administrative Agent financial statements, pro forma projections, copies of its own funds in all required Governmental Approvals and such limited partner additional information and documentation related to a Permitted Acquisition as the Administrative Agent or other equity interests at all times that any Loan is outstanding;Lender may request, such information to reflect compliance with the terms and conditions of this Agreement after giving effect to the Permitted Acquisition; and (d) investments in intercompany loans or advances by the form Borrower to any Subsidiary of the acquisition of general partner or other managing interests in Real Estate Entities; (e) investment of up to $10,000,000 in Borrower; provided, however, that the aggregate in one or more new Subsidiaries (each, a "Special-Purpose Subsidiary") to acquire interests in real estate and in Real Estate Entities, and principal amount of such Special-Purpose Subsidiaries shall be permitted to incur Debt of up to an aggregate of $40,000,000 loans outstanding at any time outstanding, the payment of which may be secured by a security interest in the limited partner or other equity interests owned by the relevant Special-Purpose Subsidiary, provided: (i) Recourse for payment of such Debt shall be limited to the Special-Purpose Subsidiary and its assets and all limited partner or other equity interests pledged by the Special-Purpose Subsidiary as collateral for such Debt, and neither the Borrower, IPT nor any other Subsidiary of IPT or the Borrower shall be liable for the payment of such Debt, contingently or otherwise; (ii) The equity of each Special-Purpose Subsidiary shall be pledged as collateral for the Obligations; and (f) investments by IPT in Subsidiaries and Affiliates which hold the general partner interest in Real Estate Entitiesnot exceed $ 500,000.

Limitations on Loans. Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any capital stock, interests in any partnership or joint ventureventure (including, without limitation, the creation or capitalization of any Subsidiary), evidence of Debt or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of property in, any Person, or enter into, directly or indirectly, any commitment or option in respect of the foregoing exceptexcept for the following: (a) investments existing on the Closing Date and the other existing loans, advances and investments described on Schedule 9.4; (b) investments in (i) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency thereof maturing within 120 days from the date of acquisition thereof, (ii) marketable direct obligations issued by any State of the United States or any political subdivision of any such State or any public instrumentality thereof commercial paper maturing within no more than 120 days from the date of acquisition creation thereof and, at the time of acquisition, and currently having the highest or second highest rating obtainable from either S&P or Xxxxx'x; , (iii) commercial paper maturing within 120 days from the date of the acquisition thereof, and, at the time of acquisition, having a rating of A-1 or higher by S&P or P-1 or higher by Xxxxx'x, (iv) certificates of deposit maturing no more than 120 days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States of America, each having combined capital, surplus and undivided profits of not less than $500,000,000 and having a rating of A "A" or better by a nationally recognized rating agency; , or (viv) time deposits maturing no more than 30 days from the date of creation thereof with commercial banks or savings banks or savings and loan associations each having membership either in the FDIC or the deposits of which are insured by the FDIC and in amounts not exceeding the maximum amounts of insurance thereunder; (vi) eligible bankers' acceptances, and repurchase agreements and tax-exempt municipal bonds issued by any Lender having a maturity of less than one year and in each case having a ratingyear; (b) loans to officers of GTA, or being the full recourse obligation aggregate amount of a Person whose senior debt rating has a rating, which outstanding at any one time shall not exceed one percent (1%) of A or higher by S&P or Xxxxx'x; or (vii) any money market fund organized under the laws of the United States or any State thereofTotal Assets; (c) investments in Real Estate Entities in which the general partner or other managing interest is held by a Person in which IPT or a wholly-owned Subsidiary of IPT owns the controlling interest; provided (i) an aggregate of up to $5,000,000 may be invested in Real Estate Entities in which the general partner interest or other managing interest is not held by a Person in which IPT or a wholly-owned Subsidiary of IPT owns the controlling interest; (ii) not more than 50% of the aggregate cost of all limited partner or other equity interests purchased by the Borrower subsequent to June 30, 1997 may be funded from the proceeds of any Loan; golf course properties and (iii) the Borrower shall have invested at least $50,000,000 of its own funds in such limited partner or other equity interests at all times that any Loan is outstandingrelated improvements; (d) investments in unconsolidated partnerships and joint ventures; the form aggregate amount of such investment in such partnerships and joint ventures (including investments existing on the acquisition Closing Date) not to exceed five percent (5%) of general partner or other managing interests in Real Estate EntitiesTotal Assets at any time; (e) investment of up loans to $10,000,000 in the aggregate in one or more new Subsidiaries (each, a "Special-Purpose Subsidiary") to acquire interests in real estate and in Real Estate Entities, and such Special-Purpose Subsidiaries shall be permitted to incur Debt of up to an aggregate of $40,000,000 at any time outstanding, the payment of which may be secured by a security interest in the limited partner or other equity interests owned by the relevant Special-Purpose Subsidiary, providedPersons; provided that: (i) Recourse for payment the proceeds of such Debt shall loans will be limited used to the Special-Purpose Subsidiary and its assets and all limited partner construct improvements that are, or other equity interests pledged would become (as set forth below), part of a golf course property owned by the Special-Purpose Subsidiary as collateral for such Debt, and neither the Borrower, IPT nor any other Subsidiary of IPT or the Borrower shall be liable for the payment of such Debt, contingently or otherwiseCredit Parties; (ii) The equity the aggregate outstanding amount of each Special-Purpose Subsidiary shall be pledged as collateral such loans plus the amounts utilized for the Obligations; andconstruction of improvements to golf course properties to the extent permitted under Section 10.11 shall not exceed 10% of Total Assets at any time; (iii) the Person receiving such Loan shall have executed a promissory note in favor of the Borrower, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall own the property on which the improvements are to be constructed or have a binding contractual right to purchase such property. (f) investments by IPT in Subsidiaries and Affiliates which hold any other investment or acquisition, with the general partner interest in Real Estate Entitiesprior written consent of the Required Lenders.