Common use of Additional Limitations on Certain Actions Clause in Contracts

Additional Limitations on Certain Actions. Borrower and each other Credit Party agrees that during the Non-Compliance Period no Credit Party will, nor will any Credit Party permit any Subsidiary to, notwithstanding the provisions of: (i) Section 6.1 of the Credit Agreement, create, contract, incur or assume, or permit any to exist any Indebtedness not owed by a Credit Party prior to the date hereof, any Indebtedness except Indebtedness permitted by Sections 6.1(a) and (g) of the Credit Agreement and other Indebtedness created, contracted, incurred or assumed during the Non-Compliance Period in an aggregate amount not to exceed $10,000,000 for all such Indebtedness, which such amount must be unsecured unless secured pursuant to clause (ii) following. (ii) Section 6.2 of the Credit Agreement, create, contract, incur or assume, or permit any to exist any Lien not existing prior to the date hereof, except Liens meeting the requirements of subsections (a), (c), (d), (e), (f), (g), (j) and (l) of the definition of Permitted Liens in the Credit Agreement, provided that, to the extent the Borrower enters into any Capital Leases permitted by clause (i) preceding but also meeting each of the requirements of Section 6.1(c) of the Credit Agreement, the Borrower may grant Liens to secure Indebtedness under such Capital Leases to the extent such Liens comply with subsection (b) of the definition of Permitted Liens in the Credit Agreement. (iii) Section 6.4 of the Credit Agreement, 1. dissolve, liquidate or wind up its affairs, sell, transfer, lease or otherwise dispose of its property or assets or agree to do so at a future time, except in accordance with the terms of subsection (a)(i), (a)(ii), (a)(iii) or (a)(ix) of Section 6.4 of the Credit Agreement (but specifically including the other terms of such Section applicable to such subsections); provided, however, that for purposes of the foregoing, any sales, leases, transfers or other dispositions of property or assets pursuant to subsection (a)(ix) of Section 6.4 shall not exceed $5,000,000 in the aggregate during the Non-Compliance Period; or 2. purchase, lease or otherwise acquire (in a single transaction or a series of related transactions) the property or assets of any Person (other than purchases, leases or other acquisitions of inventory, leases, materials, property and equipment in the ordinary course of business, except as otherwise limited or prohibited in the Credit Agreement) or (ii) enter into any transaction of merger or consolidation, except such actions permitted by clause (iv) following. (iv) Section 6.5 of the Credit Agreement, make any Investment, except Investments described by subsections (a), (b), (c), (d) and (e) of the definition of Permitted Investments in the Credit Agreement, provided that, notwithstanding the foregoing, the Borrower may make Investments and Permitted Acquisitions during the Non-Compliance Period in an aggregate amount for all such Investments and Permitted Acquisitions not to exceed $15,000,000. (v) Section 6.15 of the Credit Agreement, declare, make or pay any Restricted Payments of any kind during the Non-Compliance Period. For the avoidance of doubt, the Borrower agrees that, notwithstanding any provision of the Credit Agreement or any other Credit Document to the contrary, any declaration, making or payment of any Restricted Payment during the Non-Compliance Period will constitute an immediate Event of Default under the Credit Agreement (without any grace period, cure period or notice of any kind).

Additional Limitations on Certain Actions. Borrower and each other Credit Party agrees that during until the expiration of the Non-Compliance Period no Credit Party will, nor will any Credit Party permit any Subsidiary to, notwithstanding the provisions of: (i) Section 6.1 of the Credit Agreement, create, contract, incur or assume, or permit any to exist any Indebtedness not owed by a Credit Party prior to the date hereof, any Indebtedness except Indebtedness permitted by Sections 6.1(a) and (g) of the Credit Agreement and other Indebtedness created, contracted, incurred or assumed during the Non-Compliance Period in an aggregate amount not to exceed $10,000,000 for all such Indebtedness, which such amount must be unsecured unless secured pursuant to clause (ii) following. (ii) Section 6.2 of the Credit Agreement, create, contract, incur or assume, or permit any to exist any Lien not existing prior to the date hereof, except Liens meeting the requirements of subsections (a), (c), (d), (e), (f), (g), (j) and (l) of the definition of Permitted Liens in the Credit Agreement, provided that, to the extent the Borrower enters into any Capital Leases permitted by clause (i) preceding but also meeting each of the requirements of Section 6.1(c) of the Credit Agreement, the Borrower may grant Liens to secure Indebtedness under such Capital Leases to the extent such Liens comply with subsection (b) of the definition of Permitted Liens in the Credit Agreement. (iii) Section 6.4 of the Credit Agreement, 1. dissolve, liquidate or wind up its affairs, sell, transfer, lease or otherwise dispose of its property or assets or agree to do so at a future time, except in accordance with the terms of subsection (a)(i), (a)(ii), (a)(iii) or (a)(ix) of Section 6.4 of the Credit Agreement (but specifically including the other terms of such Section applicable to such subsections); provided, however, that for purposes of the foregoing, any sales, leases, transfers or other dispositions of property or assets pursuant to subsection (a)(ix) of Section 6.4 of the Credit Agreement shall not exceed $5,000,000 in the aggregate during the Non-Compliance Period; or 2. (i) purchase, lease or otherwise acquire (in a single transaction or a series of related transactions) the property or assets of any Person (other than purchases, leases or other acquisitions of inventory, leases, materials, property and equipment in the ordinary course of business, except as otherwise limited or prohibited in the Credit Agreement) or (ii) enter into any transaction of merger or consolidation, except such actions permitted by clause (iv) following. (iv) Section 6.5 of the Credit Agreement, make any Investment, except Investments described by subsections (a), (b), (c), (d) and (e) of the definition of Permitted Investments in the Credit Agreement, provided that, notwithstanding the foregoing, the Borrower may make (a) any Investments separately agreed to in writing by the Borrower and the Lenders and (b) Investments and Permitted Acquisitions during the Non-Compliance Period in an aggregate amount for all such Investments and Permitted Acquisitions not to exceed $15,000,0005,000,000. (v) Section 6.15 of the Credit Agreement, declare, make or pay any Restricted Payments of any kind during the Non-Compliance Period. For the avoidance of doubt, the Borrower agrees that, notwithstanding any provision of the Credit Agreement or any other Credit Document to the contrary, any declaration, making or payment of any Restricted Payment during the Non-Compliance Period will constitute an immediate Event of Default under the Credit Agreement (without any grace period, cure period or notice of any kind).

Additional Limitations on Certain Actions. Borrower and each other Credit Party agrees that during until the expiration of the Non-Compliance Period no Credit Party will, nor will any Credit Party permit any Subsidiary to, notwithstanding the provisions of: (i) Section 6.1 of the Credit Agreement, create, contract, incur or assume, or permit any to exist any Indebtedness not owed by a Credit Party prior to the date hereof, any Indebtedness except Indebtedness permitted by Sections 6.1(a) and (g) of the Credit Agreement and other Indebtedness created, contracted, incurred or assumed during the Non-Compliance Period in an aggregate amount not to exceed $10,000,000 for all such Indebtedness, which such amount must be unsecured unless secured pursuant to clause (ii) following. (ii) Section 6.2 of the Credit Agreement, create, contract, incur or assume, or permit any to exist any Lien not existing prior to the date hereof, except Liens meeting the requirements of subsections (a), (c), (d), (e), (f), (g), (j) and (l) of the definition of Permitted Liens in the Credit Agreement, provided that, to the extent the Borrower enters into any Capital Leases permitted by clause (i) preceding but also meeting each of the requirements of Section 6.1(c) of the Credit Agreement, the Borrower may grant Liens to secure Indebtedness under such Capital Leases to the extent such Liens comply with subsection (b) of the definition of Permitted Liens in the Credit Agreement. (iii) Section 6.4 of the Credit Agreement, 1. dissolve, liquidate or wind up its affairs, sell, transfer, lease or otherwise dispose of its property or assets or agree to do so at a future time, except in accordance with the terms of subsection (a)(i), (a)(ii), (a)(iii) or (a)(ix) of Section 6.4 of the Credit Agreement (but specifically including the other terms of such Section applicable to such subsections); provided, however, that for purposes of the foregoing, any sales, leases, transfers or other dispositions of property or assets pursuant to subsection (a)(ix) of Section 6.4 of the Credit Agreement shall not exceed $5,000,000 in the aggregate during the Non-Compliance Period; or 2. purchase, lease or otherwise acquire (in a single transaction or a series of related transactions) the property or assets of any Person (other than purchases, leases or other acquisitions of inventory, leases, materials, property and equipment in the ordinary course of business, except as otherwise limited or prohibited in the Credit Agreement) or (ii) enter into any transaction of merger or consolidation, except such actions permitted by clause (iv) following. (iv) Section 6.5 of the Credit Agreement, make any Investment, except Investments described by subsections (a), (b), (c), (d) and (e) of the definition of Permitted Investments in the Credit Agreement, provided that, notwithstanding the foregoing, the Borrower may make (a) any Investments separately agreed to in writing by the Borrower and the Lenders and (b) Investments and Permitted Acquisitions during the Non-Compliance Period in an aggregate amount for all such Investments and Permitted Acquisitions not to exceed $15,000,0005,000,000. (v) Section 6.15 of the Credit Agreement, declare, make or pay any Restricted Payments of any kind during the Non-Compliance Period. For the avoidance of doubt, the Borrower agrees that, notwithstanding any provision of the Credit Agreement or any other Credit Document to the contrary, any declaration, making or payment of any Restricted Payment during the Non-Compliance Period will constitute an immediate Event of Default under the Credit Agreement (without any grace period, cure period or notice of any kind).

Additional Limitations on Certain Actions. Borrower and each other Credit Party agrees that during the Non-Compliance Period no Credit Party will, nor will any Credit Party permit any Subsidiary to, notwithstanding the provisions of: (i) Section 6.1 of the Credit Agreement, create, contract, incur or assume, or permit any to exist any Indebtedness not owed by a Credit Party prior to the date hereof, any Indebtedness except Indebtedness permitted by Sections 6.1(a) and (g) of the Credit Agreement and other Indebtedness created, contracted, incurred or assumed during the Non-Compliance Period in an aggregate amount not to exceed $10,000,000 for all such Indebtedness, which such amount must be unsecured unless secured pursuant to clause (ii) following. (ii) Section 6.2 of the Credit Agreement, create, contract, incur or assume, or permit any to exist any Lien not existing prior to the date hereof, except Liens meeting the requirements of subsections (a), (c), (d), (e), (f), (g), (j) and (l) of the definition of Permitted Liens in the Credit Agreement, provided that, to the extent the Borrower enters into any Capital Leases permitted by clause (i) preceding but also meeting each of the requirements of Section 6.1(c) of the Credit Agreement, the Borrower may grant Liens to secure Indebtedness under such Capital Leases to the extent such Liens comply with subsection (b) of the definition of Permitted Liens in the Credit Agreement. (iii) Section 6.4 of the Credit Agreement, 1. dissolve, liquidate or wind up its affairs, sell, transfer, lease or otherwise dispose of its property or assets or agree to do so at a future time, except in accordance with the terms of subsection (a)(i), (a)(ii), (a)(iii) or (a)(ixa)(iii) of Section 6.4 of the Credit Agreement (but specifically including the other terms of such Section applicable to such subsections); provided, however, that for purposes of the foregoing, any sales, leases, transfers or other dispositions of property or assets pursuant to subsection (a)(ix) of Section 6.4 shall not exceed $5,000,000 in the aggregate during the Non-Compliance Period; or 2. purchase, lease or otherwise acquire (in a single transaction or a series of related transactions) the property or assets of any Person (other than purchases, leases or other acquisitions of inventory, leases, materials, property and equipment in the ordinary course of business, except as otherwise limited or prohibited in the Credit Agreement) or (ii) enter into any transaction of merger or consolidation, except such actions permitted by clause (iv) following. (iv) Section 6.5 of the Credit Agreement, make any Investment, except Investments described by subsections (a), (b), (c), (d) and (e) of the definition of Permitted Investments in the Credit Agreement, provided that, notwithstanding the foregoing, the Borrower may make Investments and Permitted Acquisitions during the Non-Compliance Period in an aggregate amount for all such Investments and Permitted Acquisitions not to exceed $15,000,000. (v) Section 6.15 of the Credit Agreement, declare, make or pay any Restricted Payments of any kind during the Non-Compliance Period. For the avoidance of doubt, the Borrower agrees that, notwithstanding any provision of the Credit Agreement or any other Credit Document to the contrary, any declaration, making or payment of any Restricted Payment during the Non-Compliance Period will constitute an immediate Event of Default under the Credit Agreement (without any grace period, cure period or notice of any kind).