Common use of Restricted Investments Clause in Contracts

Restricted Investments. (a) Subject to clause (b) below, the Company shall not, and shall not permit its Subsidiaries to, make or hold any Investments in, or otherwise own, the following items which would cause the aggregate value of such holdings of such Persons to exceed the following percentages of the Company’s Total Asset Value at any time: (i) First Mortgage Receivables and Mezzanine Debt Investments (excluding First Mortgage Receivables and Mezzanine Debt Investments made to consolidated Subsidiaries), such that the aggregate book value of Indebtedness secured by such First Mortgage Receivables and Mezzanine Debt Investments exceeds ten percent (10%) of the Company’s Total Asset Value; (ii) the aggregate amount of the Total Budgeted Costs for Development Properties, in which the Company either has a direct or indirect ownership interest shall not exceed twenty percent (20%) of the Company’s Total Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Company or any Subsidiary, the product of (A) the Company’s or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate, and (B) the amount of the Total Budgeted Costs for such Development Property shall be used in calculating such investment limitation; provided further that, in addition to the foregoing limitations, the Company shall not permit the sum of the following to exceed thirty-five percent (35%) of the Company’s Total Asset Value: (1) the aggregate value of the items subject to the limitations in the preceding clauses (i) and (ii); plus (2) the aggregate value of all Unimproved Land; plus (3) the aggregate value of Equity Interests in Unconsolidated Affiliates (which “value” of any such Equity Interests in an Unconsolidated Affiliate shall equal (A) with respect to any of such Unconsolidated Affiliate’s Construction-in-Process, the Company’s Ownership Share of such Construction-in-Process as of the date of determination, and (B) with respect to any of such Unconsolidated Affiliate’s Properties which have been completed, the Company’s Ownership Share of the Total Asset Value for each Property of such Unconsolidated Affiliate); plus (4) the aggregate book value of common stock, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates), calculated on the lower of cost or market. (b) If at any time each Material Credit Facility shall cease to contain a correlative covenant to this Section 10.7 (together with all relevant defined terms therein) (however expressed, and including any covenant that restricts or limits Investments of the Company and its Subsidiaries in a manner similar to this Section 10.7, a “Restricted Investments Test”) or the Restricted Investments Test is modified to be either more or less restrictive in each Material Credit Facility than as set forth in this Section 10.7, then in each such case, the Restricted Investments Test in this Section 10.7 shall be deemed to be automatically, and without further action, deleted or similarly modified, respectively; provided that with respect to any such deletion of the Restricted Investments Test or provision for making it less restrictive, no Default or Event of Default shall have occurred and be continuing EQUITY ONE, INC. NOTE PURCHASE AGREEMENT at such time (any such deletion or modification being referred to herein as a “Restricted Investments Test Modification”). The Company shall, within 10 Business Days after any Restricted Investments Test Modification provide notice and a certification thereof by way of delivery of an Officer’s Certificate to each holder of Notes (which notice shall also include a certification that no Default or Event of Default has occurred and is continuing if applicable), provided, however, the failure to deliver a notice under this sentence shall not result in an Event of Default or prevent any such Restricted Investment Test Modification. If after the occurrence of any Restricted Investments Test Modification in which the Restricted Investments Test has been deleted, the Restricted Investments Test (however expressed, and including any covenant that restricts or limits Investments of the Company and its Subsidiaries in a manner similar to the Restricted Investments Test) is reinstated in any Material Credit Facility (each, a “Restricted Investments Covenant Reinstatement”), then the Company shall within 10 Business Days thereafter provide notice thereof by way of delivery of an Officer’s Certificate to each holder of Notes, provided, however, the failure to deliver a notice under this sentence shall not result in an Event of Default or prevent any such Restricted Investments Covenant Reinstatement. As of the date of a Restricted Investments Covenant Reinstatement, the Restricted Investments Test in this Section 10.7 shall be reinstated in this Agreement, with any similar changes provided for in the Restricted Investments Test being reinstated in the applicable Material Credit Facility (a “Restricted Investments Test Reinstatement”). Upon the request of the Company or the Required Holders, the Company and the holders of Notes shall enter into an additional agreement or an amendment to this Agreement evidencing any Restricted Investments Test Modification or Restricted Investments Test Reinstatement, as applicable.

Restricted Investments. (a) Subject to clause (b) below, the The Company shall will not, and shall will not permit any of its Subsidiaries to, at any time make or hold permit to exist any Investments inInvestment, or otherwise own, the following items which would cause the aggregate value of such holdings of such Persons to exceed the following percentages of the Company’s Total Asset Value at any timeexcept: (ia) First Mortgage Receivables and Mezzanine Debt Investments (excluding First Mortgage Receivables and Mezzanine Debt Investments made property to consolidated Subsidiaries), such that be used in the aggregate book value ordinary course of Indebtedness secured by such First Mortgage Receivables and Mezzanine Debt Investments exceeds ten percent (10%) business of the Company’s Total Asset ValueCompany and its Subsidiaries; (iib) current assets arising from the aggregate amount sale of goods and services in the ordinary course of business of the Total Budgeted Costs for Development Properties, Company and its Subsidiaries; (c) Investments in which the Company either has one or more Subsidiaries or in any Person that concurrently with such Investment becomes a direct or indirect ownership interest shall not exceed twenty percent Subsidiary; (20%d) Investments existing as of the Company’s Total Asset Value. If a Development Property is owned date of the Closing and more particularly set forth in Schedule 10.10; (e) Investments in United States Governmental Securities, provided that such obligations mature within 365 days from the date of acquisition thereof; (f) Investments in Securities issued by Federal Farm Credit Bank, Federal National Mortgage Association, Federal Home Loan Mortgage Corp., Federal Home Loan Bank, Student Loan Marketing Association and Tennessee Valley Authority, provided that such obligations mature within 365 days from the date of acquisition thereof; (g) Investments in certificates of deposit, banker's acceptances or accounts issued or held by an Unconsolidated Affiliate Acceptable Bank, provided that such obligations mature within 365 days from the date of acquisition thereof; (h) Investments in accounts held by a Non-Qualifying Bank, provided that the amount held in accounts by all Non-Qualifying Banks for the benefit of the Company or any Subsidiary, the product of (A) the Company’s or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate, and (B) Subsidiary shall not exceed the amount of the Total Budgeted Costs for such Development Property shall be used in calculating such investment limitation; provided further that, in addition to the foregoing limitations, working capital required by the Company shall not permit the sum of the following to exceed thirty-five percent (35%) of the Company’s Total Asset Value: (1) the aggregate value of the items subject to the limitations or such Subsidiary in the preceding clauses ordinary course of its business; (i) and (ii); plus (2) Investments in variable rate tax exempt bonds, notes or funds given either of the aggregate value two highest ratings by a credit rating agency of all Unimproved Land; plus (3) recognized national standing, or if payment thereunder may be made by drawing on letters of credit issued by Acceptable Banks, so long as the aggregate value of Equity Interests Investments in Unconsolidated Affiliates (which “value” of any such Equity Interests in an Unconsolidated Affiliate shall equal (A) with respect to any of such Unconsolidated Affiliate’s Construction-in-Processbonds, the Company’s Ownership Share of such Construction-in-Process as notes or funds mature within one year of the date of determinationacquisition thereof; THE O'GARA COMPANY NOTE PURCHASE AGREEMENT 32 (j) Investments in commercial paper given either of the two highest ratings by a credit rating agency of recognized national standing and maturing not more than 270 days from the date of creation thereof; (k) Investments in money market mutual funds that invest solely in so-called "money market" instruments maturing not more than one year after the acquisition thereof, which funds have assets in excess of $500,000,000; and (l) Investments not otherwise included in the foregoing clauses (a) to (k), inclusive, of this Section 10.10, provided that at the time any such Investment is made and (B) with respect to any of such Unconsolidated Affiliate’s Properties which have been completedimmediately after giving effect thereto, the Company’s Ownership Share aggregate amount of the Total Asset Value for each Property all such Investments would not exceed 15% of Consolidated Net Worth. Each Subsidiary will be deemed to have made all Investments held by such Unconsolidated Affiliate); plus (4) the aggregate book value of common stock, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates), calculated on the lower of cost or market. (b) If at any time each Material Credit Facility shall cease to contain Subsidiary immediately after it becomes a correlative covenant to this Section 10.7 (together with all relevant defined terms therein) (however expressed, and including any covenant that restricts or limits Investments of the Company and its Subsidiaries in a manner similar to this Section 10.7, a “Restricted Investments Test”) or the Restricted Investments Test is modified to be either more or less restrictive in each Material Credit Facility than as set forth Subsidiary. As used in this Section 10.7, then in each such case, the Restricted Investments Test in this Section 10.7 shall be deemed to be automatically, and without further action, deleted or similarly modified, respectively; provided that with respect to any such deletion of the Restricted Investments Test or provision for making it less restrictive, no Default or Event of Default shall have occurred and be continuing EQUITY ONE, INC. NOTE PURCHASE AGREEMENT at such time (any such deletion or modification being referred to herein as a “Restricted Investments Test Modification”). The Company shall, within 10 Business Days after any Restricted Investments Test Modification provide notice and a certification thereof by way of delivery of an Officer’s Certificate to each holder of Notes (which notice shall also include a certification that no Default or Event of Default has occurred and is continuing if applicable), provided, however, the failure to deliver a notice under this sentence shall not result in an Event of Default or prevent any such Restricted Investment Test Modification. If after the occurrence of any Restricted Investments Test Modification in which the Restricted Investments Test has been deleted, the Restricted Investments Test (however expressed, and including any covenant that restricts or limits Investments of the Company and its Subsidiaries in a manner similar to the Restricted Investments Test) is reinstated in any Material Credit Facility (each, a “Restricted Investments Covenant Reinstatement”), then the Company shall within 10 Business Days thereafter provide notice thereof by way of delivery of an Officer’s Certificate to each holder of Notes, provided, however, the failure to deliver a notice under this sentence shall not result in an Event of Default or prevent any such Restricted Investments Covenant Reinstatement. As of the date of a Restricted Investments Covenant Reinstatement, the Restricted Investments Test in this Section 10.7 shall be reinstated in this Agreement, with any similar changes provided for in the Restricted Investments Test being reinstated in the applicable Material Credit Facility (a “Restricted Investments Test Reinstatement”). Upon the request of the Company or the Required Holders, the Company and the holders of Notes shall enter into an additional agreement or an amendment to this Agreement evidencing any Restricted Investments Test Modification or Restricted Investments Test Reinstatement, as applicable.10.10:

Restricted Investments. (a) Subject to clause (b) belowMake or have any Restricted Investments. As used herein, the Company term “Restricted Investment” shall notmean any acquisition of property by any Borrower or any of its Subsidiaries in exchange for cash or other property, whether in the form of an acquisition of Equity Interests or Debt, or the purchase or acquisition by any Borrower or any Subsidiary of any other property, or a loan, advance, capital contribution or subscription (including any investment or other transfer of cash or other assets to any Subsidiary), except acquisitions of the following: (i) acquisitions of fixed assets to be used in the Ordinary Course of Business of a Borrower or any Subsidiary so long as the acquisition costs thereof constitute Capital Expenditures (as defined in Item 7 of the Terms Schedule) and do not violate any financial covenant contained in this Agreement; (ii) acquisitions of Goods held for sale or lease or to be used in the manufacture of goods or the provision of services by a Borrower or any of its Subsidiaries in the Ordinary Course of Business; (iii) acquisitions of current assets arising from the sale or lease of Goods or the rendition of services in the Ordinary Course of Business by a Borrower or any Subsidiary; (iv) investments by a Borrower to the extent existing on the Closing Date and fully disclosed in the Disclosure Schedule; (v) acquisitions of marketable direct obligations issued or unconditionally guaranteed by the United States government and backed by the full faith and credit of the United States government having maturities of not more than 12 months from the date of acquisition, and shall domestic certificates of deposit and time deposit having maturities of not permit its Subsidiaries tomore than 12 months from the date of acquisition, make or hold to the extent they are not subject to rights of offset in favor of any Investments in, or otherwise own, the following items which would cause the aggregate Person other than Lender; (vi) acquisitions of publicly traded bonds of Argentinian corporations in a maximum value of such holdings of such Persons not to exceed the following percentages of the Company’s Total Asset Value $300,000 at any time: (i) First Mortgage Receivables and Mezzanine Debt Investments (excluding First Mortgage Receivables and Mezzanine Debt Investments made to consolidated Subsidiaries), such that the aggregate book value of Indebtedness secured by such First Mortgage Receivables and Mezzanine Debt Investments exceeds ten percent (10%) of the Company’s Total Asset Value; (ii) the aggregate amount of the Total Budgeted Costs for Development Properties, in which the Company either has a direct or indirect ownership interest shall not exceed twenty percent (20%) of the Company’s Total Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Company or any Subsidiary, the product of (A) the Company’s or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate, ; and (Bvii) the amount transfers of the Total Budgeted Costs for such Development Property shall be used in calculating such investment limitation; provided further that, in addition cash by Borrowers to the foregoing limitations, the Company shall not permit the sum Subsidiaries of the following to exceed thirty-five percent (35%) of the Company’s Total Asset Value: (1) the aggregate value of the items subject to the limitations in the preceding clauses (i) and (ii); plus (2) the aggregate value of all Unimproved Land; plus (3) the aggregate value of Equity Interests in Unconsolidated Affiliates (which “value” of any such Equity Interests in an Unconsolidated Affiliate shall equal (A) with respect to any of such Unconsolidated Affiliate’s Construction-in-Process, the Company’s Ownership Share of such Construction-in-Process as of the date of determination, and (B) with respect to any of such Unconsolidated Affiliate’s Properties which have been completed, the Company’s Ownership Share of the Total Asset Value for each Property of such Unconsolidated Affiliate); plus (4) the aggregate book value of common stock, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests in Persons Borrowers (other than consolidated Subsidiaries and Unconsolidated Affiliates), calculated on Lakeland Brazil except to the lower of cost or market. (bextent permitted by Section 9.14) If at any time each Material Credit Facility shall cease to contain a correlative covenant to this Section 10.7 (together with all relevant defined terms therein) (however expressed, and including any covenant that restricts or limits Investments of the Company and its Subsidiaries in a manner similar net amount not to this Section 10.7exceed $1,000,000 per Fiscal Year, a “Restricted Investments Test”) or the Restricted Investments Test is modified to be either more or less restrictive in each Material Credit Facility with no further restriction on transfers of said cash so transferred among Subsidiaries other than as set forth in this Section 10.7, then in each such case, the Restricted Investments Test in this Section 10.7 shall be deemed to be automatically, and without further action, deleted or similarly modified, respectively; provided that with respect to any such deletion of the Restricted Investments Test or provision for making it less restrictive, no Default or Event of Default shall have occurred and be continuing EQUITY ONE, INC. NOTE PURCHASE AGREEMENT at such time (any such deletion or modification being referred to herein as a “Restricted Investments Test Modification”). The Company shall, within 10 Business Days after any Restricted Investments Test Modification provide notice and a certification thereof by way of delivery of an Officer’s Certificate to each holder of Notes (which notice shall also include a certification that no Default or Event of Default has occurred and is continuing if applicable), provided, however, the failure to deliver a notice under this sentence shall not result in an Event of Default or prevent any such Restricted Investment Test Modification. If after the occurrence of any Restricted Investments Test Modification in which the Restricted Investments Test has been deleted, the Restricted Investments Test (however expressed, and including any covenant that restricts or limits Investments of the Company and its Subsidiaries in a manner similar to the Restricted Investments Test) is reinstated in any Material Credit Facility (each, a “Restricted Investments Covenant Reinstatement”), then the Company shall within 10 Business Days thereafter provide notice thereof by way of delivery of an Officer’s Certificate to each holder of Notes, provided, however, the failure to deliver a notice under this sentence shall not result in an Event of Default or prevent any such Restricted Investments Covenant Reinstatement. As of the date of a Restricted Investments Covenant Reinstatement, the Restricted Investments Test in this Section 10.7 shall be reinstated in this Agreement, with any similar changes provided for in the Restricted Investments Test being reinstated in the applicable Material Credit Facility (a “Restricted Investments Test Reinstatement”). Upon the request of the Company or the Required Holders, the Company and the holders of Notes shall enter into an additional agreement or an amendment to this Agreement evidencing any Restricted Investments Test Modification or Restricted Investments Test Reinstatement, as applicable9.14.

Restricted Investments. Make or have any Restricted Investments. As used herein, the term “Restricted Investment” shall mean any acquisition of property by Borrower or any of its Subsidiaries in exchange for cash or other property, whether in the form of an acquisition of Equity Interests or Debt, or the purchase or acquisition by Borrower or any Subsidiary of any other property, or a loan, advance, capital contribution or subscription, except acquisitions of the following: (ai) Subject fixed assets to be used in the Ordinary Course of Business of Borrower or any Subsidiary so long as the acquisition costs thereof constitute Capital Expenditures and do not violate any financial covenant contained in this Agreement; (ii) Goods held for sale or lease or to be used in the manufacture of goods or the provision of services by Borrower or any of its Subsidiaries in the Ordinary Course of Business; (iii) current assets arising from the sale or lease of Goods or the rendition of services in the Ordinary Course of Business by Borrower or any Subsidiary; (iv) investments by Borrower to the extent existing on the Closing Date and fully disclosed in the Disclosure Schedule; (v) investments for research and development made in the Ordinary Course of Business and in accordance with Item 16 of the Terms Schedule: (vi) Permitted Acquisitions, provided that no property that is the subject of a Permitted Acquisition as defined under clause (b) belowof the definition thereof may constitute “Eligible Accounts” or “Eligible Inventory” hereunder until Lender shall have received and found satisfactory such field examinations, the Company shall not, appraisals and shall not permit its Subsidiaries to, make or hold any Investments in, or otherwise own, the following items which would cause the aggregate value other assessments of such holdings of such Persons to exceed property as Lender may request; and (vii) marketable direct obligations issued or unconditionally guaranteed by the following percentages United States government and backed by the full faith and credit of the Company’s Total Asset Value at any time: (i) First Mortgage Receivables and Mezzanine Debt Investments (excluding First Mortgage Receivables and Mezzanine Debt Investments made to consolidated Subsidiaries), such that the aggregate book value United States government having maturities of Indebtedness secured by such First Mortgage Receivables and Mezzanine Debt Investments exceeds ten percent (10%) of the Company’s Total Asset Value; (ii) the aggregate amount of the Total Budgeted Costs for Development Properties, in which the Company either has a direct or indirect ownership interest shall not exceed twenty percent (20%) of the Company’s Total Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Company or any Subsidiary, the product of (A) the Company’s or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate, and (B) the amount of the Total Budgeted Costs for such Development Property shall be used in calculating such investment limitation; provided further that, in addition to the foregoing limitations, the Company shall not permit the sum of the following to exceed thirty-five percent (35%) of the Company’s Total Asset Value: (1) the aggregate value of the items subject to the limitations in the preceding clauses (i) and (ii); plus (2) the aggregate value of all Unimproved Land; plus (3) the aggregate value of Equity Interests in Unconsolidated Affiliates (which “value” of any such Equity Interests in an Unconsolidated Affiliate shall equal (A) with respect to any of such Unconsolidated Affiliate’s Construction-in-Process, the Company’s Ownership Share of such Construction-in-Process as of more than 12 months from the date of determinationacquisition, and (B) with respect to any domestic certificates of such Unconsolidated Affiliate’s Properties which have been completed, the Company’s Ownership Share deposit and time deposit having maturities of the Total Asset Value for each Property of such Unconsolidated Affiliate); plus (4) the aggregate book value of common stock, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests in Persons (other not more than consolidated Subsidiaries and Unconsolidated Affiliates), calculated on the lower of cost or market. (b) If at any time each Material Credit Facility shall cease to contain a correlative covenant to this Section 10.7 (together with all relevant defined terms therein) (however expressed, and including any covenant that restricts or limits Investments of the Company and its Subsidiaries in a manner similar to this Section 10.7, a “Restricted Investments Test”) or the Restricted Investments Test is modified to be either more or less restrictive in each Material Credit Facility than as set forth in this Section 10.7, then in each such case, the Restricted Investments Test in this Section 10.7 shall be deemed to be automatically, and without further action, deleted or similarly modified, respectively; provided that with respect to any such deletion of the Restricted Investments Test or provision for making it less restrictive, no Default or Event of Default shall have occurred and be continuing EQUITY ONE, INC. NOTE PURCHASE AGREEMENT at such time (any such deletion or modification being referred to herein as a “Restricted Investments Test Modification”). The Company shall, within 10 Business Days after any Restricted Investments Test Modification provide notice and a certification thereof by way of delivery of an Officer’s Certificate to each holder of Notes (which notice shall also include a certification that no Default or Event of Default has occurred and is continuing if applicable), provided, however, the failure to deliver a notice under this sentence shall not result in an Event of Default or prevent any such Restricted Investment Test Modification. If after the occurrence of any Restricted Investments Test Modification in which the Restricted Investments Test has been deleted, the Restricted Investments Test (however expressed, and including any covenant that restricts or limits Investments of the Company and its Subsidiaries in a manner similar to the Restricted Investments Test) is reinstated in any Material Credit Facility (each, a “Restricted Investments Covenant Reinstatement”), then the Company shall within 10 Business Days thereafter provide notice thereof by way of delivery of an Officer’s Certificate to each holder of Notes, provided, however, the failure to deliver a notice under this sentence shall not result in an Event of Default or prevent any such Restricted Investments Covenant Reinstatement. As of 12 months from the date of a Restricted Investments Covenant Reinstatementacquisition, to the Restricted Investments Test extent they are not subject to rights of offset in this Section 10.7 shall be reinstated in this Agreement, with favor of any similar changes provided for in the Restricted Investments Test being reinstated in the applicable Material Credit Facility (a “Restricted Investments Test Reinstatement”). Upon the request of the Company or the Required Holders, the Company and the holders of Notes shall enter into an additional agreement or an amendment to this Agreement evidencing any Restricted Investments Test Modification or Restricted Investments Test Reinstatement, as applicablePerson other than Lender.

Restricted Investments. Make or have any Restricted Investments. As used herein, the term "Restricted Investment" shall mean (a) Subject to clause any acquisition of property by Borrower or any of its Subsidiaries in exchange for cash or other property, whether in the form of an acquisition of Equity Interests or Debt, or (b) below, the Company shall not, and shall not permit its Subsidiaries to, make purchase or hold acquisition by Borrower or any Investments inSubsidiary of any other property, or otherwise own(c) a loan, advance, capital contribution or subscription, except the following items which would cause the aggregate value of such holdings of such Persons to exceed the following percentages of the Company’s Total Asset Value at any time: following: (i) First Mortgage Receivables acquisitions of fixed assets to be used in the Ordinary Course of Business of Borrower so long as the acquisition costs thereof constitute Capital Expenditures and Mezzanine Debt Investments (excluding First Mortgage Receivables and Mezzanine Debt Investments made to consolidated Subsidiaries), such that the aggregate book value of Indebtedness secured by such First Mortgage Receivables and Mezzanine Debt Investments exceeds ten percent (10%) of the Company’s Total Asset Value; do not violate any financial covenant contained in this Agreement; (ii) acquisitions of Goods held for sale or lease or to be used in the aggregate amount manufacture of goods or the Total Budgeted Costs for Development Properties, provision of services by Borrower in which the Company either has a direct Ordinary Course of Business; (iii) acquisitions of current assets arising from the sale or indirect ownership interest shall not exceed twenty percent (20%) lease of Goods or the Company’s Total Asset Value. If a Development Property is owned rendition of services in the Ordinary Course of Business by an Unconsolidated Affiliate of the Company Borrower or any Subsidiary; (iv) investments by Borrower in any Subsidiary existing on the date hereof and any other investment to the extent existing on the Closing Date and fully disclosed in the Disclosure Schedule; (v) acquisition of cash and cash equivalents, including marketable direct obligations issued or unconditionally guaranteed by the product of (A) United States government and backed by the Company’s or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate, full faith and (B) the amount credit of the Total Budgeted Costs for such Development Property shall be used in calculating such investment limitation; provided further that, in addition to the foregoing limitations, the Company shall United States government having maturities of not permit the sum of the following to exceed thirty-five percent (35%) of the Company’s Total Asset Value: (1) the aggregate value of the items subject to the limitations in the preceding clauses (i) and (ii); plus (2) the aggregate value of all Unimproved Land; plus (3) the aggregate value of Equity Interests in Unconsolidated Affiliates (which “value” of any such Equity Interests in an Unconsolidated Affiliate shall equal (A) with respect to any of such Unconsolidated Affiliate’s Construction-in-Process, the Company’s Ownership Share of such Construction-in-Process as of more than 12 months from the date of determinationacquisition, and domestic certificates of deposit and time deposit having maturities of not more than 12 months from the date of acquisition, to the extent they are not subject to rights of offset in favor of any Person other than Administrative Agent; (Bvi) Commodity Hedging Arrangements permitted by Section 8.11; (vii) loans between Borrower and any Subsidiary who is an Obligor; (viii) Equity Interests or other securities acquired in connection with respect the satisfaction or enforcement of Debt or claims due or owing to any Borrower or its Subsidiaries (in bankruptcy of such Unconsolidated Affiliate’s Properties which have been completed, the Company’s Ownership Share of the Total Asset Value for each Property of such Unconsolidated Affiliatecustomers or suppliers); plus (4ix) deposits of cash made in the Ordinary Course of Business to secure performance of operating leases; (x) loans and advances to employees, officers and directors in the Ordinary Course of Business in an aggregate book value of common stock, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests in Persons amount not to exceed $1,000,000; (other than consolidated Subsidiaries and Unconsolidated Affiliates), calculated on the lower of cost or market. xi) investments resulting from entering into any Permitted Debt; (bxii) If at any time each Material Credit Facility shall cease to contain investments held by a correlative covenant to this Section 10.7 (together with all relevant defined terms therein) (however expressed, and including any covenant that restricts or limits Investments of the Company and its Subsidiaries Person acquired as consideration in a manner similar disposition of Term Loan Primary Collateral (as such term is defined in the Intercreditor Agreement) to this Section 10.7, a “Restricted the extent such Investments Test”are permitted under the Term Loan Agreement; and (xii) or the Restricted Investments Test is modified to be either more or less restrictive in each Material Credit Facility than so long as set forth in this Section 10.7, then in each such case, the Restricted Investments Test in this Section 10.7 shall be deemed to be automatically, and without further action, deleted or similarly modified, respectively; provided that with respect to any such deletion of the Restricted Investments Test or provision for making it less restrictive, no Default or Event of Default shall have occurred and be continuing EQUITY ONE, INC. NOTE PURCHASE AGREEMENT at such time (any such deletion or modification being referred to herein as a “Restricted Investments Test Modification”). The Company shall, within 10 Business Days after any Restricted Investments Test Modification provide notice and a certification thereof by way of delivery of an Officer’s Certificate to each holder of Notes (which notice shall also include a certification that no Default or Event of Default has occurred and is continuing if applicable)or would result therefrom, provided, however, the failure to deliver a notice under this sentence shall not result any other Investments in an Event aggregate amount not to exceed $1,000,000 during the term of Default or prevent any such Restricted Investment Test Modification. If after the occurrence of any Restricted Investments Test Modification in which the Restricted Investments Test has been deleted, the Restricted Investments Test (however expressed, and including any covenant that restricts or limits Investments of the Company and its Subsidiaries in a manner similar to the Restricted Investments Test) is reinstated in any Material Credit Facility (each, a “Restricted Investments Covenant Reinstatement”), then the Company shall within 10 Business Days thereafter provide notice thereof by way of delivery of an Officer’s Certificate to each holder of Notes, provided, however, the failure to deliver a notice under this sentence shall not result in an Event of Default or prevent any such Restricted Investments Covenant Reinstatement. As of the date of a Restricted Investments Covenant Reinstatement, the Restricted Investments Test in this Section 10.7 shall be reinstated in this Agreement, with any similar changes provided for in the Restricted Investments Test being reinstated in the applicable Material Credit Facility (a “Restricted Investments Test Reinstatement”). Upon the request of the Company or the Required Holders, the Company and the holders of Notes shall enter into an additional agreement or an amendment to this Agreement evidencing any Restricted Investments Test Modification or Restricted Investments Test Reinstatement, as applicable.

Restricted Investments. Make or acquire any Restricted Investment other than (a) Subject to clause (b) below, the Company shall not, and shall not permit its Subsidiaries to, make or hold any Investments in, or otherwise own, the following items which would cause the aggregate value of such holdings of such Persons to exceed the following percentages of the Company’s Total Asset Value at any time:collectively “Permitted Investments”), (i) First Mortgage Receivables and Mezzanine Debt Investments (excluding First Mortgage Receivables and Mezzanine Debt Investments made to consolidated Subsidiaries), such that the aggregate book value of Indebtedness secured by such First Mortgage Receivables and Mezzanine Debt Investments exceeds ten percent (10%) of the Company’s Total Asset ValueAffiliate Loans; (ii) investments existing on the Closing Date in Subsidiaries and Permitted Affiliates listed on Schedule 10.2.12; (iii) loans or other advances of money to an officer or employee of a Borrower or a Subsidiary for salary, travel advances, advances against commissions and other similar advances not to exceed $1,000,000 at any time outstanding; (iv) [reserved]; (v) the prepayment of operating expenses or deposits made in connection therewith in the Ordinary Course of Business; (vi) Investments (i) by any U.S. Borrower or U.S. Subsidiary Guarantor in another U.S. Borrower or any U.S. Subsidiary Guarantor, (ii) by Canadian Borrower or any Canadian Subsidiary Guarantor in another Borrower or U.S. Subsidiary Guarantor or Canadian Subsidiary Guarantor, (iii) by any U.S. Borrower or any U.S. Subsidiary Guarantor in Canadian Borrower, any Canadian Subsidiary Guarantor or a Permitted Affiliate; provided that the aggregate amount of the Total Budgeted Costs for Development Properties, in which the Company either has a direct or indirect ownership interest such Investments pursuant to this subclause (iii) shall not exceed twenty percent $35,000,000 at any one time outstanding (20%it being understood that any Investments made pursuant to Section 10.2.12(i) shall not reduce the amount of the Company’s Total Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Company or any Subsidiary, the product of Investments that are available to be made pursuant to this subclause (A) the Company’s or such Subsidiary’s Ownership Share in such Unconsolidated Affiliateiii)), and (Biv) by a Subsidiary that is not a Borrower or a Guarantor in any other Subsidiary that is not a Borrower or a Guarantor; provided that any Investment in the form of a loan or advance shall be evidenced by a subordinated intercompany note and, in the case of a loan or advance by an Obligor, pledged by such Obligor as Collateral pursuant to the Security Documents; (vii) Parent may consummate the Acquisition on the Closing Date; (viii) Investments in securities of trade creditors or customers in the ordinary course of business received upon foreclosure or pursuant to any plan of reorganization or liquidation or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers; (ix) the amount of the Total Budgeted Costs for such Development Property shall be used in calculating such investment limitation; provided further that, in addition $8.5 million contribution to the foregoing limitations, Ryerson Change in Control Severance Trust specified by the Company shall not permit the sum of the following to exceed thirty-five percent (35%) of the Company’s Total Asset Value: (1) the aggregate value of the items subject to the limitations in the preceding clauses (i) and (ii); plus (2) the aggregate value of all Unimproved Land; plus (3) the aggregate value of Equity Interests in Unconsolidated Affiliates (which “value” of any such Equity Interests in an Unconsolidated Affiliate shall equal (A) with respect to any of such Unconsolidated Affiliate’s Construction-in-Process, the Company’s Ownership Share of such Construction-in-Process as of the date of determination, and (B) with respect to any of such Unconsolidated Affiliate’s Properties which have been completed, the Company’s Ownership Share of the Total Asset Value for each Property of such Unconsolidated Affiliate); plus (4) the aggregate book value of common stock, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates), calculated on the lower of cost or market.Merger Agreement; (bx) If other Investments (including acquisitions) not permitted under the other provisions of this Section 10.2.12 up to $30,000,000 at any time outstanding; and (xi) other Investments so long as each Material Credit Facility shall cease to contain a correlative covenant to this Section 10.7 (together with all relevant defined terms therein) (however expressed, and including any covenant that restricts or limits Investments of the Company and its Subsidiaries in a manner similar to this Section 10.7, a “Restricted Investments Test”) or the Restricted Investments Test Payment Conditions is modified to be either more or less restrictive in each Material Credit Facility than satisfied as set forth in this Section 10.7, then in each such case, the Restricted Investments Test in this Section 10.7 shall be deemed to be automatically, and without further action, deleted or similarly modified, respectively; provided that with respect to any such deletion of the Restricted Investments Test or provision for making it less restrictive, no Default or Event of Default shall have occurred and be continuing EQUITY ONE, INC. NOTE PURCHASE AGREEMENT at such time (any such deletion or modification being referred to herein as a “Restricted Investments Test Modification”). The Company shall, within 10 Business Days after any Restricted Investments Test Modification provide notice and a certification thereof determined by way of delivery of an Officer’s Certificate to each holder of Notes (which notice shall also include a certification that no Default or Event of Default has occurred and is continuing if applicable), provided, however, the failure to deliver a notice under this sentence shall not result in an Event of Default or prevent any such Restricted Investment Test Modification. If after the occurrence of any Restricted Investments Test Modification in which the Restricted Investments Test has been deleted, the Restricted Investments Test (however expressed, and including any covenant that restricts or limits Investments of the Company and its Subsidiaries in a manner similar to the Restricted Investments Test) is reinstated in any Material Credit Facility (each, a “Restricted Investments Covenant Reinstatement”), then the Company shall within 10 Business Days thereafter provide notice thereof by way of delivery of an Officer’s Certificate to each holder of Notes, provided, however, the failure to deliver a notice under this sentence shall not result in an Event of Default or prevent any such Restricted Investments Covenant Reinstatement. As of the date of a Restricted Investments Covenant Reinstatement, the Restricted Investments Test in this Section 10.7 shall be reinstated in this Agreement, with any similar changes provided for in the Restricted Investments Test being reinstated in the applicable Material Credit Facility (a “Restricted Investments Test Reinstatement”). Upon the request of the Company or the Required Holders, the Company and the holders of Notes shall enter into an additional agreement or an amendment to this Agreement evidencing any Restricted Investments Test Modification or Restricted Investments Test Reinstatement, as applicableAdministrative Agent.

Restricted Investments. (a) Subject to clause (b) below, No Credit Party shall make any Restricted Investment except the Company shall not, and shall not permit its Subsidiaries to, make or hold any Investments in, or otherwise own, the following items which would cause the aggregate value of such holdings of such Persons to exceed the following percentages of the Company’s Total Asset Value at any time: following: (i) First Mortgage Receivables investments in direct obligations of the United States of America, or any agency thereof or obligations guaranteed by the United States of America, provided that such obligations mature within one year from the date of acquisition thereof; (ii) investments in time deposits, demand deposits and Mezzanine Debt Investments certificates of deposit maturing within one year from the date of acquisition issued by a bank or trust company organized under the laws of the United States or any state thereof having capital surplus and undivided profits aggregating at least $500,000,000; (excluding First Mortgage Receivables iii) investments in commercial paper given the highest rating by a national credit rating agency and Mezzanine Debt Investments made maturing not more than two hundred seventy (270) days from the date of creation thereof; (iv) the repurchase of the distribution rights of Borrower's Canadian and Belgian distributors; (v) repurchases of Borrower's common stock to consolidated Subsidiaries)the extent permitted under Section 5.5 hereof; (vi) the Acquisition; provided, such that however, that: (w) the aggregate book value of Indebtedness secured by such First Mortgage Receivables and Mezzanine Debt Investments exceeds ten Gamma Acquisition Subsidiary shall acquire not less than sixty-seven percent (1067%) of the Company’s Total Asset Value; (ii) capital stock of all classes of Gamma on a fully diluted basis upon the aggregate amount consummation of the Total Budgeted Costs for Development Properties, in which Tender Offer on the Company either has a direct or indirect ownership interest Closing Date; (x) Borrower shall not exceed twenty percent (20%) of use its best efforts to cause the Company’s Total Asset Value. If a Development Property is owned by an Unconsolidated Affiliate of the Company or any Subsidiary, the product of (A) the Company’s or such Subsidiary’s Ownership Share in such Unconsolidated Affiliate, and (B) the amount of the Total Budgeted Costs for such Development Property shall Merger to be used in calculating such investment limitation; provided further that, in addition to the foregoing limitations, the Company shall not permit the sum of the following to exceed thirty-five percent (35%) of the Company’s Total Asset Value: (1) the aggregate value of the items consummated subject to the limitations fulfillment of the conditions contained in the preceding clauses Acquisition Documents (iand for Gamma to become a wholly-owned Subsidiary of Borrower) as soon as possible after the Closing Date; (y) in any event the Merger shall be consummated (and Gamma shall become a wholly-owned Subsidiary of Borrower) on or before the Acquisition Term Loan Commitment Termination Date; and (ii)z) promptly (and in any event within five (5) Business Days) after the consummation of the Merger, Borrower shall cause Gamma (as the surviving corporation from the Merger) to execute a Guaranty in favor of Lender, which Guaranty shall supersede and replace the Guaranty executed by the Gamma Acquisition Subsidiary on the Closing Date and shall be accompanied by closing documents and an opinion of counsel for Gamma of the types described in Section 10.1.4, 10.1.5, 10.1.6 and 10.1.8 (each in form and substance satisfactory to Lender; plus and (2vii) the aggregate value of all Unimproved Land; plus (3) the aggregate value of Equity Interests in Unconsolidated Affiliates (which “value” any capital contribution, loan or advance, or transfer of any such Equity Interests in an Unconsolidated Affiliate shall equal (A) with respect asset, to any of such Unconsolidated Affiliate’s Construction-in-Process, the Company’s Ownership Share of such Construction-in-Process as of the date of determination, and (B) with respect to any of such Unconsolidated Affiliate’s Properties which have been completed, the Company’s Ownership Share of the Total Asset Value for each Property of such Unconsolidated Affiliate); plus (4) the aggregate book value of common stock, Preferred Stock, other capital stock, beneficial interest in trust, membership interest in limited liability companies and other Equity Interests in Persons (other than consolidated Subsidiaries and Unconsolidated Affiliates), calculated on the lower of cost or market. (b) If at any time each Material Credit Facility shall cease to contain a correlative covenant to this Section 10.7 (together with all relevant defined terms therein) (however expressed, and including any covenant that restricts or limits Investments of the Company and its Subsidiaries in a manner similar to this Section 10.7, a “Restricted Investments Test”) or the Restricted Investments Test is modified to be either more or less restrictive in each Material Credit Facility than as set forth in this Section 10.7, then in each such case, the Restricted Investments Test in this Section 10.7 shall be deemed to be automatically, and without further action, deleted or similarly modified, respectively; provided that with respect to any such deletion of the Restricted Investments Test or provision for making it less restrictive, no Default or Event of Default shall have occurred and be continuing EQUITY ONE, INC. NOTE PURCHASE AGREEMENT at such time (any such deletion or modification being referred to herein as a “Restricted Investments Test Modification”). The Company shall, within 10 Business Days after any Restricted Investments Test Modification provide notice and a certification thereof by way of delivery of an Officer’s Certificate to each holder of Notes (which notice shall also include a certification that no Default or Event of Default has occurred and is continuing if applicable), provided, however, the failure to deliver a notice under this sentence shall not result in an Event of Default or prevent any such Restricted Investment Test Modification. If after the occurrence of any Restricted Investments Test Modification in which the Restricted Investments Test has been deleted, the Restricted Investments Test (however expressed, and including any covenant that restricts or limits Investments of the Company and its Subsidiaries in a manner similar Excluded Subsidiary to the Restricted Investments Test) is reinstated in any Material Credit Facility (each, a “Restricted Investments Covenant Reinstatement”), then the Company shall within 10 Business Days thereafter provide notice thereof extent permitted by way Section 5.13 of delivery of an Officer’s Certificate to each holder of Notes, provided, however, the failure to deliver a notice under this sentence shall not result in an Event of Default or prevent any such Restricted Investments Covenant Reinstatement. As of the date of a Restricted Investments Covenant Reinstatement, the Restricted Investments Test in this Section 10.7 shall be reinstated in this Agreement, with any similar changes provided for in the Restricted Investments Test being reinstated in the applicable Material Credit Facility (a “Restricted Investments Test Reinstatement”). Upon the request of the Company or the Required Holders, the Company and the holders of Notes shall enter into an additional agreement or an amendment to this Agreement evidencing any Restricted Investments Test Modification or Restricted Investments Test Reinstatement, as applicable.