Common use of Restricted Investments Clause in Contracts

Restricted Investments. The Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, without the consent of the Required Lenders, purchase, own, invest in or otherwise acquire any Capital Stock, evidence of indebtedness or other obligation or security or any interest whatsoever in any other Person, or make or permit to exist any loans, advances or extensions of credit to, or any investment in cash or by delivery of property in, any other Person, or purchase or otherwise acquire (whether in one or a series of related transactions) any portion of the assets, business or properties of another Person (including pursuant to an Acquisition), or create or acquire any Subsidiary, or become a partner or joint venturer in any partnership or joint venture (collectively, “Investments”), or make a commitment or otherwise agree to do any of the foregoing, other than: (i) Investments consisting of Cash Equivalents; (ii) Investments consisting of the extension of trade credit, the creation of prepaid expenses, the purchase of inventory, supplies, equipment and other assets, and advances to employees, in each case by the Borrower and its Subsidiaries in the ordinary course of business; (iii) Investments (including equity securities and debt obligations) of the Borrower and its Subsidiaries received in connection with the bankruptcy or reorganization of suppliers and customers and in good faith settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; (iv) without duplication, Investments consisting of intercompany Indebtedness permitted under Section 8.2(vii); (v) Investments of the Borrower under Hedge Agreements entered into in connection with this Agreement or in the ordinary course of business to manage existing or anticipated interest rate or foreign currency risks and not for speculative purposes; (vi) Investments in Subsidiaries organized under the laws of one of the United States, provided the Borrower and its Subsidiaries, as applicable, comply with the applicable terms of Section 6.10; (vii) Investments of the Borrower and its Subsidiaries in Foreign Subsidiaries organized under the laws of Canada made prior to the Closing Date (viii) Investments in connection with the creation (but not acquisition) of new Foreign Subsidiaries organized under the laws of Canada or new Investments in such Subsidiaries existing as of the Closing Date, provided that in no event shall such Investments, together with all Investments, when added to the Acquisition Amounts for all Permitted Acquisitions involving the Capital Stock of Foreign Subsidiaries organized under the laws of Canada permitted under clause (vii) of the definition of Permitted Acquisitions, shall not exceed an aggregate amount of $7,500,000 at any time outstanding; (ix) Investments in connection with the creation (but not acquisition) of new Subsidiaries organized under the laws of a jurisdiction outside of the United States (other than Canada) and Investments made prior to the Closing Date and new Investment in Subsidiaries existing as of the Closing Date and organized under the laws of a jurisdiction outside of the United States (other than Canada); provided that in no event shall such Investments, when added to the Acquisition Amounts for all Permitted Acquisitions involving the Capital Stock of Foreign Subsidiaries organized under the laws of a jurisdiction outside of the United States (other than Canada) permitted under clause (vii) of the definition of Permitted Acquisitions, exceed an aggregate of $15,000,000 at any time outstanding for all such Investments; (x) Permitted Acquisitions; (xi) Investments in non-Wholly Owned Subsidiaries; provided that in no event shall such Investments outstanding at any time exceed an aggregate amount of $5,000,000; (xii) Investments consisting of loans and advances to employees, officers and directors for the payment of travel or other reasonable expenses in the ordinary course of business not to exceed $500,000 in the aggregate at any time outstanding; (xiii) Investments in certain customers of the Borrower and its Subsidiaries in connection with the customer financing program of the Borrower and its Subsidiaries provided that in no event shall such investments exceed an aggregate amount of $5,000,000 outstanding at any time; and (xiv) other Investments of the Borrower and its Subsidiaries not otherwise permitted under this Section 8.5 in an aggregate amount not exceeding $5,000,000 at any time outstanding for all such Investments, provided that immediately after giving pro forma effect to such Investment (and the incurrence of any Indebtedness in connection therewith), the Borrower is in compliance with the financial covenants set forth in Article VI for the fiscal quarter most recently ended for which financial statements are required to have been delivered under Section 6.1(a) or 6.1(b).

Restricted Investments. The Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, without the consent of the Required Lenders, purchasePurchase, own, invest in or otherwise acquire acquire, directly or indirectly, any Capital Stockstock, evidence of indebtedness indebtedness, or other obligation or security or any interest whatsoever in any other Person, or make or permit to exist any loans, advances or extensions of credit to, or any investment in cash or by delivery of property in, any other Person, or purchase or otherwise acquire (whether in one or a series of related transactions) any portion of the assets, business or properties of another Person (including pursuant to an Acquisition), or create or acquire any Subsidiary, or become a partner or joint venturer in any partnership or joint venture (collectively, “Investments”), or make a commitment or otherwise agree to do any of the foregoing, other thanexcept for: (i) Investments consisting of Cash Equivalents; (ii) Investments consisting of the extension of trade credit, the creation of prepaid expenses, and the purchase of inventory, supplies, equipment and other assets, and advances to employees, in each case by the Borrower and its Subsidiaries in the ordinary course of business; (iii) Investments (including equity securities and debt obligations) of the Borrower and its Subsidiaries received in connection with the bankruptcy or reorganization of suppliers and customers and in good faith settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; (iv) without duplication, Investments consisting of intercompany Indebtedness with related Persons expressly permitted under Section 8.2(vii)7.7; (v) Investments of the Borrower under Hedge Agreements entered into in connection with this Agreement or in the ordinary course of business to manage existing or anticipated interest rate or foreign currency risks and not for speculative purposes; (vi) Investments in connection with the creation (but not acquisition) of new Wholly Owned Subsidiaries organized under the laws of one of the United States, provided the Borrower and its Subsidiaries, as applicable, comply complies with the applicable terms of Section 6.105.10; (vii) Investments of the Borrower and its Subsidiaries in Foreign Subsidiaries organized under the laws of Canada made prior to the Closing Date (viii) Investments in connection with the creation (but not acquisition) of new Foreign Subsidiaries organized under the laws of Canada or new Investments in such Subsidiaries existing as of the Closing Date, provided that in no event shall such Investments, together with all Investments, when added to the Acquisition Amounts for all Permitted Acquisitions involving the Capital Stock of Foreign Subsidiaries organized under the laws of Canada permitted under clause (vii) of the definition of Permitted Acquisitions, shall not exceed an aggregate amount of $7,500,000 at any time outstanding; (ix) Investments in connection with the creation (but not acquisition) of new Wholly Owned Subsidiaries organized under the laws of a jurisdiction outside of the United States (other than Canada) and Investments made prior to the Closing Date and new Investment in Subsidiaries existing as of the Closing Date and organized under the laws of a jurisdiction outside of the United States (other than Canada); provided that in no event shall such InvestmentsStates, when added to the Acquisition Amounts for all Permitted Acquisitions involving the Capital Stock of Foreign Subsidiaries organized under the laws of a jurisdiction outside of the United States (other than Canada) permitted under clause (vii) of the definition of Permitted Acquisitions, exceed an aggregate of $15,000,000 at any time outstanding for all such Investments; (x) Permitted Acquisitions; (xi) Investments in non-Wholly Owned Subsidiaries; provided that in no event shall such Investments outstanding at any time exceed an aggregate amount of $5,000,000; (xii) Investments consisting of loans and advances to employees, officers and directors for the payment of travel or other reasonable expenses in the ordinary course of business not to exceed $500,000 in the aggregate at any time outstanding; (xiii) Investments in certain customers of the Borrower and its Subsidiaries in connection with the customer financing program of the Borrower and its Subsidiaries provided that in no event shall such investments exceed an aggregate amount of $5,000,000 outstanding at any time; and100,000 per foreign Subsidiary; (xivviii) other Investments consisting of the Borrower and its Subsidiaries not otherwise permitted under this Section 8.5 in an aggregate amount not exceeding $5,000,000 at any time outstanding for acquisition of capital stock or substantially all such Investmentsthe assets of Franchisees, provided that immediately after giving pro forma effect to such Investment acquisition (and the incurrence of any Indebtedness in connection therewith), the Borrower is in compliance with the financial covenants set forth in Article VI for the fiscal quarter Fiscal Quarter most recently ended for which financial statements are required to have been delivered under Section 6.1(a5.1(a) or 6.1(b5.1(b); and (ix) other Investments of the Borrower and its Subsidiaries not otherwise permitted under this Section 7.5 (including joint ventures, but excluding Investments in Subsidiaries organized under the laws of a foreign jurisdiction) in an aggregate amount not exceeding $100,000 at any time outstanding for all such Investments.

Restricted Investments. The Borrower Company will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, without the consent of the Required Lenders, purchase, ownhold or acquire (including pursuant to any merger with any Person that was not a Wholly Owned Subsidiary prior to such merger), invest in any common stock or otherwise acquire any Capital Stockother equity interests, evidence of indebtedness Indebtedness or other obligation securities (including any option, warrant, or security other right to acquire any of the foregoing) of, make or permit to exist any interest whatsoever in any other Personloans or advances to, or make or permit to exist any loans, advances or extensions of credit to, investment or any investment in cash or by delivery of property other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (whether in one transaction or a series of related transactions) any portion assets of the assets, any other Person that constitute a business or properties of another Person (including pursuant to an Acquisition)unit, or create or acquire form any Subsidiary, or become a partner or joint venturer in any partnership or joint venture (collectively, “Investments”), or make a commitment or otherwise agree to do any of the foregoing, other thanexcept: (ia) Investments consisting of Cash EquivalentsPermitted Investments; (iib) Investments consisting of the extension of trade credit, the creation of prepaid expenses, the purchase of inventory, supplies, equipment and other assets, and advances to employees, in each case by the Borrower and its Subsidiaries in the ordinary course of businessPermitted Acquisitions; (iiic) Investments (including equity securities and debt obligations) of the Borrower and its Subsidiaries received made by any Obligor in connection with the bankruptcy or reorganization of suppliers and customers and in good faith settlement of delinquent obligations of, and any other disputes with, customers and suppliers arising in the ordinary course of businessObligor; (ivd) without duplication, Investments consisting of intercompany Indebtedness permitted under Section 8.2(vii); (v) Investments of the Borrower under Hedge Agreements entered into in connection with this Agreement loans or advances in the ordinary course of business to manage existing or anticipated interest rate or foreign currency risks officers, stockholders and not for speculative purposes; (vi) Investments in Subsidiaries organized under the laws of one of the United States, provided the Borrower and its Subsidiaries, as applicable, comply with the applicable terms of Section 6.10; (vii) Investments of the Borrower and its Subsidiaries in Foreign Subsidiaries organized under the laws of Canada made prior to the Closing Date (viii) Investments in connection with the creation (but not acquisition) of new Foreign Subsidiaries organized under the laws of Canada or new Investments in such Subsidiaries existing as of the Closing Date, directors provided that in no event shall such Investments, together with all Investments, when added to the Acquisition Amounts for all Permitted Acquisitions involving the Capital Stock of Foreign Subsidiaries organized under the laws of Canada permitted under clause (vii) of the definition of Permitted Acquisitions, shall not exceed an aggregate amount of all such loans does not exceed $7,500,000 2,000,000 at any time outstanding; (ixe) Investments in connection with the creation (but not acquisition) loans to franchise operators and owners of new Subsidiaries organized under the laws of a jurisdiction outside of the United States (other than Canada) and Investments made prior franchises acquired or funded pursuant to the Closing Date SunTrust Loan Facility Agreement and new Investment the other credit facility agreements referenced in Subsidiaries existing as of the Closing Date and organized under the laws of a jurisdiction outside of the United States (other than Canadaparagraph 6C(f); provided that in no event shall such Investments, when added to the Acquisition Amounts for all Permitted Acquisitions involving the Capital Stock of Foreign Subsidiaries organized under the laws of a jurisdiction outside of the United States (other than Canada) permitted under clause (vii) of the definition of Permitted Acquisitions, exceed an aggregate of $15,000,000 at any time outstanding for all such Investments; (xf) Permitted AcquisitionsGuarantees permitted under paragraph 6C(f); (xig) Investments in non-Wholly Owned loans to, and other investments in, Foreign Subsidiaries; provided that in no event shall such Investments outstanding at any time exceed an the aggregate amount of $5,000,000such outstanding loans to and investments in such Foreign Subsidiaries, together with the aggregate principal amount of Indebtedness permitted to be incurred under clauses (c) and (e) of paragraph 6C, does not exceed 20% of the total assets of the Company and its Subsidiaries measured on a consolidated basis in accordance with GAAP as of the end of the immediately preceding fiscal quarter for which financial statements have been delivered (giving pro forma effect to any Acquisition financed with such Indebtedness); (xiih) Investments consisting the acquisition or ownership of loans and advances to employeesstock, officers and directors for the payment obligations or securities received in settlement of travel or other reasonable expenses debt (created in the ordinary course of business business) owing to the Company or any Subsidiary; (i) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 6G (including Investments in Subsidiaries); (j) Investments in investment grade corporate bonds and variable rate demand notes having a rating of BBB+ (or the equivalent) or higher, at the time of acquisition thereof, from S&P or Xxxxx’x Investors Service, Inc. and in either case maturing within two years from the date of acquisition thereof in an aggregate amount not to exceed $500,000 in the aggregate at any time outstanding; (xiii) Investments in certain customers of the Borrower and its Subsidiaries in connection with the customer financing program of the Borrower and its Subsidiaries provided that in no event shall such investments exceed an aggregate amount of $5,000,000 outstanding 125,000,000 at any time; and (xivk) other Investments of not to exceed $75,000,000 in the Borrower and its Subsidiaries not otherwise permitted under this Section 8.5 in an aggregate amount not exceeding $5,000,000 at any time outstanding for all such Investments, provided that immediately after giving pro forma effect to such Investment (and the incurrence of any Indebtedness in connection therewith), the Borrower is in compliance with the financial covenants set forth in Article VI for the fiscal quarter most recently ended for which financial statements are required to have been delivered under Section 6.1(a) or 6.1(b)time.

Restricted Investments. The Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, without the consent of the Required Lenders, purchasePurchase, own, invest in or otherwise acquire acquire, directly or indirectly, any Capital Stockstock, evidence of indebtedness indebtedness, or other obligation or security or any interest whatsoever in any other Person, or make or permit to exist any loans, advances or extensions of credit to, or any investment in cash or by delivery of property in, any other Person, or purchase or otherwise acquire (whether in one or a series of related transactions) any portion of the assets, business or properties of another Person (including pursuant to an Acquisition), or create or acquire any Subsidiary, or become a partner or joint venturer in any partnership or joint venture (collectively, “Investments”), or make a commitment or otherwise agree to do any of the foregoing, other thanexcept for: (i) Investments consisting of Cash Equivalents; (ii) Investments consisting of the extension of trade credit, the creation of prepaid expenses, and the purchase of inventory, supplies, equipment and other assets, and advances to employees, in each case by the Borrower and its Subsidiaries in the ordinary course of business; (iii) Investments (including equity securities and debt obligations) of the Borrower and its Subsidiaries received in connection with the bankruptcy or reorganization of suppliers and customers and in good faith settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; (iv) without duplication, Investments consisting of intercompany Indebtedness with related Persons expressly permitted under Section 8.2(vii7.7 and Investments in the form of intercompany debt permitted by Section 7.2(v); (v) Investments of the Borrower under Hedge Agreements entered into in connection with this Agreement or in the ordinary course of business to manage existing or anticipated interest rate or foreign currency risks and not for speculative purposes; (vi) Investments in Subsidiaries organized under the laws of one existing as of the United States, provided the Borrower Closing Date and its Subsidiaries, as applicable, comply with the applicable terms of Section 6.10described in Schedule 7.5; (vii) Investments consisting of the making of capital contributions or the purchase of Capital Stock (a) by the Parent or any Subsidiary of the Parent in the Borrower, (b) by the Parent, the Borrower and its other Subsidiaries of the Parent in Foreign Subsidiaries organized under any Subsidiary Guarantor, and (c) by any Subsidiary in the laws of Canada made prior to the Closing DateBorrower. (viii) Investments in connection with the creation (but not acquisition) of new Foreign Wholly Owned Subsidiaries organized under the laws of Canada or new Investments in such Subsidiaries existing as one of the Closing DateUnited States, provided that in no event shall such Investments, together the Borrower complies with all Investments, when added to the Acquisition Amounts for all Permitted Acquisitions involving the Capital Stock terms of Foreign Subsidiaries organized under the laws of Canada permitted under clause (vii) of the definition of Permitted Acquisitions, shall not exceed an aggregate amount of $7,500,000 at any time outstandingSection 5.11; (ix) Investments in connection with the creation (but not acquisition) of new Subsidiaries organized under the laws of a jurisdiction outside of the United States (other than Canada) and Investments made prior to the Closing Date and new Investment in Subsidiaries existing as of the Closing Date and organized under the laws of a jurisdiction outside of the United States (other than Canada); provided that in no event shall such Investments, when added to the Acquisition Amounts for all Permitted Acquisitions involving the Capital Stock of Foreign Subsidiaries organized under the laws of a jurisdiction outside of the United States (other than Canada) permitted under clause (vii) of the definition of Permitted Acquisitions, exceed an aggregate of $15,000,000 at any time outstanding for all such Investments; (x) Permitted Acquisitions; (xi) Investments in non-Wholly Owned Subsidiaries; provided that in no event shall such Investments outstanding at any time exceed an aggregate amount of $5,000,000; (xii) Investments consisting of loans and advances to employeesprepaid expenses or lease, officers and directors for the payment of travel or utility other reasonable expenses similar deposits, in each case in the ordinary course of business not to exceed $500,000 in the aggregate at any time outstanding; (xiii) Investments in certain customers of the Borrower and its Subsidiaries in connection with the customer financing program of the Borrower and its Subsidiaries provided that in no event shall such investments exceed an aggregate amount of $5,000,000 outstanding at any timebusiness; and (xivx) other Investments of the Borrower and its Subsidiaries not otherwise permitted under this Section 8.5 7.5 (but excluding Investments in Subsidiaries organized under the laws of a foreign jurisdiction) in an aggregate amount not exceeding $5,000,000 1,000,000 at any time outstanding for all such Investments, provided that immediately after giving pro forma effect to such Investment (and the incurrence of any Indebtedness in connection therewith), the Borrower is in compliance with the financial covenants set forth in Article VI for the fiscal quarter most recently ended for which financial statements are required to have been delivered under Section 6.1(a) or 6.1(b).