Loans, Investments, Guarantees, Etc. Borrower and Guarantor shall not, ----------------------------------- and shall not permit any Subsidiary to, directly or indirectly, make or permit to exist any loans or advance money or property to any Person, or invest in (by capital contribution, dividend or otherwise) or
(a) the endorsement of instruments for collection or deposit in the ordinary course of business;
(b) investments in cash or Cash Equivalents, provided, that, (i) no -------- ---- Loans are then outstanding and (ii) as to any of the foregoing, unless waived in writing by Lender, Borrower and Guarantor shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments, including the execution and delivery of an Investment Property Control Agreement by the person then in possession of such investments;
(c) the guarantee by Guarantor of the Obligations of Borrower in favor of Lender;
(d) the existing equity investments of Borrower and Guarantor in its Subsidiaries as set forth on Schedule 7.1 to the Information Certificate and the existing investment of Borrower (as successor by merger to Rubatex) in NeoCork Technologies, L.L.C., provided, that, in each case, Borrower and Guarantor shall -------- ---- not have any obligation to make any other or further investment or incur any liability in connection with any such investment;
(e) stock or obligations issued to Borrower or Guarantor by any Person (or the representative of such Person) in respect of Indebtedness or other obligations of such Person owing to Borrower or Guarantor in connection with the insolvency, bankruptcy, receivership or reorganization of such Person or a composition or readjustment of the debts of such Person or settlement or compromise of past due Accounts; provided, that, the original of any such stock -------- ---- or instrument evidencing such obligations shall be promptly delivered to Collateral Agent, upon Lender's request, together with such stock power, assignment or endorsement by Borrower or Guarantor as Lender may request;
(f) obligations of account debtors to Borrower or Guarantor (or any of their respective Subsidiaries) arising from Accounts which are past due evidenced by a promissory note made by such account debtor payable to Borrower, Guarantor or Subsidiary (as the case may be); provided, that, promptly upon the -------- ---- receipt of the original of any such promissory note by Borrower, Guarantor or Subsidiary (as the case may be) such promissory...
Loans, Investments, Guarantees, Etc. (a) the endorsement of instruments for collection or deposit in the ordinary course of business;
(b) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Agent, payable to the order of the Borrower or to bearer and delivered to Agent, and (iii) commercial paper rated A1 or P1; provided, that, -------- ---- as to any of the foregoing, unless waived in writing by Agent, Borrower shall take such actions as are deemed necessary by Agent to perfect the security interest of Agent, for the ratable benefit of Lender, in such investments;
(c) the existing investment of Borrower in the Capital Stock of Children's Products, Inc.;
(d) capital contributions, loans or other payments by Borrower to any wholly-owned Subsidiary of Borrower formed after the date hereof in accordance with Section 9.7 or loans by Borrower to employees of Borrower after the date hereof, provided, that, each of the following conditions is satisfied as -------- ---- determined by Agent: (i) in no event shall the total amount of capital contributions, loans or other amounts paid by Borrower to or for the formation or acquisition of all such Subsidiaries, together with all loans by Borrower to employees of Borrower, and amounts paid in connection with any merger or consolidation permitted under Section 10.7 hereof, exceed $1,500,000, (ii) at the time of any such capital contribution, loan or other payment and after giving effect thereto, no Event of Default or act, condition or event which with notice and passage of time or both would constitute an Event of Default, shall exist or have occurred, (iii) in the case of any loans by Borrower to a Subsidiary or employee, the indebtedness arising from such loans shall not be evidenced by any promissory note or other instrument, unless the original of such note or other instrument is delivered to Agent, duly endorsed and assigned by the payee to Agent in a form and manner acceptable to Agent, (iv) in 50 the case of any loan by Borrower to employees of Borrower, such loans shall be for reasonable and necessary work-related travel or other ordinary business expenses to be incurred by such employees in connection with their work for Borrower or for the relocation of such employees in connection with their work for Borrower, or for any other purpose related in any manner to their employment by Borrower, and (v) as of the date of any such capital contribut...
Loans, Investments, Guarantees, Etc. Borrower shall not, directly or indirectly, make any loans or advance money or property to any Person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any Person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) the endorsement of instruments for collection or deposit in the ordinary course of business; (b) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of the Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments, (c) loans to employees of Borrower not to exceed $100,000 in the aggregate outstanding at any time and (d) the loans, advances and guarantees set forth on Schedule 9.10 and all renewals, extensions and refinances thereof (subject to the same conditions imposed on “refinancings” under Section 9.9) hereto; provided, that, as to such loans, advances and guarantees, (i) Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) Borrower shall furnish to Lender all material notices or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by Borrower or on its behalf, promptly after the receipt thereof, or sent by Borrower or on its behalf, concurrently with the sending thereof, as the case may be.
Loans, Investments, Guarantees, Etc. No Borrower shall, directly or indirectly, make any loans or advance money or property to any Person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any Person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, EXCEPT:
(a) the endorsement of instruments for collection or deposit in the ordinary course of business;
(b) investments in: (i) short-term direct obligations of the United States Government; (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such Borrower or to bearer and delivered to Lender; and (iii) commercial paper rated A1 or P1; PROVIDED, THAT, as to any of the foregoing, unless waived in writing by Lender, each Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments;
(c) the guarantees set forth in the Information Certificate of such Borrower;
(d) the guarantees issued or, to the extent required by the terms of the indenture governing the Senior Notes as in effect on the date of this Agreement or any indenture governing notes issued in replacement of the Senior Notes; PROVIDED THAT, such replacement notes do not provide for a higher interest rate, a maturity date or any principal payments during the term of this Agreement, and otherwise contain provisions reasonably satisfactory to Lender and the holders of such replacement notes have executed agreements providing for the subordination of such notes to the Obligations on terms and conditions reasonably satisfactory to Lender;
(e) Permitted Acquisitions and any transaction permitted by Sections 9.1 or 9.7 hereof;
(f) the guarantees issued in favor of Congress (Canada) with respect to the obligations of GL Canada under the Canadian Facility;
(g) loans or advances to, or investments in, or purchases or repurchases of the stock, assets or indebtedness of another Borrower, GL Canada or GL UK or guarantees or the assumption of letter of credit obligations for the benefit of another Borrower, GL Canada or GL UK; PROVIDED THAT, (i) no Event of Default, or an event which with notice or passage of time or both would constitute an Event of Default, exists or has occurred and is continuing immediately prior...
Loans, Investments, Guarantees, Etc. Borrower shall not, directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except:
(a) the endorsement of instruments for collection or deposit in the ordinary course of business; (b) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of the Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments and (c) the guarantees set forth in the Information Certificate.
Loans, Investments, Guarantees, Etc. Borrower shall not, directly or indirectly, make any loans or advance money or property to any Person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any Person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except:
(a) the endorsement of instruments for collection or deposit in the ordinary course of business; (b) investments in: short-term direct obligations of the United States Government, negotiable certificates of deposit issued by any bank satisfactory to Agent, payable to the order of Borrower or to bearer and delivered to Agent, and commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Agent, Borrower shall take such actions as are deemed necessary by Agent to perfect the security interest of Agent in such investments; and (c) the loans, advances and guarantees set forth on Schedule 9.10 hereto; provided, that, as to such loans, advances and guarantees set forth on Schedule 9.10, Borrower shall not, directly or indirectly, amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and Borrower shall furnish to Agent all notices or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by Borrower or on its behalf, promptly after the receipt thereof, or sent by Borrower or on its behalf, concurrently with the sending thereof, as the case may be.
Loans, Investments, Guarantees, Etc. Except as set out in the Distribution Agreement and as otherwise provided herein, no Borrower shall directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any person, or assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: (a) loans to employees of Borrowers not to exceed at any one time $75,000, in the aggregate; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; (c) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of such Borrower or to bearer and delivered to Lender, and (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, such Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments; (d) the loans, advances and guarantees set forth on Schedule 9.10 hereto; provided, that, as to such loans, advances and guarantees, (i) such Borrowers shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire the obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Borrower shall furnish to Lender all notices of default or demands in connection with such loans, advances or guarantees or other indebtedness subject to such guarantees either received by such Borrower or on its behalf, promptly after the receipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (e) loans, advances or investments in the ordinary course of each such Person's business operations, as presently existing, among LSAP, L&SB, LSBE, Rotex and Tribonetics.
Loans, Investments, Guarantees, Etc. Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance obligations or dividends of any Person or agree to do any of the foregoing, except: (a) the endorsement of instruments for collection or deposit in the ordinary course of business; (b) investments in: (i) short-term direct obligations of the United States Government, (ii) negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of Borrower or any of its Subsidiaries being the owner thereof or to bearer, and (iii) commercial paper rated A1 or P1; (c) loans by any Subsidiary of Borrower to Borrower; (d) the guarantee by Borrower of any indebtedness or other obligations of any Subsidiary or Affiliate of Borrower to Lender or any Affiliate of Lender under or in connection with any Bank Products; (e) the Maple Guarantee; (f) the guarantees described on Schedule 9.9 to the Information Certificate; and (g) the guaranty by Borrower and Maple of the indebtedness owing with respect to the New Notes and the New Notes Indenture and any refinancing, refunding, extensions, renewals, issuances or replacements thereof to the extent permitted by Section 9.17(g) hereof.
Loans, Investments, Guarantees, Etc. Borrower shall not, directly or indirectly, make any loans or advance money or property to any Person, other than in the ordinary course of Borrower's business (as currently conducted and described to Lender), or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock or indebtedness or all or a substantial part of the assets or property of any Person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except:
(a) the endorsement of instruments for collection or deposit in the ordinary course of business;
(b) investments in:
(i) short-term direct obligations of the United States Government;
(ii) demand or time deposits and negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of Borrower or to bearer and delivered to Lender;
(iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by Lender, Borrower shall take such actions as are deemed necessary by Lender to perfect the security interest of Lender in such investments;
(c) the guaranties set forth in the Information Certificate;
(d) contributions to, investments in or other such transfers to Affiliates, provided that (i) no Event of Default has occurred and is continuing, (ii) Aggregate Excess Availability for the immediately preceding thirty (30) day period has averaged at least Three Million Dollars ($3,000,000), (iii) after giving effect to such transfer there is at least Three Million Dollars ($3,000,000) in Aggregate Excess Availability and (iv) the amount of such transfer does not exceed fifteen percent (15%) of the Excess Availability then outstanding;
(e) transfers to DAC for the purpose of allowing DAC to make payments of principal and interest required under the Seller Notes and the Source Note, provided that no Event of Default has occurred and is continuing and, in the case of transfers made with respect to principal payments only: (i) Aggregate Excess Availability for the immediately preceding thirty (30) day period has averaged at least Three Million Dollars ($3,000,000) and (ii) after giving effect to such transfer there is at least Three Million Dollars ($3,000,000) in Aggregate Excess Availability;
(f) advances to publishers made in the ordinary course of Borrower's business (as currently conducted and describe...
Loans, Investments, Guarantees, Etc. Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, make any loans or advance money or property to any person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the Capital Stock or Indebtedness or all or a substantial part of the assets or property of any person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the Indebtedness, performance, obligations or dividends of any Person or agree to do any of the foregoing, except:
