Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) any Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (iii) represent Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.03, (iv) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or (m) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.
Appears in 3 contracts
Samples: Credit Agreement (Summit Materials, Inc.), Credit Agreement (Summit Materials, LLC), Credit Agreement (Summit Materials, Inc.)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that prohibits, restricts, imposes any condition on or limits the ability of (a) any Subsidiary of the Borrower that is not a Guarantor Loan Party to make Restricted Payments to (directly or indirectly) or to make or repay loans or advances to any Loan Party or to Guarantee the Borrower or Obligations of any Guarantor Loan Party under the Loan Documents or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities Facility and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which that:
(i) (x) exist on the Closing Date date hereof and (to the extent not otherwise permitted by this Section 7.099.9) are listed on Schedule 7.09 hereto 9.9 to the Disclosure Letter and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, ;
(ii) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the BorrowerSubsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, Subsidiary;
(iii) represent Indebtedness of a Subsidiary of the Borrower which that is not a Loan Party which that is permitted by Section 7.03, 9.3,
(iv) are customary restrictions that arise in connection with (x) any Lien permitted by Sections 9.1(a), (m), (r), (s), (v), (w), (aa) and (bb) and relate to the property subject to such Lien or (y) any Disposition permitted by Section 7.04 or 7.05 and relate 9.5 applicable pending such Disposition solely to the assets or Person subject to such Disposition, ,
(v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 9.2 and applicable solely to such joint venture entered into in the ordinary course of business, ,
(vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 9.3 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, Indebtedness and the proceeds and products thereof,
(vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, ,
(viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(eSections 9.3(e), (gj)(i) or (mn) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, ,
(ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary, ,
(x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, ,
(xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ,
(xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or Section 9.1, or
(xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Effective Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) 9.3 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.
Appears in 3 contracts
Samples: Credit Agreement (eHealth, Inc.), Credit Agreement (eHealth, Inc.), Credit Agreement (eHealth, Inc.)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) any Restricted Subsidiary of the Borrower that is not a Guarantor Loan Party to make Restricted Payments to the Borrower or any Guarantor Loan Party (other than Holdings) or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which that:
(i) (xA) exist on the Closing Specified Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (yB) to the extent Contractual Obligations permitted by clause (xA) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, ,
(ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Subsidiary of the BorrowerRestricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary of the Borrower, pursuant to Section 6.14,
(iii) represent Indebtedness contracts for the sale of a Subsidiary of assets that impose restrictions on the Borrower which is not a Loan Party which is assets to be sold,
(iv) (a) with respect to clause (b) only, arise in connection with any Lien permitted by Section 7.037.01(a), (ivl), (s), (t)(i) or (t)(ii) and relate to the property subject to such Lien or (b) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, 7.05,
(v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, ,
(vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, Indebtedness (and excluding in any event any Indebtedness constituting any Junior Financing or Retained Existing Notes) and the proceeds and products thereof,
(vii) are customary restrictions on provisions contained in any leases, subleases, licenses licenses, sublicenses, LMAs or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, in each case, entered into in the ordinary course of business,
(viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g7.03(h) or 7.03(o)(as limited by the second paragraph of Section 7.03) (mwith respect to non-Loan Parties) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, ,
(ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, ,
(x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, ,
(xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ,
(xii) are customary restrictions contained in the ABL Credit Agreement, the ABL Facility Documentation, the New Senior Notes and any Permitted Refinancing of any of the foregoing,
(xiii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash Section 7.01,
(xiv) are restrictions in any one or deposit or (xiii) comprise restrictions imposed by any agreement more agreements governing Indebtedness entered into on or after the Closing Date and of a Restricted Subsidiary that is not a Loan Party that is permitted under to be incurred by Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing7.03, and
(xv) are customary restrictions contained in the definitive documentation governing any Permitted Alternative Incremental Facilities Indebtedness, in each casePermitted Credit Facilities Refinancing Indebtedness, Permitted Debt Exchange Notes and any Permitted Refinancing in respect thereof) of any of the foregoing; provided that aresuch restrictions, taken as a whole, in the good faith judgment of the Borrower, no shall not be more restrictive with respect to the Parent Borrower or any of and its Restricted Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained set forth in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.
Appears in 3 contracts
Samples: Credit Agreement (Clear Channel Communications Inc), Credit Agreement (Clear Channel Communications Inc), Credit Agreement (Clear Channel Communications Inc)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that prohibits, restricts, imposes any condition on or limits the ability of of,
(a1) any Restricted Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to, or to make or repay loans or advances to, any Loan Party or to Guarantee the Borrower or Obligations of any Guarantor or Loan Party under the Loan Documents or
(b2) any Loan Party to create, incur, assume or suffer to exist Liens on its property of such Person for the benefit of the Lenders with respect to the Facilities and securing the Obligations or under the Loan Documents; provided provided, that the foregoing clauses (a1) and (b2) shall not apply to Contractual Obligations which that:
(a) (i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (yii) to the extent Contractual Obligations permitted by clause (xi) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, ;
(iii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the Borroweror (ii) acquired in connection with a Permitted Investment, so long as as, in each case, such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or the consummation of the Borrower, such Permitted Investment;
(iiic) represent Indebtedness of a Restricted Subsidiary of the Borrower which that is not a Loan Party which is permitted by Section 7.03, Party;
(ivd) are customary restrictions that arise in connection with (i) any Disposition Lien permitted by Section 7.04 7.01(1), (5)(b), (16), (17), (18)(a), (18)(b), (21), (22), (23), (24), (25), (26), (27), (29), (30) or 7.05 (31) and relate to the property subject to such Lien or (ii) any Disposition pending consummation of such Disposition solely with respect to the assets or Person (including Equity Interests) subject to such Disposition, ;
(ve) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 Joint Ventures and applicable solely to such joint venture Joint Venture entered into in the ordinary course of business, ;
(vif) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 7.03, but solely only to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness, Indebtedness (viiand excluding in any event any Indebtedness constituting any Junior Financing) and the proceeds and products thereof;
(g) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, ;
(viiih) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e7.03(3), (g) 7), (9), (15)(a), or (m20) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, ;
(ixi) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, ;
(xj) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, ;
(xik) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ;
(xiil) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or Section 7.01;
(xiiim) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder;
(n) apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over the Borrower or any Restricted Subsidiary; or
(o) customary restrictions contained in Indebtedness permitted to be incurred pursuant to Section 7.03, so long as no Restricted Subsidiary of the Borrower is restricted from (i) paying dividends or distributions to, or from repaying loans or transferring assets to, the Borrower and (ii) Guaranteeing the Obligations of a Loan Party or from creating, incurring, assuming or suffering to exist Liens on property of such Restricted Subsidiary for the benefit of the Lenders and the Obligations under the Loan Documents.
Appears in 3 contracts
Samples: Credit Agreement (Impax Laboratories Inc), Credit Agreement (Press Ganey Holdings, Inc.), Credit Agreement (Impax Laboratories Inc)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) any Restricted Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments Payments, intercompany loans or other advances to the Borrower or any Guarantor or (b) the Borrower or any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders Secured Parties with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by preceding clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual ObligationObligation in any material respect, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Subsidiary of the BorrowerRestricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary; provided, further, that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary of the Borrowerpursuant to Section 6.14, (iii) represent Indebtedness of a Restricted Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.03, (iv) are customary restrictions that arise in connection with (x) any Lien permitted by Sections 7.01(b), (i) (j), (l), (m), (p), (s), (t)(i), (t)(ii), (u) and (z) and relate to the property subject to such Lien or (y) any Disposition permitted by Section 7.04 or 7.05 and relate applicable pending such Disposition solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of businessventure, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, (vii) are customary restrictions on in leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to property interests, rights or the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (gh)(A) or (mx) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or or, in the case of Indebtedness incurred pursuant to Section 7.03(h)(A) only, to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) arise in connection with cash or other deposits permitted under Sections Section 7.01 and 7.02 or 7.02, and limited to such cash or deposit or deposits; and (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation obligations or ability to make any payments required hereunder.
Appears in 3 contracts
Samples: Credit Agreement (Bright Horizons Family Solutions Inc.), Credit Agreement (Bright Horizons Family Solutions Inc.), Credit Agreement (Bright Horizons Family Solutions Inc.)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that prohibits, restricts, imposes any condition on or limits the ability of (a) any Restricted Subsidiary of the Borrower that is not a Guarantor Loan Party to make Restricted Payments to (directly or indirectly) or to make or repay loans or advances to any Loan Party or to Guarantee the Borrower or Obligations of any Guarantor Loan Party under the Loan Documents or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities Facility and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which that:
(i) (x) exist on the Closing Restatement Effective Date and (to the extent not otherwise permitted by this Section 7.099.9) are listed on Schedule 7.09 9.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, ,
(ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Subsidiary of the BorrowerRestricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, Restricted Subsidiary;
(iii) represent Indebtedness of a Restricted Subsidiary of the Borrower which that is not a Loan Party which that is permitted by Section 7.03, 9.3;
(iv) are customary restrictions that arise in connection with (x) any Lien permitted by Xxxxxxxx 0.0(x), (x), (x), (x), (x), (x), (x), (xx) and (ee) and relate to the property subject to such Lien or (y) any Disposition permitted by Section 7.04 or 7.05 and relate 9.5 applicable pending such Disposition solely to the assets or Person subject to such Disposition, ;
(v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 9.2 and applicable solely to such joint venture entered into in the ordinary course of business, ;
(vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 9.3 but solely to the extent any negative pledge relates to the property financed by or the subject of such IndebtednessIndebtedness (and excluding in any event any Indebtedness constituting any Junior Financing) and the proceeds and products thereof and, in the case of the First Lien Term Facility, the Second Lien Term Facility and any Permitted Refinancing thereof, permit the Liens securing the Obligations without restriction (subject to the Intercreditor Agreement);
(vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, ;
(viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(eSections 9.3(e), (gm)(i), (r) or (mv) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, ;
(ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, ;
(x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, ;
(xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ;
(xii) are customary restrictions contained in the First Lien Term Facility Credit Agreement, the First Lien Term Facility Documentation, the Second Lien Term Facility Credit Agreement, the Second Lien Term Facility Documentation and any Permitted Refinancing of any of the foregoing;
(xiii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or Section 9.1;
(xiiixiv) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Restatement Effective Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) 9.3 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder; or
(xv) apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over any Restricted Subsidiary’s status (or the status of any Subsidiary of such Restricted Subsidiary) as a Captive Insurance Subsidiary.
Appears in 3 contracts
Samples: Credit Agreement (BJ's Wholesale Club Holdings, Inc.), Credit Agreement (BJ's Wholesale Club Holdings, Inc.), Credit Agreement (BJ's Wholesale Club Holdings, Inc.)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of of:
(a) any Restricted Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or Guarantor; or
(b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan DocumentsObligations; provided that the foregoing clauses (aSections 7.09(a) and (b) shall not apply to Contractual Obligations which which:
(i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing (taken as a whole) does not materially expand the scope of such Contractual Obligation, Obligation (as determined in reasonable good faith by the Borrower);
(ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Subsidiary of the BorrowerRestricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary; provided, that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary of the Borrower, pursuant to Section 6.14;
(iii) represent Indebtedness of a Restricted Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.037.03 and which does not apply to any Loan Party;
(iv) are customary restrictions (as determined in reasonable good faith by the Borrower) that arise in connection with (x) any Lien permitted by Sections 7.01(a), (ivb), (i), (j), (k), (l), (p), (q), (r), (s), (u), (v), (w), (z), (aa), (cc), (dd), (ee), (gg), (hh), (ii), (jj) and (kk) and relate to the property subject to such Lien or (y) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, ;
(v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture and its equity entered into in the ordinary course of business, ;
(vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to (i) the property financed by such IndebtednessIndebtedness and the proceeds, accessions and products thereof or (ii) the property secured by such Indebtedness and the proceeds, accessions and products thereof so long as the agreements governing such Indebtedness permit the Liens securing the Obligations;
(vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the property interest, rights or the assets subject thereto, ;
(viii) comprise restrictions imposed by any agreement relating to (x) secured Indebtedness permitted pursuant to Section 7.03(eSections 7.03(b), (e), (g) or and (mn)(i) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or (y) Indebtedness permitted pursuant to Section 7.03(g), to the extent that such restrictions apply only to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, ;
(ix) are customary provisions restricting subletting subletting, transfer or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, ;
(x) are customary provisions restricting assignment or transfer of any agreement (including any hotel management agreement) entered into in the ordinary course of business, ;
(xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ;
(xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or deposit;
(xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder;
(xiv) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(xv) are restrictions regarding licensing or sublicensing by the Borrower and the Restricted Subsidiaries of intellectual property in the ordinary course of business;
(xvi) are restrictions contained in the Senior Notes Debt Documents and documents otherwise governing Indebtedness permitted pursuant to Section 7.03(v); and
(xvii) are restrictions on xxxx xxxxxxx money deposits in favor of sellers in connection with acquisitions not prohibited hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Playa Hotels & Resorts N.V.), Restatement Agreement (Playa Hotels & Resorts N.V.)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document):
(a) that limits the ability of (a) any Subsidiary of the Borrower that is not a Guarantor (x) to make Restricted Payments Payments, loans or advances to the Borrower or any Guarantor or (by) any Loan Party to create, incur, assume or suffer to exist Liens on transfer property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations Borrower or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to any Guarantor, except for any Contractual Obligations which Obligations:
(i) that arise in connection with any Disposition permitted pursuant to Section 7.05 and relating solely to the assets or Person subject to such Disposition,
(xii) exist that are customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in leases, licenses, conveyances, sales contracts and other agreements (provided that such restrictions are limited to the agreement itself or the property or assets secured by such Liens or the property or assets subject to such leases, licenses, conveyances, sales contracts or agreements, as the case may be),
(iii) that are in effect in effect or committed (i) on the Closing Date date hereof and (to the extent not otherwise permitted by this Section 7.09) are listed set forth on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Subsidiary at the time such any Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (iii) represent Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.03, ,
(iv) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, (v) that are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 7.03 and applicable solely to such joint venture entered into venture,
(v) that are contained in the ordinary course of business, agreements governing Indebtedness incurred by Foreign Subsidiaries in compliance with Section 7.02 and that are applicable only to such Foreign Subsidiary and its Subsidiaries,
(vi) that are contained in any document, agreement or instrument governing or relating to any Lien permitted under Section 7.01 (other than Section 7.01(a)) or Section 7.15 of this Agreement, provided in each case that any such restriction relates only to the assets or property subject to such Lien, and
(vii) that are set forth in any agreement evidencing any permitted amendments, restatements, supplements, modifications, extensions, renewals and replacements of the agreements described in clause (iii) so long as such amendment restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the scope of any restriction or condition contained therein;
(b) that limits the ability of any Domestic Subsidiary to Guarantee the Obligations, or
(c) that limits the ability of the Borrower or any Domestic Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders to secure the Obligations; provided, however, that this clause (c) shall not prohibit
(i) any negative pledges and restrictions on Liens pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.03 but 7.02(o) solely to the extent any such negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or (m) and to the extent that such restrictions apply only to the property or assets securing of such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, and any proceeds thereof,
(ixii) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in connection with any Disposition permitted pursuant to Section 7.05 and relating solely to the ordinary course assets or Person subject to such Disposition,
(iii) restrictions by reason of businesscustomary provisions restricting assignments, (xi) are restrictions on cash subletting, sublicensing, pledging or other deposits imposed transfers contained in leases, licenses, conveyances, sales contracts and other agreements (provided that such restrictions are limited to the agreement itself or the property or assets secured by customers such Liens or the property or assets subject to such leases, licenses, conveyances, sales contracts or agreements, as the case may be),
(iv) any restriction pursuant to any document, agreement or instrument set forth on Schedule 7.09,
(v) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under contracts Section 7.01 (other than Section 7.01(a)) or Section 7.15 of this Agreement, provided in each case that any such restriction relates only to the assets or property subject to such Lien,
(vi) any agreement which was in effect or committed at the time any Subsidiary becomes a Domestic Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Domestic Subsidiary of the ordinary course of business, Borrower,
(xiivii) arise customary provisions in connection with cash or joint venture agreements and other deposits permitted under Sections 7.01 and 7.02 and limited similar agreements applicable to such cash or deposit or (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and joint ventures permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financingand applicable solely to such joint venture, and, in each case, any Permitted Refinancing in respect thereof
(viii) that areare set forth in any agreement evidencing any permitted amendments, taken as a wholerestatements, in the good faith judgment supplements, modifications, extensions, renewals and replacements of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries than customary market terms for Indebtedness of such type agreements described in clauses (and, in any event, are no more restrictive than the restrictions contained in this Agreement), iv) and (vi) so long as such amendment restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the Borrower shall have determined in good faith that such restrictions will not affect its obligation scope of any restriction or ability to make any payments required hereundercondition contained therein.
Appears in 2 contracts
Samples: Credit Agreement (Kinetic Concepts Inc /Tx/), Credit Agreement (Kinetic Concepts Inc)
Burdensome Agreements. The Except as provided herein or in any other Loan Document, any document with respect to any Incremental Equivalent Debt and/or in any agreement with respect to any refinancing, renewal or replacement of any such Indebtedness that is permitted by Section 6.01, the Borrower shall not, nor shall the Borrower it permit any of its Restricted Subsidiaries to, enter into or permit cause to exist any Contractual Obligation agreement (other than this Agreement or any other Loan Documentsuch agreement, a “Burdensome Agreement”) that limits restricting the ability of (a) any Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or (b) any Loan Party to create, incur, assume permit or suffer xxxxx x Xxxx on any of its properties or assets to exist Liens on property of such Person for secure the benefit Secured Obligations (after giving effect to the applicable anti-assignment provisions of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses UCC and/or any other applicable Requirement of Law), except restrictions:
(a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, governing (iii) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (iii) represent Indebtedness of a Restricted Subsidiary of the Borrower which that is not a Loan Party which is permitted by Section 7.036.01, (ivii) arise in connection with any Disposition Indebtedness permitted by Section 7.04 or 7.05 and relate solely 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the assets or Person subject intended to secure such DispositionIndebtedness and (iii) Indebtedness permitted pursuant to clauses (j), (vm), (p) are (as it relates to Indebtedness in respect of clauses (a), (m), (u), (w), (y), (z) and/or (jj) of Section 6.01), (u), (w), (y), (z), (ii) and/or (jj) of Section 6.01;
(b) arising under customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, ;
(vic) that are negative pledges and restrictions on Liens in favor or were created by virtue of any holder Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any assets or Capital Stock not otherwise prohibited under this Agreement;
(d) that are assumed in connection with any acquisition of property or the Capital Stock of any Person, so long as the relevant encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired and was not created in connection with or in anticipation of such acquisition;
(e) set forth in any agreement for any Disposition of any Restricted Subsidiary (or all or substantially all of the assets thereof) that restricts the payment of dividends or other distributions or the making of cash loans or advances by such Restricted Subsidiary pending such Disposition;
(f) set forth in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis;
(g) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements;
(h) on Cash, other deposits or net worth or similar restrictions imposed by any Person under any contract entered into in the ordinary course of business or for whose benefit such Cash, other deposits or net worth or similar restrictions exist;
(i) set forth in documents which exist on the Closing Date;
(j) arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Closing Date if the relevant restrictions, taken as a whole, are not materially less favorable to the Lenders than the restrictions contained in this Agreement, taken as a whole (as determined in good faith by the Borrower);
(k) arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit;
(l) arising in any Hedge Agreement and/or any agreement or arrangement relating to any Banking Services and/or any other obligation of the type permitted under Section 7.03 but solely 6.01(f);
(m) relating to any asset (or all of the extent assets) of and/or the Capital Stock of the Borrower and/or any negative pledge relates Restricted Subsidiary which is imposed pursuant to an agreement entered into in connection with any Disposition of such asset (or assets) and/or all or a portion of the property financed Capital Stock of the relevant Person that is permitted or not restricted by such Indebtedness, this Agreement or that would result in the occurrence of the Termination Date;
(viin) are customary restrictions on leases, subleases, licenses set forth in any agreement relating to any Permitted Lien that limits the right of the Borrower and/or any Restricted Subsidiary to Dispose of or asset sale agreements otherwise permitted hereby so long as such restrictions relate to encumber the assets subject thereto, ;
(viiio) comprise restrictions imposed by any agreement customary subordination and/or subrogation provisions set forth in guaranty or similar documentation (not relating to secured Indebtedness permitted pursuant to Section 7.03(e), (gfor borrowed money) or (m) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary, (x) are customary provisions restricting assignment of any agreement is entered into in the ordinary course of business, ;
(xip) are restrictions on cash or other deposits imposed by customers under contracts entered into any restriction created in connection with any factoring program implemented in the ordinary course of business, (xii) arise so long as in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited the case of any prohibition on Liens, the relevant restriction relates solely to assets subject to such cash or deposit or factoring program and the Capital Stock of any Person participating in such factoring program; and/or
(xiiiq) comprise restrictions imposed by any agreement governing Indebtedness entered into on amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or after the Closing Date and permitted under Section 7.03 refinancing of any contract, instrument or obligation referred to in clauses (includinga) through (p) above; provided that no such amendment, without limitationmodification, the Senior Notesrestatement, the Senior Unsecured Notes renewal, increase, supplement, refunding, replacement or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a wholerefinancing is, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or any of its Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunderrefinancing.
Appears in 2 contracts
Samples: Credit Agreement (First Watch Restaurant Group, Inc.), Credit Agreement (First Watch Restaurant Group, Inc.)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) any Subsidiary of the Borrower that is not a Guarantor Non-Loan Party to make Restricted Payments to the Borrower (directly or indirectly) or to make or repay loans or advances to any Guarantor Loan Party or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities any Facility and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which that:
(ia) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto date hereof and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement governing or evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not materially expand the scope of such Contractual Obligation, ;
(iib) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes or is designated as a Subsidiary of the BorrowerRestricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, Restricted Subsidiary;
(iiic) represent are imposed by agreements governing or evidencing Indebtedness of a Subsidiary of the Borrower which is not a Non-Loan Party which that is permitted by Section 7.03;
(d) are required, by or pursuant to, applicable Laws and/or imposed by a Governmental Authority or pursuant to any enforcement action by any Governmental Authority;
(ive) are customary restrictions that arise in connection with (x) any Lien permitted by Xxxxxxxx 0.00(x), (x), (x), (x), (x), (x), (x), (x), (x), (x), (x), (x), (xx), (bb), (dd), (ee), (ff), (gg), (hh), (ii), (jj), (mm), or (nn) or any document in connection therewith; provided that such restriction relates only to the property subject to such Lien or (y) any Disposition permitted by Section 7.04 or 7.05 and relate applicable pending such Disposition solely to the assets or Person subject to such Disposition, ;
(vf) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures Joint Ventures and non-Wholly Owned Subsidiaries permitted under Section 7.02 and applicable solely to such joint venture Person entered into in the ordinary course of business, ;
(vig) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the specific property financed by or the subject of such Indebtedness, Indebtedness and the proceeds and products thereof;
(viih) are customary restrictions on leases, subleases, licenses licenses, sublicenses, Equity Interests, or asset sale agreements and other similar agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, ;
(viiii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(eSections 7.03(b), (c), (e), (g), (h), (k), (m), (n), (o)(i), (p), (q), (r), (s), (t), (u) or (m) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, y);
(ixj) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, ;
(xk) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, ;
(xil) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ;
(xiim) are customary restrictions in any documentation governing any Incremental Equivalent Debt or any Refinancing Equivalent Debt;
(n) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or Section 7.01;
(xiiio) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, at the time such agreement is entered into, taken as a whole, in the good faith judgment of the Borrower, no not materially more restrictive with respect to the Borrower or any of its Subsidiaries Restricted Subsidiary than (x) customary market terms for Indebtedness of such type or (and, in any event, are no more restrictive than y) the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability of the Loan Parties to make any payments or grant any Liens required hereunder;
(p) apply by reason of any applicable Laws or are required by any Governmental Authority having jurisdiction over the Borrower’s or any Restricted Subsidiary’s status (or the status of any Subsidiary of such Restricted Subsidiary) as a Captive Insurance Subsidiary;
(q) are contracts or agreements for the sale or Disposition of assets, including any restriction with respect to a Subsidiary imposed pursuant to an agreement entered into for the sale or Disposition of the Equity Interests or assets of such Subsidiary;
(r) comprise restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; or
(s) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (r) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are (x) permitted hereunder or under any other Loan Document, (y) on customary market terms for contracts, obligations or instruments of such type or (z) in the good faith judgment of the Borrower, no more restrictive in any material respect with respect to such restrictions than those contained in such contracts, instruments or obligations prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Samples: Credit Agreement (GFL Environmental Inc.), Credit Agreement (GFL Environmental Holdings Inc.)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that that:
(a) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; or
(b) limits the ability (i) of (a) any Non-Xxxxxxx Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to the Borrower or any Guarantor other than customary restrictions required in connection with (bx) financings permitted by this Agreement, the limitations of which are no more restrictive than the corresponding limitations applicable to the Borrower hereunder, and (y) Dispositions permitted by this Agreement and which limitations cover only such assets or Person(s) which are the subject matter of such Dispositions and, prior to such Disposition, permit the Liens granted under the Loan Documents therein, (ii) of any Loan Party Restricted Subsidiary to Guarantee the Indebtedness of the Borrower, or (iii) of the Borrower or any Non-Xxxxxxx Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan DocumentsPerson; provided provided, however, that the foregoing clauses this clause (a) and (biii) shall not apply to Contractual Obligations which prohibit:
(iA) a negative pledge contained in either (x) exist Indebtedness of any Non-Xxxxxxx Subsidiary as of the date it becomes a Non-Xxxxxxx Subsidiary of the Borrower in any transaction otherwise permitted hereunder or (y) Indebtedness outstanding on the Closing Date date hereof and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth 8.03, in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness each case so long as such modification, replacement, renewal, extension or refinancing provision does not expand the scope of such Contractual Obligation, impair or conflict with any Security Instrument or with Section 7.12 hereof;
(iiB) are binding provisions limiting Liens on a Subsidiary at the time such Subsidiary first becomes a Subsidiary property of the Borrower, so long MSH Trusts as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (iii) represent Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.03, (iv) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into may be contained in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor terms of any holder of Indebtedness permitted under Section 7.03 but 8.03(g) or 8.03(i);
(C) provisions limiting Liens on property as may be contained in the terms of any Indebtedness permitted under Section 8.03(e) and (n) solely to the extent any negative pledge such limitations relates to the property financed by or the subject of such Indebtedness;
(D) provisions limiting Liens on property, (vii) are customary restrictions and only on leasessuch property, subleases, licenses or asset sale agreements otherwise subject to a prior Lien permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to under Section 7.03(e8.01(d), (g) or e), (mf), (h), (j), (k) and to the extent that (l); and
(E) such restrictions apply only to the property provisions as may be contained in any refinancing or assets securing such replacing Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including8.03, without limitation, provided that the Senior Notes, terms of such provisions shall be no less favorable to the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken Administrative Agent and the Lenders as a whole, were contained in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower Indebtedness being refinanced or any of its Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunderreplaced.
Appears in 2 contracts
Samples: Credit Agreement (Walter Industries Inc /New/), Credit Agreement (Walter Industries Inc /New/)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of of:
(a) any Subsidiary of the Borrower that is not a Guarantor Non-Loan Party to make Restricted Payments to the Borrower or any Guarantor or Loan Party or
(b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which which
(i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on in Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, ,
(ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, ,
(iii) represent Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is are customary restrictions that arise in connection with (x) any Lien permitted by Section 7.03Sections 7.01(k), (ivl), (p), (q), (r)(i), (r)(ii), (s) and (ee) and relate to the property subject to such Lien or (y) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, ,
(viv) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures constituting Permitted Investments or otherwise permitted under Section 7.02 7.06 and applicable solely to such joint venture entered into in the ordinary course of business, venture,
(viv) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, Indebtedness and the proceeds and products thereof,
(viivi) are customary restrictions on leases, subleases, licenses licenses, cross-licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the property interest, rights or the assets subject thereto, ,
(viiivii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or ), (mn)(i) and (u) to the extent that such restrictions apply only to the property or assets securing such Indebtedness or or, in the case of Section 7.03(g), to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, ,
(ixviii) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, ,
(xix) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, ,
(xix) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ,
(xiixi) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 or the definition of Permitted Investments, and limited to such cash or deposit or deposits, and
(xiiixii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement or the First Lien Credit Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.
Appears in 2 contracts
Samples: Second Lien Credit Agreement (Portillo's Inc.), Second Lien Credit Agreement (Portillo's Inc.)
Burdensome Agreements. The Borrower Holdings shall not, nor shall the Borrower Holdings permit any of its Restricted Subsidiaries to, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) any Restricted Subsidiary of the Borrower that is not a Guarantor Holdings to make Restricted Payments to the Borrower Holdings or any Guarantor of its Restricted Subsidiaries or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which which:
(ia) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations limitations permitted by preceding clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does is not expand (taken as a whole) materially less favorable to the scope of such Contractual Obligation, Lenders;
(iib) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the BorrowerHoldings, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, Holdings; provided that this clause (iiib) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 6.14;
(c) represent Indebtedness of a Restricted Subsidiary of the Borrower Holdings which is not a Loan Party which is permitted by Section 7.03, ;
(ivd) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, ;
(ve) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, venture;
(vif) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, ;
(viig) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, ;
(viiih) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or (mr) and (to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, ;
(ixi) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary, Restricted Subsidiaries;
(xj) are customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business, ;
(xik) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ;
(xiil) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or deposit;
(xiiim) comprise restrictions imposed by any agreement governing evidencing any (i) Indebtedness entered into on or after permitted pursuant to Section 7.03(s) to the Closing Date extent that such restrictions (taken as a whole) are no more onerous to Holdings and permitted under Section 7.03 its Restricted Subsidiaries than those contained in this Agreement and the other Loan Documents and (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any ii) Permitted Refinancing Notes to the extent that such restrictions (taken as a whole) are on customary and market terms for similar notes offerings and in respect thereofany event are no more onerous to Holdings and its Restricted Subsidiaries than those restrictions contained in this Agreement and the other Loan Documents; and
(n) any amendments, modifications, restatements or renewals of the agreements, contracts or instruments referred to in clause (a) through (m) above, provided that aresuch amendments, modifications, restatements or renewals, taken as a whole, in the good faith judgment of the Borrower, no are not materially more restrictive with respect to the Borrower such encumbrances or any of its Subsidiaries restrictions than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions those contained in this Agreement)such predecessor agreements, so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation contracts or ability to make any payments required hereunderinstruments.
Appears in 2 contracts
Samples: Credit Agreement (Styron Canada ULC), Credit Agreement (Trinseo S.A.)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries toDirectly or indirectly, enter into or permit to exist any Contractual Obligation (other than this Agreement that prohibits, in whole or any other Loan Document) that limits the ability of in part, (a) any wholly-owned Subsidiary of the Borrower that is not a Guarantor to make making Restricted Payments to the Borrower or any Guarantor or other Credit Party, (b) any Loan wholly-owned Subsidiary (other than an Excluded Subsidiary) transferring assets or properties to the Borrower or any other Credit Party, (c) any wholly-owned Domestic Subsidiary of the Borrower (other than an Excluded Subsidiary) Guaranteeing any Obligations or (d) any Credit Party to createcreating, incurincurring, assume assuming or suffer suffering to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which any (i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual ObligationUnencumbered Property, (ii) are binding on the Equity Interests in any Direct Owner of any Unencumbered Property or in any Indirect Owner of a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, Direct Owner thereof or (iii) represent Indebtedness of a Subsidiary the right to any income from any of the Borrower which is not a foregoing to secure the Obligations, other than (x) any Loan Party which is permitted by Section 7.03Document, (ivy) arise pursuant to any Permitted Pari Passu Provision, and (z) as required by or pursuant to applicable Law; provided, that (i) clause (b) of this Section 7.11 shall not prohibit limitations or restrictions contained in connection with (A) any Disposition agreement governing purchase money Liens or capital lease obligations otherwise permitted by Section 7.04 under this Agreement (in which case, any prohibition or 7.05 and relate solely to limitation shall only be effective against the assets or Person subject to such Dispositionfinanced thereby), (vB) are customary provisions in joint venture agreements rights of first refusal, rights of first offer, purchase options and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in rights that do not materially detract from the ordinary course value of businessthe property subject thereto, (viC) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby and sublicenses, in each case so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) thereto or (mD) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary, (x) are customary provisions restricting assignment of any agreement (including, without limitation, any such provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, sublicenses or similar agreement) entered into in the ordinary course of business; (ii) clauses (a), (xib) are restrictions on cash and (d) of this Section 7.11 shall not prohibit any agreement relating to the sale or any other Disposition of any Subsidiary or any assets pending such sale or other deposits imposed by customers under contracts entered into Disposition, provided that, in any such case, such restrictions apply only to the ordinary course Subsidiary or the assets that are the subject of businesssuch sale or other Disposition and such sale or other Disposition is permitted hereunder; (iii) clauses (a), (xiib) arise and (c) of this Section 7.11 shall not prohibit, limitations or restrictions provided in connection with cash or other deposits permitted under Sections 7.01 favor of any holder of Secured Debt that is owed to a non-Affiliate of the Borrower and 7.02 and limited to such cash or deposit or (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and that is permitted under Section 7.03 (including, without limitation, provided that any Negative Pledge thereunder shall only be effective against the Senior Notes, assets or property securing such Indebtedness or the Senior Unsecured Notes or Equity Interests in any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment owner of the Borrower, no more restrictive with respect to assets or property securing such Indebtedness or in any indirect owner (other than the Borrower or any of its Subsidiaries than customary market terms for Indebtedness other Credit Party) of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreementowner), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.
Appears in 2 contracts
Samples: Term Loan and Guaranty Agreement (Care Capital Properties, Inc.), Credit and Guaranty Agreement (Care Capital Properties, Inc.)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) any Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments Payments, intercompany loans or other advances to the any Borrower or any Guarantor or (b) any Borrower or any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders Secured Parties with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by preceding clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual ObligationObligation in any material respect, (ii) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the BorrowerSubsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the BorrowerSubsidiary, (iii) represent Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.03, (iv) are customary restrictions that arise in connection with (x) any Lien permitted by Sections 7.01(j), (l), (m), (s), (t)(i), (t)(ii), (u) and (aa) and relate to the property subject to such Lien or (y) any Disposition permitted by Section 7.04 or 7.05 and relate applicable pending such Disposition solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of businessventure, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such IndebtednessIndebtedness (and excluding in any event any Indebtedness constituting any Junior Financing), (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to property interests, rights or the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) g)(A), or (mv) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or or, in the case of Indebtedness incurred pursuant to Section 7.03(g)(A) only, to the Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the any Borrower or any Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) arise in connection with cash or other deposits permitted under Sections Section 7.01 and 7.02 or 7.02, and limited to such cash or deposit or deposits; and (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the BorrowerCompany, no more restrictive with respect to the Borrower Company or any of its Subsidiaries Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower Company shall have determined in good faith that such restrictions will not affect its obligation obligations or ability to make any payments required hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Bloomin' Brands, Inc.), Credit Agreement (Bloomin' Brands, Inc.)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation that (other than this Agreement or any other Loan Documentx) that limits the ability of the Borrower or any Guarantor to create, incur, assume or suffer to exist any Lien upon any of its property to secure the Obligations hereunder or (ay) limits the ability of any Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or (b) any Loan Party to create, incur, assume or suffer to exist Liens on otherwise transfer property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations Borrower or under the Loan Documentsany Guarantor; provided provided, however, that the foregoing clauses (a) and (b) clause shall not apply to Contractual Obligations which which:
(ia) solely in the case of clause (xy) of this Section 7.12, exist on the Closing Date date hereof and (to the extent not otherwise permitted by this Section 7.097.12) are listed on Schedule 7.09 hereto and 7.12 as of the Seventh Amendment Effective Date;
(y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (iib) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, ;
(iiic) arise in connection with any Lien permitted by Section 7.01(i) to the extent such restrictions relate to the assets (and any proceeds in respect thereof) which are the subject of such Lien;
(d) represent Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.03, 7.03 (ivother than secured Indebtedness permitted by Section 7.03(k)); provided that such restrictions (i) apply solely to Restricted Subsidiaries that are not Guarantors or (ii) are no more restrictive than the limitations (taken as a whole) set forth in the Loan Documents and do not materially impair the Borrower’s ability to grant the security interests to the Collateral Trustee contemplated by the Loan Documents or pay the Obligations under the Loan Documents as and when due (as reasonably determined in good faith by the Borrower) ;
(e) [reserved];
(f) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely with respect to the assets or Person that are the subject to of such Disposition, ;
(vg) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in or the ordinary course of business, Equity Interests therein (vi) are negative pledges and restrictions on Liens in favor of but excluding any holder of Indebtedness permitted under Section 7.03 but solely such agreement related to the extent Gibraltar Holdings or any negative pledge relates to the property financed by such Indebtedness, Specified Subsidiary);
(viih) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, ;
(viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or (m) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, (ixi) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, ;
(xj) are customary provisions restricting assignment limitations (including financial maintenance covenants) existing under or by reason of any agreement leases entered into in the ordinary course of business, ;
(xik) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ;
(xiil) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or are customary provisions restricting assignment of any agreements;
(xiiim) comprise are restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, relating to any Permitted Refinancing Securitization Program to the extent that such restrictions relate to the assets (and any proceeds in respect thereof) that areare the subject of such Permitted Securitization Program; or
(n) are set forth in any agreement evidencing an amendment, taken as a wholemodification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the Contractual Obligations referred to in clauses (a) through (m) above; provided, that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, no more restrictive not materially less favorable to the Loan Party with respect to the Borrower such limitations than those applicable pursuant to such Contractual Obligations prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or any of its Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunderrefinancing.
Appears in 2 contracts
Samples: Credit Agreement (Peabody Energy Corp), Credit Agreement (Peabody Energy Corp)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that that:
(a) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; or
(b) limits the ability (i) of (a) any Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to the Borrower or any Guarantor, other than customary restrictions required in connection with financings permitted by this Agreement, the limitations of which are no more restrictive than the corresponding limitations applicable to the Borrower hereunder, (bii) of any Loan Party Restricted Subsidiary to Guarantee the Indebtedness of the Borrower, or (iii) of the Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan DocumentsPerson; provided provided, however, that the foregoing clauses this clause (a) and (biii) shall not apply to Contractual Obligations which prohibit:
(iA) a negative pledge contained in either (x) exist on Indebtedness of any Subsidiary as of the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Subsidiary at the time such Subsidiary first date it becomes a Subsidiary of the BorrowerBorrower in any transaction otherwise permitted hereunder or (y) Indebtedness outstanding on the date hereof and listed on Schedule 8.03, in each case so long as such Contractual Obligations were provision does not entered into solely in contemplation of such Person becoming a Subsidiary impair or conflict with any Security Instrument or with Section 7.12 hereof;
(B) provisions limiting Liens on property of the Borrower, (iii) represent Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.03, (iv) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into MSH Trusts as may be contained in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor terms of any holder of Indebtedness permitted under Section 7.03 but 8.03(g) or 8.03(i);
(C) provisions limiting Liens on property as may be contained in the terms of any Indebtedness permitted under Section 8.03(e), (l) and (m) solely to the extent any negative pledge such limitations relates to the property financed by or the subject of such Indebtedness;
(D) provisions limiting Liens on property, (vii) are customary restrictions and only on leasessuch property, subleases, licenses or asset sale agreements otherwise subject to a prior Lien permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to under Section 7.03(e8.01(c), (g) or d), (me), (f), (h), (j) and to the extent that (l); and
(E) such restrictions apply only to the property provisions as may be contained in any refinancing or assets securing such replacing Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including8.03, without limitation, provided that the Senior Notes, terms of such provisions shall be no less favorable to the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken Administrative Agent and the Lenders as a whole, were contained in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower Indebtedness being refinanced or any of its Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunderreplaced.
Appears in 2 contracts
Samples: Credit Agreement (Walter Industries Inc /New/), Credit Agreement (Walter Industries Inc /New/)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) any Restricted Subsidiary of the Borrower that is not a Guarantor Loan Party to make Restricted Payments to the Borrower or any Guarantor Loan Party (other than Holdings) or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which that:
(i) (xA) exist on the Closing Specified Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (yB) to the extent Contractual Obligations permitted by clause (xA) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, ,
(ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Subsidiary of the BorrowerRestricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary of the Borrower, pursuant to Section 6.14,
(iii) represent Indebtedness contracts for the sale of a Subsidiary of assets that impose restrictions on the Borrower which is not a Loan Party which is assets to be sold,
(iv) (a) with respect to clause (b) only, arise in connection with any Lien permitted by Section 7.037.01(a), (ivl), (s), (t)(i) or (t)(ii) and relate to the property subject to such Lien or (b) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, 7.05,
(v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, ,
(vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, Indebtedness (and excluding in any event any Indebtedness constituting any Junior Financing or Retained Existing Notes) and the proceeds and products thereof,
(vii) are customary restrictions on provisions contained in any leases, subleases, licenses licenses, sublicenses, LMAs or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, in each case, entered into in the ordinary course of business,
(viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g7.03(h) or 7.03(o)(as limited by the second paragraph of Section 7.03) (mwith respect to non-Loan Parties) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, ,
(ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, ,
(x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, ,
(xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ,
(xii) are customary restrictions contained in the ABL Credit Agreement, the ABL Facility Documentation, the New Senior Notes and any Permitted Refinancing of any of the foregoing,
(xiii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash Section 7.01,
(xiv) are restrictions in any one or deposit or (xiii) comprise restrictions imposed by any agreement more agreements governing Indebtedness entered into on or after the Closing Date and of a Restricted Subsidiary that is not a Loan Party that is permitted under to be incurred by Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing7.03, and
(xv) are customary restrictions contained in the definitive documentation governing any Permitted Alternative Incremental Facilities Indebtedness, in each casePermitted Credit Facilities Refinancing Indebtedness, and any Permitted Refinancing in respect thereof) of any of the foregoing; provided that aresuch restrictions, taken as a whole, in the good faith judgment of the Borrower, no shall not be more restrictive with respect to the Parent Borrower or any of and its Restricted Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained set forth in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Clear Channel Communications Inc), Credit Agreement (Clear Channel Communications Inc)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) any Restricted Subsidiary of the Borrower that is not a Guarantor Loan Party to make Restricted Payments to the Borrower or any Guarantor Loan Party (other than Holdings) or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities Facility and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which that:
(i) (xA) exist on the Closing Specified Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (yB) to the extent Contractual Obligations permitted by clause (xA) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, ,
(ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Subsidiary of the BorrowerRestricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary of the Borrower, pursuant to Section 6.14,
(iii) represent Indebtedness contracts for the sale of a Subsidiary of assets that impose restrictions on the Borrower which is not a Loan Party which is assets to be sold;
(iv) (a) with respect to clause (b) only, arise in connection with any Lien permitted by Section 7.037.01(a), (ivl), (s), (t)(i) or (t)(ii) and relate to the property subject to such Lien or (b) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, 7.05,
(v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, ,
(vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, Indebtedness (and excluding in any event any Indebtedness constituting any Junior Financing or Retained Existing Notes) and the proceeds and products thereof,
(vii) are customary restrictions on provisions contained in any leases, subleases, licenses licenses, sublicenses, LMAs or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, in each case, entered into in the ordinary course of business,
(viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g7.03(g) or 7.03(n)(as limited by the second paragraph of Section 7.03) (mwith respect to non-Loan Parties) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, ,
(ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, ,
(x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, ,
(xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ,
(xii) are customary restrictions contained in the CF Credit Agreement, the CF Facility Documentation, any New Senior Notes, and any Permitted Refinancing of any of the foregoing,
(xiii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash Section 7.01, and
(xiv) are restrictions in any one or deposit or (xiii) comprise restrictions imposed by any agreement more agreements governing Indebtedness entered into on or after the Closing Date and of a Restricted Subsidiary that is not a Loan Party that is permitted under to be incurred by Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder7.03.
Appears in 2 contracts
Samples: Credit Agreement (CC Media Holdings Inc), Credit Agreement (C C Media Holdings Inc)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of of
(a) any Restricted Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or or
(b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses clause (a) and this clause (b) shall not apply to Contractual Obligations which which
(i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule in Section 7.09 hereto of the Confidential Disclosure Letter and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, ,
(ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower; provided, further, that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 6.14,
(iii) represent Indebtedness of a Restricted Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.037.03 and which does not apply to any Loan Party,
(iv) are customary restrictions that arise in connection with (x) any Lien permitted by Sections 7.01(k), (ivl), (p), (q), (r)(i), (r)(ii), (s) and (ee) and relate to the property subject to such Lien or (y) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, ,
(v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, ,
(vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to (i) the property financed by such Indebtedness, Indebtedness and the proceeds and products thereof or (ii) the property secured by such Indebtedness and the proceeds and products thereof so long as the agreements governing such Indebtedness permit the Liens securing the Obligations,
(vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the property interest, rights or the assets subject thereto, ,
(viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or ), (mn)(a), and (u) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or or, in the case of Section 7.03(g), to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, ,
(ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, ,
(x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, ,
(xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ,
(xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or deposit, and
(xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior ABL Credit Agreement, the 2020 Notes, the Senior Unsecured 2021 Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Prestige Brands Holdings, Inc.), Form 8 K
Burdensome Agreements. The Borrower shall not(a) Enter into, nor shall the Borrower permit any of its Subsidiaries to, enter into or permit to exist exist, any Contractual Obligation that (other than this Agreement i) encumbers or any other Loan Document) that limits restricts on the ability of any such Person to (aA) pay dividends or make any Subsidiary of the Borrower that is not a Guarantor other distributions to make Restricted Payments to the Borrower or any Guarantor or (b) any Loan Party on its Capital Stock or with respect to createany other interest or participation in, incuror measured by, assume its profits, (B) pay any Indebtedness or suffer other obligation owed to exist Liens on property any Loan Party, or (C) make loans or advances to any Loan Party or (ii) prohibits or otherwise restricts the existence of such Person any Lien upon the Property, whether now owned or hereafter acquired, of any Material Domestic Subsidiary in favor of the Administrative Agent (for the benefit of the Lenders with respect to Lenders) for the Facilities and purpose of securing the Obligations or under the Loan DocumentsObligations; provided that the foregoing clauses (ai) and (bii) shall not apply to Contractual Obligations which which:
(i1) arise in connection with this Agreement, the other Loan Documents and any Public Indenture;
(2) arise pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.05 pending the consummation of such sale;
(3) are customary restrictions on leases, subleases, licenses or sublicenses or sales otherwise permitted hereby so long as such restrictions relate to the assets subject thereto;
(4) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under this Agreement;
(5) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business;
(6) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business;
(7) relate to cash or other deposits permitted under this Agreement;
(8) (x) exist on the Closing Date date hereof and (to the extent not otherwise permitted by this Section 7.098.09) are listed on Schedule 7.09 8.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, ;
(ii9) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the BorrowerSubsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary;
(10) arise in connection with restrictions and conditions on any Foreign Subsidiary organized under the laws of the BorrowerPeople’s Republic of China or any state or other political subdivision thereof;
(11) arise in connection with any document or instrument governing Indebtedness incurred pursuant to Xxxxxxxx 0.00(x), (iiix), (x), (x), (x), (x), (x), (x), (x), (x) represent or (s), provided that any such restriction contained therein relates only to the asset to which such Indebtedness is related;
(12) arise in connection with any Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.038.03; and
(13) impose (x) restrictions described in clause (i) above, (iv) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or (m) and only to the extent that such restrictions apply do not materially adversely effect the consolidated cash position of the Borrowers and Guarantors or (y) restrictions described in clause (ii) above, but only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith extent that such restrictions will do not affect its obligation or ability materially adversely effect the value of the Collateral granted to make any payments required hereundersecure the Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Armstrong World Industries Inc), Credit Agreement (Armstrong World Industries Inc)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) any Restricted Subsidiary of the Borrower that is not a Guarantor Loan Party to make Restricted Payments to the Borrower or any Guarantor Loan Party (other than Holdings) or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which that:
(i) (xA) exist on the Closing Specified Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (yB) to the extent Contractual Obligations permitted by clause (xA) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, ,
(ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Subsidiary of the BorrowerRestricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary of the Borrower, pursuant to Section 6.14,
(iii) represent Indebtedness contracts for the sale of a Subsidiary of assets that impose restrictions on the Borrower which is not a Loan Party which is assets to be sold;
(iv) (a) with respect to clause (b) only, arise in connection with any Lien permitted by Section 7.037.01(a), (ivl), (s), (t)(i) or (t)(ii) and relate to the property subject to such Lien or (b) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, 7.05,
(v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, ,
(vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, Indebtedness (and excluding in any event any Indebtedness constituting any Junior Financing or Retained Existing Notes) and the proceeds and products thereof,
(vii) are customary restrictions on provisions contained in any leases, subleases, licenses licenses, sublicenses, LMAs or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, in each case, entered into in the ordinary course of business,
(viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g7.03(h) or 7.03(o)(as limited by the second paragraph of Section 7.03) (mwith respect to non-Loan Parties) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, ,
(ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, ,
(x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, ,
(xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ,
(xii) are customary restrictions contained in the ABL Credit Agreement, the ABL Facility Documentation, the New Senior Notes, and any Permitted Refinancing of any of the foregoing,
(xiii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash Section 7.01, and
(xiv) are restrictions in any one or deposit or (xiii) comprise restrictions imposed by any agreement more agreements governing Indebtedness entered into on or after the Closing Date and of a Restricted Subsidiary that is not a Loan Party that is permitted under to be incurred by Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder7.03.
Appears in 2 contracts
Samples: Credit Agreement (Clear Channel Communications Inc), Credit Agreement (C C Media Holdings Inc)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that prohibits, restricts, imposes any condition on or limits the ability of (a) any Restricted Subsidiary of the Borrower that is not a Guarantor Loan Party to make Restricted Payments to (directly or indirectly) or to make or repay loans or advances to any Loan Party or to Guarantee the Borrower or Obligations of any Guarantor Loan Party under the Loan Documents or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities Facility and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which that:
(i) (x) exist on the Closing Date date hereof and (to the extent not otherwise permitted by this Section 7.099.9) are listed on Schedule 7.09 9.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, ,
(ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Subsidiary of the BorrowerRestricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, Restricted Subsidiary,
(iii) represent Indebtedness of a Restricted Subsidiary of the Borrower which that is not a Loan Party which that is permitted by Section 7.03, 9.3,
(iv) are customary restrictions that arise in connection with (x) any Lien permitted by Sections 9.1(a), (m), (s), (t), (w), (x) and (dd) and relate to the property subject to such Lien or (y) any Disposition permitted by Section 7.04 or 7.05 and relate 9.5 applicable pending such Disposition solely to the assets or Person subject to such Disposition, ,
(v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 9.2 and applicable solely to such joint venture entered into in the ordinary course of business, ,
(vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 9.3 but solely to the extent any negative pledge relates to the property financed by or the subject of such IndebtednessIndebtedness (and excluding in any event any Indebtedness constituting any Junior Financing) and the proceeds and products thereof and, in the case of the Term Facility and any Permitted Refinancing thereof, permit the Liens securing the Obligations without restriction (subject to the Intercreditor Agreement),
(vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, ,
(viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(eSections 9.3(e), (gm)(i), (p), (r) or (mv) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, ,
(ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, ,
(x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, ,
(xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ,
(xii) are customary restrictions contained in the Term Facility Credit Agreement, the Term Facility Documentation, the Senior Notes Indenture and the Senior Notes and any Permitted Refinancing of any of the foregoing,
(xiii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or Section 9.1, or
(xiiixiv) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Effective Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) 9.3 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Chinos Holdings, Inc.), Credit Agreement (J Crew Group Inc)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) any Subsidiary of the Borrower that is not a Guarantor Non-Loan Party to make Restricted Payments to the Borrower (directly or indirectly) or to make or repay loans or advances to any Guarantor Loan Party or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities any Facility and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which that:
(ia) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto date hereof and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement governing or evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not materially expand the scope of such Contractual Obligation, ;
(iib) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes or is designated as a Subsidiary of the BorrowerRestricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, Restricted Subsidiary;
(iiic) represent are imposed by agreements governing or evidencing Indebtedness of a Subsidiary of the Borrower which is not a Non-Loan Party which that is permitted by Section 7.03;
(d) are required, by or pursuant to, applicable Laws and/or imposed by a Governmental Authority or pursuant to any enforcement action by any Governmental Authority;
(ive) are customary restrictions that arise in connection with (x) any Lien permitted by Sexxxxxx 0.00(x), (x), (x), (x), (x), (x), (x), (x), (x), (x), (x), (x), (xx), (bb), (dd), (ee), (ff), (gg), (hh), (ii), (jj), (mm), or (nn) or any document in connection therewith; provided that such restriction relates only to the property subject to such Lien or (y) any Disposition permitted by Section 7.04 or 7.05 and relate applicable pending such Disposition solely to the assets or Person subject to such Disposition, ;
(vf) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures Joint Ventures and non-Wholly Owned Subsidiaries permitted under Section 7.02 and applicable solely to such joint venture Person entered into in the ordinary course of business, ;
(vig) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the specific property financed by or the subject of such Indebtedness, Indebtedness and the proceeds and products thereof;
(viih) are customary restrictions on leases, subleases, licenses licenses, sublicenses, Equity Interests, or asset sale agreements and other similar agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, ;
(viiii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(eSections 7.03(b), (c), (e), (g), (h), (k), (m), (n), (o)(i), (p), (q), (r), (s), (t), (u) or (m) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, y);
(ixj) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, ;
(xk) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, ;
(xil) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ;
(xiim) are customary restrictions in any documentation governing any Incremental Equivalent Debt or any Refinancing Equivalent Debt;
(n) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or Section 7.01;
(xiiio) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, at the time such agreement is entered into, taken as a whole, in the good faith judgment of the Borrower, no not materially more restrictive with respect to the Borrower or any of its Subsidiaries Restricted Subsidiary than (x) customary market terms for Indebtedness of such type or (and, in any event, are no more restrictive than y) the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability of the Loan Parties to make any payments or grant any Liens required hereunder;
(p) apply by reason of any applicable Laws or are required by any Governmental Authority having jurisdiction over the Borrower’s or any Restricted Subsidiary’s status (or the status of any Subsidiary of such Restricted Subsidiary) as a Captive Insurance Subsidiary;
(q) are contracts or agreements for the sale or Disposition of assets, including any restriction with respect to a Subsidiary imposed pursuant to an agreement entered into for the sale or Disposition of the Equity Interests or assets of such Subsidiary;
(r) comprise restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; or
(s) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (r) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are (x) permitted hereunder or under any other Loan Document, (y) on customary market terms for contracts, obligations or instruments of such type or (z) in the good faith judgment of the Borrower, no more restrictive in any material respect with respect to such restrictions than those contained in such contracts, instruments or obligations prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (GFL Environmental Holdings Inc.), Credit Agreement (GFL Environmental Holdings Inc.)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower it permit any of its the Restricted Subsidiaries to, enter into or permit cause to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits agreement restricting the ability of (ax) any Restricted Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments pay dividends or other distributions to the Borrower or any Guarantor other Loan Party, (y) any Restricted Subsidiary to make cash loans or advances to the Borrower or any other Loan Party or (bz) any Loan Party to create, incurpermit or xxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations, assume except restrictions:
(a) contained (i) herein or suffer to exist Liens on property of such Person for the benefit of the Lenders in any other Loan Document or (ii) in any document with respect to any Incremental Equivalent Debt, so long as, in the Facilities and case of this subclause (ii), such restrictions in the Obligations or under documentation evidencing such Indebtedness are no more restrictive, when taken as a whole, than those in effect prior to the Loan Documents; provided that the foregoing clauses (a) and relevant incurrence of such Indebtedness;
(b) shall not apply to Contractual Obligations which (i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (iii) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (iii) represent Indebtedness of a Restricted Subsidiary of the Borrower which that is not a Loan Party which is permitted by Section 7.036.01, (ivii) arise in connection with any Disposition Indebtedness permitted by Section 7.04 or 7.05 and relate solely 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness and the Restricted Subsidiaries or the assets or Person subject intended to secure such DispositionIndebtedness and (iii) Indebtedness permitted pursuant to clauses (m), (vp) (as it relates to Indebtedness in respect of clauses (a), (m), (q), (r), (u), (w) or (z) of Section 6.01), (q), (r), (u), (w) or (z) of Section 6.01, so long as, in the case of this subclause (iii), such restrictions in the documentation evidencing such Indebtedness are no more restrictive, when taken as a whole, than those in effect prior to the relevant incurrence of such Indebtedness;
(c) arising under customary provisions contained in leases, subleases, licenses, sublicenses, joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, ;
(vid) that are negative pledges and restrictions on Liens in favor or were created by virtue of any holder Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any assets or Capital Stock not otherwise prohibited under this Agreement;
(e) that are assumed in connection with any acquisition of Indebtedness permitted under Section 7.03 but property or the Capital Stock of any Person, so long as the relevant encumbrance or restriction relates solely to the extent Person and its Subsidiaries (including the Capital Stock of the relevant Person or Persons) or property so acquired and was not created in connection with or in anticipation of such acquisition;
(f) set forth in any negative pledge relates to agreement for any Disposition of any Restricted Subsidiary (or all or substantially all of the property financed assets thereof) that restricts the payment of dividends or other distributions or the making of cash loans or advances by such IndebtednessRestricted Subsidiary pending such Disposition;
(g) set forth in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis;
(h) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that prohibit or restrict the pledge or transfer of ownership interests in the relevant partnership, limited liability company, joint venture or similar Person;
(viii) are customary restrictions on leasesCash, subleases, licenses other deposits or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise net worth or similar restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or (m) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of Person under any lease governing a leasehold interest of the Borrower or any Subsidiary, (x) are customary provisions restricting assignment of any agreement contract entered into in the ordinary course of businessbusiness or for whose benefit such Cash, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into or net worth or similar restrictions exist;
(j) set forth in documents which exist on the ordinary course of business, Closing Date and were not created in contemplation thereof;
(xiik) arise in connection with cash arising pursuant to an agreement or other deposits instrument relating to any Indebtedness permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or be incurred after the Closing Date and permitted under Section 7.03 (including, without limitation, if the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that arerelevant restrictions, taken as a whole, are not materially less favorable to the Lenders than the restrictions contained in this Agreement, taken as a whole (as determined in good faith by the Borrower);
(l) arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit provided by a Governmental Authority;
(m) arising in any Hedge Agreement or any agreement relating to any Banking Services Obligation;
(n) relating to any asset (or all of the assets) of or the Capital Stock of the Borrower or any Restricted Subsidiary which is imposed pursuant to an agreement entered into in connection with any Disposition of such asset (or assets) or all or a portion of the Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(o) set forth in any agreement relating to any Permitted Lien that limits the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto so long as no such agreement prohibits any Loan Party from creating or granting a Lien on any of its properties or assets to secure the Secured Obligations; and
(p) imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (a) through (o) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or any of its Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunderrefinancing.
Appears in 2 contracts
Samples: Credit Agreement (Victory Capital Holdings, Inc.), Credit Agreement (Victory Capital Holdings, Inc.)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that prohibits, restricts, imposes any condition on or limits the ability of (a) any Restricted Subsidiary of the Borrower that is not a Guarantor Loan Party to make Restricted Payments to (directly or indirectly) or to make or repay loans or advances to any Loan Party or to Guarantee the Borrower or Obligations of any Guarantor Loan Party under the Loan Documents or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities Facility and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which that:
(i) (x) exist on the Closing Date date hereof and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, ,
(ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Subsidiary of the BorrowerRestricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, Restricted Subsidiary,
(iii) represent Indebtedness of a Restricted Subsidiary of the Borrower which that is not a Loan Party which that is permitted by Section 7.03, ,
(iv) are customary restrictions that arise in connection with (x) any Lien permitted by Sections 7.01(a), (l), (m), (s), (t)(i), (t)(ii), (u), (y) and (cc) and relate to the property subject to such Lien or (y) any Disposition permitted by Section 7.04 or 7.05 and relate applicable pending such Disposition solely to the assets or Person subject to such Disposition, ,
(v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, ,
(vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such IndebtednessIndebtedness (and excluding in any event any Indebtedness constituting any Junior Financing) and the proceeds and products thereof and, in the case of the ABL Facilities and any Term Loan Refinancing Debt, permit the Liens securing the Obligations without restriction (subject to the ABL Intercreditor Agreement),
(vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, ,
(viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section Sections 7.03(e), (g), (h), (o)(i), (r) or (mt) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, ,
(ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, ,
(x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, ,
(xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ,
(xii) are customary restrictions contained in the ABL Credit Agreement, the ABL Facilities Documentation, Senior Notes Indenture and the Senior Notes and any Permitted Refinancing of any of the foregoing,
(xiii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or Section 7.01, or
(xiiixiv) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Original Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Chinos Holdings, Inc.), Credit Agreement (J Crew Group Inc)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of of:
(a) any Restricted Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or Parent; or
(b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan DocumentsObligations; provided that the foregoing clauses (aSections 7.09(a) and (b) shall not apply to Contractual Obligations which which:
(i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing (taken as a whole) does not materially expand the scope of such Contractual Obligation, Obligation (as reasonably determined by Parent);
(ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Subsidiary of the BorrowerRestricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary; provided, further, that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary of the Borrower, pursuant to Section 6.14;
(iii) represent Indebtedness of a Restricted Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.037.03 and which does not apply to any Loan Party;
(iv) are customary restrictions (as reasonably determined by Parent) that arise in connection with (x) any Lien permitted by Sections 7.01(a), (ivb), (f), (i), (j)(i), (k), (l), (p), (q), (r)(i), (r)(ii), (s), (u), (v), (w), (z), (aa), (dd), (ee), (gg), (ii), (jj), and (kk) and relate to the property subject to such Lien or (y) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, ;
(v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, and its equity;
(vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to (i) the property financed by such IndebtednessIndebtedness and the proceeds, accessions and products thereof or (ii) the property secured by such Indebtedness and the proceeds, accessions and products thereof so long as the agreements governing such Indebtedness permit the Liens securing the Obligations;
(vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the property interest, rights or the assets subject thereto, ;
(viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(eSections 7.03(b), (e), (g), (n)(i), (u), (w), (y) or and (mbb) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or, in the case of Section 7.03(g) or (u), to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, ;
(ix) are customary provisions restricting subletting subletting, transfer or assignment of any lease governing a leasehold interest of the Borrower Parent or any Restricted Subsidiary, ;
(x) are customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business, ;
(xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ;
(xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or deposit;
(xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of Parent, either (a) no more restrictive than the Borrower, restrictions contained in this Agreement or (b) no more restrictive with respect to the Borrower or Parent or any of its Subsidiaries Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement)type, so long as the Borrower Parent shall have determined in good faith that such restrictions pursuant to this clause (b) will not affect its obligation or ability to make any payments required hereunder;
(xiv) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(xv) are restrictions regarding licensing or sublicensing by Parent and its Restricted Subsidiaries of IP Rights (including customary restrictions on assignment contained in license or sublicense agreements) entered into in the ordinary course of business;
(xvi) are restrictions contained in the First Lien Loan Documents and documents otherwise governing Indebtedness permitted pursuant to Section 7.03(w); and
(xvii) are restrictions on xxxx xxxxxxx money deposits in favor of sellers in connection with acquisitions not prohibited hereunder.
Appears in 2 contracts
Samples: Second Lien Credit Agreement (Global Eagle Entertainment Inc.), Second Lien Credit Agreement (Global Eagle Entertainment Inc.)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits limits, restricts or imposes any condition on the ability (i) of (a) any Restricted Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower Company or any Subsidiary Guarantor or to otherwise transfer property to the Company or any Subsidiary Guarantor, (bii) of any Loan Party Restricted Subsidiary to Guarantee the Indebtedness of the Company or (iii) of the Company or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person for the benefit in favor of the Lenders with respect to the Facilities and the Obligations or under the Loan DocumentsAdministrative Agent; provided provided, however, that the foregoing clauses this clause (a) and (biii) shall not apply to Contractual Obligations which (i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in prohibit any agreement evidencing any permitted modification, replacement, renewal, extension negative pledge incurred or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (iii) represent Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.03, (iv) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens provided in favor of any holder of Indebtedness permitted under Section 7.03 but 7.03(e) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness; provided, further that (x) this Section shall not apply to restrictions or conditions imposed (A) by law, (viiB) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as by the organizational documents of non-Wholly-Owned Subsidiaries to the extent such restrictions relate only apply to actions by, the assets subject theretoof, or Equity Interests in, non-Wholly-Owned Subsidiaries, (viiiC) comprise restrictions imposed by the documents governing the Private Placement Debt, (D) by documents listed on Schedule 7.09 hereto or (E) by any agreement relating to secured Indebtedness documents creating a Lien permitted pursuant to Section 7.03(eunder any of Sections 7.01(a)-(h), (gj)-(n) or (mq), (y) this Section shall not apply to customary restrictions and conditions contained in agreements relating to the extent that sale of a Restricted Subsidiary pending such sale, provided such restrictions and conditions apply only to the property or assets securing Restricted Subsidiary that is sold and such Indebtedness or sale is permitted hereunder, and (z) this Section shall not apply to the Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions in leases and other contracts restricting subletting or the assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Watsco Inc), Credit Agreement (Watsco Inc)
Burdensome Agreements. The Borrower shall not(a) Enter into, nor shall the Borrower permit any of its Subsidiaries to, enter into or permit to exist exist, any Contractual Obligation that (other than this Agreement i) encumbers or any other Loan Document) that limits restricts on the ability of any such Person to (aA) pay dividends or make any Subsidiary of the Borrower that is not a Guarantor other distributions to make Restricted Payments to the Borrower or any Guarantor or (b) any Loan Party on its Capital Stock or with respect to createany other interest or participation in, incuror measured by, assume its profits, (B) pay any Indebtedness or suffer other obligation owed to exist Liens on property any Loan Party or (C) make loans or advances to any Loan Party or (ii) prohibits or otherwise restricts the existence of such Person any Lien upon the Property, whether now owned or hereafter acquired, of any Material Domestic Subsidiary in favor of the Administrative Agent (for the benefit of the Lenders with respect to Lenders) for the Facilities and purpose of securing the Obligations or under the Loan DocumentsObligations; provided provided, however, that the foregoing clauses (ai) and (bii) shall not apply to Contractual Obligations which which:
(i1) arise in connection with this Agreement, the other Loan Documents and any Public Indenture;
(2) arise pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.05 pending the consummation of such sale;
(3) are customary restrictions on leases, subleases, licenses or sublicenses or sales otherwise permitted hereby so long as such restrictions relate to the assets subject thereto;
(4) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under this Agreement;
(5) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business;
(6) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business;
(7) relate to cash or other deposits permitted under this Agreement;
(8) (x) exist on the Closing Date date hereof and (to the extent not otherwise permitted by this Section 7.098.09) are listed on Schedule 7.09 8.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, ;
(ii9) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the BorrowerSubsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary;
(10) arise in connection with restrictions and conditions on any Foreign Subsidiary organized under the laws of the BorrowerPeople’s Republic of China or any state or other political subdivision thereof;
(11) arise in connection with any document or instrument governing Indebtedness incurred pursuant to Xxxxxxxx 0.00(x), (iiix), (x), (x), (x), (x), (x), (x), (x), (x) represent or (s), provided that any such restriction contained therein relates only to the asset to which such Indebtedness is related;
(12) arise in connection with any Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.038.03; and
(13) impose (x) restrictions described in clause (i) above, (iv) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or (m) and only to the extent that such restrictions apply do not materially adversely affect the consolidated cash position of the Borrower and Guarantors or (y) restrictions described in clause (ii) above, but only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith extent that such restrictions will do not materially adversely affect its obligation or ability the value of the Collateral granted to make any payments required hereundersecure the Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Kraton Performance Polymers, Inc.), Credit Agreement (Kraton Polymers LLC)
Burdensome Agreements. The Borrower shall notEnter into, nor shall the Borrower permit any of its Subsidiaries to, enter into or permit to exist exist, any Contractual Obligation (other than except for this Agreement or any and the other Loan DocumentDocuments) that limits (a) encumbers or restricts the ability of any Loan Party or its Restricted Subsidiaries to (ai) any Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person Restricted Subsidiary except for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses any agreement in effect (aA) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Closing Date date hereof and (to the extent not otherwise permitted by this Section 7.09) are listed set forth on Schedule 7.09 hereto and or (yB) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Subsidiary at the time such any Restricted Subsidiary first becomes a Restricted Subsidiary of the Borrower, so long as such Contractual Obligations were agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, (ii) pay any Indebtedness or other obligation owed to any Loan Party, or (iii) represent create any Lien upon any of their properties or assets, whether now owned or hereafter acquired to secure the Secured Obligations, except, in the case of clause (a)(iii) only, for (A) any document or instrument governing Indebtedness of a Subsidiary incurred pursuant to Section 7.02(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (B) any negative pledge contained in Indebtedness incurred in accordance with Section 7.02(g) so long as such negative pledge permits Liens on the assets of the Borrower which is not a Loan Party which is permitted by Section 7.03Parties securing the Secured Obligations (as such Secured Obligations may be modified, increased, extended, refinanced, renewed or replaced from time to time), (ivC) Contractual Obligations that (1) are customary restrictions that arise in connection with any Disposition permitted by Section 7.04 or 7.05 and 7.05, so long as such Contractual Obligations relate solely only to the assets asset or Person subject to such Disposition, (v2) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and 7.03, so long as such Contractual Obligations are applicable solely only to such joint venture entered into in the ordinary course of businessventure, and (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii3) are customary restrictions on leases, subleases, in-licenses (including sublicenses thereof) or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto, (viiiD) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or (m) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting restrict subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiaryinterest, (xE) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or (xiii) comprise restrictions imposed by applicable Law; or (b) requires the grant of any agreement governing Indebtedness entered into Lien on or after property for any obligation if a Lien on such property is given as security for the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.Secured Obligations. DB1/ 88815292.10
Appears in 2 contracts
Samples: Credit Agreement (Vertex Pharmaceuticals Inc / Ma), Credit Agreement (Vertex Pharmaceuticals Inc / Ma)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of of:
(a) any Restricted Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or Guarantor; or
(b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan DocumentsObligations; provided that the foregoing clauses (aSections 7.09(a) and (b) shall not apply to Contractual Obligations which which:
(i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto 7.09(b) and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing (taken as a whole) does not materially expand the scope of such Contractual Obligation, Obligation (as reasonably determined by the Borrower);
(ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Subsidiary of the BorrowerRestricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary; provided, further, that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary of the Borrower, pursuant to Section 6.14;
(iii) represent Indebtedness of a Restricted Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.037.03 and which does not apply to any Loan Party;
(iv) are customary restrictions (as reasonably determined by the Borrower) that arise in connection with (x) any Lien permitted by Sections 7.01(a), (ivb), (f), (i), (j)(i), (k), (l), (p), (q), (r)(i), (r)(ii), (s), (u), (v), (w), (z), (aa), (dd), (ee), (ii), (jj), and (kk) and relate to the property subject to such Lien or (y) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, ;
(v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture and its equity entered into in the ordinary course of business, ;
(vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to (i) the property financed by such IndebtednessIndebtedness and the proceeds, accessions and products thereof or (ii) the property secured by such Indebtedness and the proceeds, accessions and products thereof so long as the agreements governing such Indebtedness permit the Liens securing the Obligations;
(vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the property interest, rights or the assets subject thereto, ;
(viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(eSections 7.03(b), (e), (g), (n)(i), (t), (u), (w), (y) or and (mbb) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or, in the case of Section 7.03(g) or (u), to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, ;
(ix) are customary provisions restricting subletting subletting, transfer or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, ;
(x) are customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business, ;
(xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ;
(xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or deposit;
(xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, either (a) no more restrictive than the restrictions contained in this Agreement or (b) no more restrictive with respect to the Borrower or any of its Subsidiaries Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement)type, so long as the Borrower shall have determined in good faith that such restrictions pursuant to this clause (b) will not affect its obligation or ability to make any payments required hereunder;
(xiv) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(xv) are restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of intellectual property (including customary restrictions on assignment contained in license or sublicense agreements) entered into in the ordinary course of business;
(xvi) are restrictions contained in the First Lien Loan Documents and documents otherwise governing Indebtedness permitted pursuant to Section 7.03(w);
(xvii) are restrictions on xxxx xxxxxxx money deposits in favor of sellers in connection with acquisitions not prohibited hereunder; and
(xviii) [reserved].
Appears in 2 contracts
Samples: Second Lien Credit Agreement (Jason Industries, Inc.), Second Lien Credit Agreement (Jason Industries, Inc.)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Credit Document) that prohibits, restricts, imposes any condition on or limits the ability of (a) any Restricted Subsidiary of the Borrower that is not a Guarantor Loan Party to make Restricted Payments to (directly or indirectly) or to make or repay loans or advances to any Loan Party or to Guarantee the Borrower or Obligations of any Guarantor Loan Party under the Credit Documents or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders Banks with respect to the Facilities Facility and the Obligations or under the Loan Credit Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which that:
(i) (x) exist on the Closing Date date hereof and (to the extent not otherwise permitted by this Section 7.097.02(k)) are listed on Schedule 7.09 7.02(k)(i) hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing IndebtednessDebt, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness Debt so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, ;
(ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Subsidiary of the BorrowerRestricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, Restricted Subsidiary;
(iii) represent Indebtedness Debt of a Restricted Subsidiary of the Borrower which that is not a Loan Party which that is permitted by Section 7.03, 7.02(f);
(iv) are customary restrictions that arise in connection with (x) any Lien permitted by Section 7.02(b)(v), (b)(xiii), (b)(xvii), (b)(xviii)(i), (b)(xviii)(ii), (b)(xix) and (b)(xxvi)(y) and relate to the property subject to such Lien or (y) any Disposition permitted by Section 7.04 or 7.05 7.02(a) and relate solely to the assets or Person subject to such Disposition, ;
(v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 7.02(h) and applicable solely to such joint venture entered into in the ordinary course of business, ,
(vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness Debt permitted under Section 7.03 7.02(f) but solely to the extent any negative pledge relates to (x) the property financed by or the subject of such IndebtednessDebt and the proceeds and products thereof or (y) the property secured by such Debt and the proceeds, accessions and products thereof so long as the agreements governing such Debt permit the Liens securing the Obligations;
(vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, ;
(viii) comprise restrictions imposed by any agreement relating to secured Indebtedness Debt permitted pursuant to Section 7.03(eSections 7.02(f)(x), (gf)(xvi), (f)(xv) or (mf)(xvii) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, Debt;
(ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, ;
(x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, ;
(xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ;
(xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or Section 7.02(b); or
(xiii) comprise restrictions imposed by any agreement governing Indebtedness Debt entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof7.02(f) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries than customary market terms for Indebtedness of such type either (and, in any event, are a) no more restrictive than the restrictions contained in this Agreement)Agreement or (b) no more restrictive with respect to API or any Restricted Subsidiary than customary market terms for Debt of such type, so long as the Borrower shall have determined in good faith that such restrictions pursuant to this clause (b) will not affect its obligation or ability to make any payments required hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Avon Products Inc), Revolving Credit Agreement (Avon Products Inc)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) any Restricted Subsidiary of the Borrower that is not a Guarantor Loan Party to make Restricted Payments to the Borrower or any Guarantor Loan Party (other than Holdings) or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which that:
(i) (xA) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto to the Original Credit Agreement and (yB) to the extent Contractual Obligations permitted by clause (xA) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, ,
(ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Subsidiary of the BorrowerRestricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary of the Borrower, pursuant to Section 6.14,
(iii) represent Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is [Reserved],
(iv) (a) with respect to clause (b) only, arise in connection with any Lien permitted by Section 7.037.01(a), (ivl), (s), (t)(i), (t)(ii) or (u) and relate to the property subject to such Lien or (b) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, 7.05,
(v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, ,
(vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, Indebtedness (and excluding in any event any Indebtedness constituting any Junior Financing) and the proceeds and products thereof,
(vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, ,
(viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to the first paragraph of Section 7.03 (with respect to non-Loan Parties), Section 7.03(e), 7.03(g), 7.03(n) (gwith respect to non-Loan Parties), 7.03(r) or (m7.03(aa) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or, in the case of Indebtedness incurred pursuant to Section 7.03(g) or 7.03(aa) only, to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, ,
(ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, ,
(x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, ,
(xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ,
(xii) are customary restrictions contained in the ABL Credit Agreement, the ABL Facility Documentation, the Bridge Facility Agreement and any documentation governing the Permitted First Priority Refinancing Debt, the Permitted Junior Secured Refinancing Debt, the Permitted Unsecured Refinancing Debt and any Junior Secured Debt, and any documentation governing any Permitted Refinancing of any of the foregoing,
(xiii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash Section 7.01, and
(xiv) are restrictions in any one or deposit or (xiii) comprise restrictions imposed by any agreement more agreements governing Indebtedness entered into on or after the Closing Date and of a Restricted Subsidiary that is not a Loan Party that is permitted under to be incurred by Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder7.03.
Appears in 2 contracts
Samples: Credit Agreement (Avaya Inc), Credit Agreement (Avaya Inc)
Burdensome Agreements. The Borrower (a) No Obligor shall not, nor (and the Company shall ensure that no member of the Borrower permit any of its Subsidiaries to, Group will) enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability ability:
(i) of (a) any Subsidiary of the Borrower that is not a Guarantor Company to make Restricted Payments to the Borrower or Company;
(ii) of any Guarantor or Subsidiary of the Company to guarantee the Financial Indebtedness of the Borrowers under the Finance Documents; or
(biii) of any Loan Party member of the Group to create, incur, assume or suffer to exist Liens Security on property of such Person for person to secure the benefit obligations of the Lenders with respect to the Facilities and the Obligations or Obligors under the Loan Finance Documents; provided that the foregoing clauses ,
(b) Paragraph (a) and of this Clause 21.16 (bBurdensome Agreements) shall not apply to any Contractual Obligations which Obligation:
(i) (x) exist on the Closing Date and (to the extent not otherwise permitted by set out in this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in Agreement or any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, other Finance Document;
(ii) are binding on subletting or assignment of any leases or licenses of any member of the Group or on the assignment of a Subsidiary at Contractual Obligation or any rights thereunder or any other customary non-assignment provisions, in each case entered into in the time such Subsidiary first becomes a ordinary course of business;
(iii) set out in Contractual Obligations for the disposal of assets (including any Equity Interests in any Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation Company) of such Person becoming a Subsidiary any member of the Borrower, (iii) represent Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.03, (iv) arise in connection with any Disposition permitted by Section 7.04 or 7.05 Group provided that such restrictions and relate solely conditions apply only to the assets or Person Subsidiary of the Company that is to be sold;
(iv) [reserved];
(v) set out in any Contractual Obligation governing Financial Indebtedness permitted under sub-paragraphs (ii), (iv), (vi), (x), (xiii), (xv), or (xviii) of paragraph (b) of Clause 21.14 (Financial Indebtedness);
(vi) with respect to cash or other deposits (including escrowed funds) received by any member of the Group in the ordinary course of business and assets subject to such DispositionSecurity permitted by sub-paragraphs (ii), (v), (vi), (vii), (x), (xi), (xii), (xiv), (xx), (xxii), or (xxviii) are customary provisions of paragraph (b) of Clause 21.3 (Negative pledge);
(vii) set out in joint venture agreements and or other similar agreements applicable to concerning joint ventures permitted under Section 7.02 and applicable solely to such joint venture venture;
(viii) set out in any Contractual Obligation relating to an asset being acquired existing at the time of acquisition or a Subsidiary of the Company existing at the time such Subsidiary of the Company is merged, consolidated or amalgamated with or into, or acquired by, any member of the Group or becomes a Subsidiary of the Company and, in each case, not in contemplation thereof;
(ix) contained in any trading, netting, operating, construction, service, supply, purchase, credit card, credit card processing service, debit card, stored value card, purchase card (including a so-called “procurement card” or “P-card”) or other agreement to which any member of the Group is a party and entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of any member of the Group that are the subject of such agreement, the payment rights arising thereunder, the accounts associated with such agreement, or the proceeds thereof and does not extend to any other asset or property of any member of the Group or the assets or property of any other Subsidiary;
(x) (A) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Security in, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by this Agreement (so long as such limitation or restriction applies only to the property or assets subject to such transfer, agreement to transfer, option, right or Security), (B) contained in mortgages, pledges or other security agreements securing Financial Indebtedness of a Subsidiary to the extent restricting the transfer of the property or assets subject thereto, (C) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of any member of the Group, (D) pursuant to customary provisions in any swap or derivative transactions (including any Swap Agreement), (E) pursuant to customary provisions in leases or licenses of intellectual property (or in other contracts governing intellectual property rights) and other similar agreements entered into in the ordinary course of business, (viF) are negative pledges and restrictions on Liens pursuant to customary net worth provisions contained in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the real property financed leases entered into by such IndebtednessSubsidiaries, (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as the Company has determined in good faith that such restrictions relate net worth provisions would not reasonably be expected to impair the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating ability of the Group to secured Indebtedness permitted pursuant to Section 7.03(e), (g) meet their ongoing obligations or (mG) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ;
(xiixi) arise customary restrictions and conditions contained in connection with cash or other deposits the document relating to Security permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that (1) such restrictions will or conditions relate only to the specific asset subject to such Security, and (2) such restrictions and conditions are not affect its obligation created for the purpose of avoiding the restrictions imposed by this Clause 21.16 (Burdensome Agreements); or
(xii) customary restrictions required by, or ability arising by operation of law under, applicable law, rule or regulation to make the extent contained in a document relating to the Equity Interests or governance of any payments required hereunderForeign Subsidiary that is not a Borrower.
Appears in 2 contracts
Samples: Syndicated Loan Agreement (Hillenbrand, Inc.), Syndicated L/G Facility Agreement (Hillenbrand, Inc.)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of of:
(a) any Restricted Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or Guarantor; or
(b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan DocumentsObligations; provided that the foregoing clauses (aSections 7.09(a) and (b) shall not apply to Contractual Obligations which which:
(i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto 7.09(b) and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing (taken as a whole) does not materially expand the scope of such Contractual Obligation, Obligation (as reasonably determined by the Borrower);
(ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Subsidiary of the BorrowerRestricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary; provided, further, that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary of the Borrower, pursuant to Section 6.14;
(iii) represent Indebtedness of a Restricted Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.037.03 and which does not apply to any Loan Party;
(iv) are customary restrictions (as reasonably determined by the Borrower) that arise in connection with (x) any Lien permitted by Sections 7.01(a), (ivb), (f), (i), (j)(i), (k), (l), (p), (q), (r)(i), (r)(ii), (s), (u), (v), (w), (z), (aa), (dd), (ee), (ii), (jj), and (kk) and relate to the property subject to such Lien or (y) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, ;
(v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture and its equity entered into in the ordinary course of business, ;
(vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to (i) the property financed by such IndebtednessIndebtedness and the proceeds, accessions and products thereof or (ii) the property secured by such Indebtedness and the proceeds, accessions and products thereof so long as the agreements governing such Indebtedness permit the Liens securing the Obligations;
(vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the property interest, rights or the assets subject thereto, ;
(viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(eSections 7.03(b), (e), (g), (n)(i), (t), (u), (w), (y) or and (mbb) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or, in the case of Section 7.03(g) or (u), to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, ;
(ix) are customary provisions restricting subletting subletting, transfer or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, ;
(x) are customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business, ;
(xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ;
(xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or deposit;
(xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, either (a) no more restrictive than the restrictions contained in this Agreement or (b) no more restrictive with respect to the Borrower or any of its Subsidiaries Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement)type, so long as the Borrower shall have determined in good faith that such restrictions pursuant to this clause (b) will not affect its obligation or ability to make any payments required hereunder;
(xiv) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(xv) are restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of intellectual property (including customary restrictions on assignment contained in license or sublicense agreements) entered into in the ordinary course of business;
(xvi) are restrictions contained in the Second Lien Loan Documents and documents otherwise governing Indebtedness permitted pursuant to Section 7.03(w);
(xvii) are restrictions on xxxx xxxxxxx money deposits in favor of sellers in connection with acquisitions not prohibited hereunder; and
(xviii) [reserved].
Appears in 2 contracts
Samples: First Lien Credit Agreement (Jason Industries, Inc.), First Lien Credit Agreement (Jason Industries, Inc.)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) any Restricted Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (xi)(x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing (taken as a whole) does not materially expand the scope of such Contractual ObligationObligation (as determined by the Borrower in good faith), (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Subsidiary of the BorrowerRestricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary of the Borrowerpursuant to Section 6.14, (iii) represent Indebtedness of a Restricted Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.03, (iv) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to (i) the property financed by such IndebtednessIndebtedness and the proceeds, accessions and products thereof or (ii) the property secured by such Indebtedness and the proceeds, accessions and products thereof so long as the agreements governing such Indebtedness permit the Liens securing the Obligations, (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or (m) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the documentation governing Permitted First Priority Debt, Permitted Second Priority Debt or, in each case, any Permitted Refinancing thereof, (xiii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit deposit, (ix) arise under the Permitted SPAC Transaction Documents, (x) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business or arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit, (xiiixi) comprise are restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder, (xii) are restrictions regarding licensing or sublicensing of intellectual property in the ordinary course of business; and (xiii) are restrictions on xxxx xxxxxxx money deposits in favor of sellers in connection with acquisitions and Dispositions not prohibited hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Nebula Parent Corp.), Credit Agreement (Nebula Parent Corp.)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of of:
(a) any Subsidiary of the Borrower that is not a Guarantor Non-Loan Party to make Restricted Payments to the Borrower or any Guarantor or Loan Party or
(b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which which
(i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on in Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, ,
(ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, ,
(iii) represent Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is are customary restrictions that arise in connection with (x) any Lien permitted by Section 7.03Sections 7.01(k), (ivl), (p), (q), (r)(i), (r)(ii), (s) and (ee) and relate to the property subject to such Lien or (y) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, ,
(viv) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures constituting Permitted Investments or otherwise permitted under Section 7.02 7.06 and applicable solely to such joint venture entered into in the ordinary course of business, venture,
(viv) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, Indebtedness and the proceeds and products thereof,
(viivi) are customary restrictions on leases, subleases, licenses licenses, cross-licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the property interest, rights or the assets subject thereto, ,
(viiivii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or ), (mn)(i) and (u) to the extent that such restrictions apply only to the property or assets securing such Indebtedness or or, in the case of Section 7.03(g), to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, ,
(ixviii) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, ,
(xix) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, ,
(xix) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ,
(xiixi) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 or the definition of Permitted Investments, and limited to such cash or deposit or deposits, and
(xiiixii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Portillo's Inc.), First Lien Credit Agreement (Portillo's Inc.)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of of:
(a) any Restricted Subsidiary of the Borrower Parent that is not a Guarantor to make Restricted Payments to the Borrower Parent or any Guarantor or Guarantor; or
(b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan DocumentsObligations; provided that the foregoing clauses (aSections 7.09(a) and (b) shall not apply to Contractual Obligations which which:
(i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing (taken as a whole) does not materially expand the scope of such Contractual Obligation, Obligation (as reasonably determined by the Lead Borrower);
(ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the BorrowerParent, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, Parent;
(iii) represent Indebtedness of a Restricted Subsidiary of the Borrower Parent which is not a Loan Party which is permitted by Section 7.037.03 and which does not apply to any Loan Party;
(iv) are customary restrictions (as reasonably determined by the Lead Borrower) that arise in connection with (x) any Lien permitted by Sections 7.01(a), (ivb), (i), (j), (k), (l), (m), (o), (p), (q), (r)(i), (r)(ii), (s), (t), (u), (v), (w), (y), (z), (aa), (bb), (cc), (dd), (ee), (ff), (gg), (hh), (ll), (oo) and (qq) and relate to the property subject to such Lien or (y) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, ;
(v) are customary provisions in joint venture agreements or arrangements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture and its equity entered into in the ordinary course of business, ;
(vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to (i) the property financed by such IndebtednessIndebtedness and the proceeds, accessions and products thereof or (ii) the Indebtedness secured by such property and the proceeds, accessions and products thereof so long as the agreements governing such Indebtedness permit the Liens securing the Obligations;
(vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the property interest, rights or the assets subject thereto, ;
(viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(eSections 7.03(b), (e), (g), (n)(i), (u), (v), (w) or and (my) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or, in the case of Sections 7.03(g) or (u), to the Restricted Subsidiaries or Foreign Subsidiaries, as applicable, incurring or guaranteeing such Indebtedness, ;
(ix) are customary provisions restricting subletting subletting, transfer or assignment of any lease governing a leasehold interest of the any Borrower or any Subsidiary, other Restricted Subsidiary of the Parent;
(x) are customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business, ;
(xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ;
(xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or deposit;
(xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Lead Borrower, no more restrictive with respect to the any Borrower or any other Restricted Subsidiary of its Subsidiaries the Parent than customary market terms for Indebtedness of such type (and, in any event, taken as a whole, are no not more restrictive than the restrictions contained in this Agreement), so long as the Lead Borrower shall have determined in good faith that such restrictions will not affect in any material respect its obligation or ability to make any payments required hereunder;
(xiv) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(xv) are restrictions in the documentation governing any Supplier Financing Facility that in the good faith determination of Lead Borrower are necessary or advisable to effect such Supplier Financing Facility;
(xvi) are restrictions on xxxx xxxxxxx money deposits in favor of sellers in connection with acquisitions not prohibited hereunder;
(xvii) are restrictions that will not materially impair the Borrowers’ ability to make payments under the Loan Documents (as determined in good faith by the Lead Borrower);
(xviii) restrictions or encumbrances imposed by other Indebtedness of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 7.01;
(xix) are Standard Securitization Undertakings created in connection with any Receivables Facility or any Qualified Securitization Financing that, in the good faith determination of the board of directors (or analogous governing body) of the Lead Borrower, are necessary or advisable to effect such Receivables Facility or Qualified Securitization Financing, as the case may be; and
(xx) any encumbrances or restrictions of the type referred to in clauses (a) and (b) above imposed by any amendments, modifications, restatements, renewals, increases, extensions, supplements, refundings, replacements, restructurings or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xix) above; provided that such amendments, modifications, restatements, renewals, increases, extensions, supplements, refundings, replacements, restructurings or refinancings (x) are, in the good faith judgment of the Lead Borrower, not materially more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, extension, supplement, refunding, replacement, restructuring or refinancing or (y) do not materially impair the Borrowers’ ability to pay their obligations under the Loan Documents as and when due (as determined in good faith by the Lead Borrower); provided that (x) the priority of any preferred Equity Interests in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock and (y) the subordination of (including the application of any standstill requirements to) loans or advances made to any Borrower or any Restricted Subsidiary that is a Guarantor to other Indebtedness incurred by any Borrower or any Restricted Subsidiary that is a Guarantor shall not be deemed to constitute such an encumbrance or restriction.
Appears in 2 contracts
Samples: Credit Agreement (Redwire Corp), Credit Agreement (Redwire Corp)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or Agreement, any other Loan Document, the Senior Notes Documents or, until the Spin-Off occurs, the Existing FNIS Credit Agreement and related loan documents) that limits the ability of (a) any Restricted Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower any Loan Party or to otherwise transfer property to or invest in any Guarantor Loan Party or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Agents and the Lenders with respect to the Facilities credit facilities established hereunder and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.097.08) are listed on Schedule 7.09 7.08 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such restrictions that are contained in such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Subsidiary of the BorrowerRestricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the BorrowerRestricted Subsidiary, (iii) represent Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.03, (iv) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition7.05, (viv) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures Joint Ventures permitted under Section 7.02 and applicable solely to such joint venture Joint Venture entered into in the ordinary course of business, (viv) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by such IndebtednessIndebtedness (or proceeds of such financed property) or the subject of such Indebtedness or expressly permits Liens for the benefit of the Agents and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Loan Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens equally and ratably or on a junior basis, (viivi) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or (m) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, (ixvii) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiaryinterest, (xviii) are customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or (xiiiix) comprise restrictions imposed exist under or by reason of applicable law, rule, regulation or order, or required by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to regulatory authority having jurisdiction over the Borrower or any Restricted Subsidiary or any of its Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereundertheir respective businesses.
Appears in 2 contracts
Samples: Credit Agreement (Lender Processing Services, Inc.), Credit Agreement (Lender Processing Services, Inc.)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that prohibits, restricts, imposes any condition on or limits the ability of (a) any Restricted Subsidiary of the Borrower that is not a Guarantor Loan Party to make Restricted Payments to (directly or indirectly) or to make or repay loans or advances to any Loan Party or to Guarantee the Borrower or Obligations of any Guarantor Loan Party under the Loan Documents or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which that:
(i) (x) exist on the Closing Date date hereof and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, ,
(ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Subsidiary of the BorrowerRestricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, Restricted Subsidiary,
(iii) represent Indebtedness of a Restricted Subsidiary of the Borrower which that is not a Loan Party which that is permitted by Section 7.03, ,
(iv) are customary restrictions that arise in connection with (x) any Lien permitted by Sections 7.01(a), (l), (m), (s), (t)(i), (t)(ii), (u), (y) and (ee) and relate to the property subject to such Lien or (y) any Disposition permitted by Section 7.04 or 7.05 and relate applicable pending such Disposition solely to the assets or Person subject to such Disposition, ,
(v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, venture,
(vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such IndebtednessIndebtedness (and excluding in any event any Indebtedness constituting any Junior Financing) and the proceeds and products thereof and, in the case of the ABL Facilities, any Incremental Equivalent Debt and any Refinancing Equivalent Debt, permit the Liens securing the Obligations without restriction (subject to the ABL Intercreditor Agreement),
(vii) are customary restrictions on leases, subleases, licenses licenses, cross-licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the property interest, rights or the assets subject thereto, ,
(viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section Sections 7.03(e), (g) or ), (mh), (o)(i), (r), (t), (w) and (z) to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, ,
(ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, ,
(x) are customary provisions restricting assignment of any agreement entered into in the ordinary course Ordinary Course of business, Business,
(xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course Ordinary Course of business, Business,
(xii) are customary restrictions contained in the ABL Credit Agreement, the ABL Facilities Documentation and any Permitted Refinancing thereof,
(xiii) arise in connection with cash or other deposits permitted under Sections Section 7.01 and 7.02 and limited to such cash or deposit or 7.02, or
(xiiixiv) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Mattress Firm Holding Corp.)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) any Subsidiary of the Borrower that is not a Guarantor Non-Loan Party to make Restricted Payments to the Borrower (directly or indirectly) or to make or repay loans or advances to any Guarantor Loan Party or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities any Facility and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which that:
(ia) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto date hereof and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, Obligation in a material respect;
(iib) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes or is designated as a Subsidiary of the BorrowerRestricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, Restricted Subsidiary;
(iiic) represent are imposed by agreements governing or evidencing Indebtedness of a Subsidiary of the Borrower which is not a Non-Loan Party which that is permitted by Section 7.03;
(d) are required, by or pursuant to, applicable Laws;
(ive) are customary restrictions that arise in connection with (x) any Lien permitted by Xxxxxxxx 0.00(x), (x), (x), (x), (x), (x), (x), (x), (x), (x), (x), (xx), (dd), (ee), (ff), (gg), (hh), (ii) and/or (jj) or any document in connection therewith provided that such restriction relates only to the property subject to such Lien or (y) any Disposition permitted by Section 7.04 or 7.05 and relate applicable pending such Disposition solely to the assets or Person subject to such Disposition, ;
(vf) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures Joint Ventures and non-wholly owned Subsidiaries permitted under Section 7.02 and applicable solely to such joint venture Person entered into in the ordinary course of business, ;
(vig) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the specific property financed by or the subject of such Indebtedness, Indebtedness and the proceeds and products thereof;
(viih) are customary restrictions on leases, subleases, licenses licenses, sublicenses, Equity Interests, or asset sale agreements and other similar agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, ;
(viiii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(eSections 7.03(b), (e), (g), (h), (n), (o)(i), (p), (r), (s) or (mt) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, ;
(ixj) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, ;
(xk) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, ;
(xil) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ;
(xiim) restrictions in the Subordination Agreement and the Subordinated Note Agreement;
(n) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or Section 7.01;
(xiiio) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, at the time such agreement in entered into, taken as a whole, in the good faith judgment of the Borrower, no not materially more restrictive with respect to the Borrower or any of its Subsidiaries Restricted Subsidiary than (x) customary market terms for Indebtedness of such type type, (and, in any event, are no more restrictive than y) the restrictions contained in this AgreementAgreement or (z) restrictions in effect on the Closing Date (pursuant to documents in effect on the Closing Date), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder;
(p) apply by reason of any applicable Laws or are required by any Governmental Authority having jurisdiction over Holdings’, the Borrower’s or any Restricted Subsidiary’s status (or the status of any Subsidiary of such Restricted Subsidiary) as a Captive Insurance Subsidiary;
(q) are contracts or agreements for the sale or Disposition of assets, including any restriction with respect to a Subsidiary imposed pursuant to an agreement entered into for the sale or Disposition of the Equity Interests or assets of such Subsidiary;
(r) comprise restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; or
(s) are any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (r) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive in any material respect with respect to such restrictions than those contained in such contracts, instruments or obligations prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: Syndicated Facility Agreement (A.K.A. Brands Holding Corp.)
Burdensome Agreements. The Borrower shall not(a) Enter into, nor shall the Borrower permit any of its Subsidiaries to, enter into or permit to exist exist, any Contractual Obligation that (other than this Agreement i) encumbers or any other Loan Document) that limits restricts on the ability of any such Person to (aA) pay dividends or make any Subsidiary of the Borrower that is not a Guarantor other distributions to make Restricted Payments to the Borrower or any Guarantor or (b) any Loan Party on its Capital Stock or with respect to createany other interest or participation in, incuror measured by, assume its profits, (B) pay any Indebtedness or suffer other obligation owed to exist Liens on property any Loan Party, or (C) make loans or advances to any Loan Party or (ii) prohibits or otherwise restricts the existence of such Person any Lien upon the Property, whether now owned or hereafter acquired, of any Material Domestic Subsidiary in favor of the Administrative Agent (for the benefit of the Lenders with respect to and their Affiliates, as applicable) for the Facilities and purpose of securing the Obligations or under the Loan DocumentsObligations; provided that the foregoing clauses (ai) and (bii) shall not apply to Contractual Obligations which which:
(i1) arise in connection with this Agreement, the other Loan Documents and any Public Indenture;
(2) arise pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.05 pending the consummation of such sale;
(3) are customary restrictions on leases, subleases, licenses or sublicenses or sales otherwise permitted hereby so long as such restrictions relate to the assets subject thereto;
(4) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under this Agreement;
(5) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business;
(6) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business;
(7) relate to cash or other deposits permitted under this Agreement;
(8) (x) exist on the Closing date hereofSecond Amendment Effective Date and (to the extent not otherwise permitted by this Section 7.098.09) are listed on Schedule 7.09 8.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, ;
(ii9) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the BorrowerSubsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary;
(10) arise in connection with restrictions and conditions on any Foreign Subsidiary organized under the laws of the BorrowerPeople’s Republic of China or any state or other political subdivision thereof;
(11) arise in connection with any document or instrument governing Indebtedness incurred pursuant to Sections 8.03(b), (iiid), (e), (f), (g), (h), (i), (k), (n), (r), (s), (t) represent or (u),; provided that any such restriction contained therein relates only to the asset to which such Indebtedness is related;
(12) arise in connection with any Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.038.03; and
(13) impose (x) restrictions described in clause (i) above, (iv) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or (m) and only to the extent that such restrictions apply do not materially adversely effect the consolidated cash position of the Borrower and Guarantors or (y) restrictions described in clause (ii) above, but only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith extent that such restrictions will do not affect its obligation or ability materially adversely effect the value of the Collateral granted to make any payments required hereundersecure the Obligations.
Appears in 1 contract
Burdensome Agreements. The Borrower shall notEnter into, nor shall the Borrower permit any of its Subsidiaries to, enter into or permit to exist exist, any Contractual Obligation (other than except for this Agreement or any and the other Loan DocumentDocuments) that limits (a) encumbers or restricts the ability of any such Person to (ai) any Subsidiary of the Borrower that is not to act as a Guarantor to Loan Party; (ii) make Restricted Payments to any Loan Party, (iii) pay any Indebtedness or other obligation owed to any Loan Party, (iv) make loans or advances to any Loan Party, or (v) create any Lien upon any of their properties or assets, whether now owned or hereafter acquired, except, in the Borrower case of clause (a)(v) only, for any document or instrument governing Indebtedness incurred pursuant to Section 7.02(b), (c), (e) or (m); provided that any Guarantor such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith or (b) requires the grant of any Loan Party to create, incur, assume or suffer to exist Liens Lien (other than a Permitted Lien) on property of for any Indebtedness if a Lien on such Person property is given to the Administrative Agent as security for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan DocumentsSecured Obligations; provided that however, the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (iA) restrictions and conditions imposed by Law, (xB) exist restrictions and conditions existing on the Closing Date identified on Schedule 7.09, (C) customary restrictions and (conditions contained in agreements relating to the extent not otherwise sale permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (iii) represent Indebtedness hereunder of a Subsidiary of pending such sale, provided such restrictions and conditions apply only to the Borrower which Subsidiary that is not a Loan Party which to be sold and such sale is expressly permitted by Section 7.03hereunder, (ivD) arise customary restrictions and conditions on assignment and transfer contained in connection with agreements and licenses relating to Intellectual Property, (E) Indebtedness of any Disposition Excluded Subsidiary or restrictions and conditions contained in agreements or instruments evidencing any Indebtedness of Excluded Subsidiaries permitted by to be incurred under Section 7.04 or 7.05 and relate solely 7.02. Notwithstanding anything in Section 7.09 to the assets contrary, noting herein shall restrict the licensing or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into sublicensing by the Company or its Subsidiaries of Intellectual Property in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or (m) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.
Appears in 1 contract
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or Agreement, any other Loan DocumentDocument and/or the Existing Senior Notes Documents) that limits the ability of (a) any Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to or invest in the Borrower or any Guarantor, (b) any Loan Party Subsidiary to Guarantee the Indebtedness of the Borrower or (c) the Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person Person, in each case except for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to any Contractual Obligations which (i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligationon Schedule 7.09, (ii) are binding on a Subsidiary Person at the time such Subsidiary first Person becomes a Subsidiary of the BorrowerSubsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary (and in each case under clauses (i) and (ii), any renewal, extension or replacement thereof so long as such renewal, extension or replacement does not expand the scope of the Borrowersuch Contractual Obligations to any material extent), (iii) represent Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.03, (iv) arise in connection with any a Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject are limited to such Dispositionassets being disposed, (viv) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in not prohibited by the ordinary course terms of businessthis Agreement, (viv) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 7.02 but solely to the extent that any such negative pledge relates or restriction applies only to the property financed by or assets securing such Indebtedness, (viivi) are customary restrictions on leases, subleases, licenses licenses, sublicenses or asset sale agreements otherwise permitted hereby hereunder so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or (m) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to that are the Subsidiaries incurring or guaranteeing such Indebtednesssubject thereof, (ixvii) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiaryinterest, (xviii) are customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit business or (xiiiix) comprise restrictions imposed exist under or by reason of applicable Law, or are required by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to regulatory authority having jurisdiction over the Borrower or any Subsidiary or any of its Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereundertheir respective businesses.
Appears in 1 contract
Samples: Credit Agreement (Ashland Inc.)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) any Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtednessness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacementre placement, renewal, extension or refinancing does not expand the scope of such Contractual Contrac tual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Subsidiary Restricted Sub sidiary first becomes a Restricted Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Re stricted Subsidiary of the Borrower; provided, further, that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsid iary pursuant to Section 6.14, (iiiHi) represent Indebtedness of a Restricted Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.037.03 and which does not apply to any Loan Party, (iv) are customary restrictions that arise in connection with (x) any Lien per mitted by Sections 7.01(a), (k), (1), (p), (q), (r)(i), (r)(ii), (s) and (ee) and relate to the property subject to such Lien or (y) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely sole ly to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to (i) the property financed by such IndebtednessIndebtedness and the proceeds and products thereof or (ii) the property secured by such Indebtedness and the proceeds and products thereof so long as the agreements governing such Indebtedness permit the Liens securing the Obligations, (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the property interest, rights or the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured se cured Indebtedness permitted pursuant to Section 7.03(e), (g) or ), (mn)(a), and (u) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or Indebted ness or, in the case of Section 7.03(g), to the Restricted Subsidiaries incurring or guaranteeing guaran teeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered en tered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.-128-
Appears in 1 contract
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of of:
(a) any Restricted Subsidiary of the Borrower Parent that is not a Guarantor to make Restricted Payments to the Borrower Parent or any Guarantor or Guarantor; or
(b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan DocumentsObligations; provided that the foregoing clauses (aSections 7.09(a) and (b) shall not apply to Contractual Obligations which which:
(i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing (taken as a whole) does not materially expand the scope of such Contractual Obligation, Obligation (as reasonably determined by the Lead Borrower);
(ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the BorrowerParent, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, Parent;
(iii) represent Indebtedness of a Restricted Subsidiary of the Borrower Parent which is not a Loan Party which is permitted by Section 7.037.03 and which does not apply to any Loan Party;
(iv) are customary restrictions (as reasonably determined by the Lead Borrower) that arise in connection with (x) any Lien permitted by Sections 7.01(a), (ivb), (i), (j), (k), (l), (m), (o), (p), (q), (r)(i), (r)(ii), (s), (t), (u), (v), (w), (y), (z), (aa), (bb), (cc), (dd), (ee), (ff), (gg), (hh), (ll), (oo) and (qq) and relate to the property subject to such Lien or (y) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, ;
(v) are customary provisions in joint venture agreements or arrangements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture and its equity entered into in the ordinary course of business, ;
(vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to (i) the property financed by such IndebtednessIndebtedness and the proceeds, accessions and products thereof or (ii) the Indebtedness secured by such property and the proceeds, accessions and products thereof so long as the agreements governing such Indebtedness permit the Liens securing the Obligations;
(vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the property interest, rights or the assets subject thereto, ;
(viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(eSections 7.03(b), (e), (g), (n)(i), (u), (v), (w) or and (my) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or, in the case of Sections 7.03(g) or (u), to the Restricted Subsidiaries or Foreign Subsidiaries, as applicable, incurring or guaranteeing such Indebtedness, ;
(ix) are customary provisions restricting subletting subletting, transfer or assignment of any lease governing a leasehold interest of the any Borrower or any Subsidiary, other Restricted Subsidiary of the Parent;
(x) are customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business, ;
(xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ;
(xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or deposit;
(xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Lead Borrower, no more restrictive with respect to the any Borrower or any other Restricted Subsidiary of its Subsidiaries the Parent than customary market terms for Indebtedness of such type (and, in any event, taken as a whole, are no not more restrictive than the restrictions contained in this Agreement), so long as the Lead Borrower shall have determined in good faith that such restrictions will not affect in any material respect its obligation or ability to make any payments required hereunder.;
(xiv) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(xv) are restrictions in the documentation governing any Supplier Financing Facility that in the good faith determination of Lead Borrower are necessary or advisable to effect such Supplier Financing Facility;
(xvi) are restrictions on xxxx xxxxxxx money deposits in favor of sellers in connection with acquisitions not prohibited hereunder;
(xvii) are restrictions that will not materially impair the Borrowers’ ability to make payments under the Loan Documents (as determined in good faith by the Lead Borrower);
(xviii) restrictions or encumbrances imposed by other Indebtedness of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 7.01;
(xix) are Standard Securitization Undertakings created in connection with any Receivables Facility or any Qualified Securitization Financing that, in the good faith determination of the board of directors (or analogous governing body) of the Lead Borrower, are necessary or advisable to effect such Receivables Facility or Qualified Securitization Financing, as the case may be; and
(xx) any encumbrances or restrictions of the type referred to in clauses (a) and
Appears in 1 contract
Samples: Credit Agreement (Redwire Corp)
Burdensome Agreements. The Borrower shall notEnter into, nor shall the Borrower permit any of its Subsidiaries to, enter into or permit to exist exist, any Contractual Obligation Obligation(s) (other than except for this Agreement or any and the other Loan DocumentDocuments) that limits (a) encumbers or restricts the ability of any such Person to (ai) any Subsidiary of to act as the Borrower that is not a Guarantor to Borrower; (ii) make Restricted Payments to the Borrower or any Guarantor or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (iii) represent pay any Indebtedness of a Subsidiary of or other obligation owed to the Borrower which is not a Loan Party which is permitted by Section 7.03Borrower, (iv) arise make loans or advances to the Borrower, or (v) create any Lien upon any of their properties or assets, whether now owned or hereafter acquired, except, (1) in the case of clause (a)(v) only, for any document or instrument governing Indebtedness incurred pursuant to Section 7.02(c) or any other secured Indebtedness permitted by this Agreement, provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (2) arises in connection with any Disposition permitted by Section 7.04 or Section 7.05 and relate relates solely to the assets or Person subject to such Disposition, (v3) are consist of customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 7.03 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii4) are customary restrictions on leases, subleases, licenses or contemplated by asset sale sale, merger, purchase or other similar agreements otherwise permitted hereby under this Agreement, so long as such restrictions relate solely to the property interest, rights or the assets subject thereto, (viii5) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or (m) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting subletting, transfer or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiaryof its Subsidiaries, in each case, in the ordinary course of business (x6) are customary provisions restricting the assignment or transfer of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii7) arise in connection with cash or other deposits permitted under Sections Section 7.01 and 7.02 or Section 7.03 and limited to such cash or deposit deposit, (8) are restrictions regarding licensing or (xiii) comprise restrictions imposed sublicensing by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries than customary market terms of intellectual property in the ordinary course of business; and (9) restrictions imposed by any Governmental Authority, including any Regulatory Supervisory Authority or (b) requires the grant of any Lien on property for Indebtedness of any obligation if a Lien on such type (andproperty is given as security for the Secured Obligations. Notwithstanding the foregoing, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined not enter into, or permit to exist, any Contractual Obligation that creates a Lien on any of the Equity Interests it holds in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunderSubsidiary.
Appears in 1 contract
Samples: Credit Agreement (PJT Partners Inc.)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower Enter or permit any of its Subsidiaries to, Material Restricted Subsidiary to enter into or permit to exist any Contractual Obligation (other than this Agreement the Loan Documents or any other the Term Loan DocumentDocuments) that limits the ability of by its terms restricts (aI) with respect to any such Material Restricted Subsidiary of the Borrower that is not a Guarantor to make Guarantor, Restricted Payments from such Material Restricted Subsidiary to the Borrower or any Guarantor other Loan Party, as applicable, that is a direct or indirect parent of such Restricted Subsidiary or (bII) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and Borrower or any such Material Restricted Subsidiary that is a Loan Party, the Obligations or under granting of Liens by such Material Restricted Subsidiary pursuant to the Loan Security Documents; provided that the foregoing clauses (aI) and (bII) shall will not apply to any Contractual Obligations which that: (i1) (xa) exist on the Closing Date and (are to the extent not otherwise permitted by this Section 7.09) are such Contractual Obligation relates to any security with a value exceeding $25.0 million, listed on Schedule 7.09 hereto 6.10 and (yb) to the extent Contractual Obligations permitted by clause (xa) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing Refinancing of such Indebtedness so long as (to the extent not otherwise permitted by this Section 6.10) such modification, replacement, renewal, extension or refinancing Refinancing does not materially expand the scope of such Contractual Obligation, Obligation with respect to restrictions described in the preceding clauses (iiI) or (II); (2) are (a) binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the Borroweror (b) acquired in connection with a Permitted Investment, so long as as, in each case, such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or such Permitted Investment, in each case as such Contractual Obligations may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the scope of the Borrower, any restriction contemplated by this Section 6.10 contained therein; (iii3) represent Indebtedness of a Restricted Subsidiary of the Borrower which that is not a Loan Party which is permitted by Section 7.03, Party; (iv4) are customary restrictions and conditions that arise in connection with (a) any Disposition Lien (other than Liens on Collateral) permitted by Section 7.04 or 7.05 6.02, and relate to the property permitted to be subject to such Lien, or (b) any Disposition pending consummation of such Disposition and solely with respect to the assets or Person (including Equity Interests) subject to such Disposition, ; (v5) are customary provisions in joint venture agreements and other or similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely relating to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or (m) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.applicable joint venture;
Appears in 1 contract
Samples: Revolving Credit Agreement (Amneal Pharmaceuticals, Inc.)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or Agreement, any other Loan Document, any Senior Notes Document (and any refinancing, refunding, renewal or extension thereof permitted by Section 7.02(g)(ii)) and the Second Lien Refinancing Debt) that (a) limits the ability (i) of (a) any Restricted Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to or invest in the Borrower or any Guarantor, except for any agreement in effect (bA) on the date hereof and set forth on Schedule 7.09 or (B) at the time any Loan Party Person becomes a Restricted Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, (ii) of any Restricted Subsidiary to Guarantee the Obligations or (iii) of the Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on its property of such Person for to secure the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan DocumentsObligations; provided provided, however, that the foregoing clauses (ax) and this clause (biii) shall not apply to Contractual Obligations which (i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in prohibit any agreement evidencing any permitted modification, replacement, renewal, extension negative pledge incurred or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (iii) represent Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.03, (iv) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens provided in favor of any holder of Indebtedness permitted under Section 7.03 but 7.02(f) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness, (vii) are Indebtedness or customary restrictions on leasesassignment, subleases, licenses encumbrances or asset sale subletting in leases and other contracts and (y) this clause (iii) and the preceding clause (i) shall not prohibit customary restrictions and conditions contained in agreements otherwise permitted hereby so long as such restrictions relate relating to the assets subject theretosale of a Loan Party or an asset pending such sale, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or (m) and to the extent provided that such restrictions and conditions apply only to the property such Loan Party or assets securing such Indebtedness or asset that is to the Subsidiaries incurring or guaranteeing be sold and such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) arise in connection with cash or other deposits sale is permitted under Sections 7.01 and 7.02 and limited to such cash or deposit this Agreement; or (xiiib) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after requires the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as grant of a whole, in the good faith judgment of the Borrower, no more restrictive with respect Lien to the Borrower or any of its Subsidiaries than customary market terms for Indebtedness secure an obligation of such type (and, in any event, are no more restrictive than Person if a Lien is granted to secure the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunderObligations.
Appears in 1 contract
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of (a) any Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to the Borrower or any Guarantor, (bii) of any Loan Party Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of the Borrower or any Guarantor to create, incur, assume or suffer to exist Liens on property of such Person Person; provided, however, that this Section 6.09 shall not prohibit (1) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.03(e) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness and any refinancing or replacement thereof permitted by Section 6.03(i), (2) any negative pledge provided for in an agreement set forth on Schedule 6.09 and any renewals, extensions or replacements thereof, provided that the benefit terms of the Lenders with such negative pledge are no less favorable in any material respect to the Facilities Loan Parties or the Lenders than the terms of any agreement being renewed, extended or replaced, (3) any restrictions imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted by Section 6.05, to the extent such restrictions relate to the property subject to such Disposition, (4) restrictions arising by reason of customary non-assignment or no-subletting clauses in leases or other contracts entered into in the ordinary course of business (5) customary provisions in joint venture agreements and other similar agreements relating solely to the Obligations securities, assets and revenues of such joint venture or under other business venture, (6) contracts entered into in the Loan Documents; provided ordinary course of business restricting the assignment of such contracts, (7) any restrictions contained in the Contractor Services Agreements and any other restrictions that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations any renewal or extension of a restriction permitted by clause (x7)(x) are set forth in an agreement evidencing Indebtedness, are set forth in or any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness restriction so long as such modification, replacement, renewal, renewal or extension or refinancing does not expand the scope of such Contractual Obligationrestrictions, (ii8) restrictions imposed by applicable Law, (9) customary net worth provisions contained in real property leases or licenses of Intellectual Property entered into by the Borrower or any Subsidiary, (10) any such limitations or requirements that are binding on a Subsidiary Person at the time such Subsidiary Person first becomes became a Subsidiary of the Borrower, so long as all such Contractual Obligations limitations and requirements were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, together with any replacement agreement thereof so long as the terms thereof are not materially less favorable to such Subsidiary, (iii11) represent Indebtedness of a Subsidiary except for limitations or requirements that would not reasonably be expected to impair the ability of the Borrower which is not a and its Subsidiaries to perform their obligations under the Loan Party which is permitted by Section 7.03Documents, (iv) arise in connection with any Disposition permitted by Section 7.04 limitations or 7.05 and relate solely requirements pursuant to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder terms of Indebtedness permitted under Section 7.03 but solely 6.03 pursuant to a credit agreement, loan agreement, indenture or other documentation containing terms and provisions not materially less favorable to the extent any negative pledge relates to applicable obligor than the property financed by such Indebtedness, terms of this Agreement and (vii12) are customary other restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or (m) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a wholewould not, in the good faith judgment determination of the Borrower, no more restrictive with respect reasonably be expected to impair the ability of the Borrower or any of and its Subsidiaries than customary market terms for Indebtedness to perform their obligations under the Loan Documents; or (b) requires the grant of a Lien to secure an obligation of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that Person if a Lien is granted to secure another obligation of such restrictions will not affect its obligation or ability to make any payments required hereunderPerson.
Appears in 1 contract
Samples: Credit Agreement (Neustar Inc)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) any Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or (b) any Loan Party to create, incurEnter into, assume or suffer otherwise be bound, or permit any Wholly-Owned Subsidiary to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations enter into, assume or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which otherwise be bound, by any Negative Pledge other than (i) any Negative Pledge contained in an agreement entered into in connection with any Indebtedness that is permitted pursuant to Section 7.03, which Indebtedness is of a type that customarily includes a Negative Pledge; (ii) any Negative Pledge required by law; (iii) Negative Pledges contained in (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed agreements set forth on Schedule 7.09 hereto and 7.09; (y) any agreement relating to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtednesssale of any Subsidiary or any assets pending such sale, are set forth provided that in any agreement evidencing any permitted modificationsuch case, replacement, renewal, extension the Negative Pledge applies only to the Subsidiary or refinancing the assets that are the subject of such Indebtedness sale; or (z) any agreement in effect at the time any Person becomes a Wholly-Owned Subsidiary so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were agreement was not entered into solely in contemplation of such Person becoming a Wholly-Owned Subsidiary of the Borrowerand such restriction only applies to such Person and/or its assets, (iii) represent Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.03, and (iv) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements leases, licenses and other similar agreements applicable contracts restricting the assignment thereof, in each case as such agreements, leases or other contracts may be amended from time to joint ventures permitted under time and including any renewal, extension, refinancing or replacement thereof, provided that, with respect to any agreement described in clause (iii), such amendment, renewal, extension, refinancing or replacement does not contain restrictions of the type prohibited by this Section 7.02 and applicable solely to such joint venture entered into 7.09 that are, in the ordinary course of businessaggregate, (vi) are negative pledges and restrictions more onerous in any material respect on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or (m) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in Wholly-Owned Subsidiary than the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a wholerestrictions, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries than customary market terms for Indebtedness of such type (andaggregate, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunderoriginal agreement.
Appears in 1 contract
Samples: Credit Agreement (Hcp, Inc.)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower Enter or permit any of its Subsidiaries to, Material Restricted Subsidiary to enter into or permit to exist any Contractual Obligation (other than this Agreement the Loan Documents, the ABL Loan Documents or any other Loan Documentthe Impax Convertible Notes) that limits the ability of by its terms restricts (aI) with respect to any such Material Restricted Subsidiary of the Borrower that is not a Guarantor to make Guarantor, Restricted Payments from such Material Restricted Subsidiary to the Borrower or any Guarantor other Loan Party, as applicable, that is a direct or indirect parent of such Restricted Subsidiary or (bII) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and Borrower or any such Material Restricted Subsidiary that is a Loan Party, the Obligations or under granting of Liens by such Material Restricted Subsidiary pursuant to the Loan Security Documents; provided that the foregoing clauses (aI) and (bII) shall will not apply to any Contractual Obligations which that: (i1) (xa) exist on the Closing Date and (are, to the extent not otherwise permitted by this Section 7.09) are such Contractual Obligation relates to any security with a value exceeding $25.0 million, listed on Schedule 7.09 hereto 6.10 and (yb) to the extent Contractual Obligations permitted by clause (xa) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing Refinancing of such Indebtedness so long as (to the extent not otherwise permitted by this 169 US-DOCS\97700238.15141444430.9 Section 6.10) such modification, replacement, renewal, extension or refinancing Refinancing does not materially expand the scope of such Contractual Obligation, Obligation with respect to restrictions described in the preceding clauses (iiI) or (II); (2) are (a) binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the Borroweror (b) acquired in connection with a Permitted Investment, so long as as, in each case, such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or such Permitted Investment, in each case as such Contractual Obligations may be amended, restated, supplemented, modified extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the scope of the Borrower, any restriction contemplated by this Section 6.10 contained therein; (iii3) represent Indebtedness of a Restricted Subsidiary of the Borrower which that is not a Loan Party which is permitted by Section 7.03, Party; (iv4) are customary restrictions and conditions that arise in connection with (a) any Disposition Lien (other than Liens on Collateral) permitted by Section 7.04 or 7.05 6.02, and relate to the property permitted to be subject to such Lien; or (b) any Disposition pending consummation of such Disposition and solely with respect to the assets or Person (including Equity Interests) subject to such Disposition, ; (v5) are customary provisions in joint venture agreements and other or similar agreements relating to the applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, venture; (vi6) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 6.01, but solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness, Indebtedness and the proceeds and products thereof; (vii7) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, ; (viii) 8) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to under Section 7.03(e), (g) or (m) and 6.01 to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, ; (ix9) are (a) customary provisions restricting subletting or assignment of any lease governing a leasehold interest or (b) customary net worth provisions contained in Real Property leases entered into by Restricted Subsidiaries, so long as a Responsible Officer of the Borrower or any Subsidiary, has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and the other Restricted Subsidiaries to meet their ongoing obligations; (x10) are customary provisions restricting assignment of any agreement Contractual Obligation entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.; 170 US-DOCS\97700238.15141444430.9
Appears in 1 contract
Samples: Term Loan Credit Agreement (Amneal Pharmaceuticals, Inc.)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower it permit any of its the Restricted Subsidiaries to, enter into or permit cause to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits agreement restricting the ability of (ax) any Restricted Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments pay dividends or other distributions to the Borrower or any Guarantor other Loan Party, (y) any Restricted Subsidiary to make cash loans or advances to the Borrower or any other Loan Party or (bz) any Loan Party to create, incurpermit or gxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations, assume except restrictions:
(a) contained (i) herein or suffer to exist Liens on property of such Person for the benefit of the Lenders in any other Loan Document or (ii) in any document with respect to any Incremental Equivalent Debt, so long as, in the Facilities and case of this subclause (ii), such restrictions in the Obligations or under documentation evidencing such Indebtedness are no more restrictive, when taken as a whole, than those in effect prior to the Loan Documents; provided that the foregoing clauses (a) and relevant incurrence of such Indebtedness;
(b) shall not apply to Contractual Obligations which (i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (iii) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (iii) represent Indebtedness of a Restricted Subsidiary of the Borrower which that is not a Loan Party which is permitted by Section 7.036.01, (ivii) arise in connection with any Disposition Indebtedness permitted by Section 7.04 or 7.05 and relate solely 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness and the Restricted Subsidiaries or the assets or Person subject intended to secure such DispositionIndebtedness and (iii) Indebtedness permitted pursuant to clauses (m), (vp) (as it relates to Indebtedness in respect of clauses (a), (m), (q), (r), (u), (w) or (z) of Section 6.01), (q), (r), (u), (w) or (z) of Section 6.01, so long as, in the case of this subclause (iii), such restrictions in the documentation evidencing such Indebtedness are no more restrictive, when taken as a whole, than those in effect prior to the relevant incurrence of such Indebtedness;
(c) arising under customary provisions contained in leases, subleases, licenses, sublicenses, joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, ;
(vid) that are negative pledges and restrictions on Liens in favor or were created by virtue of any holder Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any assets or Capital Stock not otherwise prohibited under this Agreement;
(e) that are assumed in connection with any acquisition of Indebtedness permitted under Section 7.03 but property or the Capital Stock of any Person, so long as the relevant encumbrance or restriction relates solely to the extent Person and its Subsidiaries (including the Capital Stock of the relevant Person or Persons) or property so acquired and was not created in connection with or in anticipation of such acquisition;
(f) set forth in any negative pledge relates to agreement for any Disposition of any Restricted Subsidiary (or all or substantially all of the property financed assets thereof) that restricts the payment of dividends or other distributions or the making of cash loans or advances by such IndebtednessRestricted Subsidiary pending such Disposition;
(g) set forth in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis;
(h) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that prohibit or restrict the pledge or transfer of ownership interests in the relevant partnership, limited liability company, joint venture or similar Person;
(viii) are customary restrictions on leasesCash, subleases, licenses other deposits or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise net worth or similar restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or (m) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of Person under any lease governing a leasehold interest of the Borrower or any Subsidiary, (x) are customary provisions restricting assignment of any agreement contract entered into in the ordinary course of businessbusiness or for whose benefit such Cash, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into or net worth or similar restrictions exist;
(j) set forth in documents which exist on the ordinary course of business, Closing Date and were not created in contemplation thereof;
(xiik) arise in connection with cash arising pursuant to an agreement or other deposits instrument relating to any Indebtedness permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or be incurred after the Closing Date and permitted under Section 7.03 (including, without limitation, if the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that arerelevant restrictions, taken as a whole, are not materially less favorable to the Lenders than the restrictions contained in this Agreement, taken as a whole (as determined in good faith by the Borrower);
(l) arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit provided by a Governmental Authority;
(m) arising in any Hedge Agreement or any agreement relating to any Banking Services Obligation;
(n) relating to any asset (or all of the assets) of or the Capital Stock of the Borrower or any Restricted Subsidiary which is imposed pursuant to an agreement entered into in connection with any Disposition of such asset (or assets) or all or a portion of the Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(o) set forth in any agreement relating to any Permitted Lien that limits the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto so long as no such agreement prohibits any Loan Party from creating or granting a Lien on any of its properties or assets to secure the Secured Obligations; and
(p) imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (a) through (o) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or any of its Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunderrefinancing.
Appears in 1 contract
Samples: Credit Agreement (Cowen Inc.)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) any Restricted Subsidiary of the Borrower that is not a Guarantor Loan Party to make Restricted Payments to the Borrower or any Guarantor Loan Party (other than Holdings) or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities Revolving Credit Facility and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which that: (i) (xA) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (yB) to the extent Contractual Obligations permitted by clause (xA) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Subsidiary of the BorrowerRestricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary of the Borrowerpursuant to Section 6.14, (iii) represent Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is [Reserved], (iv) (a) with respect to clause (b) only, arise in connection with any Lien permitted by Section 7.037.01(a), (ivl), (s), (t)(i), (t)(ii) or (u) and relate to the property subject to such Lien or (b) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or (m) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.7.05,
Appears in 1 contract
Samples: Credit Agreement (Avaya Inc)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than (w) this Agreement or any other Loan Document, (x) the Term Loan Documents, (y) the 6.875% Notes and the indenture governing such Indebtedness and the 8.875% Notes and the indenture governing such Indebtedness, or (z) any Permitted Amendment/Refinancing of the foregoing) that limits the ability (i) of (a) any Subsidiary of the Borrower that is not a Guarantor Loan Party to make Restricted Payments to the Borrower or any Guarantor or (b) any Loan Party or (ii) of the Loan Parties to create, incur, assume or suffer to exist Liens on property of such Person for the benefit in favor of the Lenders with respect to Administrative Agent and, as applicable, the Facilities and the Obligations or Australian Security Trustee under the Loan Documents; provided, however, that none of the foregoing shall prohibit (A) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under clauses (c) or (f) of the definition of Permitted Indebtedness solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness; (B) customary anti-assignment provisions in contracts restricting the assignment thereof or in contracts for the Disposition of any assets or any Person, provided that the foregoing clauses restrictions in any such contract shall apply only to the assets or Person that is to be Disposed of; (aC) provisions in leases of real property that prohibit mortgages or pledges of the lessee’s interest under such lease or restricting subletting or assignment of such lease; (D) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures to the extent such joint ventures are not prohibited hereunder; (bE) shall not apply to customary restrictions arising under licenses and other contracts entered into in the ordinary course of business; (F) Contractual Obligations which (i) (x) exist on the Closing Date date hereof and (to the extent not otherwise permitted by this Section 7.097.10) are listed on Schedule 7.09 7.10 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing Permitted Amendment/Refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing Permitted Amendment/Refinancing does not expand the scope of such Contractual Obligation, ; (iiG) Contractual Obligations which are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the BorrowerSubsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (iii) represent Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.03, (iv) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or (m) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary, (xH) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Effective Date and permitted under Section 7.03 (including7.03, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that which are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower Parent or any of its Subsidiaries Subsidiary than customary market terms for Indebtedness of such type and which will not affect the obligation or the ability of the Loan Parties to make payments, grant Liens or otherwise comply with the Loan Documents provided that a certificate of a Responsible Officer of the Lead Borrower delivered to the Administrative Agent at least five (and5) Business Days prior to the incurrence of such Indebtedness, in any eventtogether with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, are no more restrictive than stating that the restrictions contained in this Agreement), so long as the Lead Borrower shall have has determined in good faith that such restrictions will not affect its obligation terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Lead Borrower within such five (5) Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees), or ability (I) any negative pledge, restriction on assignment, or any other limitations in any contracts or agreements relating to make assets of the type included in any payments required hereunderBorrowing Base or relating to any Agent’s rights to obtain, and the Loan Parties’ obligations to furnish, a Lien thereon.
Appears in 1 contract
Samples: Credit Agreement (Quiksilver Inc)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of of
(a) any Restricted Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or or
(b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which which
(i) (x) exist on the Closing September 2014 Amendment ClosingNo. 6 Effective Date and (to the extent not otherwise permitted by this Section 7.09) are listed on in Schedule 7.09 hereto to Amendment No. 36 and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, ,
(ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower; provided, further, that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 6.14,
(iii) represent Indebtedness of a Restricted Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.037.03 and which does not apply to any Loan Party,
(iv) are customary restrictions that arise in connection with (x) any Lien permitted by Sections 7.01(a), (ivk), (l), (p), (q), (r)(i), (r)(ii), (s) and (ee) and relate to the property subject to such Lien or (y) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, ,
(v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, ,
(vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to (i) the property financed by such Indebtedness, Indebtedness and the proceeds and products thereof or (ii) the property secured by such Indebtedness and the proceeds and products thereof so long as the agreements governing such Indebtedness permit the Liens securing the Obligations,
(vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the property interest, rights or the assets subject thereto, ,
(viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or ), (mn)(a), and (u) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or or, in the case of Section 7.03(g), to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, ,
(ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, ,
(x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, ,
(xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ,
(xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or deposit, and
(xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Term Loan Credit Agreement, the Senior2021 Notes, the Senior Unsecured Existing2024 Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.
Appears in 1 contract
Samples: Abl Credit Agreement (Prestige Brands Holdings, Inc.)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that prohibits, restricts, imposes any condition on or limits the ability of (a) any Restricted Subsidiary of the Borrower that is not a Guarantor Loan Party to make Restricted Payments to (directly or indirectly) or to make or repay loans or advances to any Loan Party or to Guarantee the Borrower or Obligations of any Guarantor Loan Party under the Loan Documents or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities Revolving Facility, the FILO Facility and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which that:
(i) (x) exist on the Closing Second Restatement Date and (to the extent not otherwise permitted by this Section 7.099.9) are listed on Schedule 7.09 9.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, ,
(ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Subsidiary of the BorrowerRestricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, Restricted Subsidiary,
(iii) represent Indebtedness of a Restricted Subsidiary of the Borrower which that is not a Loan Party which that is permitted by Section 7.03, 9.3,
(iv) (A) are customary restrictions that arise in connection with any (x) any Lien permitted by Sections 9.1(a), (l), (s), (t), (w), (x) and (dd) and relate to the property subject to such Lien or (y) Disposition permitted by Section 7.04 or 7.05 and relate 9.5 applicable pending such Disposition solely to the assets or Person subject to such Disposition, ,
(v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 9.2 and applicable solely to such joint venture entered into in the ordinary course of business, ,
(vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 9.3 but solely to the extent any negative pledge relates to the property financed by or the subject of such IndebtednessIndebtedness and the proceeds and products thereof and, in the case of the Term Facility and any Permitted Refinancing thereof, permit the Liens securing the Obligations without restriction (subject to the Intercreditor Agreement),
(vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, ,
(viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(eSections 9.3(e), (gm)(i), (p), (r) or (mu) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing Loan Party and/or Restricted Subsidiary party to such Indebtedness, ,
(ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, ,
(x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, ,
(xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ,
(xii) are restrictions contained in the Term Facility Credit Agreement and the Term Facility Documentation, and any documentation governing a Permitted Refinancing of any of the foregoing, or
(xiii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or Section 9.1, or
(xiiixiv) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Second Restatement Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) 9.3 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement)type, so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.
Appears in 1 contract
Samples: Credit Agreement (JOANN Inc.)
Burdensome Agreements. The Borrower shall notExcept for restrictions and conditions (1) imposed by Law, nor shall (2) existing on the Borrower permit date hereof, together with each extension, renewal, replacement (in the case of documents governing Indebtedness listed on Schedule 7.03), amendment or modification to the extent it does not expand the scope of any such restriction or condition or otherwise make the same more restrictive, (3) of its Subsidiaries toa customary nature contained in agreements relating to the Disposition of a Subsidiary otherwise permitted under this Agreement pending such Disposition, provided such restrictions and conditions apply only to the Subsidiary that is to be Disposed of, or (4) contained in joint venture agreements or other similar agreements entered into in the ordinary course of business in respect to the Disposition or distribution of assets of such joint venture, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document, or any related document, instrument or agreement) that (a) limits the ability (i) of (a) any Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Subsidiary Guarantor or to otherwise transfer property to the Borrower or any Subsidiary Guarantor, (bii) of any Loan Party Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of the Borrower or any Subsidiary to create, incur, assume or suffer permit to exist Liens on its property of such Person for to secure the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan DocumentsObligations; provided provided, however, that the foregoing clauses (ai) and (bii) shall not apply to Contractual Obligations which (i) (x) exist prohibit any such limitations contained in the Second Lien Loan Documents as in effect on the Second Lien Closing Date and (or that are applicable solely to the extent not otherwise any Subsidiary incurring Indebtedness permitted by this pursuant to Section 7.09) are listed on Schedule 7.09 hereto and (y7.03(h) to the extent Contractual Obligations permitted by clause (x) are set forth so provided in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of the agreements governing such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand and the scope of such Contractual Obligation, (ii) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, foregoing clause (iii) represent Indebtedness of a Subsidiary of the Borrower which is shall not a Loan Party which is permitted by Section 7.03, (ivA) arise in connection with prohibit any Disposition permitted by Section 7.04 negative pledge incurred or 7.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into provided in the ordinary course of business, (vi) are negative pledges and restrictions Second Lien Loan Documents as in effect on Liens the Second Lien Closing Date or in favor of any holder of a Lien permitted by Section 7.01(f), (i), (q), (r), (s) or (t) and secured Indebtedness permitted under Section 7.03 but 7.03(e), (h), or (n) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness, Indebtedness and (viiB) are apply to customary restrictions on provisions in leases, subleaseslicenses and similar contracts restricting the assignment, licenses encumbrance, sub-letting or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) transfer thereof; or (mb) and except for the Second Lien Loan Documents as in effect on the Second Lien Closing Date, requires the grant of a Lien to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries than customary market terms for Indebtedness secure an obligation of such type (and, in any event, are no more restrictive than Person if a Lien is granted to secure the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunderObligations.
Appears in 1 contract
Burdensome Agreements. The Borrower shall Company will not, nor shall the Borrower and will not permit any of its Subsidiaries to, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that that: limits the ability of (a) of any Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or Company; (b) of any Loan Party Subsidiary to Guarantee the Indebtedness of the Company under the Transaction Documents or (c) of the Company or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person for to secure the benefit obligations of the Lenders with respect to the Facilities and the Obligations or Transaction Parties under the Loan Transaction Documents; provided that the foregoing clauses , other than, in each case limitations and restrictions:
(a) set forth in this Agreement and any other Transaction Document;
(b) shall not apply to Contractual Obligations which (i) (x) exist on subletting or assignment of any leases or licenses of the Company or any Subsidiary or on the Closing Date and assignment of a Contractual Obligation or any rights thereunder or any other customary non-assignment provisions, in each case entered into in the ordinary course of business;
(to the extent not otherwise permitted by this Section 7.09c) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing IndebtednessContractual Obligations for the disposition of assets (including any Equity Interests in any Subsidiary) of the Company or any Subsidiary of the Company; provided such restrictions and conditions apply only to the assets or Subsidiary that is to be sold;
(d) set forth in the Farm Agreement, are the Airport Access and Use Agreement or the Joint Ownership Agreements;
(e) set forth in any agreement evidencing any Contractual Obligation governing Indebtedness permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligationunder Section 10.3(b), (ii) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrowerd), (iiif), (j), (m), (o) represent Indebtedness and (r);
(f) with respect to cash or other deposits (including escrowed funds) received by Company or any Subsidiary in the ordinary course of a Subsidiary of the Borrower which is not a Loan Party which is business and assets subject to Liens permitted by Section 7.03Xxxxxxx 00.0(x), (iv) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Dispositionx), (vx), (x), (x), (x), (x), (x), (x), (x) are customary provisions and (z);
(g) set forth in joint venture agreements and other similar agreements applicable to concerning joint ventures permitted under Section 7.02 and applicable solely to such joint venture venture;
(h) set forth in any Contractual Obligation relating to an asset being acquired existing at the time of acquisition or a Subsidiary existing at the time such Subsidiary is merged, consolidated or amalgamated with or into, or acquired by, the Company or any Subsidiary or becomes a Subsidiary and, in each case, not in contemplation thereof;
(i) contained in any trading, netting, operating, construction, service, supply, purchase, credit card, credit card processing service, debit card, stored value card, purchase card (including a so-called “procurement card” or “P-card”) or other agreement to which the Company or any of its Subsidiaries is a party and entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Company or such Subsidiary that are the subject of such agreement, the payment rights arising thereunder, the accounts associated with such agreement, or the proceeds thereof and does not extend to any other asset or property of the Company or such Subsidiary or the assets or property of any other Subsidiary;
(1) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by this Agreement (so long as such limitation or restriction applies only to the property or assets subject to such transfer, agreement to transfer, option, right or Lien), (2) contained in mortgages, pledges or other security agreements securing Indebtedness of a Subsidiary to the extent restricting the transfer of the property or assets subject thereto, (3) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Subsidiary, (4) pursuant to customary provisions in any swap or derivative transactions (including any Swap Agreement), (5) pursuant to customary provisions in leases or licenses of intellectual property (or in other contracts governing intellectual property rights) and other similar agreements entered into in the ordinary course of business, (vi6) are negative pledges and restrictions on Liens pursuant to customary net worth provisions contained in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the real property financed leases entered into by such IndebtednessSubsidiaries, (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as the Company has determined in good faith that such restrictions relate net worth provisions would not reasonably be expected to impair the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating ability of Company and its Subsidiaries to secured Indebtedness permitted pursuant to Section 7.03(e), (g) meet their ongoing obligations or (m7) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ;
(xiik) arise customary restrictions and conditions contained in connection with cash or other deposits the document relating to Liens permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that (1) such restrictions will or conditions relate only to the specific asset subject to such Lien, and (2) such restrictions and conditions are not affect its obligation created for the purpose of avoiding the restrictions imposed by this Section 10.8; or
(l) customary restrictions required by, or ability arising by operation of law under, applicable law, rule or regulation to make the extent contained in a document relating to the Equity Interests or governance of any payments required hereunderForeign Subsidiary that is not a Foreign Subsidiary Borrower.
Appears in 1 contract
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of of:
(a) any Subsidiary of the Borrower that is not a Guarantor Non-Loan Party to make Restricted Payments to the Borrower or any Guarantor Subsidiary Guarantor, or CHAR1\1970297v6
(b) the Borrower or any Loan Party Subsidiary Guarantor to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which which
(i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on in Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, ,
(ii) are binding on a Subsidiary of the Borrower at the time such Subsidiary of the Borrower first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, ,
(iii) represent Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is are customary restrictions that arise in connection with (x) any Lien permitted by Section 7.03Sections 7.01(k), (ivl), (p), (q), (r)(i), (r)(ii), (s) and (ee) and relate to the property subject to such Lien or (y) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, ,
(viv) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures constituting Permitted Investments or otherwise permitted under Section 7.02 7.06 and applicable solely to such joint venture entered into in the ordinary course of business, venture,
(viv) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, Indebtedness and the proceeds and products thereof,
(viivi) are customary restrictions on leases, subleases, licenses licenses, cross-licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the property interest, rights or the assets subject thereto, ,
(viiivii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or ), (mn)(i) and (u) to the extent that such restrictions apply only to the property or assets securing such Indebtedness or or, in the case of Section 7.03(g), to the Subsidiaries of the Borrower incurring or guaranteeing such Indebtedness, ,
(ixviii) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary, Subsidiary of the Borrower,
(xix) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, ,
(xix) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ,
(xiixi) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 or the definition of Permitted Investments, and limited to such cash or deposit or deposits, and 136 CHAR1\1970297v6
(xiiixii) solely with respect to clause (a), comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary of its Subsidiaries the Borrower than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.
Appears in 1 contract
Samples: Credit Agreement (Portillo's Inc.)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) limits in any material respect the ability (i) of any Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to or invest in the Borrower or any Guarantor, except for any agreement in effect (bA) on the date hereof or (B) at the time any Loan Party Subsidiary becomes a Subsidiary of Holdings, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of Holdings, (ii) of any Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of the Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan DocumentsPerson; provided provided, however, that the foregoing clauses this clause (a) and (biii) shall not apply to Contractual Obligations which (i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in prohibit any agreement evidencing any permitted modification, replacement, renewal, extension negative pledge incurred or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (iii) represent Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.03, (iv) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens provided in favor of any holder of Indebtedness permitted under Section 7.03 but 7.02(a)(ii)(D)(x) or 7.02(a)(ii)(F) solely to the extent any such negative pledge relates to the property financed by or the subject of such IndebtednessIndebtedness or the assets of the Disqualified Subsidiary referred to in Section 7.02(b)(F) or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided that clauses (a)(ii), (viia)(iii) are and (b) shall not be deemed to refer to customary restrictions on leasescovenants contained in any documents governing Permitted Unsecured Debt or Permitted Bridge Debt, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to covenants contain express exceptions permitting the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or (m) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest Guarantees of the Borrower or any Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in Obligations and the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers Liens created under contracts entered into in the ordinary course of business, (xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunderLoan Documents.
Appears in 1 contract
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or Agreement, any other Loan DocumentDocument or the documents governing the New Second Lien Notes existing on the Restatement Effective Date or the date that the New Second Lien Notes are initially issued and any Indebtedness permitted by Section 7.04(d); provided, that, such Indebtedness permits the Obligations, each Guaranty, and the Liens securing such Obligations)
(a) that limits the ability of (a) any Restricted Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or to otherwise transfer property to the Borrower; provided, that, the foregoing shall not apply to (i) restrictions and conditions (A) imposed by law or by any Guarantor Loan Document, (B) existing on the date hereof identified on Schedule 7.01 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (C) contained in agreements relating to a Disposition to a Person who is not an Affiliate of the MLP or any Restricted Subsidiaries pending such Disposition; provided, that, such restrictions and conditions apply only to the property or assets to be subject to such Disposition and such Disposition is permitted hereunder, or (D) imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, and (ii) customary provisions in leases and other contracts restricting the assignment thereof, (b) that limits the ability of the MLP or any Loan Party Restricted Subsidiary (other than a Foreign Subsidiary that is not required to deliver a Guaranty pursuant to Section 6.14) to guaranty the Obligations, or (c) that limits the ability of the MLP, the Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person for to secure the benefit of the Lenders with respect Obligations, except to the Facilities and the Obligations or under the Loan Documentsextent such Liens are not required by clause (i) through clause (vi) of Section 6.16(a); provided provided, however, that the foregoing clauses this clause (a) and (bc) shall not apply to Contractual Obligations which (i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension prohibit a negative pledge incurred or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (iii) represent Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.03, (iv) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens provided in favor of any holder of Indebtedness permitted under Section 7.03 but solely 7.04(e) or Section 7.04(f) to the extent any such negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) ; or (m) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereofd) that are, taken as requires the grant of a whole, in Lien to secure an obligation of a Loan Party if a Lien is granted to secure the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunderObligations.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Martin Midstream Partners L.P.)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of of
(a) any Restricted Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or or
(b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which which
(i) (x) exist on the Original Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on in Schedule 7.09 7.09(b) hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, ,
(ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower; provided, further, that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 6.14,
(iii) represent Indebtedness of a Restricted Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.037.03 and which does not apply to any Loan Party,
(iv) are customary restrictions that arise in connection with (x) any Lien permitted by Sections 7.01(a), (ivk), (l), (p), (q), (r)(i), (r)(ii), (s) and (ee) and relate to the property subject to such Lien or (y) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, ,
(v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, ,
(vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to (i) the property financed by such Indebtedness, Indebtedness and the proceeds and products thereof or (ii) the property secured by such Indebtedness and the proceeds and products thereof so long as the agreements governing such Indebtedness permit the Liens securing the Obligations,
(vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the property interest, rights or the assets subject thereto, ,
(viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or ), (mn)(a), and (u) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or or, in the case of Section 7.03(g), to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, ,
(ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, ,
(x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, ,
(xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ,
(xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or deposit, and
(xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Original Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured High Yield Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.
Appears in 1 contract
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of of
(a) any Restricted Subsidiary of the Parent Borrower that is not a Guarantor to make Restricted Payments to the Parent Borrower or any Guarantor or or
(b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which which
(i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule in Section 7.09 hereto of the Confidential Disclosure Letter and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, ,
(ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the Parent Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Parent Borrower; provided, further, that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 6.14,
(iii) represent Indebtedness of a Restricted Subsidiary of the Parent Borrower which is not a Loan Party which is permitted by Section 7.037.03 and which does not apply to any Loan Party,
(iv) are customary restrictions that arise in connection with (x) any Lien permitted by Sections 7.01(a), (ivk), (l), (p), (q), (r)(i), (r)(ii), (s) and (ee) and relate to the property subject to such Lien or (y) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, ,
(v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, ,
(vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to (i) the property financed by such Indebtedness, Indebtedness and the proceeds and products thereof or (ii) the property secured by such Indebtedness and the proceeds and products thereof so long as the agreements governing such Indebtedness permit the Liens securing the Obligations,
(vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the property interest, rights or the assets subject thereto, ,
(viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or ), (mn)(a), and (u) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or or, in the case of Section 7.03(g), to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, ,
(ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Parent Borrower or any Restricted Subsidiary, ,
(x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, ,
(xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ,
(xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or deposit, and
(xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured 2020 Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Parent Borrower, no more restrictive with respect to the Parent Borrower or any of its Subsidiaries Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Parent Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.
Appears in 1 contract
Samples: Credit Agreement (Change Healthcare Holdings, Inc.)
Burdensome Agreements. The No Borrower shall notshall, nor shall the any Borrower permit any of its Domestic Subsidiaries to, directly or indirectly enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) any Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property any agreement or arrangement limiting the ability of any of such Person for the benefit Subsidiaries to declare or pay dividends or other distributions in respect of the Lenders with respect its Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to the Facilities and the Obligations or under invest in, LS&Co or any of such Subsidiaries (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (a) the Loan Documents; provided that the foregoing clauses (a) and , (b) shall not apply to Contractual Obligations which (i) (x) exist restrictions on the Closing Date and declaration or payment or other distributions in respect of such Equity Interests contained in documentation for any Capital Markets Transaction permitted under Section 7.15(a)(ii) provided such restrictions do not prohibit any actions expressly permitted hereunder, (to c) restrictions on the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and foregoing (y) to other than restrictions of the extent Contractual Obligations permitted by clause (x) are type set forth in an agreement evidencing Indebtednessclause (b)), are if any, contained in documentation for any Capital Markets Transaction permitted under Section 7.15(a)(ii) provided that any such restrictions shall be deemed to be included herein as if set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligationthis Agreement, (iid) are binding restrictions on a Subsidiary at the time such Subsidiary first becomes transfer of the property subject to Equipment Financing Transactions permitted under Section 7.15(c)(viii), Real Estate Financing Transactions permitted under Section 7.15(c)(vii) and Dispositions of accounts receivable permitted under Section 7.17(d), (e) restrictions placed on the transfer by a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (iii) represent Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is permitted IP Rights granted by Section 7.03, (iv) arise LS&Co in connection with any Disposition permitted by Section 7.04 or 7.05 the terms of licenses between LS&Co and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or (m) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries than customary market terms for Indebtedness relating to such IP Rights, (f) restrictions required to be placed on the transfer of such type property pursuant to a Lien permitted under Section 7.13, and (and, in any event, are no more restrictive than the g) restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunderdocumentation for an IP Facility.
Appears in 1 contract
Samples: Credit Agreement (Levi Strauss & Co)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) any Subsidiary of the Borrower that is not a Guarantor Non-Loan Party to make Restricted Payments to the Borrower (directly or indirectly) or to make or repay loans or advances to any Guarantor Loan Party or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities any Facility and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which that:
(ia) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto date hereof and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement governing or evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not materially expand the scope of such Contractual Obligation, ;
(iib) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes or is designated as a Subsidiary of the BorrowerRestricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, Restricted Subsidiary;
(iiic) represent are imposed by agreements governing or evidencing Indebtedness of a Subsidiary of the Borrower which is not a Non-Loan Party which that is permitted by Section 7.03;
(d) are required, by or pursuant to, applicable Laws and/or imposed by a Governmental Authority or pursuant to any enforcement action by any Governmental Authority;
(ive) are customary restrictions that arise in connection with (x) any Lien permitted by Sections 7.01(a), (i), (j), (l), (m), (o), (r), (t), (u), (x), (y), (z), (aa), (bb), (dd), (ee), (ff), (gg), (hh), (ii), (jj), (mm), or (nn) or any document in connection therewith; provided that such restriction relates only to the property subject to such Lien or (y) any Disposition permitted by Section 7.04 or 7.05 and relate applicable pending such Disposition solely to the assets or Person subject to such Disposition, ;
(vf) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures Joint Ventures and non-Wholly Owned Subsidiaries permitted under Section 7.02 and applicable solely to such joint venture Person entered into in the ordinary course of business, ;
(vig) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the specific property financed by or the subject of such Indebtedness, Indebtedness and the proceeds and products thereof;
(viih) are customary restrictions on leases, subleases, licenses licenses, sublicenses, Equity Interests, or asset sale agreements and other similar agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, ;
(viiii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(eSections 7.03(b), (c), (e), (g), (h), (k), (m), (n), (o)(i), (p), (q), (r), (s), (t), (u) or (m) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, y);
(ixj) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, ;
(xk) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, ;
(xil) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ;
(xiim) are customary restrictions in any documentation governing any Incremental Equivalent Debt or any Refinancing Equivalent Debt;
(n) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or Section 7.01;
(xiiio) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, at the time such agreement is entered into, taken as a whole, in the good faith judgment of the Borrower, no not materially more restrictive with respect to the Borrower or any of its Subsidiaries Restricted Subsidiary than (x) customary market terms for Indebtedness of such type or (and, in any event, are no more restrictive than y) the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability of the Loan Parties to make any payments or grant any Liens required hereunder;
(p) apply by reason of any applicable Laws or are required by any Governmental Authority having jurisdiction over the Borrower’s or any Restricted Subsidiary’s status (or the status of any Subsidiary of such Restricted Subsidiary) as a Captive Insurance Subsidiary;
(q) are contracts or agreements for the sale or Disposition of assets, including any restriction with respect to a Subsidiary imposed pursuant to an agreement entered into for the sale or Disposition of the Equity Interests or assets of such Subsidiary;
(r) comprise restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; or
(s) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (r) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are (x) permitted hereunder or under any other Loan Document, (y) on customary market terms for contracts, obligations or instruments of such type or (z) in the good faith judgment of the Borrower, no more restrictive in any material respect with respect to such restrictions than those contained in such contracts, instruments or obligations prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) any Restricted Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or (b) the Borrower or any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Agents and the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual ObligationObligation in any material respect, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, ; provided further that this clause (iiiii) represent Indebtedness of shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.03, (iv) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or (m) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.6.15,
Appears in 1 contract
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that prohibits, restricts, imposes any condition on or limits the ability of (a) any Restricted Subsidiary of the Borrower that is not a Guarantor Loan Party to make Restricted Payments to (directly or indirectly) or to make or repay loans or advances to any Loan Party or to Guarantee the Borrower or Obligations of any Guarantor Loan Party under the Loan Documents or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities Facility and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which that:
(i) (x) exist on the Closing date hereofAmendmentAmendment No. 2 Effective Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, ,
(ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Subsidiary of the BorrowerRestricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, Restricted Subsidiary,
(iii) represent Indebtedness of a Restricted Subsidiary of the Borrower which that is not a Loan Party which that is permitted by Section 7.03, ,
(iv) are customary restrictions that arise in connection with (x) any Lien permitted by Sections 7.01(a), (l), (m), (s), (t)(i), (t)(ii), (u), (y) and (cc) and relate to the property subject to such Lien or (y) any Disposition permitted by Section 7.04 or 7.05 and relate applicable pending such Disposition solely to the assets or Person subject to such Disposition, ,
(v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, ,
(vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such IndebtednessIndebtedness (and excluding in any event any Indebtedness constituting any Junior Financing) and the proceeds and products thereof and, in the case of the ABL Facilities, Permitted Pari Passu Secured Debt, Permitted Ratio Debt, Credit Agreement Refinancing Indebtedness and any Permitted Refinancing of any of the foregoing, permit the Liens securing the Obligations without restriction (subject to the ABL Intercreditor Agreement),
(vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, ,
(viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section Sections 7.03(e), (g), (h), (o)(i), (r) or (mt) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing Restricted Subsidiary party to such Indebtedness, ,
(ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, ,
(x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, ,
(xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ,
(xii) are restrictions contained in the ABL Credit Agreement, the ABL Facilities Documentation, Senior Notes Indenture and the Senior Notes and any documentation governing a Permitted Refinancing of any of the foregoing,
(xiii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or Section 7.01, or
(xiiixiv) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement)type, so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.
Appears in 1 contract
Samples: Credit Agreement (JOANN Inc.)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document):
(a) that limits the ability of (a) any Subsidiary of the Borrower that is not a Guarantor (x) to make Restricted Payments Payments, loans or advances to the Borrower any Parent or any Guarantor or (y) transfer property to any Parent or any Guarantor, except for any Contractual Obligations:
(i) that arise in connection with any Disposition permitted pursuant to Section 7.05 and relating solely to the assets or Person subject to such Disposition,
(ii) that are customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in leases, licenses, conveyances, sales contracts and other agreements (provided that such restrictions are limited to the agreement itself or the property or assets secured by such Liens or the property or assets subject to such leases, licenses, conveyances, sales contracts or agreements, as the case may be),
(iii) that are in effect or committed (i) on the date hereof and set forth on Schedule 7.09 or (ii) at the time any Subsidiary becomes a Subsidiary of the Parent, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Parent,
(iv) that are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.03 and applicable solely to such joint venture,
(v) that are contained in the agreements governing Indebtedness incurred by Foreign Subsidiaries in compliance with Section 7.02 and that are applicable only to such Foreign Subsidiary and its Subsidiaries,
(vi) that are contained in any document, agreement or instrument governing or relating to any Lien permitted under Section 7.01 or Section 7.15, provided in each case that any such restriction relates only to the assets or property subject to such Lien, and
(vii) that are set forth in any agreement evidencing any permitted amendments, restatements, supplements, modifications, extensions, renewals and replacements of the agreements described in clause (iii) so long as such amendment restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the scope of any restriction or condition contained therein;
(b) that limits the ability of any Loan Party Domestic Subsidiary to Guarantee the Obligations, or
(c) that limits the ability of the Parent or any Domestic Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to secure the Facilities and the Obligations or under the Loan DocumentsObligations; provided provided, however, that the foregoing clauses this clause (a) and (bc) shall not apply to Contractual Obligations which prohibit
(i) (xany negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.02(o) exist on the Closing Date and (solely to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) any such negative pledge relates to the extent Contractual Obligations permitted property financed by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing the subject of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, and any proceeds thereof,
(ii) any agreement entered into in connection with any Disposition permitted pursuant to Section 7.05 and relating solely to the assets or Person subject to such Disposition,
(iii) restrictions by reason of customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in leases, licenses, conveyances, sales contracts and other agreements (provided that such restrictions are binding limited to the agreement itself or the property or assets secured by such Liens or the property or assets subject to such leases, licenses, conveyances, sales contracts or agreements, as the case may be),
(iv) any restriction pursuant to any document, agreement or instrument set forth on a Subsidiary Schedule 7.09,
(v) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Section 7.01 or Section 7.15, provided in each case that any such restriction relates only to the assets or property subject to such Lien,
(vi) any agreement which was in effect or committed at the time such any Subsidiary first becomes a Domestic Subsidiary of the BorrowerParent, so long as such Contractual Obligations were agreement was not entered into solely in contemplation of such Person becoming a Domestic Subsidiary of the Borrower, Parent,
(iiivii) represent Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.03, (iv) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 7.03 and applicable solely to such joint venture entered into venture, and
(viii) that are set forth in any agreement evidencing any permitted amendments, restatements, supplements, modifications, extensions, renewals and replacements of the ordinary course of business, agreements described in clauses (iv) and (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to amendment restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or (m) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment scope of any lease governing a leasehold interest of the Borrower restriction or any Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions condition contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereundertherein.
Appears in 1 contract
Burdensome Agreements. (a) The Borrower Loan Parties shall not, nor and shall the Borrower not permit any of its their Subsidiaries to, to enter into or permit to exist any Contractual Obligation contractual obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) of any Subsidiary of the Borrower that is not a Guarantor Parent to make Restricted Payments any dividend or distribution to the Borrower Parent or any Guarantor other Subsidiary of Parent or to otherwise transfer property to or invest in Parent or any other Subsidiary of Parent, in each case, except for any agreement in effect (i) on the Closing Date, including the IPO Restructuring Documents, or (ii) at the time any Subsidiary becomes a Subsidiary of a Loan Party, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of a Loan Party, (b) of any Loan Party to be jointly and severally liable in respect of the Obligations or any Subsidiary to guarantee the Obligations or (c) of any Loan Party or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person for to secure the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan DocumentsObligations; provided provided, however, that the foregoing clauses this clause (a) and (bc) shall not apply to Contractual Obligations which prohibit (i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension negative pledge incurred or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (iii) represent Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.03, (iv) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens provided in favor of any holder of Indebtedness permitted under Section 7.03 but 7.13(e) solely to the extent any such negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or (m) and to the extent that such restrictions apply only to the property or assets securing of such Indebtedness or to (ii) in the Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest case of the Borrower Major Companies, the Major Sleeve Facility.
(b) None of the Loan Parties shall permit any of their Unrestricted Subsidiaries to create, incur, assume or permit to exist any SubsidiaryLien on any property of such Unrestricted Subsidiary (other than Liens that would otherwise constitute Permitted Liens hereunder and, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course case of businessthe Major Companies, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) arise Liens granted in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or the Major Sleeve Facility).
(xiiip) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment 7.34 of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries than customary market terms for Indebtedness of such type Credit Agreement is hereby amended by replacing clauses (and, b) and (c) in any event, are no more restrictive than the restrictions contained in this Agreement), so long their entirety as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.follows:
Appears in 1 contract
Samples: Amendment No. 4 (Spark Energy, Inc.)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that prohibits, restricts, imposes any condition on or limits the ability of (a) any Restricted Subsidiary of the Borrower that is not a Guarantor Loan Party to make Restricted Payments to (directly or indirectly) or to make or repay loans or advances to any Loan Party or to Guarantee the Borrower or Obligations of any Guarantor Loan Party under the Loan Documents or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities Facility and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which that:
(i) (x) exist on the Closing Date date hereof and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, ,
(ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Subsidiary of the BorrowerRestricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, Restricted Subsidiary,
(iii) represent Indebtedness of a Restricted Subsidiary of the Borrower which that is not a Loan Party which that is permitted by Section 7.03, ,
(iv) are customary restrictions that arise in connection with (x) any Lien permitted by Sections 7.01(a), (l), (m), (s), (t)(i), (t)(ii), (u), (y) and (cc) and relate to the property subject to such Lien or (y) any Disposition permitted by Section 7.04 or 7.05 and relate applicable pending such Disposition solely to the assets or Person subject to such Disposition, ,
(v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, ,
(vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such IndebtednessIndebtedness (and excluding in any event any Indebtedness constituting any Junior Financing) and the proceeds and products thereof and, in the case of the ABL Facilities, First Lien Term Facilities, Permitted Priority Secured Debt, Permitted Pari Passu Secured Debt, Permitted Ratio Debt, Credit Agreement Refinancing Indebtedness and any Permitted Refinancing of any of the foregoing, permit the Liens securing the Obligations without restriction (subject to the ABL Intercreditor Agreement and the First Lien/Second Lien Intercreditor Agreement),
(vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, ,
(viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section Sections 7.03(e), (g), (h), (o)(i), (r), (s) or (mt) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing Restricted Subsidiary party to such Indebtedness, ,
(ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, ,
(x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, ,
(xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ,
(xii) are restrictions contained in the ABL Credit Agreement, the ABL Facilities Documentation, the First Lien Term Facilities Documentation and any documentation governing a Permitted Refinancing of any of the foregoing,
(xiii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or Section 7.01, or
(xiiixiv) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement)type, so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.
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Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or Agreement, any other Loan DocumentDocument or the Existing Senior Secured Facility Documents) that limits the ability of of:
(a) any Restricted Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or Guarantor; or
(b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan DocumentsObligations; provided that the foregoing clauses (aSections 7.09(a) and (b) shall not apply to Contractual Obligations which which:
(i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing (taken as a whole) does not materially expand the scope of such Contractual Obligation, Obligation (as determined in reasonable good faith by the Borrower);
(ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Subsidiary of the BorrowerRestricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary; provided, that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary of the Borrower, pursuant to Section 6.14;
(iii) represent Indebtedness of a Restricted Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.037.03 and which does not apply to any Loan Party;
(iv) are customary restrictions (as determined in reasonable good faith by the Borrower) that arise in connection with (x) any Lien permitted by Sections 7.01(a), (ivb), (i), (j), (k), (l), (p), (q), (r), (s), (u), (v), (w), (z), (aa), (cc), (dd), (ee), (gg), (hh), (ii), (jj) and (kk) and relate to the property subject to such Lien or (y) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, ;
(v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture and its equity entered into in the ordinary course of business, ;
(vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to (i) the property financed by such IndebtednessIndebtedness and the proceeds, accessions and products thereof or (ii) the property secured by such Indebtedness and the proceeds, accessions and products thereof so long as the agreements governing such Indebtedness permit the Liens securing the Obligations;
(vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the property interest, rights or the assets subject thereto, ;
(viii) comprise restrictions imposed by any agreement relating to (x) secured Indebtedness permitted pursuant to Section 7.03(eSections 7.03(b), (e), (g) or and (mn)(i) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or (y) Indebtedness permitted pursuant to Section 7.03(g), to the extent that such restrictions apply only to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, ;
(ix) are customary provisions restricting subletting subletting, transfer or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, ;
(x) are customary provisions restricting assignment or transfer of any agreement (including any hotel management agreement) entered into in the ordinary course of business, ;
(xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ;
(xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or deposit;
(xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.;
(xiv) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(xv) are restrictions regarding licensing or sublicensing by the Borrower and the Restricted Subsidiaries of intellectual property in the ordinary course of business;
(xvi) [reserved];
(xvii) are restrictions on cxxx xxxxxxx money deposits in favor of sellers in connection with acquisitions not prohibited hereunder; and
(xviii) are restrictions contained in the Existing Senior Secured Facility Documents and documents otherwise governing Indebtedness permitted pursuant to Section 7.03(y)
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Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Transaction Document) that limits the ability of (a) any Subsidiary of the Borrower that is not a Guarantor Restricted Party to make Restricted Payments to the Borrower or any Guarantor or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan DocumentsOriginator; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which which:
(i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09Section) are listed on Schedule 7.09 hereto 4.09 and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, ,
(ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Subsidiary of the BorrowerRestricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary and as amended or modified; provided, however, that any such amendment or modification is no less favorable to such Originator in any material respect as determined by the Board of Directors of such Originator in their reasonable and good faith judgment than the Borrower, provisions prior to such amendment or modification; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 4.04,
(iii) represent Indebtedness of a Restricted Subsidiary of the Borrower which is not a Loan Transaction Party which is permitted by Section 7.034.03, (iv) arise in connection with any Disposition permitted by Section 7.04 4.04 or 7.05 4.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or (m) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.,
Appears in 1 contract
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement, any other Loan Document, the Term Loan Credit Agreement, any Term Loan Document or the Note Purchase Agreement or any other Loan Note Purchase Document) that (a) limits the ability (i) of (a) any Restricted Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to or invest in the Borrower or any Guarantor, except for any agreement in effect (bA) on the date hereof and set forth on Schedule 7.09 or (B) at the time any Loan Party Person becomes a Restricted Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, (ii) of any Restricted Subsidiary to Guarantee the Obligations or (iii) of the Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on its property of such Person for to secure the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan DocumentsObligations; provided provided, however, that the foregoing clauses (ax) and this clause (biii) shall not apply to Contractual Obligations which (i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in prohibit any agreement evidencing any permitted modification, replacement, renewal, extension negative pledge incurred or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (iii) represent Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.03, (iv) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens provided in favor of any holder of Indebtedness permitted under Section 7.03 but 7.02(f) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness, (vii) are Indebtedness or customary restrictions on leasesassignment, subleases, licenses encumbrances or asset sale subletting in leases and other contracts and (y) this clause (iii) and the preceding clause (i) shall not prohibit customary restrictions and conditions contained in agreements otherwise permitted hereby so long as such restrictions relate relating to the assets subject theretosale of a Loan Party or an asset pending such sale, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or (m) and to the extent provided that such restrictions and conditions apply only to the property such Loan Party or assets securing such Indebtedness or asset that is to the Subsidiaries incurring or guaranteeing be sold and such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) arise in connection with cash or other deposits sale is permitted under Sections 7.01 and 7.02 and limited to such cash or deposit this Agreement; or (xiiib) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after requires the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as grant of a whole, in the good faith judgment of the Borrower, no more restrictive with respect Lien to the Borrower or any of its Subsidiaries than customary market terms for Indebtedness secure an obligation of such type (and, in any event, are no more restrictive than Person if a Lien is granted to secure the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunderObligations.
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Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) any Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or (b) any Loan Party to create, incurEnter into, assume or suffer otherwise be bound, or permit any Wholly-Owned Subsidiary to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations enter into, assume or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which otherwise be bound, by any Negative Pledge other than (i) any Negative Pledge contained in an agreement entered into in connection with any Indebtedness that is permitted pursuant to Section 7.03, which Indebtedness is of a type that customarily includes a Negative Pledge; (ii) any Negative Pledge required by law; (iii) Negative Pledges contained in (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed agreements set forth on Schedule 7.09 hereto and or that are Disclosed Matters; (y) any agreement relating to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtednesssale of any Subsidiary or any assets pending such sale, are set forth provided that in any agreement evidencing any permitted modificationsuch case, replacement, renewal, extension the Negative Pledge applies only to the Subsidiary or refinancing the assets that are the subject of such Indebtedness sale; or (z) any agreement in effect at the time any Person becomes a Wholly-Owned Subsidiary so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were agreement was not entered into solely in contemplation of such Person becoming a Wholly-Owned Subsidiary of the Borrowerand such restriction only applies to such Person and/or its assets, (iii) represent Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.03, and (iv) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements leases, licenses and other similar agreements applicable contracts restricting the assignment thereof, in each case as such agreements, leases or other contracts may be amended from time to joint ventures permitted under time and including any renewal, extension, refinancing or replacement thereof, provided that, with respect to any agreement described in clause (iii), such amendment, renewal, extension, refinancing or replacement does not contain restrictions of the type prohibited by this Section 7.02 and applicable solely to such joint venture entered into 7.09 that are, in the ordinary course of businessaggregate, (vi) are negative pledges and restrictions more onerous in any material respect on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or (m) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in Wholly-Owned Subsidiary than the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a wholerestrictions, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries than customary market terms for Indebtedness of such type (andaggregate, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunderoriginal agreement.
Appears in 1 contract
Samples: Credit Agreement (Hcp, Inc.)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that prohibits, restricts, imposes any condition on or limits the ability of (a) any Restricted Subsidiary of the Borrower that is not a Guarantor Loan Party to make Restricted Payments to (directly or indirectly) or to make or repay loans or advances to any Loan Party or to Guarantee the Borrower or Secured Obligations of any Guarantor Loan Party under the Loan Documents or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities Facility and the Secured Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which that:
(i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto date hereof and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual ObligationObligation such that the terms thereof are more restrictive with respect to such restrictions, taken as a whole,
(ii) are binding on a Restricted Subsidiary or any assets acquired by a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the Borroweror assets are first acquired, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, or assets being acquired,
(iii) represent Indebtedness of a Restricted Subsidiary of the Borrower which that is not a Loan Party which is permitted by Section 7.03, Party,
(iv) are customary restrictions that arise in connection with (x) any Lien permitted by Xxxxxxxx 0.00(x), (x), (x), (x), (x), (x)(x), (x)(xx), (x), (x), (xx) and (hh) and relate to the property subject to such Lien or (y) any Disposition permitted by Section 7.04 or 7.05 and relate applicable pending such Disposition solely to the assets or Person subject to such Disposition, ,
(v) are customary provisions in partnership agreements, limited liability company organizational documents, joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture Persons entered into in the ordinary course of business, ,
(vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such IndebtednessIndebtedness (and excluding in any event any Indebtedness constituting any Junior Financing) and the proceeds and products thereof and, in the case of the ABL Facility and any Term Loan Refinancing Debt, permit the Liens securing the Secured Obligations without restriction (subject to the ABL Intercreditor Agreement),
(vii) are customary restrictions on in leases, subleases, licenses licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, ,
(viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(eSections 7.03(b), (e), (g), (h), (n), (o)(i) or (mr) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, ,
(ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary, Loan Party,
(x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, ,
(xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ,
(xii) are customary restrictions contained in the ABL Credit Agreement and any Permitted Refinancing thereof,
(xiii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or Section 7.01,
(xiiixiv) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower Parent or any of its Subsidiaries Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, when taken as a whole, in the good faith judgment of the Borrower, are no not materially more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder,
(xv) are contained in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Equity Interests of a Person other than on a pro rata basis, or
(xvi) are customary net worth or similar provisions contained in real property leases entered into by any Loan Party so long as the Borrower has determined in good faith that such net worth or similar provisions could not reasonably be expected to impair the ability of any Loan Party to meet its ongoing obligations under the Loan Documents.
Appears in 1 contract
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or Agreement, any other Loan DocumentDocument or any First Lien Loan Document or any documentation in respect of Indebtedness permitted to be incurred pursuant to Section 7.02(b)(N) hereof) that (a) limits the ability (i) of (a) any Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to or invest in the Borrower or any Guarantor, except for any agreement in effect (bA) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Closing Date and date hereof or (to the extent not otherwise permitted by this Section 7.09B) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Subsidiary at the time such any Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (iiiii) represent of any Subsidiary other than a Non-CFC Foreign Subsidiary to Guarantee the Indebtedness of a Subsidiary of the Borrower which or (iii) of the Borrower or any Subsidiary other than a Non-CFC Foreign Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, however, that clause (a)(iii) shall not a Loan Party which is permitted by Section 7.03, prohibit (iv1) arise in connection with any Disposition permitted by Section 7.04 negative pledge incurred or 7.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens provided in favor of any holder of Indebtedness permitted under Section 7.03 but 7.02(b)(E) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness, (vii2) are any negative pledge incurred or provided in connection with any Lien permitted by Section 7.01 or any document or instrument governing any Lien permitted by Section 7.01, provided that any such restriction contained therein relates only to the asset or assets subject to such Lien permitted by Section 7.01, and (3) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by and conditions contained in any agreement relating to secured Indebtedness the sale of any property permitted pursuant to under Section 7.03(e7.05 pending the consummation of such sale; and provided further that clauses (a)(i), (g) or (mii) and (iii) above shall not apply to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment any Contractual Obligation of any lease governing a leasehold interest of the Borrower or any Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken Foreign Subsidiary as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will Contractual Obligation by its terms may be terminated by such Foreign Subsidiary at its option (whether or not affect its obligation or ability to make any payments required hereundersuch termination requires payment of additional consideration).
Appears in 1 contract
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability (i) of (a) any Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower Borrowers or any Guarantor or to otherwise transfer property to or invest in the Borrowers or any Guarantor, (bii) of any Loan Party Subsidiary to Guarantee the Indebtedness of the Borrowers or (iii) of Holdings or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person for Person; provided, however, that the benefit of the Lenders with respect foregoing restrictions in this Section 7.09 shall not apply to the Facilities and the Obligations or restrictions that:
(a) exist under the Loan Documents; provided that the foregoing clauses (a) and ,
(b) shall not apply to Contractual Obligations which (i) (x) exist on the Closing Date date hereof and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations restrictions permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does is not expand less favorable to the scope of such Contractual Obligation, Lenders,
(iic) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the BorrowerHoldings, so long as such Contractual Obligations restrictions were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, Holdings,
(iiid) are binding on a Non-Guarantor Subsidiary and represent Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.03, 7.02,
(ive) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate (so long as the applicable restriction applies solely to the assets or Person the subject of such Disposition and not to the proceeds to be received by any of its Subsidiaries in connection with such Disposition, ),
(vf) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 7.03 and applicable solely to such joint venture entered into in the ordinary course of business, venture,
(vig) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 7.02 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, ,
(viih) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, ,
(viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or (m) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, (ixi) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary,
(j) with respect to clause (b) above only, (x) are customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business, ,
(xik) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ,
(xiil) arise in connection with cash or other deposits permitted under Sections 7.01 7.02 and 7.02 7.03 and limited to such cash or deposit deposit,
(m) are restrictions regarding licensing or (xiii) comprise restrictions imposed sublicensing by any agreement governing Indebtedness entered into Holdings and its Subsidiaries of intellectual property in the ordinary course of business that could not reasonably be expected to have an adverse impact on or after the Closing Date business of the Borrowers and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that areits Subsidiaries, taken as a whole, in the good faith judgment and
(n) any amendments, modifications, restatements, refinancings or renewals of the Borroweragreements, no contracts or instruments referred to in clauses (a) through (m) above, provided that such amendments, modifications, restatements or renewals are not more materially restrictive with respect to the Borrower such encumbrances or any of its Subsidiaries restrictions than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions those contained in this Agreementsuch predecessor agreements, contracts or instruments (as reasonably determined by Holdings), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.
Appears in 1 contract
Burdensome Agreements. The Borrower shall Company will not, nor shall the Borrower and will not permit any of its Subsidiaries to, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that that: limits the ability of (a) of any Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or Company; (b) of any Loan Party Subsidiary to Guarantee the Indebtedness of the Company under the Transaction Documents or (c) of the Company or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person for to secure the benefit obligations of the Lenders with respect to the Facilities and the Obligations or Transaction Parties under the Loan Transaction Documents; provided that the foregoing clauses , other than, in each case limitations and restrictions:
(a) set forth in this Agreement and any other Transaction Document;
(b) shall not apply to Contractual Obligations which (i) (x) exist on subletting or assignment of any leases or licenses of the Company or any Subsidiary or on the Closing Date and assignment of a Contractual Obligation or any rights thereunder or any other customary non-assignment provisions, in each case entered into in the ordinary course of business;
(to the extent not otherwise permitted by this Section 7.09c) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing IndebtednessContractual Obligations for the disposition of assets (including any Equity Interests in any Subsidiary) of the Company or any Subsidiary of the Company; provided such restrictions and conditions apply only to the assets or Subsidiary that is to be sold;
(d) set forth in the Farm Agreement, are the Airport Access and Use Agreement or the Joint Ownership Agreements;
(e) set forth in any agreement evidencing any Contractual Obligation governing Indebtedness permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligationunder Section 10.3(b), (ii) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrowerd), (iiif), (j), (m), (o) represent Indebtedness and (r);
(f) with respect to cash or other deposits (including escrowed funds) received by Company or any Subsidiary in the ordinary course of a Subsidiary of the Borrower which is not a Loan Party which is business and assets subject to Liens permitted by Section 7.03Xxxxxxx 00.0(x), (iv) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Dispositionx), (vx), (x), (x), (x), (x), (x), (x), (x) are customary provisions and (z);
(g) set forth in joint venture agreements and other similar agreements applicable to concerning joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into venture; or
(h) set forth in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement Contractual Obligation relating to secured Indebtedness permitted pursuant to Section 7.03(e)an asset being acquired existing at the time of acquisition or a Subsidiary existing at the time such Subsidiary is merged, (g) consolidated or (m) and to amalgamated with or into, or acquired by, the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower Company or any Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash Subsidiary or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, becomes a Subsidiary and, in each case, any Permitted Refinancing not in respect contemplation thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.
Appears in 1 contract
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) any Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (iii) represent Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.03, (iv) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or (m) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.
Appears in 1 contract
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that prohibits, restricts, imposes any condition on or limits the ability of (a) any Restricted Subsidiary of the Borrower that is not a Guarantor Loan Party to make Restricted Payments to (directly or indirectly) or to make or repay loans or advances to any Loan Party or to Guarantee the Borrower or Obligations of any Guarantor Loan Party under the Loan Documents or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities Facility and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which that:
(i) (x) exist on the Closing Date date hereof and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, ,
(ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Subsidiary of the BorrowerRestricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, Restricted Subsidiary,
(iii) represent Indebtedness of a Restricted Subsidiary of the Borrower which that is not a Loan Party which that is permitted by Section 7.03, ,
(iv) are customary restrictions that arise in connection with (x) any Lien permitted by Sections 7.01(a), (l), (m), (s), (t)(i), (t)(ii), (u), (y) and (cc) and relate to the property subject to such Lien or (y) any Disposition permitted by Section 7.04 or 7.05 and relate applicable pending such Disposition solely to the assets or Person subject to such Disposition, ,
(v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, ,
(vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such IndebtednessIndebtedness (and excluding in any event any Indebtedness constituting any Junior Financing) and the proceeds and products thereof and, in the case of the ABL Facilities and any Term Loan Refinancing Debt, permit the Liens securing the Obligations without restriction (subject to the ABL Intercreditor Agreement), 137 J. Crew Term Loan Credit Agreement (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or (m) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.,
Appears in 1 contract
Samples: Credit Agreement (J Crew Group Inc)
Burdensome Agreements. The Borrower shall not, not nor shall the Borrower it permit any of its Subsidiaries toSubsidiaries, directly or indirectly to enter into or permit suffer to exist any Contractual Obligation (other than this Agreement agreement or any other Loan Document) that limits arrangement limiting the ability of (a) any of its Subsidiaries to declare or pay dividends or other distributions in respect of its Equity Interests or repay or prepay any Indebtedness owed to, make loans or advances to, or otherwise transfer assets to or invest in, the Borrower or any Subsidiary of the Borrower that is not (whether through a Guarantor to make Restricted Payments to covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (a) the Borrower or any Guarantor or Loan Documents, (b) any Loan Party restrictions on Subsidiaries formed in connection with Permitted Foreign Receivables Transactions permitted under Section 7.03(c)(vi) or (xvi) and Permitted Domestic Receivables Transactions ------------------- ----- permitted under Section 7.03(c)(x) contained in documentation for such Transactions to createthe ------------------ extent such restrictions are required by the other party thereto or are otherwise customary in standard market practice for similar receivables purchase transactions, incur, assume (c) restrictions on the declaration or suffer to exist Liens on property payment or other distributions in respect of such Person Equity Interests contained in documentation for any Capital Markets Transaction permitted under Section 7.03(a)(iii) provided -------------------- such restrictions do not prohibit any actions expressly permitted hereunder, (d) restrictions on the benefit foregoing (other than restrictions of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are type set forth in an agreement evidencing Indebtednessclause (c)), are if any, contained in documentation for any Capital Markets Transaction permitted under Section 7.03(a)(iii) provided that any such -------------------- restrictions shall be deemed to be included herein as if set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligationthis Agreement, (iie) are binding restrictions on a Subsidiary at the time such Subsidiary first becomes transfer of the property subject to Equipment Financing Transactions permitted under Section 7.03(c)(viii), Real Estate --------------------- Financing Transactions permitted under Section 7.03(c)(vii) and Dispositions of -------------------- accounts receivable permitted under Section 7.05(d), (f) restrictions placed on --------------- the transfer by a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (iii) represent Indebtedness of a Subsidiary of IP Rights granted by the Borrower which is not a Loan Party which is permitted by Section 7.03, (iv) arise in connection with the terms of licenses between the Borrower and any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject Subsidiaries relating to such DispositionIP Rights, and (vg) are customary provisions in joint venture agreements and other similar agreements applicable restrictions required to joint ventures be placed on the transfer of property pursuant to a Lien permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or (m) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.7.01. ------------
Appears in 1 contract
Samples: Credit Agreement (Levi Strauss & Co)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) any Subsidiary of the Borrower that is not a Guarantor Non-Loan Party to make Restricted Payments to the Borrower (directly or indirectly) or to make or repay loans or advances to any Guarantor Loan Party or (b) any 170 Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities any Facility and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which that:
(i1) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto date hereof and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, Obligation in a material respect;
(ii2) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes or is designated as a Subsidiary of the BorrowerRestricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, Restricted Subsidiary;
(iii3) represent are imposed by agreements governing or evidencing Indebtedness of a Subsidiary of the Borrower which is not a Non-Loan Party which that is permitted by Section 7.03;
(4) are required, by or pursuant to, applicable Laws;
(iv5) are customary restrictions that arise in connection with (x) any Lien permitted by Sections 7.01(a), (i), (l), (m), (o), (r), (t), (u), (x), (y), (z), (bb), (dd), (ee), (ff), (gg), (hh), (ii) and/or (jj) or any document in connection therewith provided that such restriction relates only to the property subject to such Lien or (y) any Disposition permitted by Section 7.04 or 7.05 and relate applicable pending such Disposition solely to the assets or Person subject to such Disposition, ;
(v6) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures Joint Ventures and non-wholly owned Subsidiaries permitted under Section 7.02 and applicable solely to such joint venture Person entered into in the ordinary course of business, ;
(vi7) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the specific property financed by or the subject of such Indebtedness, Indebtedness and the proceeds and products thereof;
(vii) 8) are customary restrictions on leases, subleases, licenses licenses, sublicenses, Equity Interests, or asset sale agreements and other similar agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, ;
(viii9) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(eSections 7.03(b), (e), (g), (h), (n), (o), (i), (p), (r), (s) or (mt) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, ;
(ix10) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, ;
(x11) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, ;
(xi12) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ;
(xii13) are customary restrictions in any Incremental Equivalent Debt or any Refinancing Equivalent Debt;
(14) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or Section 7.01; 171
(xiii15) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, at the time such agreement in entered into, taken as a whole, in the good faith judgment of the Borrower, no not materially more restrictive with respect to the Borrower or any of its Subsidiaries Restricted Subsidiary than (x) customary market terms for Indebtedness of such type type, (and, in any event, are no more restrictive than y) the restrictions contained in this AgreementAgreement or (z) restrictions in effect on the Closing Date (pursuant to documents in effect on the Closing Date), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder;
(16) apply by reason of any applicable Laws or are required by any Governmental Authority having jurisdiction over the Borrower’s or any Restricted Subsidiary’s status (or the status of any Subsidiary of such Restricted Subsidiary) as a Captive Insurance Subsidiary;
(17) are contracts or agreements for the sale or Disposition of assets, including any restriction with respect to a Subsidiary imposed pursuant to an agreement entered into for the sale or Disposition of the Equity Interests or assets of such Subsidiary;
(18) comprise restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; or
(19) are any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (r) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive in any material respect with respect to such restrictions than those contained in such contracts, instruments or obligations prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: Credit Agreement (Solo Brands, Inc.)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) any Restricted Subsidiary of the Borrower that is not a Guarantor Loan Party to make Restricted Payments to the Borrower or any Guarantor Loan Party (other than Holdings) or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities Revolving Credit Facility and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which that:
(i) (xA) exist on the Closing Date date hereof and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (yB) to the extent Contractual Obligations permitted by clause (xA) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, ,
(ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Subsidiary of the BorrowerRestricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary of the Borrower, pursuant to Section 6.14,
(iii) represent Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is [Reserved],
(iv) (a) with respect to clause (b) only, arise in connection with any Lien permitted by Section 7.037.01(a), (ivl), (s), (t)(i), (t)(ii) or (u) and relate to the property subject to such Lien or (b) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, 7.05,
(v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, ,
(vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, Indebtedness (and excluding in any event any Indebtedness constituting any Junior Financing) and the proceeds and products thereof,
(vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, ,
(viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to the first paragraph of Section 7.03 (with respect to non-Loan Parties), Section 7.03(e), 7.03(g), 7.03(n) (gwith respect to non-Loan Parties), 7.03(r) or (m7.03(aa) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or, in the case of Indebtedness incurred pursuant to Section 7.03(g) or 7.03(aa) only, to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, ,
(ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, ,
(x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, ,
(xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ,
(xii) are customary restrictions contained in the CF Credit Agreement, the CF Facility Documentation and the Bridge Facility Agreement and any Permitted Refinancing of any of the foregoing,
(xiii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash Section 7.01, and
(xiv) are restrictions in any one or deposit or (xiii) comprise restrictions imposed by any agreement more agreements governing Indebtedness entered into on or after the Closing Date and of a Restricted Subsidiary that is not a Loan Party that is permitted under to be incurred by Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder7.03.
Appears in 1 contract
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that prohibits, restricts, imposes any condition on or limits the ability of (a) any Subsidiary of the Borrower that is not a Guarantor Loan Party to make Restricted Payments to (directly or indirectly) or to make or repay loans or advances to any Loan Party or to Guarantee the Borrower or Obligations of any Guarantor Loan Party under the Loan Documents or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities DIP Facility and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which that:
(i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto hereto,
(ii) [reserved],
(iii) [reserved],
(iv) are customary restrictions that arise in connection with (x) any Lien permitted by Sections 7.01(a), (l), (m), (s), (t)(i), (t)(ii), (u), and (y) and relate to the extent Contractual Obligations permitted by clause property subject to such Lien or (xy) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (iii) represent Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.03, (iv) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate applicable pending such Disposition solely to the assets or Person subject to such Disposition, ,
(v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, [reserved],
(vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such IndebtednessIndebtedness and the proceeds and products thereof and, in the case of the ABL Facilities, permit the Liens securing the Obligations without restriction (subject to the ABL Intercreditor Agreement and the DIP Order),
(vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, ,
(viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section Sections 7.03(e), (g) o)(i), or (mr) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing Subsidiary party to such Indebtedness, ,
(ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary, ,
(x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, business and consistent with past practice,
(xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, business and consistent with past practice,
(xii) are restrictions contained in the ABL Credit Agreement or the ABL Facilities Documentation, or
(xiii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder7.01.
Appears in 1 contract
Samples: Senior Secured Super Priority Debtor in Possession Credit Agreement (JOANN Inc.)
Burdensome Agreements. The Borrower Holdings shall not, nor shall the Borrower Holdings permit any of its the Restricted Subsidiaries to, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) any Restricted Subsidiary of the Borrower Holdings that is not a Guarantor to make Restricted Payments to the Borrower Holdings or any Guarantor or to make or repay intercompany loans and advances to Holdings or any Guarantor or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (xi)(x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent 168 Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the BorrowerHoldings, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the BorrowerHoldings; provided, further, that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 6.14, (iii) represent Indebtedness of a Restricted Subsidiary of the Borrower Holdings which is not a Loan Party which is permitted by Section 7.03, (iv) arise in connection with any Disposition permitted by Section Sections 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or (m) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower Holdings or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or and (xiii) comprise are customary restrictions imposed by contained in any agreement governing Indebtedness entered into on Unsecured Bridge Loans or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.
Appears in 1 contract
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that prohibits, restricts, imposes any condition on or limits the ability of (a) any Restricted Subsidiary of the Borrower that is not a Guarantor Loan Party to make Restricted Payments to (directly or indirectly) or to make or repay loans or advances to any Loan Party or to Guarantee the Borrower or Obligations of any Guarantor Loan Party under the Loan Documents or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities Facility and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which that:
(i) (x) exist on the Closing Date date hereof and (to the extent not otherwise permitted by this Section 7.099.9) are listed on Schedule 7.09 9.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, ,
(ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Subsidiary of the BorrowerRestricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, Restricted Subsidiary,
(iii) represent Indebtedness of a Restricted Subsidiary of the Borrower which that is not a Loan Party which that is permitted by Section 7.03, 9.3,
(iv) (A) are customary restrictions that arise in connection with any (x) any Lien permitted by Sections 9.1(a), (l), (s), (t), (w), (x) and (dd) and relate to the property subject to such Lien or (y) Disposition permitted by Section 7.04 or 7.05 and relate 9.5 applicable pending such Disposition solely to the assets or Person subject to such Disposition, ,
(v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 9.2 and applicable solely to such joint venture entered into in the ordinary course of business, ,
(vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 9.3 but solely to the extent any negative pledge relates to the property financed by or the subject of such IndebtednessIndebtedness and the proceeds and products thereof and, in the case of the Term Facility and any Permitted Refinancing thereof, permit the Liens securing the Obligations without restriction (subject to the Intercreditor Agreement),
(vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, ,
(viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(eSections 9.3(e), (gm)(i), (p), (r) or (mu) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing Restricted Subsidiary party to such Indebtedness, ,
(ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, ,
(x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, ,
(xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ,
(xii) are restrictions contained in the Term Facility Credit Agreement, the Term Facility Documentation, the Senior Notes Indenture and the Senior Notes, and any documentation governing a Permitted Refinancing of any of the foregoing, or
(xiii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or Section 9.1; or
(xiiixiv) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Effective Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) 9.3 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement)type, so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.
Appears in 1 contract
Samples: Credit Agreement (JOANN Inc.)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that that:
(a) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; or
(b) limits the ability (i) of (a) any Non-Xxxxxxx Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to the Borrower or any Guarantor other than customary restrictions required in connection with (bx) financings permitted by this Agreement, the limitations of which are no more restrictive than the corresponding limitations applicable to the Borrower hereunder, and (y) Dispositions permitted by this Agreement and which limitations cover only such assets or Person(s) which are the subject matter of such Dispositions and, prior to such Disposition, permit the Liens granted under the Loan Documents therein, (ii) of any Loan Party Restricted Subsidiary to Guarantee the Indebtedness of the Borrower, or (iii) of the Borrower or any Non-Xxxxxxx Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan DocumentsPerson; provided provided, however, that the foregoing clauses this clause (a) and (biii) shall not apply to Contractual Obligations which prohibit:
(iA) a negative pledge contained in either (x) exist Indebtedness of any Non-Xxxxxxx Subsidiary as of the date it becomes a Non-Xxxxxxx Subsidiary of the Borrower in any transaction otherwise permitted hereunder or (y) Indebtedness outstanding on the Closing Date date hereof and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth 8.03, in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness each case so long as such modification, replacement, renewal, extension or refinancing provision does not expand the scope of such Contractual Obligation, (ii) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (iii) represent Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.03, (iv) arise in connection impair or conflict with any Disposition permitted by Security Instrument or with Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, 7.12 hereof;
(vB) are customary [Intentionally omitted];
(C) provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into limiting Liens on property as may be contained in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor terms of any holder of Indebtedness permitted under Section 7.03 but 8.03(e) and (n) solely to the extent any negative pledge such limitations relates to the property financed by or the subject of such Indebtedness;
(D) provisions limiting Liens on property, (vii) are customary restrictions and only on leasessuch property, subleases, licenses or asset sale agreements otherwise subject to a prior Lien permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to under Section 7.03(e8.01(d), (g) or (m) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtednesse), (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiaryf), (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of businessh), (xij), and (k); and
(E) are restrictions on cash such provisions as may be contained in any refinancing or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or (xiii) comprise restrictions imposed by any agreement governing replacing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including8.03, without limitation, provided that the Senior Notes, terms of such provisions shall be no less favorable to the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken Administrative Agent and the Lenders as a whole, were contained in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower Indebtedness being refinanced or any of its Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunderreplaced.
Appears in 1 contract
Burdensome Agreements. The Borrower shall will not, nor shall the Borrower and will not permit any of its Restricted Subsidiaries to, enter into or permit to exist any Contractual Obligation that (other than this Agreement or any other Loan Documenta) that limits the ability of (a) any Restricted Subsidiary of the Borrower that is not a Guarantor to make from making Restricted Payments to the Borrower or any Guarantor or from otherwise transferring property to or investing in the Borrower or any Guarantor, or (b) limits the ability of the Borrower or any Loan Party to create, incur, assume or suffer to exist Liens on property of Equity Interests held by such Person for the benefit of the Lenders Secured Parties with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (xA) exist on the Closing Date date hereof and (to the extent not otherwise permitted by this Section 7.096.10) are listed in Schedule 6.10, (B) are contained in the Senior Notes or Senior Notes Indenture as in effect on Schedule 7.09 hereto the date hereof and (yC) to the extent Contractual Obligations permitted by clause clauses (xA) and (B) are set forth in an agreement evidencing Indebtedness, are such Contractual Obligations may set forth in any agreement evidencing any permitted modification, replacementrefinancing, refunding, renewal, replacement or extension or refinancing of such Indebtedness so long as such modification, replacementrefinancing, refunding, renewal, replacement or extension or refinancing does not expand the scope of the restrictions described in clauses (a) or (b) that are contained in such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Subsidiary of the BorrowerRestricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the BorrowerRestricted Subsidiary, (iii) represent or arise in connection with Indebtedness of a Restricted Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.036.01, (iv) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition6.11, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 6.05 and applicable solely to such joint venture entered into in the ordinary course of businessventure, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 6.01 but solely to the extent any negative pledge relates to the property financed by or secured by such IndebtednessIndebtedness (and excluding in any event any Indebtedness constituting any Junior Financing) or that expressly permits Liens for the benefit of the Administrative Agent and the Lenders with respect to the credit facility established hereunder and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Indebtedness be secured by such Liens on an equal and ratable, or junior, basis, (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted not prohibited hereby so long as such restrictions may relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g6.01(e) or (m) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting assignment or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary, (x) are customary provisions restricting assignment transfer of any agreement entered into in the ordinary course of business, (xix) arise in connection with cash or other deposits permitted under Section 6.02 or are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xi) are existing under or by reason of applicable law or any applicable rule, regulation or order and (xii) arise are restrictions in connection with cash any one or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or (xiii) comprise restrictions imposed by any agreement more agreements governing Indebtedness entered into on or after the Closing Date that contain encumbrances and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) other restrictions that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive in any material respect with respect to the Borrower or any of its Subsidiaries Restricted Subsidiary than customary market terms for Indebtedness of those encumbrances and other restrictions that are in effect on the Closing Date pursuant to agreements and instruments in effect on the Closing Date or, if applicable, on the date on which such type (and, Restricted Subsidiary became a Restricted Subsidiary pursuant to agreements and instruments in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that effect on such restrictions will not affect its obligation or ability to make any payments required hereunderdate.
Appears in 1 contract
Samples: Credit Agreement (J2 Global, Inc.)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that prohibits, restricts, imposes any condition on or limits the ability of (a) any Restricted Subsidiary of the Borrower that is not a Guarantor Loan Party to make Restricted Payments to (directly or indirectly) or to make or repay loans or advances to any Loan Party or to Guarantee the Borrower or Obligations of any Guarantor Loan Party under the Loan Documents or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities Facility and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which that:
(i) (x) exist on the Closing Date date hereof and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, ,
(ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Subsidiary of the BorrowerRestricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, Restricted Subsidiary,
(iii) represent Indebtedness of a Restricted Subsidiary of the Borrower which that is not a Loan Party which that is permitted by Section 7.03, ,
(iv) are customary restrictions that arise in connection with (x) any Lien permitted by Sections 7.01(a), (l), (m), (s), (t)(i), (t)(ii), (u), (y) and (cc) and relate to the property subject to such Lien or (y) any Disposition permitted by Section 7.04 or 7.05 and relate applicable pending such Disposition solely to the assets or Person subject to such Disposition, ,
(v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, ,
(vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such IndebtednessIndebtedness (and excluding in any event any Indebtedness constituting any Junior Financing) and the proceeds and products thereof and, in the case of the ABL Facilities, Permitted Pari Passu Secured Debt, Permitted Ratio Debt, Credit Agreement Refinancing Indebtedness and any Permitted Refinancing of any of the foregoing, permit the Liens securing the Obligations without restriction (subject to the ABL Intercreditor Agreement),
(vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, ,
(viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section Sections 7.03(e), (g), (h), (o)(i), (r) or (mt) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing Restricted Subsidiary party to such Indebtedness, ,
(ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, ,
(x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, ,
(xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ,
(xii) are restrictions contained in the ABL Credit Agreement, the ABL Facilities Documentation, Senior Notes Indenture and the Senior Notes and any documentation governing a Permitted Refinancing of any of the foregoing,
(xiii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or Section 7.01, or
(xiiixiv) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement)type, so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.
Appears in 1 contract
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit suffer to exist or become effective any Contractual Obligation agreement or other arrangement that prohibits, restricts or imposes any condition upon (other than this Agreement or any other Loan Documenta) that limits the ability of (a) any Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or (b) any Loan Party Group Member to create, incur, assume or suffer to exist Liens on property any Lien upon any of its properties or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party or (b) the ability of any Restricted Subsidiary of the Borrower to (x) make Restricted Payments in respect of any Capital Stock of such Person for Restricted Subsidiary held by, or pay any Indebtedness owed to, the benefit Borrower or any other Restricted Subsidiary of the Lenders with respect to Borrower or (y) make loans or advances to, or other Investments in, the Facilities and Borrower or any other Restricted Subsidiary of the Obligations or Borrower, except for any such restrictions that:
(i) exist under the Loan Documents; provided that the foregoing clauses ,
(a) and (b) shall not apply to Contractual Obligations which (iii) (x) exist on the Closing Date date hereof and (to the extent not otherwise permitted by this Section 7.097.13) are listed on Schedule 7.09 7.13 hereto and (y) to the extent Contractual Obligations restrictions permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does is not expand (taken as a whole) materially less favorable to the scope of such Contractual Obligation, Lenders,
(iiiii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the Borrower, so long as such Contractual Obligations restrictions were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower; provided, further, that this clause (iii) shall not apply to restrictions that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 6.11,
(iv) are binding on a Foreign Subsidiary and represent Indebtedness of a Foreign Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.03, 7.2,
(ivv) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate 7.5 (so long as the applicable restriction applies solely to the assets the subject of such Disposition and not to the proceeds to be received by a Borrower or Person subject to any of its Restricted Subsidiaries in connection with such Disposition, ),
(vvi) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 7.8 and applicable solely to such joint venture entered into in the ordinary course of business, venture,
(vivii) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 7.2 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, ,
(viiviii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or (m) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, ,
(ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, ,
(x) are customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business, ,
(xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ,
(xii) arise in connection with cash or other deposits permitted under Sections 7.01 7.2 and 7.02 7.3 and limited to such cash or deposit or deposit,
(xiii) comprise are restrictions imposed regarding licensing or sublicensing by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitationHoldings, the Senior Notes, Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business,
(xiv) are restrictions contained in the Senior Unsecured Notes Note Indenture,
(xv) are customary restrictions contained in the documentation governing any Indebtedness incurred pursuant to Section 7.2(h) or any Junior Financing(q), and
(xvi) any amendments, modifications, restatements, refinancings or renewals of the agreements, contracts or instruments referred to in each caseclauses (i) through (xv) above, any Permitted Refinancing in respect thereof) provided that aresuch amendments, modifications, restatements or renewals, taken as a whole, in the good faith judgment of the Borrower, no are not materially more restrictive with respect to the Borrower such encumbrances or any of its Subsidiaries restrictions than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions those contained in this Agreement)such predecessor agreements, so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation contracts or ability to make any payments required hereunderinstruments.
Appears in 1 contract
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) any Subsidiary of the Borrower that is not a Guarantor Restricted Party to make Restricted Payments to the Borrower or any Guarantor or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan DocumentsBorrower; provided that the foregoing clauses (a) and (b) clause shall not apply to Contractual Obligations which which:
(i) (x) exist on the Closing Effective Date and (to the extent not otherwise permitted by this Section 7.09Section) are listed on Schedule 7.09 hereto 6.09 and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, ,
(ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Subsidiary of the BorrowerRestricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary and as amended or modified; provided, however, that any such amendment or modification is no less favorable to such Borrower in any material respect as determined by the board of directors of such Borrower in their reasonable and good faith judgment than the Borrower, provisions prior to such amendment or modification; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 6.04,
(iii) represent Indebtedness of a Restricted Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.036.03, (iv) arise in connection with any Disposition permitted by Section 7.04 6.04 or 7.05 Section 6.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or (m) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.,
Appears in 1 contract
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) any Restricted Subsidiary of the U.S. Borrower that is not a Guarantor to make Restricted Payments to the U.S. Borrower or any Guarantor other Restricted Subsidiary or (b) the U.S. Borrower or any other Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders Secured Parties with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Closing Date date hereof and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness permitted under Section 7.03 so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the U.S. Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the U.S. Borrower; provided further, that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 6.14, (iii) represent Indebtedness of a Restricted Subsidiary of the U.S. Borrower which is not a Loan Party which is permitted by Section 7.03, (iv) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition7.05, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such IndebtednessIndebtedness (and excluding in any event any Indebtedness constituting Third Party Financing), (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or (m) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the U.S. Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, and (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, business and (xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or (xiii) comprise restrictions are imposed by Law or by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunderGovernmental Authority.
Appears in 1 contract
Burdensome Agreements. The Borrower Except as provided herein or in any other Loan Document, any Term Loan Document, any document with respect to any “Incremental Equivalent Debt” (as defined herein) and/or in any agreement with respect to any refinancing, renewal or replacement of such Indebtedness that is permitted by Section 10.2.1, the Parent shall not, nor shall the Borrower it permit any of its Restricted Subsidiaries to, enter into or permit cause to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits agreement restricting the ability of (ax) any Restricted Subsidiary of the Borrower Parent that is not a Guarantor an Obligor to pay dividends or other distributions to the Parent or any Obligor, (y) any Restricted Subsidiary that is not an Obligor to make Restricted Payments cash loans or advances to the Borrower Parent or any Guarantor Obligor or (bz) any Loan Party Obligor to create, incurpermit or xxxxx x Xxxx on any of its properties or assets to secure the Obligations, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses except:
(a1) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any governing (i) Indebtedness of a Restricted Subsidiary that is not an Obligor permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligationby Section 10.2.1, (ii) are binding on Indebtedness permitted by Section 10.2.1 that is secured by a Subsidiary at Permitted Lien if the time relevant restriction applies only to the Person obligated under such Subsidiary first becomes a Subsidiary of Indebtedness and its Restricted Subsidiaries or the Borrower, so long as assets intended to secure such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, Indebtedness and (iii) represent Indebtedness of a Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.03pursuant to clauses (c), (iv) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Dispositionj), (vm), (p) are (as it relates to Indebtedness in respect of clauses (a), (c), (i)(A), (m), (q), (r), (u), (w), (x) and/or (y) of Section 10.2.1), (q), (r), (t), (u), (w) and/or (y) of Section 10.2.1;
(2) arising under customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, ; DB1/ 136236807.8
(vi3) that are negative pledges and restrictions on Liens in favor or were created by virtue of any holder Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any assets or Capital Stock not otherwise prohibited under this Agreement;
(4) that are assumed in connection with any acquisition of Indebtedness permitted under Section 7.03 but property or the Capital Stock of any Person, so long as the relevant encumbrance or restriction relates solely to the extent Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired and was not created in connection with or in anticipation of such acquisition;
(5) (i) set forth in any negative pledge relates to agreement for any Disposition of any Restricted Subsidiary (or all or substantially all of the property financed assets thereof) that restricts the payment of dividends or other distributions or the making of cash loans or advances by such IndebtednessRestricted Subsidiary pending such Disposition and/or (ii) provisions limiting the Disposition or distribution of assets or property in sale-leaseback agreements, (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate and similar agreements, which limitation is applicable only to the assets that are the subject theretoof such agreements (or the Persons the Capital Stock of which is the subject of such agreement);
(6) set forth in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis;
(7) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements, including provisions limiting the Disposition or distribution of assets or property in joint venture agreements that are applicable only to the assets that are the subject of such agreements (viii) comprise or the Capital Stock of which is the subject of such agreement);
(8) on Cash, other deposits or net worth or similar restrictions imposed by any Person under any contract entered into in the ordinary course of business or for whose benefit such Cash, other deposits or net worth or similar restrictions exist;
(9) set forth in documents which exist on the Closing Date and were not created specifically in contemplation thereof;
(10) arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Closing Date if the relevant restrictions, taken as a whole, are not materially less favorable to the Lenders than the restrictions contained in this Agreement, taken as a whole (as determined in good faith by the Borrower Agent);
(11) arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit;
(12) arising in any Hedging Agreement and/or any agreement relating to secured any Bank Product Debt (and/or any other obligation of the type described in Section 10.2.1(f));
(13) arising in any Specified Facility Lease and/or any other document or agreement relating to any Topgolf Location Indebtedness and/or any obligation not constituting Indebtedness relating to the financing of Topgolf locations;
(14) customary subordination and/or subrogation provisions set forth in documentation related to obligations of the type permitted pursuant to Section 7.03(eby Sections 10.2.1(e), (g), (h), (k), (aa) and/or (dd) (not relating to Indebtedness for Borrowed Money) or (m) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such other obligations not constituting Indebtedness, (ix) in each case that are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, ;
(xi15) are restrictions on cash set forth in any agreement relating to any Permitted Lien that limits the right of the Parent and/or any Restricted Subsidiary to Dispose of or other deposits imposed by customers under contracts entered into in encumber the ordinary course of business, assets subject thereto; and/or
(xii16) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or after the Closing Date and permitted under Section 7.03 refinancing of any contract, instrument or obligation referred to in clauses (includinga) through (o) above; provided that no such amendment, without limitationmodification, the Senior Notesrestatement, the Senior Unsecured Notes renewal, increase, supplement, refunding, replacement or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a wholerefinancing is, in the good faith judgment of the BorrowerBorrower Agent, no more restrictive with respect to the Borrower such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or any of its Subsidiaries than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.refinancing. DB1/ 136236807.8
Appears in 1 contract
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that prohibits, restricts, imposes any condition on or limits the ability of (a) any Restricted Subsidiary of the Borrower that is not a Guarantor Loan Party to make Restricted Payments to (directly or indirectly) or to make or repay loans or advances to any Loan Party or to Guarantee the Borrower or Obligations of any Guarantor Loan Party under the Loan Documents or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which that:
(i) (x) exist on the Closing Date date hereof and (to the extent not otherwise permitted by this Section 7.099.9) are listed on Schedule 7.09 9.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, ,
(ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Subsidiary of the BorrowerRestricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, Restricted Subsidiary,
(iii) represent Indebtedness of a Restricted Subsidiary of the Borrower which that is not a Loan Party which that is permitted by Section 7.03, 9.3,
(iv) are customary restrictions that arise in connection with (x) any Lien permitted by Sections 9.1(a),(l), (m), (s), (t)(i), (t)(ii), (u), (y) and (ee) and relate to the property subject to such Lien or (y) any Disposition permitted by Section 7.04 or 7.05 and relate 9.5 applicable pending such Disposition solely to the assets or Person subject to such Disposition, ,
(v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 9.2 and applicable solely to such joint venture entered into in the ordinary course of business, venture,
(vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 9.3 but solely to the extent any negative pledge relates to the property financed by or the subject of such IndebtednessIndebtedness (and excluding in any event any Indebtedness constituting any Junior Financing) and the proceeds and products thereof and, in the case of the Term Facility, Incremental Equivalent Debt and Refinancing Equivalent Debt, permit the Liens securing the Obligations without restriction (subject to the ABL Intercreditor Agreement),
(vii) are customary restrictions on leases, subleases, licenses licenses, cross-licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the property interest, rights or the assets subject thereto, ,
(viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(eSections 9.3(e), (g) or ), (mh), (o)(i), (r), (t), (w) and (z) to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, ,
(ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, ,
(x) are customary provisions restricting assignment of any agreement entered into in the ordinary course Ordinary Course of business, Business,
(xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course Ordinary Course of business, Business,
(xii) are customary restrictions contained in the Term Facility Credit Agreement, the Term Facility Documentation and any Permitted Refinancing thereof,
(xiii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash Section 9.1 or deposit or Section 9.2, or
(xiiixiv) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Effective Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) 9.3 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.
Appears in 1 contract
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of of:
(a) any Restricted Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or Borrower; or
(b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan DocumentsObligations; provided that the foregoing clauses (aSections 7.09(a) and (b) shall not apply to Contractual Obligations which which:
(i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing (taken as a whole) does not materially expand the scope of such Contractual Obligation, Obligation (as reasonably determined by the Borrower);
(ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Subsidiary of the BorrowerRestricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary; provided, further, that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary of the Borrower, pursuant to Section 6.14;
(iii) represent Indebtedness of a Restricted Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.037.03 and which does not apply to any Loan Party;
(iv) are customary restrictions (as reasonably determined by the Borrower) that arise in connection with (x) any Lien permitted by Sections 7.01(a), (ivb), (f), (i), (j)(i), (k), (l), (p), (q), (r)(i), (r)(ii), (s), (u), (v), (w), (z), (aa), (dd), (ee), (gg), (ii) and (kk) and relate to the property subject to such Lien or (y) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, ;
(v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, and its equity;
(vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to (i) the property financed by such IndebtednessIndebtedness and the proceeds, accessions and products thereof or (ii) the property secured by such Indebtedness and the proceeds, accessions and products thereof so long as the agreements governing such Indebtedness permit the Liens securing the Obligations;
(vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the property interest, rights or the assets subject thereto, ;
(viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(eSections 7.03(b), (e), (g), (n)(i), (u), (y) or and (mbb) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or, in the case of Section 7.03(g) or (u), to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, ;
(ix) are customary provisions restricting subletting subletting, transfer or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, ;
(x) are customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business, ;
(xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ;
(xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or deposit;
(xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, either (a) no more restrictive than the restrictions contained in this Agreement or (b) no more restrictive with respect to the Borrower or any of its Subsidiaries Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement)type, so long as the Borrower shall have determined in good faith that such restrictions pursuant to this clause (b) will not affect its obligation or ability to make any payments required hereunder;
(xiv) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(xv) are restrictions regarding licensing or sublicensing by the Borrower and its Restricted Subsidiaries of IP Rights (including customary restrictions on assignment contained in license or sublicense agreements) entered into in the ordinary course of business;
(xvi) [reserved]; and
(xvii) are restrictions on xxxx xxxxxxx money deposits in favor of sellers in connection with acquisitions not prohibited hereunder.
Appears in 1 contract
Burdensome Agreements. The Borrower shall notEnter into, nor shall the Borrower permit any of its Subsidiaries to, enter into or permit to exist exist, any Contractual Obligation (except for this Agreement and the other Loan Documents) that (a) restricts the ability of any such Loan Party or its Subsidiaries (other than Excluded Subsidiaries) to (i) act as a Loan Party, (ii) make Restricted Payments to any Loan Party, (iii) pay any Indebtedness or other obligation owed to any Loan Party, (iv) make loans or advances to any Loan Party, or (v) create any Lien upon any of their properties or assets, whether now owned or hereafter acquired, except in the case of clause (a)(v) only, for any document or instrument governing Indebtedness incurred pursuant to Section 7.02(c), provided that any such restriction contained therein relates only to the asset or assets constructed, financed or acquired in connection therewith or that is subject to a repo transaction permitted under Section 7.02(c)(ii); and except that:
(1) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or any other Loan Document,
(2) that limits the ability of (a) any Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Closing Date customary restrictions and (conditions contained in agreements relating to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto sale of a Subsidiary or other assets pending such sale; provided that such restrictions and (y) conditions apply only to the extent Contractual Obligations permitted Subsidiary or assets to be sold, pending the closing of the sale of the Subsidiary or assets to be sold, and such sale is not prohibited hereunder, [***] = Certain information contained in this document, marked by clause brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed.
(x3) are set forth in an agreement evidencing Indebtedness, are set forth in the foregoing shall not apply to any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension restriction or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Subsidiary condition in effect at the time such Subsidiary first any Person becomes a Subsidiary of the BorrowerBorrower via an acquisition from an unrelated third party permitted under Section 7.03(f), so long as such Contractual Obligations were agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, and
(iii4) represent Indebtedness of a Subsidiary of the Borrower which is foregoing shall not a Loan Party which is permitted by Section 7.03, (iv) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely apply to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or (m) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits (including escrowed funds) imposed by customers under contracts entered into in the ordinary course of business, (xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment business of the Borrower, no more restrictive with respect to the Borrower or its Subsidiary; or (b) requires the grant of any of its Subsidiaries than customary market terms Lien on property for Indebtedness of any obligation if a Lien on such type (and, in any event, are no more restrictive than property is given as security for the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunderSecured Obligations.
Appears in 1 contract
Samples: Credit Agreement (Sunrun Inc.)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of of:
(a) any Restricted Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or or
(b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which which
(i) (x) exist on the Original Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on in Schedule 7.09 7.09(b) hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, ,
(ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower; provided, further, that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 6.14,
(iii) represent Indebtedness of a Restricted Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.037.03 and which does not apply to any Loan Party,
(iv) are customary restrictions that arise in connection with (x) any Lien permitted by Sections 7.01(a), (ivk), (l), (p), (q), (r)(i), (r)(ii), (s) and (ee) and relate to the property subject to such Lien or (y) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, ,
(v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, ,
(vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to (i) the property financed by such Indebtedness, Indebtedness and the proceeds and products thereof or (ii) the property secured by such Indebtedness and the proceeds and products thereof so long as the agreements governing such Indebtedness permit the Liens securing the Obligations,
(vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the property interest, rights or the assets subject thereto, ,
(viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or ), (mn)(a), and (u) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or or, in the case of Section 7.03(g), to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, ,
(ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, ,
(x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, ,
(xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ,
(xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or deposit, and
(xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Original Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior (A) Unsecured Notes or any Junior Financing, and, in each case, Due 2020 and any Permitted Refinancing in respect thereof, (B) Unsecured Notes Due 2023 and any Permitted Refinancing thereof, (C) Secured Notes Due 2019 and any Permitted Refinancing thereof, (D) Secured 7.875% Notes Due 2022 and any Permitted Refinancing thereof and (E) Secured 8.875% Notes Due 2022 and any Permitted Refinancing thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.
Appears in 1 contract
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of of
(a) any Restricted Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or or
(b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which which
(i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule in Section 7.09 hereto of the Confidential Disclosure Letter and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, ,
(ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower; provided, further, that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 6.14,
(iii) represent Indebtedness of a Restricted Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.037.03 and which does not apply to any Loan Party,
(iv) are customary restrictions that arise in connection with (x) any Lien permitted by Sections 7.01(a), (ivk), (l), (p), (q), (r)(i), (r)(ii), (s) and (ee) and relate to the property subject to such Lien or (y) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, ,
(v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, ,
(vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to (i) the property financed by such Indebtedness, Indebtedness and the proceeds and products thereof or (ii) the property secured by such Indebtedness and the proceeds and products thereof so long as the agreements governing such Indebtedness permit the Liens securing the Obligations,
(vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the property interest, rights or the assets subject thereto, ,
(viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or ), (mn)(a), and (u) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or or, in the case of Section 7.03(g), to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, ,
(ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, ,
(x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, ,
(xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ,
(xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or deposit, and
(xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Term Loan Credit Agreement, the Senior Notes, the Senior Unsecured Existing Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder.
Appears in 1 contract
Samples: Abl Credit Agreement (Prestige Brands Holdings, Inc.)
Burdensome Agreements. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, enter Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that prohibits, restricts, imposes any condition on or limits the ability of (a) any Restricted Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to (directly or indirectly) or to make or repay loans or advances to any Loan Party or to Guarantee the Borrower or Obligations of any Guarantor Loan Party under the Loan Documents or (b) any Loan Party (other than Holdings) to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities Facility and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which that:
(i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, ;
(ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Subsidiary of the BorrowerRestricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, Restricted Subsidiary;
(iii) represent Indebtedness of a Restricted Subsidiary of the Borrower which that is not a Loan Party which that is permitted by Section 7.03, ;
(iv) are customary restrictions that arise in connection with (x) any Lien permitted by Xxxxxxx 0.00(x), (x), (x), (x), (x), (x)(x), (x)(xx), (x), (x) or (dd) and relate to the property subject to such Lien or (y) any Disposition permitted by Section 7.04 or 7.05 and relate applicable pending such Disposition solely to the assets or Person (including Equity Interests) subject to such Disposition, ;
(v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures Joint Ventures permitted under Section 7.02 and applicable solely to such joint venture Joint Venture entered into in the ordinary course of business, ;
(vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness (and excluding in any event any Indebtedness constituting any Junior Financing) and the proceeds and products thereof and, in the case of the First Lien Term Loan, any First Lien Credit Agreement Refinancing Indebtedness and any Credit Agreement Refinancing Indebtedness, permit the Liens securing the Obligations without restriction;
(vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, ;
(viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g), (h), (o)(i) or (mr) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Subsidiaries incurring or guaranteeing such Indebtedness, ;
(ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, ;
(x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, ;
(xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, ;
(xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or Section 7.01;
(xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 (including, without limitation, the Senior Notes, the Senior Unsecured Notes or any Junior Financing, and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any of its Subsidiaries Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder;
(xiv) apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over the Borrower or any Restricted Subsidiary;
(xv) customary restrictions contained in Indebtedness permitted to be incurred pursuant to Section 7.03(g), (h), (n) or (s), in each case, so long as no Restricted Subsidiary of the Borrower is restricted from (A) paying dividends or distributions to, or from repaying loans or transferring assets to, the Borrower and (B) Guaranteeing the Obligations of a Loan Party or from creating, incurring, assuming or suffering to exist Liens on property of such Restricted Subsidiary for the benefit of the Lenders and the Obligations under the Loan Documents; or
(xvi) are restrictions contained in the First Lien Credit Agreement, the First Lien Credit Documents and any Permitted Refinancing of any of the foregoing.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Advantage Solutions Inc.)
