Common use of Loans, Investments, Guarantees, Etc Clause in Contracts

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 described to Lender), in an amount not to exceed One Hundred Thousand Dollars ($100,000) per advance, aggregate of any such advance made by IPD, provided that no Event of Default has occurred and is continuing; (g) advances to employees made in the ordinary course of Borrower's business (as currently conducted and described to Lender), in an amount not to exceed One Hundred Thousand Dollars ($100,000) per advance, aggregate of any such advance made by IPD, provided that no Event of Default has occurred and is continuing; and (h) transfers to DAC on the date hereof to allow DAC to pay a portion of the purchase price of the Purchased Stock pursuant to the Purchase Agreements.

Loans, Investments, Guarantees, Etc. No Borrower shall notshall, 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: , so long as no Event of Default exists or would result therefrom: (a) Permitted Affiliate Investments and Permitted Supplemental Investments; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; ; (bc) 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 LenderAgents, payable to the order of such Borrower or to bearer and delivered to Lender; Agents, (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by LenderAgents, such Borrower shall take such actions as are deemed necessary by Lender Agents to perfect the security interest of Lender Collateral Agent in such investments; (c) the guaranties set forth in the Information Certificate; ; (d) contributions to, investments in employee loans or other such transfers to Affiliates, provided that (i) no Event of Default has occurred advances for travel 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 moving expenses in the ordinary course of Borrower's business business; (as currently conducted e) investments in employee benefit plans of Borrowers that are consistent with historical investment practices of Borrowers in such plans; (f) investments in Subsidiaries that are Borrowers or Guarantors and described any loans to Lender), or investments in or from any Borrower or any Guarantor in connection with an amount not to exceed One Hundred Thousand Dollars ($100,000) per advance, aggregate of any such advance made by IPD, provided that no Event of Default has occurred integrated cash management system among Borrowers and is continuing; their Consolidated Subsidiaries; and (g) the loans, advances and guarantees set forth on Schedule 9.10 hereto; ; provided, that, as to employees made in such loans, advances and guarantees, (i) such Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the ordinary course terms of Borrower's business such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as currently conducted and described to Lender)such guarantees, in an amount not to exceed One Hundred Thousand Dollars ($100,000) per advanceredeem, aggregate of any such advance made by IPDretire, provided that no Event of Default has occurred and is continuing; and (h) transfers to DAC on defease, purchase or otherwise acquire the date hereof to allow DAC to pay a portion of the purchase price of the Purchased Stock 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 Agents all notices 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 Purchase Agreementsreceipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as the case may be.

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 described to Lender), in an amount not to exceed One Hundred Thousand Dollars ($100,000) per advance, aggregate of any such advance made by IPDDEY, provided that no Event of Default has occurred and is continuingcontinuinx; (g) advances to employees made in the ordinary course of Borrower's business (as currently conducted and described to Lender), in an amount not to exceed One Hundred Thousand Dollars ($100,000) per advance, aggregate of any such advance made by IPDDEY, provided that no Event of Default has occurred and is continuingcontinuinx; and (h) transfers to DAC on the date hereof to allow DAC to pay a portion of the purchase price of the Purchased Stock pursuant to the Purchase Agreements.

Loans, Investments, Guarantees, Etc. Borrower Borrowers 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)person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock (other than the Capital Stock of Borrowers as permitted hereunder) or indebtedness or all or a substantial part of the assets or property of any Personperson, 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: EXCEPT:(a) loans or advances of money (aother than salary) to officers, directors or employees for valid business purposes in the ordinary course of business consistent with past practices not to exceed at any one time outstanding, $100,000, individually, or $1,000,000, in the aggregate;(b) the endorsement of instruments for collection or deposit in the ordinary course of business; (bbusiness;(c) investments in: : (i) shorti)short-term direct obligations of the United States Government; (iiGovernment,(ii) demand or time deposits and negotiable certificates of deposit issued by any bank satisfactory to LenderAgent, payable to the order of Borrower the Borrowers or to bearer and delivered to Lender; (iiiAgent,(iii) commercial paper rated A1 or P1P1,(iv) money market funds, and (v) other investment property in an aggregate amount not to exceed $1,000,000; providedPROVIDED, thatTHAT, as to any of the foregoing, unless waived in writing by LenderAgent, Borrower Borrowers shall take such actions as are deemed necessary by Lender Agent to perfect the security interest of Lender Agent, for the benefit of Lender, in such investments; (c) the guaranties set forth in the Information Certificate; investments and (d) contributions tothe existing loans, investments in or other advances and guarantees by Borrowers outstanding as of the date hereof as set forth on Schedule 9.10 hereto; PROVIDED, THAT, as to such transfers to Affiliatesloans, provided that advances and guarantees, (i) no Event of Default has occurred and is continuingBorrowers shall not, directly or indirectly, (iiA) Aggregate Excess Availability for amend, modify, alter or change the immediately preceding thirty terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (30B) day period has averaged at least Three Million Dollars ($3,000,000), (iii) after giving effect as to such transfer there is at least Three Million Dollars ($3,000,000) in Aggregate Excess Availability and (iv) the amount of guarantees, redeem, retire, defease, purchase or otherwise acquire such transfer does not exceed fifteen percent (15%) of the Excess Availability then outstanding; (e) transfers to DAC guarantee or set aside or otherwise deposit or invest any sums for the such 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) Borrowers shall furnish to Agent all notices, demands or other materials in connection with such loans, advances or guarantees either received by Borrowers or on their behalf, promptly 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 (receipt thereof, or sent by Borrowers or on their behalf, concurrently with the sending thereof, as currently conducted and described to Lender), in an amount not to exceed One Hundred Thousand Dollars ($100,000) per advance, aggregate of any such advance made by IPD, provided that no Event of Default has occurred and is continuing; (g) advances to employees made in the ordinary course of Borrower's business (as currently conducted and described to Lender), in an amount not to exceed One Hundred Thousand Dollars ($100,000) per advance, aggregate of any such advance made by IPD, provided that no Event of Default has occurred and is continuing; and (h) transfers to DAC on the date hereof to allow DAC to pay a portion of the purchase price of the Purchased Stock pursuant to the Purchase Agreementscase may be.

Loans, Investments, Guarantees, Etc. Neither Borrower shall notshall, 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)person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the stock shares or indebtedness or all or a substantial part of the assets or property of any Personperson, 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) loans by Borrowers to Statia N.V. in an aggregate amount not to exceed the Canadian Dollar Amount equivalent to US $5,000,000 in any fiscal year of the Borrowers, provided that, in each instance and at the time any such loan is to be made (i) no Event of Default shall exist or have occurred and be continuing or result from such loan and (ii) Borrowers have Excess Availability, as determined by Lender immediately after giving effect to the making such loans of not less than the Canadian Dollar Amount equivalent to US$1,000,000; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; ; (bc) investments in: : (i) short-term direct obligations of the United States Canadian Government; , (ii) demand or time deposits and negotiable certificates of deposit issued by any bank satisfactory to Lender, payable to the order of either Borrower or to bearer and delivered to Lender; , and (iii) commercial paper rated A1 or P1; and (d) the loans, advances and guarantees set forth on Schedule 9.10 hereto or as permitted or not otherwise prohibited under Sections 4.03 and 4.12 of the Indenture; provided, that, as to any of the foregoingsuch loans, unless waived in writing by Lenderadvances and guarantees, 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 neither Borrower shall, 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, including amending or modifying Sections 4.03 and 4.12 of the Indenture as in effect on the date hereof, 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 except to the extent expressly provided for in the Indenture provided that, after giving effect thereto, the same shall not create an Event of Default has occurred and is continuinghereunder, (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 each Borrower shall furnish to Lender all notices or demands in connection with such loans, advances or guarantees or other indebtedness subject to such transfer there is at least Three Million Dollars ($3,000,000) in Aggregate Excess Availability; (f) advances to publishers made in guarantees either received by such Borrower or on its behalf, promptly after the ordinary course of Borrower's business (receipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as currently conducted and described to Lender), in an amount not to exceed One Hundred Thousand Dollars ($100,000) per advance, aggregate of any such advance made by IPD, provided that no Event of Default has occurred and is continuing; (g) advances to employees made in the ordinary course of Borrower's business (as currently conducted and described to Lender), in an amount not to exceed One Hundred Thousand Dollars ($100,000) per advance, aggregate of any such advance made by IPD, provided that no Event of Default has occurred and is continuing; and (h) transfers to DAC on the date hereof to allow DAC to pay a portion of the purchase price of the Purchased Stock pursuant to the Purchase Agreementscase may be.

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)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 Personperson, 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: 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 Lenderthe Majority of Lenders, payable to the order of the Borrower or to bearer and delivered to Lender; Lenders, and (iii) commercial paper rated A1 or P1; providedPROVIDED, thatTHAT, as to any of the foregoing, unless waived in writing by Lendera Majority of Lenders, Borrower shall take such actions as are deemed necessary by Lender a Majority of Lenders to perfect the security interest of Lender Lenders in such investments; , (c) the guaranties set forth loans or advances to Borrower's subsidiaries not exceeding $1,100,000 in the Information Certificate; aggregate outstanding at any time, and (d) contributions tothe loans, investments in or other advances and guarantees set forth on SCHEDULE 4.4 hereto; PROVIDED, THAT, as to such transfers to Affiliatesloans, provided that advances and guarantees, (i) no Event of Default has occurred and is continuingBorrower shall not, directly or indirectly, (iiA) Aggregate Excess Availability for amend, modify, alter or change the immediately preceding thirty terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, or (30B) day period has averaged at least Three Million Dollars ($3,000,000), (iii) after giving effect as to such transfer there is at least Three Million Dollars ($3,000,000) in Aggregate Excess Availability and (iv) guarantees, redeem, retire, defease, purchase or otherwise acquire the amount of obligations arising pursuant to such transfer does not exceed fifteen percent (15%) of the Excess Availability then outstanding; (e) transfers to DAC guarantees, or set aside or otherwise deposit or invest any sums for the purpose of allowing DAC to make payments of principal and interest required under the Seller Notes and the Source Notesuch purpose, 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 Borrower shall furnish to Lenders all notices or demands in connection with such loans, advances or guarantees or other indebtedness subject to such transfer there is at least Three Million Dollars ($3,000,000) in Aggregate Excess Availability; (f) advances to publishers made in guarantees either received by Borrower or on its behalf, promptly after the ordinary course of Borrower's business (receipt thereof, or sent by Borrower or on its behalf, concurrently with the sending thereof, as currently conducted and described to Lender), in an amount not to exceed One Hundred Thousand Dollars ($100,000) per advance, aggregate of any such advance made by IPD, provided that no Event of Default has occurred and is continuing; (g) advances to employees made in the ordinary course of Borrower's business (as currently conducted and described to Lender), in an amount not to exceed One Hundred Thousand Dollars ($100,000) per advance, aggregate of any such advance made by IPD, provided that no Event of Default has occurred and is continuing; and (h) transfers to DAC on the date hereof to allow DAC to pay a portion of the purchase price of the Purchased Stock pursuant to the Purchase Agreementscase may be.

Loans, Investments, Guarantees, Etc. Borrower shall notNo Obligor shall, directly or indirectly, make any loans or advance money or property 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 Debt or all or a substantial part of the assets or property Property of any Person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the indebtednessDebt, performance, obligations or dividends of any Person or agree to do any of the foregoing, except: , so long as no Event of Default exists or would result therefrom: (a) Permitted Affiliate Investments; (b) the endorsement of instruments for collection or deposit in the ordinary course of business; ; (bc) 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 LenderAgents, payable to the order of Borrower such Obligor or to bearer and delivered to Lender; Agents, (iii) commercial paper rated A1 or P1; provided, that, as to any of the foregoing, unless waived in writing by LenderAgents, Borrower such Obligor shall take such actions as are deemed necessary by Lender Agents to perfect the security interest of Lender Collateral Agent in such investments; (c) the guaranties set forth in the Information Certificate; ; (d) contributions to, investments in employee loans or other such transfers to Affiliates, provided that (i) no Event of Default has occurred advances for travel 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 moving expenses in the ordinary course of Borrower's business business; (as currently conducted e) investments in employee benefit plans of Obligors that are consistent with historical investment practices of Obligors in such plans; (f) investments in Subsidiaries that are Obligors and described any loans to Lender), or investments in or from any Obligor in connection with an amount not to exceed One Hundred Thousand Dollars ($100,000) per advance, aggregate of any such advance made by IPD, provided that no Event of Default has occurred integrated cash management system among Borrowers and is continuing; their Consolidated Subsidiaries; and (g) the loans, advances and guarantees set forth on SCHEDULE 9.10 hereto; provided that, as to employees made in such loans, advances and guarantees, (i) such Obligor shall not, directly or indirectly, (A) amend, modify, alter or change the ordinary course terms of Borrower's business such loans, advances or guarantees or any agreement, document or instrument related thereto, or (B) as currently conducted and described to Lender)such guarantees, in an amount not to exceed One Hundred Thousand Dollars ($100,000) per advanceredeem, aggregate of any such advance made by IPDretire, provided that no Event of Default has occurred and is continuing; and (h) transfers to DAC on defease, purchase or otherwise acquire the date hereof to allow DAC to pay a portion of the purchase price of the Purchased Stock obligations arising pursuant to such guarantees, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) such Obligor shall furnish to Agents all notices or demands in connection with such loans, advances or guarantees or other Debt subject to such guarantees either received by such Obligor or on its behalf, promptly after the Purchase Agreementsreceipt thereof, or sent by such Obligor or on its behalf, concurrently with the sending thereof, as the case may be.