Common use of Investments in Unrestricted Subsidiaries Clause in Contracts

Investments in Unrestricted Subsidiaries. Each Issuer shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make any Investment in any Unrestricted Subsidiary unless (i) the amount of such Investment does not exceed the amount then permitted to be used to make a Restricted Payment pursuant to clause (iii) of the first paragraph of Section 3.9 and (ii) immediately after such Investment, and after giving effect thereto on a pro forma basis deducting from Net Income the amount of any Investment the Issuers and Subsidiaries of the Issuers have made in Unrestricted Subsidiaries during the four full fiscal quarters last preceding the date of such Investment, Advantica would be able to incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 3.11(a). Notwithstanding clauses (i) and (ii) of this Section 3.17 or any provision hereof to the contrary, the Issuers and their Subsidiaries shall be permitted to make investments in Unrestricted Subsidiaries in an aggregate amount not to exceed $25,000,000 (without regard to the FRD Investment) at any one time outstanding. The amount by which the aggregate of all Investments in Unrestricted Subsidiaries exceeds $25,000,000 (without regard to the FRD Investment) shall be counted in determining the aggregate permissible amount of Restricted Payments pursuant to clause (iii) of the first paragraph of Section 3.9. Neither Issuer will permit any Unrestricted Subsidiary to become a Subsidiary, except pursuant to the last sentence of the definition of "Unrestricted Subsidiary."

Investments in Unrestricted Subsidiaries. Each The Issuer shall will not, and shall will not permit any of its Subsidiaries to, directly or indirectly, make any Investment in any Unrestricted Subsidiary unless (i) the amount of such Investment does not exceed the amount then permitted to be used to make a Restricted Payment pursuant to clause (iii) of the first paragraph of Section 3.9 and (ii) immediately after such Investment, and after giving effect thereto on a pro forma basis deducting from Net Income the amount of any Investment the Issuers and Subsidiaries Issuer or any Subsidiary of the Issuers have Issuer has made in an Unrestricted Subsidiaries Subsidiary during the four full fiscal quarters last preceding the date of such Investment, Advantica the Issuer or any Subsidiary of the Issuer would be able to incur $1.00 1 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 3.11(a). Notwithstanding clauses clause (i) and (ii) of this Section 3.17 or any provision other provisions hereof to the contrary, the Issuers Issuer and their its Subsidiaries shall be permitted to make investments (i) the FRD Investment and (ii) Investments in other Unrestricted Subsidiaries in an aggregate amount not to exceed $25,000,000 75 million (without regard to the FRD Investment) at any one time outstanding. The amount by which the aggregate of all Investments in Unrestricted Subsidiaries exceeds $25,000,000 75 million (without regard to the FRD Investment) shall be counted in determining the aggregate permissible amount of Restricted Payments pursuant to clause (iii) of the first paragraph of Section 3.9. Neither The Issuer will not permit any Unrestricted Subsidiary to become a Subsidiary, Subsidiary except pursuant to the last sentence of the definition of "Unrestricted SubsidiarySubsidiary set forth in Section 1.1."

Investments in Unrestricted Subsidiaries. Each Issuer shall notMake or hold any Investment in, and shall not transfer any asset to, or enter into any transaction on a non-arm’s length basis with, any Unrestricted Subsidiary, or permit any of its Restricted Subsidiaries to, directly or indirectly, make to do any Investment in any Unrestricted Subsidiary unless (i) the amount of such Investment does not exceed the amount then permitted to be used to make a Restricted Payment pursuant to clause (iii) of the first paragraph of Section 3.9 and foregoing, except if (iiA) immediately before and after such Investment, transfer or transaction, no Default or Event of Default shall have occurred and be continuing, (B) immediately after giving effect thereto on a pro forma basis deducting from Net Income the amount of any Investment the Issuers and Subsidiaries of the Issuers have made in Unrestricted Subsidiaries during the four full fiscal quarters last preceding the date of to such Investment, Advantica would transfer or transaction, the Borrower shall be able in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to incur $1.00 of additional Indebtedness the Lenders pursuant to Section 5.03 and as though such Investment, transfer or transaction had been made at the Fixed Charge Coverage Ratio test set forth in Section 3.11(a). Notwithstanding clauses beginning of the four-quarter period covered thereby, (iC) and (ii) of this Section 3.17 or any provision hereof to the contrary, the Issuers and their Subsidiaries shall be permitted to make investments in Unrestricted Subsidiaries in an aggregate amount not to exceed $25,000,000 (without regard to the FRD Investment) at any one time outstanding. The amount by which the aggregate of all Investments in Unrestricted Subsidiaries exceeds $25,000,000 permitted under this Section 5.02(s) (without regard after giving effect to the FRD Investment) shall be counted in determining the aggregate permissible amount provisions of Restricted Payments pursuant to clause (iii) of the first paragraph of Section 3.9. Neither Issuer will permit any Unrestricted Subsidiary to become a Subsidiary, except pursuant to the last sentence of the definition of "Unrestricted “Investments”) shall not exceed $250,000,000 and any such Investment shall only be in the form of (x) cash or Cash Equivalents, (y) Capital Stock Fifth Amended and Restated Credit Agreement of any Minerals Subsidiary or (z) the assets of any Minerals Subsidiary, and (D) immediately after giving effect to such Investment, transfer or transaction, there shall be Liquidity in the amount of at least $125,000,000. For purposes of clarification, Investments made in Minerals Subsidiaries prior to the Effective Date shall not be counted toward the limitations contained in clause (C) of this Section 5.02(s). Notwithstanding anything in the contrary in this Section 5.02, to the extent that a Subsidiary Guarantor (as defined in the Existing Credit Agreement, as in effect immediately prior to the Effective Date) could not have been released pursuant to the terms of the Subsidiary Guaranty (as defined in the Existing Credit Agreement, as in effect immediately prior to the Effective Date) or any other provision of the Existing Credit Agreement (as in effect immediately prior to the Effective Date), then nothing in this Section 5.02 (as amended on the Effective Date) or in the Subsidiary Guaranty shall permit any such release on or after the Effective Date and before the Termination Date for the Non-Extending Lenders, except to the extent that the requirements of clause (a)(iii) of Section 8.01 are satisfied (it being understood and agreed that each Lender that delivered executed counterparts to this Agreement on or after the Effective Date (including each Extending Lender) hereby consents (on behalf of itself and its successors and assigns) in advance to any such amendment, waiver or consent that permits a release of a Subsidiary Guarantor pursuant to Sections 5.01 and 5.02 of this Agreement (in each case, as amended, and as in effect, on the Effective Date) or the Subsidiary Guaranty (as amended, and as in effect, on the Effective Date))."