Borrowings and Guaranties. No Borrower shall, nor shall it permit any Subsidiary to, issue, incur, assume, create or have outstanding any Debt, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person (including any Borrower or Subsidiary) in respect of Debt, or otherwise agree to provide funds for payment of the obligations of another in respect of Debt, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another; provided, however, that the foregoing shall not restrict nor operate to prevent:
(a) the Obligations of the Borrowers and the Guarantors owing to the Administrative Agent and the Lenders (and their Affiliates);
(b) obligations of any Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes;
(c) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business;
(d) intercompany advances from time to time owing by any Subsidiary to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or Subsidiary;
(e) Debt and guaranties outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder;
(f) Debt of any Person that becomes a Subsidiary of a Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s b...
Borrowings and Guaranties. 76 Section 7.2 Liens. ........................................................................................................ 78 Section 7.3 Investments, Acquisitions, Loans and Advances. .................................... 79 Section 7.4 Xxxxxxx, Consolidations and Sales. ......................................................... 81 Section 7.5 Maintenance of Subsidiaries. ................................................................... 82 Section 7.6
Borrowings and Guaranties. Such Borrower shall not issue, incur, assume, create or have outstanding any Debt nor be or remain liable, whether as endorser, surety, guarantor or otherwise, for or in respect of any liability or Debt of any other Person other than:
(a) indebtedness arising under or pursuant to this Agreement or the other Loan Documents;
(b) the liability of such Borrower arising out of the endorsement for deposit or collection of commercial paper received in the ordinary course of business;
(c) Debt of such Borrower (other than for borrowed money) incurred in the ordinary course of business or permitted to be incurred in accordance with the investment policies of the relevant Borrower’s investment policies as described in its Prospectus; and
(d) Debt created pursuant to the Custody Agreement of such Borrower in an aggregate principal amount not to exceed $500,000 at any time.
Borrowings and Guaranties. Such Borrower shall not issue, incur, assume, create or have outstanding any Debt nor be or remain liable, whether as endorser, surety, guarantor or otherwise, for or in respect of any liability or Debt of any other Person other than:
(a) Debt arising under or pursuant to this Agreement or the other Loan Documents, and any other Debt owing by such Borrower to the Lender;
(b) the liability of such Borrower arising out of the endorsement for deposit or collection of commercial paper received in the ordinary course of business;
(c) any Permitted Hedging Transaction;
(d) obligations of such Borrower pursuant to any repurchase investment issued by such Borrower in connection with any tender offer; and
(e) Debt of such Borrower (other than for borrowed money) incurred in the ordinary course of business or permitted to be incurred in accordance with the investment policies of the relevant Borrower’s investment policies as described in its Organizational Documents (or as prescribed by its Board of Directors or other governing body), including, without limitation, in respect of subscriptions to purchase hedge fund investments.
Borrowings and Guaranties. Without the prior written consent of Lender, Borrower shall not issue, incur, assume, create or have outstanding any indebtedness for borrowed money, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person, or otherwise agree to provide funds for payment of the obligations of another, or otherwise assure a creditor of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate (other than in the ordinary course of business) any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent:
(a) the Obligations of Borrower to Lender;
(b) obligations arising in connection with Permitted Liens;
(c) accounts payable liabilities incurred in the ordinary course of business; and
(d) such other obligations as may be permitted by Lxxxxx in writing.
Borrowings and Guaranties. The Credit Parties shall not, nor shall they permit any Subsidiary to, issue, incur, assume, create or have outstanding any Indebtedness for Borrowed Money, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person, or otherwise agree to provide funds for payment of the obligations of another, or supply funds thereto or invest therein or otherwise assure a creditor of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent:
(a) the Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability of the Borrowers and their Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates);
(b) the Guaranties;
(c) purchase money indebtedness and Capitalized Lease Obligations of the Borrower and its Subsidiaries in an amount not to exceed $500,000 in the aggregate at any one time outstanding;
(d) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business;
(e) unsecured intercompany indebtedness among the Company and its Subsidiaries, provided that any such indebtedness shall be fully subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; and
(f) other unsecured indebtedness and guaranty obligations not otherwise permitted by this Section in an amount not to exceed $1,000,000 in the aggregate at any one time outstanding.
Borrowings and Guaranties. No Designated Company shall issue, incur, assume, create or have outstanding any indebtedness or obligations, any Indebtedness for Borrowed Money, or be or become liable as endorser, guarantor or surety for any debt, obligation or undertaking of any other Person, or otherwise agree to provide funds for payment of the obligations of another, or advance funds thereto or otherwise assure a creditor of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any material claim or demand it may have to the material claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent:
(a) the Obligations;
(b) purchase money indebtedness and Capitalized Lease Obligations for the purchase or financing of real estate, machinery and equipment of the Designated Companies in the ordinary course of business in an aggregate amount not to exceed $6,000,000 in the aggregate at any one time outstanding, plus any such amounts outstanding on the Closing Date and described on Schedule 8.7;
(c) Indebtedness listed on Schedule 8.7;
(d) obligations of the Borrower arising out of interest rate, foreign currency, and commodity hedging agreements entered into for its own account with one or more Lenders or their Affiliates in the ordinary course of business;
(e) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business;
(f) unsecured Indebtedness for Borrowed Money (including without limitation loans and advances) owing to the Borrower by any other Designated Company or by the Borrower to any other Designated Company;
Borrowings and Guaranties. The Borrower shall not, nor shall it permit any Borrower Subsidiary to, issue, incur, assume, create or have outstanding any Indebtedness for Borrowed Money, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person, or otherwise agree to provide funds for payment of the obligations of another, or supply funds thereto or invest therein or otherwise assure a creditor of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent:
Borrowings and Guaranties. 28 Section 7.16. Investments, Loans, Advances and Acquisitions .............29 Section 7.17. Sale of Property ..........................................30 Section 7.18. Notice of Suit or Adverse Change in Business or Default ...30 Section 7.19. ERISA .....................................................30 Section 7.20. Supplemental Performance ..................................30 Section 7.21. Use of Proceeds ...........................................31 Section 7.22. Compliance with Laws, etc. ................................31 Section 7.23. Environmental Covenant ....................................31 Section 7.24. Hedging ...................................................31 Section 7.25. Subsidiaries ..............................................31 Section 7.26. Preservation of Cooperative Status ........................32 Section 7.27. Post-Closing Matters ......................................32 SECTION 8. EVENTS OF DEFAULT AND REMEDIES ............................32 Section 8.1. Definitions ...............................................32 Section 8.2. Remedies for Non-Bankruptcy Defaults ......................33 Section 8.3. Remedies for Bankruptcy Defaults ..........................34
Borrowings and Guaranties. The Guarantor shall not, nor shall it permit any of its Subsidiaries to, issue, incur, assume, create or have outstanding any Debt, or be or become liable as endorser, guarantor, surety or otherwise for any Debt, obligation or undertaking of any other Person, or otherwise agree to provide funds for payment of the obligations of another, or supply funds thereto or invest therein or otherwise assure a creditor of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another Person, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent:
(a) Debt of the Guarantor under this Agreement; and
(b) Obligations and liabilities arising under the Deed of Charge, the Subordination Agreement, the Shareholders Agreement and the Unanimous Shareholders Agreement.
