Burdensome Agreements. Except as provided herein or in any other Loan Document and/or in agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (x) any Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions to the Borrower or any Loan Party, (y) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Borrower or any Loan Party or (z) any Loan Party to create, permit or xxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (each, a “Burdensome Agreement”), except restrictions: (a) set forth in any agreement evidencing or relating to (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 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 intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (m), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (r), (u) and/or (y) of Xxxxxxx 0.00), (x), (x), (x), (xx) or (ff) of Section 6.01; (b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith); (c) that are or were created by virtue of any 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 and were not created in contemplation thereof; (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 (or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management services; (m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement; (n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto; (o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); 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, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 5 contracts
Samples: Term Loan Credit Agreement (Claros Mortgage Trust, Inc.), Term Loan Credit Agreement (Claros Mortgage Trust, Inc.), Term Loan Credit Agreement (Claros Mortgage Trust, Inc.)
Burdensome Agreements. Except as provided herein or in any other Loan Document and/or in agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (x) any Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions to the Borrower or any Loan Party, (y) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Borrower or any Loan Party or (z) any Loan Party to create, permit or xxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (each, a “Burdensome Agreement”), except restrictions:
(a) set forth in any agreement evidencing or relating to (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 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 intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (m), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (r), (u) and/or (y) of Xxxxxxx 0.00), (x), (x), (x), (xx) or (ff) of Section 6.01;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith);
(c) that are or were created by virtue of any 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 and were not created in contemplation thereof;
(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 (or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); 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 (on) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 5 contracts
Samples: Term Loan Credit Agreement (Blackstone Mortgage Trust, Inc.), Term Loan Credit Agreement (Blackstone Mortgage Trust, Inc.), Term Loan Credit Agreement (Blackstone Mortgage Trust, Inc.)
Burdensome Agreements. Except as provided herein or in any other Loan Document and/or in agreements Document, the Second Lien Credit Agreement, any document with respect to refinancingsany Second Lien Incremental Debt and/or in any agreement with respect to any refinancing, renewals renewal or replacements replacement of such Indebtedness that are is permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (x) any Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions to the Borrower or any Loan Party, (y) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Borrower or any Loan Party or (z) any Loan Party to create, permit or xxxxx gxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (each, a “Burdensome Agreement”)Obligations, except restrictions:
(a) set forth in any agreement evidencing or relating to governing (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 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 intended to secure such Indebtedness and Indebtedness, (iii) Indebtedness permitted pursuant to clauses (m), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (q), (r), (u), (w), (y) and/or (y) of Xxxxxxx 0.00), (x), (x), (x), (xx) or (ffbb) of Section 6.01), (q), (r), (u), (w), (y) and/or (bb) of Section 6.01 and (iv) any Permitted Receivables Financing solely with respect to the assets subject to such Permitted Receivables Financing;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing subletting or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith)business;
(c) that are or were created by virtue of any 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 and were not created in contemplation thereof;
(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 (or and/or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management servicesBanking Services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit limits the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;; and/or
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); 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 (on) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 5 contracts
Samples: First Lien Credit Agreement (Waystar Holding Corp.), First Lien Credit Agreement (Waystar Holding Corp.), Fourth Amendment to the First Lien Credit Agreement (Waystar Holding Corp.)
Burdensome Agreements. Except as provided herein or in Enter into any other Loan Document and/or in agreements with respect to refinancings, renewals or replacements of such Indebtedness Contractual Obligation that are permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting limits the ability (a) of (x) any Subsidiary Guarantor to make Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions Payments to the Borrower or any Loan Party, (y) any Restricted Subsidiary that is not a Loan Party Guarantor or to make cash loans or advances otherwise transfer property to the Borrower or any Loan Party Subsidiary Guarantor, (b) of any Subsidiary Guarantor to Guarantee the Obligations or (zc) of the Borrower or any Loan Party Subsidiary Guarantor to create, permit incur, assume or xxxxx x Xxxx suffer to exist Liens on property of such Person (other than Excluded Property) to secure the Obligations, except:
(i) Contractual Obligations in existence as of the Closing Date and set forth in Schedule 7.09;
(ii) Contractual Obligations contained in this Agreement or any other Loan Document;
(iii) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.03(d), 7.03(e) or 7.03(m) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or 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;
(iv) any instrument governing Indebtedness or Equity Interests of a Person and its Subsidiaries acquired by the Borrower or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets to secure of any Person, other than the Secured Obligations (eachPerson and its Subsidiaries, a “Burdensome Agreement”)or the property or assets of the Person and its Subsidiaries, except restrictions:
(a) set forth so acquired, provided that, in any agreement evidencing or relating to (i) the case of Indebtedness, such Indebtedness of a Restricted Subsidiary that is not a Loan Party was permitted by Section 6.017.03;
(v) customary provisions restricting subletting or assignment of any lease, contract, or license of the Borrower or any Subsidiary or customary provisions in agreements that restrict the assignment of such agreement or any rights thereunder;
(iivi) any agreement for the sale or other Disposition of assets, including customary restrictions on distributions by a Subsidiary of the Borrower to be sold, pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary; provided, that such Disposition was permitted by Section 7.05;
(vii) any instrument or agreements governing Indebtedness permitted by Section 6.01 that 7.03(f), which encumbrance or restriction is secured by a Permitted Lien if the relevant restriction applies only not applicable to the Person obligated under such Indebtedness and its Restricted Subsidiaries any Person, or the properties or assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (m)of any Person, (p) (as it relates to Indebtedness other than the Foreign Subsidiaries obligated in respect of clauses (a), (m), (r), (u) and/or (y) of Xxxxxxx 0.00), (x), (x), (x), (xx) or (ff) of Section 6.01such Indebtedness;
(bviii) arising under customary provisions restricting assignments, subletting, licensing, sublicensing negative pledges in favor of holders of Indebtedness permitted by Section 7.03 that limit the right of the debtor to dispose of or encumber the assets financed with such Indebtedness;
(ix) restrictions on cash or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements deposits imposed by customers under contracts entered into in the ordinary course of business (determined by the Borrower in good faith)business;
(cx) that are or were created by virtue of any 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 agreements applicable to Joint Ventures permitted under any contract Section 7.02 and applicable solely to such Joint Venture and are entered into in the ordinary course of business or for whose benefit such Cash, other deposits or net worth or similar restrictions exist;business; and
(ixi) set forth in documents which exist on the Closing Date and were not created in contemplation thereof;
case of subclause (j) arising pursuant to an a), any agreement or instrument relating to any Indebtedness of a Subsidiary permitted to be incurred after subsequent to the Closing Date pursuant to Section 7.03 if the relevant restrictions, taken as a whole, encumbrances and restrictions are not materially less favorable to the Lenders more restrictive than the restrictions contained those set forth in this Agreement, taken as a whole (as determined in good faith by Agreement and do not otherwise materially impair the Borrower);
(k) arising under or as a result ability of applicable Requirements of Law or the terms of any license, authorization, concession or permit;
(l) arising in any Hedge Agreement (or any other agreement relating Loan Parties to any Derivative Transaction permitted perform their obligations under this Agreement) or any customary agreement in respect of deposit, treasury or cash management services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); 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, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 4 contracts
Samples: Credit Agreement (Greenbrier Companies Inc), Credit Agreement (Greenbrier Companies Inc), Credit Agreement (Greenbrier Companies Inc)
Burdensome Agreements. Except as provided herein or in any other Loan Document and/or in agreements Note Document, any First Lien Credit Document, the Series A Certificate of Designation (solely with respect to refinancingsclause (x) below) and/or any agreement with respect to any refinancing, renewals renewal or replacements replacement of such Indebtedness that are is permitted by Section 6.016.01 or the Series A Preferred Shares, as applicable, the Borrower Issuer shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (x) any Restricted Subsidiary of the Borrower Issuer that is not a Loan Note Party to pay dividends or other distributions to the Borrower Issuer or any Loan Party, Note Party or (y) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Borrower or any Loan Party or (z) any Loan Note Party to create, permit or xxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (each, a “Burdensome Agreement”)Obligations, except restrictions:
(a) set forth in any agreement evidencing or relating to (i) Indebtedness of a Restricted Subsidiary that is not a Loan Note Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 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 intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (j), (m), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (r), (u), (w) and/or (y) of Xxxxxxx 0.00Section 6.01), (xr), (xu), (x), w) and/or (xx) or (ffy) of Section 6.01;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing subletting or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith)business;
(c) that are or were created by virtue of any 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 and were not created in contemplation thereof;
(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 Purchasers than the restrictions contained in this Agreement, taken as a whole (as determined in good faith by the BorrowerIssuer);
(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 (or and/or any other agreement relating to any Derivative Transaction permitted under this Agreement) or Banking Services Obligation (and/or any customary agreement other obligation of the type described in respect of deposit, treasury or cash management servicesSection 6.01(f));
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower Issuer and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit limits the right of the Borrower or Issuer and/or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;; and/or
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); 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 (on) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the BorrowerIssuer, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 4 contracts
Samples: Note Purchase Agreement (ATI Physical Therapy, Inc.), Note Purchase Agreement (ATI Physical Therapy, Inc.), Note Purchase Agreement (ATI Physical Therapy, Inc.)
Burdensome Agreements. Except as provided herein Enter into, or in permit to exist, any other Loan Document and/or in agreements with respect to refinancings, renewals Contractual Obligation that:
(a) encumbers or replacements of such Indebtedness that are permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting restricts the ability of any such Person to (xi) any Restricted Subsidiary of the Borrower that is not to act as a Loan Party Party; (ii) make Restricted Payments to pay dividends or other distributions to the Borrower or any Loan Party, (yiii) pay any Restricted Subsidiary that is not a Indebtedness or other obligation owed to any Loan Party to Party, (iv) make cash loans or advances to the Borrower or any Loan Party Party, or (zv) create any Loan Party to create, permit or xxxxx x Xxxx on Lien upon any of its their properties or assets to secure assets, whether now owned or hereafter acquired, or
(b) requires the grant of any Lien on property for any obligation if a Lien on such property is given as security for the Secured Obligations (eachObligations, a “Burdensome Agreement”)except, except restrictions:
in each case of the foregoing clauses (a) and (b) (unless specifically noted otherwise):
(i) this Agreement and the other Loan Documents
(ii) 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 or acquired in connection therewith;
(iii) negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.02 but solely to the extent any negative pledge relates to (i) the property financed by such Indebtedness and the proceeds and products thereof or (ii) the property of the Borrower and its Subsidiaries so long as the agreements governing such Indebtedness permit the Liens securing the Obligations;
(iv) customary restrictions on the assignment of leases, licenses and other agreements;
(v) any agreement in effect at the time any Person 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 or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as only applicable to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or relating condition contained therein;
(vi) customary provisions in joint venture agreements to (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party the extent entered into in connection with any Investment permitted by Section 6.01, 7.03; and
(iivii) Indebtedness permitted by Section 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 intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (m), (p) customary restrictions (as it relates to Indebtedness in respect of clauses (a), (m), (r), (ureasonably determined by the Borrower) and/or (y) of Xxxxxxx 0.00), (x), (x), (x), (xx) or (ff) of Section 6.01;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing on cash or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements deposits imposed by customers under contracts entered into in the ordinary course of business (determined by the Borrower in good faith);
(c) that are or were created by virtue of any 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 and were not created in contemplation thereof;
(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 (or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); 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, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingbusiness.
Appears in 4 contracts
Samples: Amended and Restated Credit Agreement (Digital Turbine, Inc.), Credit Agreement (Digital Turbine, Inc.), Credit Agreement (Digital Turbine, Inc.)
Burdensome Agreements. Except as provided herein (a) Enter into, or permit to exist, any Contractual Obligation (except for the Loan Documents) that encumbers or restricts the ability of any Restricted Subsidiary (other than a Loan Party) to (i) make Restricted Payments to any Loan Party (it being understood that the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Equity Interests), (ii) make loans or advances to any other Loan Document and/or in agreements with respect Party (it being understood that the subordination of loans or advances made to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrower or any Restricted Subsidiary to other Indebtedness incurred by the Borrower or any Restricted Subsidiary shall notnot be deemed a restriction on the ability to make loans or advances), nor shall it permit or (iii) transfer any of its property to any Loan Party, except for (A) agreements governing other Indebtedness permitted under Section 7.03 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that in the good faith judgment of the Borrower, such encumbrances and restrictions will not materially affect the Borrower’s ability to repay the Obligations in accordance with their terms, (B) restrictions imposed by applicable Law, (C) any instrument governing Indebtedness or Equity Interests of a Person acquired by the Borrower or any of its Restricted Subsidiaries toas in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests was incurred in connection with or in contemplation of such acquisition), enter into which encumbrance or cause to exist any agreement restricting the ability of (x) any Restricted Subsidiary of the Borrower that restriction is not a Loan Party applicable to pay dividends any Person, or other distributions to the Borrower or any Loan Party, (y) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Borrower or any Loan Party or (z) any Loan Party to create, permit or xxxxx x Xxxx on any of its properties or assets to secure of any Person, other than the Secured Obligations (eachPerson, a “Burdensome Agreement”)or the property or assets of the Person, except restrictions:
(a) set forth so acquired; provided that, in any agreement evidencing or relating to (i) the case of Indebtedness, such Indebtedness of a Restricted Subsidiary that is not a Loan Party was permitted by Section 6.01the terms of this Agreement to be incurred, (iiD) Indebtedness permitted by Section 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 intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (m), (p) (as it relates to Indebtedness customary non-assignment provisions in respect of clauses (a), (m), (r), (u) and/or (y) of Xxxxxxx 0.00), (x), (x), (x), (xx) or (ff) of Section 6.01;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements licenses and other agreements contracts entered into in the ordinary course of business, (E) purchase money obligations for property acquired in the ordinary course of business (determined by and capital leases that impose restrictions on the Borrower in good faith);
(c) that are property purchased or were created by virtue of any 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 leased of the relevant Person or Personsnature described in clause (iii) and/or property so acquired and was not created in connection with or in anticipation of such acquisition;
above, (eF) set forth in any agreement for any Disposition the sale or other disposition of any all or a portion of the Equity Interests or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition, (or all or substantially all G) Permitted Liens that limit the right of the debtor to dispose of the assets thereofsubject to such Liens, (H) that restricts provisions limiting the payment disposition or distribution of dividends assets or other distributions or the making of cash loans or advances by such Restricted Subsidiary pending such Disposition;
(f) set forth property 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 joint venture agreements, limited liability company organizational governance documentsasset sale agreements, joint venture sale-leaseback agreements, stock sale agreements and other similar agreements;
, which limitation is applicable only to the assets that are the subject of such agreements and (hI) restrictions on Cash, cash or other deposits or net worth or similar restrictions imposed by any Person customers under any contract contracts entered into in the ordinary course of business or imposed pursuant to other escrow or deposit arrangements permitted under this Agreement.
(b) Enter into, or permit to exist, any Contractual Obligation (except for whose benefit the Loan Documents) that encumbers or restricts the ability of any such CashPerson (other than a Foreign Subsidiary) to (i) pledge its property pursuant to the Loan Documents or (ii) act as a Loan Party pursuant to the Loan Documents, except for: (A) restrictions imposed by applicable Law, (B) any document or instrument governing Indebtedness incurred pursuant to Section 7.03(e) (provided, that any such restriction contained therein relates only to the asset or assets securing such Indebtedness), (C) any Permitted Lien or any document or instrument governing any Permitted Lien (provided, that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (D) obligations that are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Subsidiary of the Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Subsidiary, (E) customary restrictions contained in an agreement related to the sale of property that limit the transfer of such property pending the consummation of such sale, (F) customary restrictions in leases, subleases, licenses and sublicenses, asset sale agreements, joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto (and/or to the assignability of such agreement), (G) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (H) restrictions on cash or other deposits or net worth or similar restrictions exist;
(i) set forth in documents which exist on the Closing Date and were not created in contemplation thereof;
(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 imposed by the Borrower);
(k) arising customers 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 (or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which is imposed pursuant to an agreement contracts entered into in connection with any Disposition of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business or imposed pursuant to other escrow or deposit arrangements permitted under this Agreement, and (as determined in good faith by the Borrower); and
(pI) restrictions imposed by any amendmentagreement governing Indebtedness entered into after the Closing Date and permitted under Section 7.03 that are, 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 istaken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to Borrower or any Restricted Subsidiary than then customary market terms for Indebtedness of such restrictionstype, so long as such restrictions do not restrict and are not violated by the Guarantees and Liens provided under, or required to be provided under, the Loan Documents as in effect on the date of entry into the relevant agreement or instrument. It is agreed, for the avoidance of doubt, that the restrictions contained in the Senior Notes (and restrictions applicable to any Permitted Refinancing Indebtedness in respect of the Senior Notes or other future Indebtedness incurred pursuant to Section 7.03(p) which are not substantially more restrictive, taken as a whole, than those such restrictions in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingthe Senior Notes) do not violate the above provisions of this clause (b).
Appears in 3 contracts
Samples: Credit Agreement (Coeur Mining, Inc.), Credit Agreement (Coeur Mining, Inc.), Credit Agreement (Coeur Mining, Inc.)
Burdensome Agreements. Except as provided herein Enter into, or in permit to exist, any other Loan Document and/or in agreements with respect Contractual Obligation to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, which the Borrower shall not, nor shall it permit or any of its Restricted Subsidiaries to, enter into is a party that: (a) encumbers or cause to exist any agreement restricting restricts the ability of (x) any Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions to the Borrower or any of its Subsidiaries to (i) make Restricted Payments to any Loan Party, (yii) pay any Restricted Subsidiary that is not a Indebtedness or other obligation owed to any Loan Party to Party, (iii) make cash loans or advances to the Borrower or any Loan Party or Party, (ziv) any Loan Party to create, permit or xxxxx x Xxxx on transfer any of its properties property to any Loan Party, (v) in the case of the Borrower and its Domestic Subsidiaries, pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) in the case of the Borrower and its Domestic Subsidiaries, act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for: (A) this Agreement and the other Loan Documents; (B) the Securitization Documents; (C) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e); provided, that, any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith; (D) any document or instrument governing Indebtedness incurred pursuant to secure the Secured Obligations (each, a “Burdensome Agreement”Section 8.03(b), except restrictions:
Section 8.03(c) (ato the extent arising from subordination provisions in favor of the Administrative Agent), Section 8.03(f), Section 8.03(g), Section 8.03(h), Section 8.03(k), or Section 8.03(n); (E) set forth any Permitted Lien or any document or instrument governing any Permitted Lien; provided, that, any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien; (F) customary restrictions and conditions contained in any agreement evidencing or relating to (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 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 intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (m), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (r), (u) and/or (y) of Xxxxxxx 0.00), (x), (x), (x), (xx) or (ff) of Section 6.01;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing or other transfers (including the granting sale of any Lienproperty permitted under Section 8.05 pending the consummation of such sale; (G) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase waivers of rights of subrogation and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course subordination of business (determined by the Borrower in good faith);
(c) that are or were created by virtue of any 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 intercompany obligations in connection with any acquisition of property or the Capital Stock of any Person, so long as the relevant encumbrance or restriction relates solely credit support provided 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 a Foreign 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 and were not created in contemplation thereof;
(j) arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after pursuant to Section 8.03; (H) customary restrictions on transfer in license agreements restricting the Closing Date if the relevant restrictions, taken as a whole, are not materially less favorable assignment or transfer thereof; or (I) restrictions and conditions relating to the Lenders than obligation to transfer or otherwise make available assets for 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 benefit of applicable Requirements of Law or the terms of any license, authorization, concession or permit;
(l) arising in any Hedge Agreement (or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;
(o) set forth in agreements entered into SYNNEX and its Subsidiaries in connection with the administration, operation Spin-Off; or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in (b) requires the ordinary course of business (as determined in good faith by the Borrower); and
(p) imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing grant of any contract, instrument or security for any obligation referred to in clauses (a) through (o) above; provided that no if such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in property is given as security for the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingObligations.
Appears in 3 contracts
Samples: Credit Agreement (Concentrix Corp), Credit Agreement (Synnex Corp), Credit Agreement (Concentrix Corp)
Burdensome Agreements. Except as provided herein or in any other Loan Document and/or in agreements Document, the Senior Unsecured Notes Indenture, any document with respect to refinancingsany Incremental Equivalent Debt and/or in any agreement with respect to any refinancing, renewals renewal or replacements replacement of such Indebtedness that are is permitted by Section 6.01, the Administrative Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (x) any Restricted Subsidiary of the Administrative Borrower that is not a Loan Party to pay dividends or other distributions to the Borrower or any Loan Party, (y) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Borrower or any Loan Party or (z) any Loan Party to create, permit or xxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (eachany such agreement, a “Burdensome Agreement”), except restrictions:
(a) set forth in any agreement evidencing or relating to (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 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 intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (m), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (q), (r), (u), (w) and/or (y) of Xxxxxxx 0.00Section 6.01), (xq), (xr), (xu), (xxw) or and/or (ffy) of Section 6.01;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing subletting or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, licenses (including sublicenses, concessions, occupancy agreements), joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith)business;
(c) that are or were created by virtue of any Lien granted upon, 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 and were not created in contemplation thereof;
(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 Administrative 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 (or and/or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management servicesBanking Services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Administrative Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit limits the right of the Administrative Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;
(o) customary subordination and/or subrogation provisions set forth in agreements guaranty or similar documentation not with respect to Indebtedness that are entered into in the ordinary course of business;
(p) any restriction created in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings (i) any factoring program implemented in the ordinary course of business and/or (as determined ii) any Permitted Receivables Facility that, in the good faith by determination of the Administrative Borrower), is necessary or advisable to give effect thereto; andand/or
(pq) 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 (op) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Administrative Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 3 contracts
Samples: Credit Agreement (Syneos Health, Inc.), Credit Agreement (Syneos Health, Inc.), Credit Agreement (INC Research Holdings, Inc.)
Burdensome Agreements. Except as provided herein or in any other Loan Document and/or in agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (x) any Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions to the Borrower or any Loan Party, Party or (y) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Borrower or any Loan Party or (z) any Loan Party to create, permit or xxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (each, a “Burdensome Agreement”)Party, except restrictions:
(a) set forth in any agreement evidencing or relating to (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 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 intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (j), (m), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (q), (r), (u), (w) and/or (y) of Xxxxxxx 0.00Section 6.01), (xq), (xr), (xu), (xxw) or and/or (ffy) of Section 6.01;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith)business;
(c) that are or were created by virtue of any 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 and were not created in contemplation thereof;
(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 (or and/or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management servicesBanking Services Obligation;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;; and/or
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); 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 (on) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 3 contracts
Samples: Credit Agreement (CCC Intelligent Solutions Holdings Inc.), Credit Agreement (CCC Intelligent Solutions Holdings Inc.), Credit Agreement (CCC Intelligent Solutions Holdings Inc.)
Burdensome Agreements. Except as provided herein or in any other Loan Document and/or in agreements Document, the Second Lien Credit Agreement, any document with respect to refinancingsany Second Lien Incremental Debt and/or in any agreement with respect to any refinancing, renewals renewal or replacements replacement of such Indebtedness that are is permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (x) any Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions to the Borrower or any Loan Party, (y) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Borrower or any Loan Party or (z) any Loan Party to create, permit or xxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (each, a “Burdensome Agreement”)Obligations, except restrictions:
(a) set forth in any agreement evidencing or relating to governing (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 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 intended to secure such Indebtedness and Indebtedness, (iii) Indebtedness permitted pursuant to clauses (m), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (q), (r), (u), (w), (y) and/or (y) of Xxxxxxx 0.00), (x), (x), (x), (xx) or (ffbb) of Section 6.01), (q), (r), (u), (w), (y) and/or (bb) of Section 6.01 and (iv) any Permitted Receivables Financing solely with respect to the assets subject to such Permitted Receivables Financing;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing subletting or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith)business;
(c) that are or were created by virtue of any 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 and were not created in contemplation thereof;
(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 (or and/or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management servicesBanking Services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit limits the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;; and/or
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); 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 (on) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Samples: First Amendment to the First Lien Credit Agreement (Waystar Holding Corp.), First Lien Credit Agreement (Waystar Holding Corp.)
Burdensome Agreements. Except as provided herein Enter into, or in permit to exist, any other Loan Document and/or in agreements with respect Contractual Obligation to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, which the Borrower shall not, nor shall it permit or any of its Restricted Subsidiaries to, enter into is a party that: (a) encumbers or cause to exist any agreement restricting restricts the ability of (x) any Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions to the Borrower or any of its Subsidiaries (other than any Immaterial Subsidiary) to (i) make Restricted Payments to any Loan Party, (yii) pay any Restricted Subsidiary that is not a Indebtedness or other obligation owed to any Loan Party to Party, (iii) make cash loans or advances to the Borrower or any Loan Party or Party, (ziv) any Loan Party to create, permit or xxxxx x Xxxx on transfer any of its properties property to any Loan Party, (v) in the case of the Borrower and its Subsidiaries, pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) in the case of the Borrower and its Subsidiaries, act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for: (A) this Agreement and the other Loan Documents; (B) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e); provided, that, any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith; (C) any document or instrument governing Indebtedness incurred pursuant to secure the Secured Obligations (each, a “Burdensome Agreement”Section 8.03(b), except restrictions:
Section 8.03(c) (ato the extent arising from subordination provisions in favor of the Administrative Agent), Section 8.03(f), Section 8.03(g), Section 8.03(h) set forth or Section 8.03(k); (D) any Permitted Lien or any document or instrument governing any Permitted Lien; provided, that, any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien; (E) customary restrictions and conditions contained in any agreement evidencing or relating to (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 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 intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (m), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (r), (u) and/or (y) of Xxxxxxx 0.00), (x), (x), (x), (xx) or (ff) of Section 6.01;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing or other transfers (including the granting sale of any LienSubsidiary or property permitted under Section 8.05 pending the consummation of such sale; (F) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase waivers of rights of subrogation and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course subordination of business (determined by the Borrower in good faith);
(c) that are or were created by virtue of any 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 intercompany obligations in connection with any acquisition of property or the Capital Stock of any Person, so long as the relevant encumbrance or restriction relates solely credit support provided 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 a 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 and were not created in contemplation thereof;
(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 (or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which is imposed pursuant to an Section 8.03; (G) customary restrictions on transfer in licenses, sublicenses, leases and subleases restricting the assignment or transfer thereof or restricting the grating of Liens thereon; (H) any agreement or restriction or condition in effect at the time any Person becomes a Subsidiary (so long as such agreement was not entered into solely in connection with any Disposition contemplation of such asset (or assetsPerson becoming a Subsidiary and applies only to such Subsidiary) and/or all or a portion of the Capital Stock of the relevant Person and in each case that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to evidencing any Permitted Lien that limit the right amendments, restatements, supplements, modifications, extensions, renewals and replacements of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;
(o) set forth in agreements entered into in connection with the administrationforegoing, operation or management of CRE Finance Assetsso long as such amendment, Asset Financing Facilitiesrestatement, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); and
(p) imposed by any amendmentsupplement, modification, restatementextension, renewal, increase, supplement, refunding, renewal or replacement or refinancing does not expand in any material respect the scope of any contractrestriction or condition contained therein; (I) the foregoing shall not apply to customary provisions in joint venture agreements and other similar agreements applicable to joint ventures or non-wholly owned Subsidiaries; or (b) requires the grant of any security for any obligation if such property is given as security for the Obligations, instrument other than Permitted Liens 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, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingExcluded Property.
Appears in 2 contracts
Samples: Credit Agreement (ironSource LTD), Credit Agreement (ironSource LTD)
Burdensome Agreements. Except as provided herein or in any other Loan Document Document, the First Lien Credit Agreement, any document with respect to any Incremental Equivalent Debt and/or First Lien Incremental Equivalent Debt and/or in agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Top Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (x) any Restricted Subsidiary of the Top Borrower that is not a Loan Party to pay dividends or other distributions to the Top Borrower or any Loan Party, (y) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Top Borrower or any Loan Party or (z) any Loan Party to create, permit or xxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (each, a “Burdensome Agreement”)Obligations, except restrictions:
(a) set forth in any agreement evidencing or relating to (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 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 intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (m), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (q), (r), (u), (w) and/or (y) of Xxxxxxx 0.00Section 6.01), (xq), (xr), (xu), (xxw) or and/or (ffy) of Section 6.01;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing subletting or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith)business;
(c) that are or were created by virtue of any 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 and were not created in contemplation thereof;
(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 Top 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 (or and/or any other agreement relating to any Derivative Transaction permitted under this Banking Services Obligation and/or any Banking Services Obligation (as defined in the First Lien Credit Agreement) or any customary agreement in respect of deposit, treasury or cash management services);
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Top Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit the right of the Top Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;; and/or
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); 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 (on) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Top Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Samples: Second Lien Credit Agreement (Cotiviti Holdings, Inc.), Second Lien Credit Agreement (Cotiviti Holdings, Inc.)
Burdensome Agreements. Except as provided herein or in any other Loan Document and/or in agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (x) any Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions to the Borrower or any Loan Party, (y) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Borrower or any Loan Party or (z) any Loan Party to create, permit or xxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (each, a “Burdensome Agreement”), except restrictions:
(a) set forth in any agreement evidencing or relating to (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 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 intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (m), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (r), (u) and/or (y) of Xxxxxxx 0.00Section 6.01), (xr), (xu), (xy), (xxbb) or (ff) of Section 6.01;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith);
(c) that are or were created by virtue of any 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 and were not created in contemplation thereof;
(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 (or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); 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 (on) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Blackstone Mortgage Trust, Inc.), Term Loan Credit Agreement (Blackstone Mortgage Trust, Inc.)
Burdensome Agreements. Except as provided herein Directly or indirectly, enter into any Contractual Obligation that prohibits, in whole or in part, (a) any Wholly Owned Subsidiary making Restricted Payments to a Borrower or any other Credit Party, (b) any Wholly Owned Subsidiary (other than an Excluded Subsidiary) transferring assets or properties to a Borrower or any other Credit Party, (c) any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or an Intermediate Subsidiary Guarantor Guaranteeing any Obligations or (d) any Credit Party creating, incurring, assuming or suffering to exist Liens on any (i) Unencumbered Property, (ii) the Equity Interests in any Direct Owner of any Unencumbered Property or in any other Loan Document and/or in agreements with respect Indirect Owner of a Direct Owner thereof or (iii) the right to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrower shall not, nor shall it permit any income from any of its Restricted Subsidiaries tothe foregoing to secure the Obligations, enter into or cause to exist any agreement restricting the ability of other than (x) any Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions to the Borrower or any Loan PartyDocument, (y) pursuant to any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Borrower or any Loan Party or Permitted Pari Passu Provision, and (z) any Loan Party as required by or pursuant to createapplicable Law; provided, permit or xxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (each, a “Burdensome Agreement”), except restrictions:
(a) set forth in any agreement evidencing or relating to that (i) Indebtedness clause (b) of a Restricted Subsidiary that is this Section 7.11 shall not a Loan Party prohibit limitations or restrictions contained in (A) any agreement governing purchase money Liens or Capital Lease obligations otherwise permitted by Section 6.01under this Agreement (in which case, (ii) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies any prohibition or limitation shall only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or be effective against the assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (mfinanced thereby), (pB) (as it relates to Indebtedness in respect rights of clauses (a)first refusal, rights of first offer, purchase options and similar rights that do not materially detract from the value of the property subject thereto, (m)C) leases, (r)subleases, (u) and/or (y) of Xxxxxxx 0.00)licenses and sublicenses, (x), (x), (x), (xx) in each case so long as such restrictions relate to the assets subject thereto or (ffD) provisions restricting assignment of Section 6.01;
any agreement (b) arising under customary including, without limitation, any such provisions restricting assignments, subletting, licensing, sublicensing subletting or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements sublicenses or similar agreement) entered into in the ordinary course of business business; (determined by the Borrower in good faithii) clauses (a);
, (cb) that are or were created by virtue of any 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;
and (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 this Section 7.11 shall 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 and were not created in contemplation thereof;
(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 (or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to the sale or any Permitted Lien other Disposition of any Subsidiary or any assets pending such sale or other Disposition, provided that, in any such case, such restrictions apply only to the Subsidiary or the assets that limit are the right subject of such sale or other Disposition and such sale or other Disposition is permitted hereunder; (iii) clauses (a), (b) and (c) of this Section 7.11 shall not prohibit, limitations or restrictions provided in favor of any holder of Secured Debt that is owed to a non-Affiliate of the Parent Borrower and that is permitted under Section 7.03 (provided that any Negative Pledge thereunder shall only be effective against the assets or property securing such Indebtedness or the Equity Interests in any owner of the assets or property securing such Indebtedness or in any indirect owner (other than a Borrower or any Restricted Subsidiary to Dispose other Credit Party) of or encumber the assets subject thereto;
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrowersuch owner); 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, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Samples: Credit Agreement (Sabra Health Care REIT, Inc.), Credit Agreement (Sabra Health Care REIT, Inc.)
Burdensome Agreements. Except as provided herein or in any other Loan Document and/or in agreements any agreement with respect to refinancingsany refinancing, renewals renewal or replacements replacement of such Indebtedness that are is permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (x) any Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions to the Borrower or any Loan Party, (y) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Borrower or any Loan Party or (z) any Loan Party to create, permit or xxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (each, a “Burdensome Agreement”)Obligations, except restrictions:
(a) set forth in any agreement evidencing or relating to (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 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 intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (j), (m), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (q), (r), (u), (w) and/or (y) of Xxxxxxx 0.00Section 6.01), (xq), (xr), (xu), (xxw) or and/or (ffy) of Section 6.01;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing subletting or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith)business;
(c) that are or were created by virtue of any 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 and were not created in contemplation thereof;
(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 (or and/or any other agreement relating to any Derivative Transaction permitted under this Agreement) or Banking Services Obligation (and/or any customary agreement other obligation of the type described in respect of deposit, treasury or cash management servicesSection 6.01(f));
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;; and/or
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); 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 (on) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Samples: Credit Agreement (First Watch Restaurant Group, Inc.), Credit Agreement (First Watch Restaurant Group, Inc.)
Burdensome Agreements. Except as provided herein or in any other Loan Document Document, the Second Lien Credit Agreement, any document with respect to any “Incremental Equivalent Debt” (as defined herein and in the Second Lien Credit Agreement or any equivalent term under any Second Lien Facility) and/or in agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Top Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (x) any Restricted Subsidiary of the Top Borrower that is not a Loan Party to pay dividends or other distributions to the Top Borrower or any Loan Party, (y) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Top Borrower or any Loan Party or (z) any Loan Party to create, permit or xxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (each, a “Burdensome Agreement”)Obligations, except restrictions:
(a) set forth in any agreement evidencing or relating to (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 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 intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (m), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (q), (r), (u), (w) and/or (y) of Xxxxxxx 0.00Section 6.01), (xq), (xr), (xu), (xxw) or and/or (ffy) of Section 6.01;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing subletting or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith)business;
(c) that are or were created by virtue of any 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 and were not created in contemplation thereof;
(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 Top 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 (or and/or any other agreement relating to any Derivative Transaction permitted under this Banking Services Obligation and/or Banking Services Obligation (as defined in the Second Lien Credit Agreement) or any customary agreement in respect of deposit, treasury or cash management services);
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Top Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit the right of the Top Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;; and/or
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); 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 (on) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Top Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Cotiviti Holdings, Inc.), First Lien Credit Agreement (Cotiviti Holdings, Inc.)
Burdensome Agreements. Except as provided herein or in any other Loan Document and/or in agreements Document, the Holdco Loan Agreement, any document with respect to refinancingsany “Incremental Equivalent Debt” (as defined herein) and/or in any agreement with respect to any refinancing, renewals renewal or replacements replacement of such Indebtedness that are is permitted by Section 6.01, the each Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (x) any Restricted Subsidiary of the any Borrower that is not a Loan Party to pay dividends or other distributions to the any Borrower or any other Loan Party, (y) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the any Borrower or any other Loan Party or (z) any Loan Party to create, permit or xxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (each, a “Burdensome Agreement”)Obligations, except restrictions:
(a) set forth in any agreement evidencing or relating to governing (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 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 intended to secure such Indebtedness and Indebtedness, (iii) Indebtedness permitted pursuant to clauses (m), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (q), (r), (u), (w), (y) and/or (y) of Xxxxxxx 0.00), (x), (x), (x), (xx) or (ffbb) of Section 6.01), (q), (r), (u), (w), (y) and/or (bb) of Section 6.01 and (iv) any Permitted Receivables Financing solely with respect to the assets subject to such Permitted Receivables Financing;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing subletting or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith)business;
(c) that are or were created by virtue of any 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 and were not created in contemplation thereof;
(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 Parent 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 (or and/or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management servicesBanking Services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the any Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit limits the right of the any Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;; and/or
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); 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 (on) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Parent Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Samples: Credit Agreement (Certara, Inc.), Credit Agreement (Certara, Inc.)
Burdensome Agreements. Except as provided herein Enter into, or in permit to exist, any other Loan Document and/or in agreements with respect Contractual Obligation to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, which the Borrower shall not, nor shall it permit or any of its Restricted Subsidiaries to, enter into is a party that: (a) encumbers or cause to exist any agreement restricting restricts the ability of (x) any Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions to the Borrower or any of its Subsidiaries to (i) make Restricted Payments to any Loan Party, (yii) pay any Restricted Subsidiary that is not a Indebtedness or other obligation owed to any Loan Party to Party, (iii) make cash loans or advances to the Borrower or any Loan Party or Party, (ziv) any Loan Party to create, permit or xxxxx x Xxxx on transfer any of its properties property to any Loan Party, (v) in the case of the Borrower and its Domestic Subsidiaries, pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) in the case of the Borrower and its Domestic Subsidiaries, act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for: (A) this Agreement and the other Loan Documents; (B) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e); provided, that, any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith; (C) any document or instrument governing Indebtedness incurred pursuant to secure the Secured Obligations (each, a “Burdensome Agreement”Section 8.03(b), except restrictions:
Section 8.03(c) (ato the extent arising from subordination provisions in favor of the Administrative Agent), Section 8.03(f), Section 8.03(g), Section 8.03(h), Section 8.03(k), or Section 8.03(p); (D) set forth any Permitted Lien or any document or instrument governing any Permitted Lien; provided, that, any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien; (E) customary restrictions and conditions contained in any agreement evidencing or relating to (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 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 intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (m), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (r), (u) and/or (y) of Xxxxxxx 0.00), (x), (x), (x), (xx) or (ff) of Section 6.01;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing or other transfers (including the granting sale of any LienSubsidiary or property permitted under Section 8.05 pending the consummation of such sale; (F) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase waivers of rights of subrogation and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course subordination of business (determined by the Borrower in good faith);
(c) that are or were created by virtue of any 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 intercompany obligations in connection with any acquisition of property or the Capital Stock of any Person, so long as the relevant encumbrance or restriction relates solely credit support provided 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 a Foreign 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 and were not created in contemplation thereof;
(j) arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after pursuant to Section 8.03; (G) customary restrictions on transfer in licenses, sublicenses, leases and subleases restricting the Closing Date if assignment or transfer thereof or restricting the relevant restrictionsgrating of Liens thereon; (H) in case of clause (a)(v) above, any agreement or restriction or condition in effect at the time any Person becomes a Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary (but shall apply to any extension or renewal of, or any amendment or modification materially expanding the scope of, any such restrictions or conditions taken as a whole, are ); (I) the foregoing shall not materially less favorable apply to customary provisions in joint venture agreements and other similar agreements applicable to joint ventures or non-wholly owned Subsidiaries; or (b) requires 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 grant of any license, authorization, concession or permit;
(l) arising in security for any Hedge Agreement (or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management services;
(m) relating to any asset (or all of obligation if such property is given as security for the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); 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, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingObligations.
Appears in 2 contracts
Samples: Credit Agreement (Docusign, Inc.), Credit Agreement (Docusign, Inc.)
Burdensome Agreements. Except as provided herein Enter into, or in permit to exist, any other Loan Document and/or in agreements with respect Contractual Obligation to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, which the Borrower shall not, nor shall it permit or any of its Restricted Subsidiaries to, enter into is a party to that (a) encumbers or cause to exist any agreement restricting restricts the ability of (x) any Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions to the Borrower or any of its Subsidiaries to (i) make Restricted Payments to any Loan Party, (yii) pay any Restricted Subsidiary that is not a Indebtedness or other obligation owed to any Loan Party to Party, (iii) make cash loans or advances to any Loan Party, (iv) transfer any of its property to any Loan Party, (v) in the case of the Borrower and its Domestic Subsidiaries, pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) in the case of the Borrower and its Domestic Subsidiaries, act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)‑(v) above) for: (1) this Agreement and the other Loan Documents, (2) the Securitization Documents, (3) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (4) any document or instrument governing Indebtedness incurred pursuant to (v) Section 8.03(b), (w) Section 8.03(g), (x) Section 8.03(h), (y) Section 8.03(l) or (z) Section 8.03(m), (5) any Loan Party Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to create, permit or xxxxx x Xxxx on any of its properties the asset or assets subject to secure the Secured Obligations such Permitted Lien, (each, a “Burdensome Agreement”), except restrictions:
(a6) set forth customary restrictions and conditions contained in any agreement evidencing or relating to (i) Indebtedness the sale of a Restricted Subsidiary that is not a Loan Party any property permitted by under Section 6.018.05 pending the consummation of such sale, (ii7) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness waivers of rights of subrogation and its Restricted Subsidiaries or the assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (m), (p) (as it relates to Indebtedness in respect subordination of clauses (a), (m), (r), (u) and/or (y) of Xxxxxxx 0.00), (x), (x), (x), (xx) or (ff) of Section 6.01;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith);
(c) that are or were created by virtue of any 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 intercompany obligations in connection with any acquisition of property or the Capital Stock of any Person, so long as the relevant encumbrance or restriction relates solely credit support provided 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 a Foreign 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 and were not created in contemplation thereof;
(j) arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after pursuant to Section 8.03 or (8) customary restrictions on transfer in license agreements restricting the Closing Date if assignment or transfer thereof, or (b) requires 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 grant of any license, authorization, concession or permit;
(l) arising in security for any Hedge Agreement (or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management services;
(m) relating to any asset (or all of obligation if such property is given as security for the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); 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, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingObligations.
Appears in 1 contract
Samples: Credit Agreement (Synnex Corp)
Burdensome Agreements. Except as provided herein Directly or indirectly, enter into any Contractual Obligation that prohibits, in whole or in part, (a) any Wholly Owned Subsidiary making Restricted Payments to a Borrower or any other Credit Party, (b) any Wholly Owned Subsidiary (other than an Excluded Subsidiary) transferring assets or properties to a Borrower or any other Credit Party, (c) any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or an Intermediate Subsidiary Guarantor Guaranteeing any Obligations or (d) any Credit Party creating, incurring, assuming or suffering to exist Liens on any (i) Unencumbered Property, (ii) the Equity Interests in any Direct Owner of any Unencumbered Property or in any other Loan Document and/or in agreements with respect Indirect Owner of a Direct Owner thereof or (iii) the right to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrower shall not, nor shall it permit any income from any of its Restricted Subsidiaries tothe foregoing to secure the Obligations, enter into or cause to exist any agreement restricting the ability of other than (x) any Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions to the Borrower or any Loan PartyDocument, (y) pursuant to any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Borrower or any Loan Party or Permitted Pari Passu Provision, and (z) any Loan Party as required by or pursuant to create, permit or xxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (each, a “Burdensome Agreement”), except restrictions:
(a) set forth in any agreement evidencing or relating to Applicable Law; provided that (i) Indebtedness clause (b) of a Restricted Subsidiary that is this Section 7.11 shall not a Loan Party prohibit limitations or restrictions contained in (A) any agreement governing purchase money Liens or Capital Lease obligations otherwise permitted by Section 6.01under this Agreement (in which case, (ii) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies any prohibition or limitation shall only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or be effective against the assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (mfinanced thereby), (pB) (as it relates to Indebtedness in respect rights of clauses (a)first refusal, rights of first offer, purchase options and similar rights that do not materially detract from the value of the property subject thereto, (m)C) leases, (r)subleases, (u) and/or (y) of Xxxxxxx 0.00)licenses and sublicenses, (x), (x), (x), (xx) in each case so long as such restrictions relate to the assets subject thereto or (ffD) provisions restricting assignment of Section 6.01;
any agreement (b) arising under customary including, without limitation, any such provisions restricting assignments, subletting, licensing, sublicensing subletting or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements sublicenses or similar agreement) entered into in the ordinary course of business business; (determined by the Borrower in good faithii) clauses (a);
, (cb) that are or were created by virtue of any 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;
and (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 this Section 7.11 shall 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 and were not created in contemplation thereof;
(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 (or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to the sale or any Permitted Lien other Disposition of any Subsidiary or any assets pending such sale or other Disposition, provided that, in any such case, such restrictions apply only to the Subsidiary or the assets that limit are the right subject of such sale or other Disposition and such sale or other Disposition is permitted hereunder; (iii) clauses (a), (b) and (c) of this Section 7.11 shall not prohibit, limitations or restrictions provided in favor of any holder of Secured Debt that is owed to a non-Affiliate of the Parent Borrower and that is permitted under Section 7.03 (provided that any Negative Pledge thereunder shall only be effective against the assets or property securing such Indebtedness or the Equity Interests in any owner of the assets or property securing such Indebtedness or in any indirect owner (other than a Borrower or any Restricted Subsidiary to Dispose other Credit Party) of or encumber the assets subject thereto;
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrowersuch owner); 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, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Burdensome Agreements. Except as provided herein in this Agreement or in another Loan Document, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on such Loan Party’s or Significant Subsidiary’s ability to (a) pay dividends or make any other Loan Document and/or in agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrower shall not, nor shall it permit distributions on any of its Restricted Subsidiaries toEquity Interests, enter into (b) repay or cause prepay any Indebtedness owed by such Loan Party or Significant Subsidiary to exist any agreement restricting the ability of (x) Borrower or any Restricted other Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions to the Borrower or any Loan PartyBorrowers, (yc) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the any Borrower or any Loan Party other Subsidiary of the Borrowers or (zd) any Loan Party to create, permit or xxxxx x Xxxx on transfer any of its properties property or assets to secure any Borrower or any other Subsidiary of the Secured Obligations (eachBorrowers, a “Burdensome Agreement”), except restrictions:
(a) set forth in any agreement evidencing or relating to each case other than (i) Indebtedness customary non-assignment provisions of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01leases, subleases and sublicenses and similar agreements and in other contracts (and applicable solely to the rights and obligations under such contracts), (ii) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only with respect to the Person obligated specific property to be sold pursuant to an executed agreement in connection with a Disposition permitted under such Indebtedness and its Restricted Subsidiaries or the assets intended to secure such Indebtedness and Section 7.05, (iii) encumbrances or restrictions under documents with respect to Indebtedness permitted pursuant to clauses under (m), (pA) Section 7.03(b) (as it relates to Indebtedness in respect of clauses (a), (m), (r), (u) and/or (y) of Xxxxxxx 0.00), (x), (x), (x), (xx) provided that the encumbrances or (ff) of Section 6.01;
(b) arising restrictions under customary provisions restricting assignments, subletting, licensing, sublicensing or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith);
(c) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right documents with respect to any assets refinancing, refunding, renewal 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 extension 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 and were not created in contemplation thereof;
(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 more restrictive than the encumbrances or restrictions contained in this Agreementunder the Indebtedness being refinanced, taken as a whole refunded, renewed or extended) or (as determined in good faith by the BorrowerB) Section 7.03(e);
, (kiv) arising under or as a result pursuant to any Permitted Lien, (v) pursuant to terms subordinating intercompany Indebtedness to claims of applicable Requirements of Law or pension trustees, (vi) pursuant to the terms of any licenseBank Products, authorizationand (vii) encumbrances or restrictions contained in the Second Lien Documents, concession or permit;
(l) arising in any Hedge the Intercreditor Agreement (or any other agreement relating to documents governing Second Lien Debt, any Derivative Transaction permitted under this Agreement) Incremental Term Loans or any customary agreement in respect of deposit, treasury or cash management services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); 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, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingHedging Agreements.
Appears in 1 contract
Burdensome Agreements. Except as provided herein or in any other Loan Document and/or in agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter Enter into or cause permit to exist any agreement restricting Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (xi) any make Restricted Subsidiary of the Borrower that is not a Loan Party Payments to pay dividends or other distributions to the Borrower or any Loan Party, (yii) pay any Restricted Subsidiary that is not a Indebtedness or other obligation owed to any Loan Party to Party, (iii) make cash loans or advances to the Borrower or any Loan Party or Party, (ziv) any Loan Party to create, permit or xxxxx x Xxxx on transfer any of its properties property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or assets to secure the Secured Obligations any renewals, refinancings, exchanges, refundings or extension thereof or (each, a “Burdensome Agreement”), except restrictions:
(avi) set forth in any agreement evidencing or relating to (i) Indebtedness of a Restricted Subsidiary that is not act as a Loan Party permitted by Section 6.01pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (ii2) any document or instrument governing Indebtedness permitted by incurred pursuant to Section 6.01 8.03(e), provided that is secured by a Permitted Lien if the relevant any such restriction applies contained therein relates only to the Person obligated under such Indebtedness and its Restricted Subsidiaries asset or the assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (m)constructed or acquired in connection therewith, (p3) (as it any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to Indebtedness in respect of clauses (a)the asset or assets subject to such Permitted Lien, (m), (r), (u4) and/or (y) of Xxxxxxx 0.00), (x), (x), (x), (xx) or (ff) of Section 6.01;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing or other transfers (including the granting of any Lien) restrictions and conditions contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith);
(c) that are or were created by virtue of any 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 and were not created in contemplation thereof;
(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 (or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale, (5) the Subordinated Indebtedness Documents, (6) the documents, agreements and instruments governing the Foreign Subsidiary Debt, provided that any such restriction contained therein relates only to the Foreign Subsidiaries liable for such Foreign Subsidiary Debt, (7) the Bright Indian Loan Facility Documents provided that any such restriction contained therein relates only to Bright India and its Subsidiaries, (8) any document or instrument governing any Permitted Lien Securitization Transaction or Permitted Factoring Transaction, provided that limit any such restriction relates only to the right applicable accounts receivable actually sold, conveyed or otherwise contributed pursuant to such Permitted Securitization Transaction or such Permitted Factoring Transaction, (9) any document or instrument governing any Indebtedness of Columbo, provided that any such restriction relates only to the Borrower or any Restricted Subsidiary to Dispose Equity Interests in Columbo and (10) Indebtedness of or encumber the assets subject thereto;
(o) set forth in agreements entered into in connection Bright Australia under its line of credit with GE Capital Finance Pty Ltd., provided that such restrictions are terminated concurrent with the administrationrepayment in full of such Indebtedness, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in (b) requires the ordinary course of business (as determined in good faith by the Borrower); and
(p) imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing grant of any contract, instrument or security for any obligation referred to in clauses (a) through (o) above; provided that no if such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in property is given as security for the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingObligations.
Appears in 1 contract
Samples: Credit Agreement (Brightpoint Inc)
Burdensome Agreements. Except as provided herein Enter into, or in permit to exist, any other Loan Document and/or in agreements with respect to refinancings, renewals Contractual Obligation that (a) encumbers or replacements of such Indebtedness that are permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting restricts the ability of any such Person to (xi) any make Restricted Subsidiary of the Borrower that is not a Loan Party Payments to pay dividends or other distributions to the Borrower or any Loan Party, (yii) pay any Restricted Subsidiary that is not a Indebtedness or other obligation owed to any Loan Party to Party, (iii) make cash loans or advances to the Borrower or any Loan Party or Party, (ziv) any Loan Party to create, permit or xxxxx x Xxxx on transfer any of its properties property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or assets any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to secure the Secured Obligations (eachLoan Documents or any renewals, a “Burdensome Agreement”)refinancings, exchanges, refundings or extension thereof, except restrictions:
(a) set forth in respect of any agreement evidencing or relating of the matters referred to in clauses (i) through (v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness of incurred pursuant to Section 7.03(e), (f) or (h), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any agreement in effect at the time any Restricted Subsidiary becomes a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if of the relevant restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (m), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (r), (u) and/or (y) of Xxxxxxx 0.00), (x), (x), (x), (xx) or (ff) of Section 6.01;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith);
(c) that are or were created by virtue of any 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 PersonBorrower, so long as such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of the relevant encumbrance Borrower, (4) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates solely only to the Person asset or assets subject to such Permitted Lien, (5) customary restrictions 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 conditions contained in any agreement for any Disposition relating to the sale of any Restricted Subsidiary property permitted under Section 7.05 pending the consummation of such sale, (or all or substantially all of the assets thereof6) 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 are customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements;
agreements applicable to joint ventures permitted under Section 7.02, so long as such Contractual Obligations are applicable only to such joint venture, or (hb) on Cash, other deposits or net worth or similar restrictions imposed by any Person under any contract entered into in requires 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 and were not created in contemplation thereof;
(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 grant of any license, authorization, concession or permit;
(l) arising in security for any Hedge Agreement (or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management services;
(m) relating to any asset (or all of obligation if such property is given as security for the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); 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, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingObligations.
Appears in 1 contract
Samples: Credit Agreement (Bottomline Technologies Inc /De/)
Burdensome Agreements. Except as provided herein or in any other Loan Document and/or in agreements Document, the documentation governing any First Lien Facility, any document with respect to refinancingsany First Lien Incremental Debt or any Incremental Equivalent Debt and/or in any agreement with respect to any refinancing, renewals renewal or replacements replacement of such Indebtedness that are is permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement (any such agreement, a “Burdensome Agreement”) restricting the ability of (x) any Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions to the Borrower or any Loan Party, (y) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Borrower or any Loan Party or (zy) any Loan Party to create, permit or xxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (each, a “Burdensome Agreement”after giving effect to the applicable anti-assignment provisions of the UCC and/or any other applicable Requirement of Law), except restrictions:
(a) set forth in any agreement evidencing or relating to governing (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 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 intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (j), (m), (p) (as it relates to Indebtedness in respect of clauses xx xxxxxxx (ax), (mx), (rx), (ux), (x), (x), (x), (xx) and/or (yjj) of Xxxxxxx 0.00), (x), (x), (x), (x), (x), (xx) or and/or (ffjj) of Section 6.01;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing subletting or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith)business;
(c) that are or were created by virtue of any 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 and were not created in contemplation thereofDate;
(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 any other agreement arrangement relating to any Derivative Transaction Banking Services and/or any other obligation of the type permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management servicesSection 6.01(f);
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this AgreementAgreement or that would result in the occurrence of the Termination Date;
(n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;
(o) customary subordination and/or subrogation provisions set forth in agreements guaranty or similar documentation (not relating to Indebtedness for borrowed money) that is entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); andbusiness;
(p) any restriction created in connection with any factoring program implemented in the ordinary course of business, so long as in the case of any prohibition on Liens, the relevant restriction relates solely to assets subject to such factoring program and the Capital Stock of any Person participating in such factoring program; and/or
(q) 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 (op) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Burdensome Agreements. Except as provided herein or in any other Loan Document and/or in agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrower The Parent shall not, nor shall it permit any of its Restricted Subsidiaries Subsidiary to, enter into create, incur, assume or cause permit to exist any contract, agreement restricting or understanding (other than this Agreement and the ability New Credit Facility Documents) which in any way prohibits or restricts (or requires the consent of or notice to other Persons in connection with) (a) the Parent or any Subsidiary from paying or prepaying the Obligations, (b) the granting, conveying, creation or imposition of any Lien on any of its Property, whether now owned or hereafter acquired, to secure the Obligations (other than (x) agreements governing secured Debt permitted by Sections 6.1 and 6.2 to the extent such restrictions govern only the asset financed pursuant to or securing such Debt, (y) any Acceptable Indenture, and (z) any agreement governing permitted Convertible Debt), or (c) any Subsidiary from making Restricted Subsidiary Payments (other than any agreement governing Debt of the Borrower that is not a Loan Credit Party to pay dividends permitted under Section 6.1(d) or other distributions Section 6.1(e) in its capacity as a primary obligor or guarantor of such Debt) to the Borrower or any Loan Party, (y) any Restricted Subsidiary that is not a Loan other Credit Party to make cash or making or paying intercompany loans or and advances to the Borrower or any Loan Party or (z) any Loan Party to createBorrower, permit or xxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (each, a “Burdensome Agreement”), except restrictions:
(a) set forth in any agreement evidencing or relating to each case other than restrictions that (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by under Section 6.016.9 and applicable solely to such joint venture, (ii) Indebtedness permitted by Section 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 intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (m), (p) (as it relates to Indebtedness are customary restrictions in respect of clauses (a), (m), (r), (u) and/or (y) of Xxxxxxx 0.00), (x), (x), (x), (xx) or (ff) of Section 6.01;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase asset sale agreements otherwise permitted hereby and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined transactions permitted by the Borrower in good faith);
(c) that are or were created by virtue of any 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, Agreement so long as the relevant encumbrance or restriction relates such restrictions relate solely to the assets subject thereto, and (iii) are restrictions in agreements governing Debt of a Person that is acquired or merged with or into or consolidated with the Parent or a Subsidiary existing at the time of such acquisition, merger, or consolidation (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 anticipation 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 contemplation 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;permitted under Section 6.1(c).
(h) on Cash, Section 6.7(b)(i) of the Credit Agreement is hereby amended by replacing the parenthetical therein in its entirety as follows: “(other deposits or net worth or similar restrictions imposed by any Person under any contract entered into in than the ordinary course of business or for whose benefit such Cash, other deposits or net worth or similar restrictions exist;Borrower)”.
(i) set forth in documents which exist on Section 6.7(b)(ii) of the Closing Date and were not created in contemplation thereof;Credit Agreement is hereby amended by deleting the parenthetical “(other than the stock of the Borrower)”.
(j) arising pursuant to an agreement Section 6.10 of the Credit Agreement is hereby amended by inserting the phrase “or instrument relating to any Indebtedness permitted to be incurred after the Closing Date if the relevant restrictions, taken as in connection with 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);Permitted Cash-Box Structure” between “wholly-owned Subsidiaries” and “.”.
(k) arising Section 7.1(e) of the Credit Agreement is hereby amended by replacing the proviso therein in its entirety as follows: provided that (x) for purposes of this clause (e), the “principal amount” of the obligations in respect of any Hedging Arrangements at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that would be required to be paid if such Hedging Arrangements were terminated at such time and (y) neither (1) any event (other than, for the avoidance of doubt, an “event of default” (however denominated under the documentation for such Convertible Debt)) that permits holders of any Convertible Debt (or any Parent guarantee in respect thereof) to convert or exchange, as the case may be, such Convertible Debt (or any Contingent Debt of the Parent in respect thereof) nor (2) the conversion or exchange of any Convertible Debt (or any Contingent Debt of the Parent in respect thereof) (other than, for the avoidance of doubt, as a result of applicable Requirements an “event of Law default” (however denominated under the documentation for such Convertible Debt)), in either case, into ordinary shares of the Parent (or other securities or property into which such ordinary shares are converted, reconstituted or reclassified following a merger event, reclassification or other change of the terms ordinary shares of any licensethe Parent), authorizationcash or a combination thereof, concession or permitshall give rise to an Event of Default under this clause (e);
(l) arising in any Hedge Section 7.1(f)(ii) of the Credit Agreement (is hereby amended by deleting the phrase “or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management services;Specified Holding Company”.
(m) relating to any asset (or all Section 8.1 of the assets) of and/or Credit Agreement is hereby amended by replacing the Capital Stock of the Borrower and/or any Restricted Subsidiary which is imposed pursuant reference to an agreement entered into in connection “Wxxxx Fargo” therein with any Disposition of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;reference to “Wilmington Trust, National Association”.
(n) set forth in any agreement relating to any Permitted Lien that limit the right Section 8.6 of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;
(o) set forth Credit Agreement is hereby amended and restated in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (its entirety as determined in good faith by the Borrower); 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, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.follows:
Appears in 1 contract
Burdensome Agreements. Except as provided herein (a) Enter into, or in permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Document and/or in agreements Party on its Equity Interests or with respect to refinancingsany other interest or participation in, renewals or replacements of such measured by, its profits, (ii) pay any Indebtedness that are permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (x) any Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions obligation owed to the Borrower or any Loan Party, (yiii) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Borrower any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party or (zv) any Loan Party to create, permit or xxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (each, a “Burdensome Agreement”), except restrictions:
(a) set forth in any agreement evidencing or relating to (i) Indebtedness of a Restricted Subsidiary that is not act as a Loan Party permitted pursuant to the Loan Documents (to the extent required by Section 6.01the Loan Documents) or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(iv) above) for (1) this Agreement and the other Loan Documents, (ii2) the Convertible Notes Documents, (3) any document or instrument governing Indebtedness permitted by incurred pursuant to Section 6.01 8.03(e), provided that is secured by a Permitted Lien if the relevant any such restriction applies contained therein relates only to the Person obligated under such Indebtedness and its Restricted Subsidiaries asset or the assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (m)constructed or acquired in connection therewith, (p4) (as it any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to Indebtedness in respect of clauses (a)the asset or assets subject to such Permitted Lien, (m), (r), (u5) and/or (y) of Xxxxxxx 0.00), (x), (x), (x), (xx) or (ff) of Section 6.01;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing or other transfers (including the granting of any Lien) restrictions and conditions contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith);
(c) that are or were created by virtue of any 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 and were not created in contemplation thereof;
(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 (or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); and
(p) imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing sale of any contractproperty not prohibited hereunder pending the consummation of such sale, instrument or obligation referred to (6) any Subordinated Indebtedness Documents, (7) any agreement in clauses (a) through (o) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in effect at the good faith judgment time any Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower (and any amendments, modifications, extensions or renewals thereof), (8) customary provisions in leases, licenses, sub-leases and sub-licenses and other contracts restricting assignment thereof, (9) agreements governing Permitted Refinancing Indebtedness; provided that restrictions in such agreements are not materially more restrictive with respect to such restrictionsrestrictive, taken as a whole, than those contained in the Indebtedness being refinanced, (10) the Convertible Indebtedness Notes Documents, (11) the Series A Preferred Documents, (12) any other agreements governing or documenting Preferred Stock of the Borrower permitted under Section 8.03(t), (13) the Investor Note Documents and (14) documents in respect of any Permitted Junior Debt, including any Escrow Notes Documents, and the organizational documents of any Escrow Issuer.
(b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the grant or existence prior of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the holders of the Obligations) for the purpose of securing the Obligations (to the extent required by the Loan Documents), whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except, in each case, (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such amendmentPermitted Lien, modification(iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property not prohibited hereunder, restatementpending the consummation of such sale, renewal(iv) customary provisions in leases, increaselicenses, supplementsub-leases and sub-licenses and other contracts restricting assignment thereof, refunding(v) the Convertible Notes Documents, replacement (vi) any agreement in effect at the time any Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower (and any amendments, modifications, extensions or refinancingrenewals thereof), (vii) specific property to be sold pursuant to an executed agreement with respect to a permitted Disposition or other sale or disposition permitted by Section 8.05, (viii) agreements governing Permitted Refinancing Indebtedness; provided that restrictions in such agreements are not materially more restrictive, taken as a whole, than those contained in the Indebtedness being refinanced, (ix) the Convertible Indebtedness Notes Documents, (x) the Investor Note Documents and (xi) documents in respect of any Permitted Junior Debt, including any Escrow Notes Documents, and the organizational documents of any Escrow Issuer.
Appears in 1 contract
Samples: Credit Agreement (ModivCare Inc)
Burdensome Agreements. Except as provided herein (a) Enter into, or in permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Document and/or in agreements Party on its Equity Interests or with respect to refinancingsany other interest or participation in, renewals or replacements of such measured by, its profits, (ii) pay any Indebtedness that are permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (x) any Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions obligation owed to the Borrower or any Loan Party, (yiii) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Borrower any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party or (zv) any Loan Party to create, permit or xxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (each, a “Burdensome Agreement”), except restrictions:
(a) set forth in any agreement evidencing or relating to (i) Indebtedness of a Restricted Subsidiary that is not act as a Loan Party permitted by Section 6.01pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(iv) above) for (1) this Agreement and the other Loan Documents, (ii2) any document or instrument governing Indebtedness permitted by incurred pursuant to Section 6.01 8.03(e), provided that is secured by a Permitted Lien if the relevant any such restriction applies contained therein relates only to the Person obligated under such Indebtedness and its Restricted Subsidiaries asset or the assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (m)constructed or acquired in connection therewith, (p3) (as it any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to Indebtedness in respect of clauses (a)the asset or assets subject to such Permitted Lien, (m), (r), (u4) and/or (y) of Xxxxxxx 0.00), (x), (x), (x), (xx) or (ff) of Section 6.01;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing or other transfers (including the granting of any Lien) restrictions and conditions contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith);
(c) that are or were created by virtue of any 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 and were not created in contemplation thereof;
(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 (or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); and
(p) imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing sale of any contractproperty not prohibited hereunder pending the consummation of such sale, instrument or obligation referred to (5) any Subordinated Indebtedness Documents, (6) any agreement in clauses (a) through (o) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in effect at the good faith judgment time any Subsidiary becomes a Subsidiary of the Borrower, more restrictive so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower and (7) customary provisions in leases, licenses, sub-leases and sub-licenses and other contracts restricting assignment thereof.
(b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the grant or existence of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the holders of the Obligations) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with respect any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such restrictionsPermitted Lien, taken as a whole(iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property not prohibited hereunder, than those pending the consummation of such sale, (iv) customary provisions in existence prior to such amendmentleases, modificationlicenses, restatement, renewal, increase, supplement, refunding, replacement or refinancingsub-leases and sub-licenses and other contracts restricting assignment thereof.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Providence Service Corp)
Burdensome Agreements. Except as provided herein or in any other Loan Document and/or in agreements Document, the ABL Credit Agreement, or any document with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01any Incremental Equivalent Debt (as defined herein), the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (x) any Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions to the Borrower or any Loan Party, (y) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Borrower or any Loan Party or (z) any Loan Party to create, permit or xxxxx gxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (eachany of clauses (x), (y) or (z), a “Burdensome Agreement”), except restrictions:
(a) set forth in any agreement evidencing or relating to (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 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 intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (m), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (q), (r), (u), (w) and/or (y) of Section 6.01), (q), (r), (u) and/or (y) of Xxxxxxx 0.00), (x), (x), (x), (xx) or (ffw) of Section 6.01;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing subletting or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, licenses (including sublicenses, concessions, occupancy agreements), joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith)business;
(c) that are or were created by virtue of any Lien granted upon, 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 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 and were not created in contemplation thereof;
(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 (or and/or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management servicesCash Management Services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit limits the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); 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 (on) aboveabove or in the first paragraph of this Section 6.05; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and/or
(p) restrictions created in connection with any Qualified Securitization Financing or Receivables Facility that, in the good faith determination of the Borrower, are necessary or advisable to effect such Securitization Facility or Receivables Facility.
Appears in 1 contract
Burdensome Agreements. Except as provided herein or in any other Loan Document and/or in agreements any agreement with respect to refinancingsany refinancing, renewals renewal or replacements replacement of such Indebtedness that are is permitted by Section 6.01, the Borrower Representative shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (x) any Restricted Subsidiary of the Borrower Representative that is not a Loan Party to pay dividends or other distributions to the Borrower Representative or any Loan Party, (y) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Borrower Representative or any Loan Party or (z) any Loan Party to create, permit or xxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (each, a “Burdensome Agreement”)Obligations, except restrictions:
(a) set forth in any agreement evidencing or relating to (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 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 intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (j), (m), (n), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (n), (q), (r), (u), (w) and/or (y) of Xxxxxxx 0.00Section 6.01), (xq), (xr), (xu), (xxw) or and/or (ffy) of Section 6.01;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing subletting or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreementssublicenses (including licenses and sublicenses of intellectual property or IP Rights), joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith)business;
(c) that are or were created by virtue of any 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 and were not created in contemplation thereof;
(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 BorrowerBorrower Representative);
(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 any other agreement arrangement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management servicesBanking Services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower Representative and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower Representative or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;; and/or
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); 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 (on) above; provided provided, that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the BorrowerBorrower Representative, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Burdensome Agreements. Except as provided herein or in any other Loan Document and/or in agreements Document, the Second Lien Credit Agreement, any document with respect to refinancingsany Second Lien Incremental Debt and/or in any agreement with respect to any refinancing, renewals renewal or replacements replacement of such Indebtedness that are is permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (x) any Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions to the Borrower or any Loan Party, (y) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Borrower or any Loan Party or (z) any Loan Party to create, permit or xxxxx gxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (each, a “Burdensome Agreement”)Obligations, except restrictions:
(a) set forth in any agreement evidencing or relating to governing (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 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 intended to secure such Indebtedness and Indebtedness, (iii) Indebtedness permitted pursuant to clauses (m), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (q), (r), (u), (w), (y) and/or (y) of Xxxxxxx 0.00), (x), (x), (x), (xx) or (ffbb) of Section 6.01), (q), (r), (u), (w), (y) and/or (bb) of Section 6.01 and (iv) any Permitted Receivables Financing solely with respect to the assets subject to such Permitted Receivables Financing;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing subletting or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith)business;
(c) that are or were created by virtue of any 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 existed on the Original Closing Date and were not created in contemplation thereof;
(j) arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Original 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 (or and/or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management servicesBanking Services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit limits the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;; and/or
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); 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 (on) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: First Lien Credit Agreement (Waystar Holding Corp.)
Burdensome Agreements. Except as provided herein or in any other Loan Document and/or in agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01Document, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (x) any Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions to the Borrower or any Loan Party, (y) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Borrower or any Loan Party or (z) any Loan Party to create, permit or xxxxx gxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (each, a “Burdensome Agreement”)Obligations, except restrictions:
(a) set forth in any agreement evidencing or relating to governing (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 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 intended to secure such Indebtedness and Indebtedness, (iii) Indebtedness permitted pursuant to clauses (m), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (q), (r), (u), (w), (y) and/or (y) of Xxxxxxx 0.00), (x), (x), (x), (xx) or (ffbb) of Section 6.01), (q), (r), (u), (w), (y) and/or (bb) of Section 6.01 and (iv) any Permitted Receivables Financing solely with respect to the assets subject to such Permitted Receivables Financing;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing subletting or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith)business;
(c) that are or were created by virtue of any 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 existed on the Original Closing Date and were not created in contemplation thereof;
(j) arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Original 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 (or and/or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management servicesBanking Services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit limits the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;; and/or
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); 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 (on) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: First Lien Credit Agreement (Waystar Holding Corp.)
Burdensome Agreements. Except as provided herein or in any other Loan Document and/or in agreements Document, the Second Lien Credit Agreement, any document with respect to refinancingsany “Incremental Equivalent Debt” (as defined herein and in the Second Lien Credit Agreement or any equivalent term under any Second Lien Facility) and/or in any agreement with respect to any refinancing, renewals renewal or replacements replacement of such Indebtedness that are is permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement (any such agreement, a “Burdensome Agreement”) restricting the ability of (x) any Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions to the Borrower or any Loan Party, (y) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Borrower or any Loan Party or (z) any Loan Party to create, permit or xxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (each, a “Burdensome Agreement”)Obligations, except restrictions:
(a) set forth in any agreement evidencing or relating to (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 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 intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (j), (m), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (q), (r), (u), (w) and/or (y) of Xxxxxxx 0.00Section 6.01), (xq), (xr), (xu), (xxw) or and/or (ffy) of Section 6.01;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing subletting or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith);business; Table of Contents
(c) that are or were created by virtue of any 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 and were not created in contemplation thereof;
(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 (or and/or any other agreement relating to Banking Services (and/or any Derivative Transaction permitted under this Agreement) or any customary agreement other obligation of the type described in respect of deposit, treasury or cash management servicesSection 6.01(f));
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;
(o) customary subordination and/or subrogation provisions set forth in agreements guaranty or similar documentation (not relating to Indebtedness for borrowed money) that are entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); andbusiness;
(p) any restriction created in connection with any factoring program implemented in the ordinary course of business; and/or Table of Contents (q) 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 (op) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: First Lien Credit Agreement (Shift4 Payments, Inc.)
Burdensome Agreements. Except as provided herein or in any other Loan Document and/or in agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter Enter into or cause permit to exist any agreement restricting Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (xi) any make Restricted Subsidiary of the Borrower that is not a Loan Party Payments to pay dividends or other distributions to the Borrower or any Loan Party, (yii) pay any Restricted Subsidiary that is not a Indebtedness or other obligation owed to any Loan Party to Party, (iii) make cash loans or advances to the Borrower or any Loan Party or Party, (ziv) any Loan Party to create, permit or xxxxx x Xxxx on transfer any of its properties property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or assets to secure the Secured Obligations any renewals, refinancings, exchanges, refundings or extension thereof or (each, a “Burdensome Agreement”), except restrictions:
(avi) set forth in any agreement evidencing or relating to (i) Indebtedness of a Restricted Subsidiary that is not act as a Loan Party permitted by Section 6.01pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (ii2) any document or instrument governing Indebtedness permitted by incurred pursuant to Section 6.01 8.03(e), provided that is secured by a Permitted Lien if the relevant any such restriction applies contained therein relates only to the Person obligated under such Indebtedness and its Restricted Subsidiaries asset or the assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (m)constructed or acquired in connection therewith, (p3) (as it any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to Indebtedness in respect of clauses (a)the asset or assets subject to such Permitted Lien, (m), (r), (u4) and/or (y) of Xxxxxxx 0.00), (x), (x), (x), (xx) or (ff) of Section 6.01;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing or other transfers (including the granting of any Lien) restrictions and conditions contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith);
(c) that are or were created by virtue of any 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 and were not created in contemplation thereof;
(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 (or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale, (5) the Subordinated Indebtedness Documents, (6) the documents, agreements and instruments governing the Foreign Subsidiary Debt, provided that any such restriction contained therein relates only to the Foreign Subsidiaries liable for such Foreign Subsidiary Debt, (7) the Bright Indian Loan Documents provided that any such restriction contained therein relates only to Bright India and its Subsidiaries and (8) any document or instrument governing any Permitted Lien Securitization Transaction or Permitted Factoring Transaction, provided that limit any such restriction relates only to the right of applicable accounts receivable actually sold, conveyed or otherwise contributed pursuant to such Permitted Securitization Transaction or such Permitted Factoring Transaction, or (b) requires the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); and
(p) imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing grant of any contract, instrument or security for any obligation referred to in clauses (a) through (o) above; provided that no if such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in property is given as security for the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingObligations.
Appears in 1 contract
Samples: Credit Agreement (Brightpoint Inc)
Burdensome Agreements. Except as provided herein Enter into, or in permit to exist, any other Loan Document and/or in agreements with respect to refinancings, renewals Contractual Obligation that (a) encumbers or replacements of such Indebtedness that are permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting restricts the ability of any such Person to (xi) any make Restricted Subsidiary of the Borrower that is not a Loan Party Payments to pay dividends or other distributions to the Borrower or any Loan Party, (yii) pay any Restricted Subsidiary that is not a Indebtedness or other obligation owed to any Loan Party to Party, (iii) make cash loans or advances to the Borrower or any Loan Party or Party, (ziv) any Loan Party to create, permit or xxxxx x Xxxx on transfer any of its properties property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to secure the Secured Obligations asset or assets subject to such Permitted Lien, (each, a “Burdensome Agreement”), except restrictions:
(a4) set forth customary restrictions and conditions contained in any agreement evidencing or relating to (i) Indebtedness the sale of a Restricted Subsidiary that is not a Loan Party any property permitted by under Section 6.018.05 pending the consummation of such sale, (ii5) Indebtedness permitted restrictions imposed by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only applicable Law, (6) restrictions in contracts (including contracts governing Indebtedness) and described on Schedule 10 to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the assets intended to secure such Indebtedness and Disclosure Letter; (iii7) Indebtedness permitted pursuant to clauses (m), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (r), (u) and/or (y) of Xxxxxxx 0.00), (x), (x), (x), (xx) or (ff) of Section 6.01;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other similar agreements applicable to the Equity Interests in the applicable joint ventures entered into in the ordinary course of business; (8) customary provisions contained in leases or licenses of intellectual property and other similar agreements entered into in the ordinary course of business business; (determined by the Borrower in good faith);
(c9) that are customary provisions restricting subletting or were created by virtue assignment of any 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;
lease governing a leasehold interest; (d10) that are assumed in connection with any acquisition of property or the Capital Stock customary provisions restricting assignment 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 business; and (11) customary net worth or similar restrictions exist;
(i) set forth in documents which exist on the Closing Date and were not created in contemplation thereof;
(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 provisions contained in this Agreement, taken real property leases so long as a whole (as the Borrower has determined in good faith by that such net worth provisions could not reasonably be expected to impair 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 (or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock ability of the Borrower and/or any Restricted Subsidiary which is imposed pursuant and its Subsidiaries to an agreement entered into in connection with any Disposition of such asset meet their ongoing obligations, or (or assetsb) and/or all or a portion of requires the Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); and
(p) imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing grant of any contract, instrument or security for any obligation referred to in clauses (a) through (o) above; provided that no if such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in property is given as security for the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingObligations.
Appears in 1 contract
Burdensome Agreements. Except as provided herein (a) Enter into, or permit to exist, any Contractual Obligation (except for the Loan Documents) that encumbers or restricts the ability of any Restricted Subsidiary (other than a Loan Party) to (i) make Restricted Payments to any Loan Party (it being understood that the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Equity Interests), (ii) make loans or advances to any other Loan Document and/or in agreements with respect Party (it being understood that the subordination of loans or advances made to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrower or any Restricted Subsidiary to other Indebtedness incurred by the Borrower or any Restricted Subsidiary shall notnot be deemed a restriction on the ability to make loans or advances), nor shall it permit or (iii) transfer any of its property to any Loan Party, except for (A) agreements governing other Indebtedness permitted under Section 7.03 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that in the good faith judgment of the Borrower, such encumbrances and restrictions will not materially affect the Borrower’s ability to repay the Obligations in accordance with their terms, (B) restrictions imposed by applicable Law, (C) any instrument governing Indebtedness or Equity Interests of a Person acquired by the Borrower or any of its Restricted Subsidiaries toas in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests was incurred in connection with or in contemplation of such acquisition), enter into which encumbrance or cause to exist any agreement restricting the ability of (x) any Restricted Subsidiary of the Borrower that restriction is not a Loan Party applicable to pay dividends any Person, or other distributions to the Borrower or any Loan Party, (y) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Borrower or any Loan Party or (z) any Loan Party to create, permit or xxxxx x Xxxx on any of its properties or assets to secure of any Person, other than the Secured Obligations (eachPerson, a “Burdensome Agreement”)or the property or assets of the Person, except restrictions:
(a) set forth so acquired; provided that, in any agreement evidencing or relating to (i) the case of Indebtedness, such Indebtedness of a Restricted Subsidiary that is not a Loan Party was permitted by Section 6.01the terms of this Agreement to be incurred, (iiD) Indebtedness permitted by Section 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 intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (m), (p) (as it relates to Indebtedness customary non-assignment provisions in respect of clauses (a), (m), (r), (u) and/or (y) of Xxxxxxx 0.00), (x), (x), (x), (xx) or (ff) of Section 6.01;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements licenses and other agreements contracts entered into in the ordinary course of business, (E) purchase money obligations for property acquired in the ordinary course of business (determined by and capital leases that impose restrictions on the Borrower in good faith);
(c) that are property purchased or were created by virtue of any 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 leased of the relevant Person or Personsnature described in clause (iii) and/or property so acquired and was not created in connection with or in anticipation of such acquisition;
above, (eF) set forth in any agreement for any Disposition the sale or other disposition of any all or a portion of the Equity Interests or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition, (or all or substantially all G) Permitted Liens that limit the right of the debtor to dispose of the assets thereofsubject to such Liens, (H) that restricts provisions limiting the payment disposition or distribution of dividends assets or other distributions or the making of cash loans or advances by such Restricted Subsidiary pending such Disposition;
(f) set forth property 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 joint venture agreements, limited liability company organizational governance documentsasset sale agreements, joint venture sale-leaseback agreements, stock sale agreements and other similar agreements;
, which limitation is applicable only to the assets that are the subject of such agreements and (hI) restrictions on Cash, cash or other deposits or net worth or similar restrictions imposed by any Person customers under any contract contracts 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 and were not created in contemplation thereof;
(j) arising imposed pursuant to an agreement other escrow 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 (or any other agreement relating to any Derivative Transaction deposit arrangements permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management services;.
(mb) relating Enter into, or permit to exist, any asset Contractual Obligation (except for the Loan Documents) that encumbers or all restricts the ability of the assetsany such Person (other than a Foreign Subsidiary) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which is imposed to (i) pledge its property pursuant to an agreement entered into in connection with any Disposition of such asset the Loan Documents or (or assetsii) and/or all or act as a portion of Loan Party pursuant to the Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
Loan Documents, except for: (nA) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); and
(p) restrictions imposed by applicable Law, (B) any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement document 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, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.governing Indebtedness incurred pursuant to
Appears in 1 contract
Burdensome Agreements. Except as provided herein or in any other Loan Document and/or in agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (x) any Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions to the Borrower or any Restricted Subsidiary that is a Loan Party, Party or (y) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to to, or transfer any assets to, the Borrower or any Restricted Subsidiary that is a Loan Party or (z) any Loan Party to create, permit or xxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (each, a “Burdensome Agreement”), except restrictions:
(a) set forth in (i) this Agreement or any other Loan Document or the DMG Acquisition Agreement, (ii) any agreement evidencing or relating to governing (iA) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) any Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Person Persons obligated under in respect of such Indebtedness and its their Restricted Subsidiaries or the assets intended to secure such Indebtedness and (iiiB) Indebtedness permitted pursuant to clauses (mc), (p) (as it relates to Indebtedness in respect of clauses (ai), (m), (rn), (q), (u), (w), (x) and/or (y) of Xxxxxxx 0.00), Section 6.01 or pursuant to clause (x), (x), (x), (xx) or (ffp) of Section 6.016.01 to the extent the applicable Refinancing Indebtedness is in respect of Indebtedness otherwise referred to in this clause (a);
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing sublicensing, subletting or other transfers of rights arising thereunder (including the granting of any LienLien on such rights) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements sublicenses and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith)agreements;
(c) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, or 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 entered into in connection with any Disposition of any Restricted Subsidiary (or all or substantially all of permitted by Section 6.06, provided that such restrictions apply only to the assets thereof) that restricts the payment of dividends or other distributions or the making subsidiaries that are the subject of cash loans or advances by such Restricted Subsidiary Disposition pending the completion of such Disposition;
(f) set forth in provisions in agreements or instruments which that 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 agreementsthe case of any Person that is not a Wholly-Owned Subsidiary, limited liability company organizational governance documentsset forth in the Organizational Documents thereof or in any joint venture, joint venture agreements and other shareholders’ or similar agreements;
(h) on Cash, arising in respect of Cash and other deposits with any Person or under net worth or similar restrictions imposed by provisions set forth in 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 existagreement;
(i) set forth in documents which exist on the Closing Date (including, for the avoidance of doubt, the 2020 Senior Secured Credit Facilities) and were not created in contemplation thereof;
(j) arising pursuant to an set forth in any agreement evidencing or instrument relating to governing any Indebtedness permitted to be incurred after the Closing Date under Section 6.01 if (i) the relevant restrictions, when taken as a whole, are not materially less favorable to the Lenders than the restrictions contained in this Agreement, when taken as a whole (as reasonably determined by the Borrower) or (ii) the relevant restrictions reflect market terms and conditions (when taken as a whole and as reasonably determined by the Borrower) and the Borrower shall have determined in good faith by that such restrictions would not reasonably be expected to impair in any material respect the Borrower)ability of the Borrower and the other Loan Parties to meet their obligations under this Agreement;
(k) arising under applicable law or as a result of applicable Requirements of Law or the terms of under any license, sublicense, authorization, concession or permit, including restrictions in respect of IP Rights contained in licenses or sublicenses of, or other grants of rights to use or exploit, such IP Rights;
(l) arising in any Hedge Agreement (or and/or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management servicesBanking Services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit limits the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber subject to Liens the assets subject thereto;to such Permitted Lien; and/or
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); and
(p) imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contractagreement, instrument or obligation referred to in clauses (a) through (on) above; provided provided, that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Burdensome Agreements. Except as provided herein (a) Enter into, or in permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Document and/or in agreements Party on its Equity Interests or with respect to refinancingsany other interest or participation in, renewals or replacements of such measured by, its profits, (ii) pay any Indebtedness that are permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (x) any Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions obligation owed to the Borrower or any Loan Party, (yiii) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Borrower or any Loan Party Party, (iv) sell, lease or (z) any Loan Party to create, permit or xxxxx x Xxxx on transfer any of its properties property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or assets to secure the Secured Obligations any renewals, refinancings, exchanges, refundings or extension thereof or (each, a “Burdensome Agreement”), except restrictions:
(avi) set forth in any agreement evidencing or relating to (i) Indebtedness of a Restricted Subsidiary that is not act as a Loan Party permitted by Section 6.01pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(iv) above) for (1) this Agreement and the other Loan Documents, (ii2) any document or instrument governing Indebtedness permitted by Section 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 intended to secure such Indebtedness and (iii) Indebtedness permitted incurred pursuant to clauses (mSection 8.03(b), (p) e), (as it relates to Indebtedness in respect of clauses k), (al), (m), (r), (u) and/or (y) of Xxxxxxx 0.00), (x), (x), (x), (xx) or (ff) n); provided that, in the case of Section 6.01;
8.03(e) and (bk), any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) arising any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (4) 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, (5) encumbrances or restrictions that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of PRA, (6) encumbrances or restrictions that are customary provisions in joint venture and similar agreements, (7) encumbrances or restrictions that are customary restrictions on leases, sublicenses, licenses or asset sale agreements otherwise permitted under this Agreement, (8) encumbrances or restrictions are customary provisions restricting assignments, subletting, licensing, sublicensing or other transfers (including the granting assignment of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements agreement entered into in the ordinary course of business business, (determined by 9) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(p); provided that, any such restriction contained therein relates only to the Borrower in good faithasset or assets of Aktiv Kapital and its Subsidiaries or (10) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(r);; provided that, any such restriction contained therein relates only to the asset or assets of direct or indirect Subsidiaries of PRA organized under the laws of Brazil and any of their respective Foreign Subsidiaries (excluding Foreign Subsidiaries organized under the laws of Canada or any province or territory thereof).
(cb) Enter into, or permit to exist, any Contractual Obligation that are prohibits or were created by virtue otherwise restricts the existence of any Lien granted uponupon any of its property in favor of the Agents (for the benefit of the holders of the Obligations) for the purpose of securing the Obligations, transfer ofwhether now owned or hereafter acquired, agreement or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to transfer Section 8.03(b), (e), (k), (l), (m) or grant of(n); provided that, in the case of Section 8.03(e) and (k), any option such restriction contained therein relates only to the asset or right with respect to any assets constructed or Capital Stock not otherwise prohibited under this Agreement;
acquired in connection therewith, (dii) that are assumed in connection with any acquisition of property Permitted Lien or the Capital Stock of any Persondocument or instrument governing any Permitted Lien, so long as the relevant encumbrance or provided that any such restriction contained therein relates solely only to the Person asset or assets subject to such Permitted Lien, (iii) pursuant to customary restrictions 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 conditions contained in any agreement for any Disposition relating to the sale of any Restricted Subsidiary property permitted under Section 8.05, pending the consummation of such sale, (or all or substantially all of the assets thereofiv) 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 agreement binding on a pro rata basis;
Subsidiary at the time such Subsidiary first becomes a Subsidiary of PRA, (gv) imposed by pursuant to customary restrictions contained in any agreement relating to the sale, lease, license or sublicense of any property permitted hereunder, (vi) pursuant to customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements;
applicable to joint ventures permitted by Section 8.02, (hvii) on Cash, other deposits or net worth or similar restrictions imposed by customary provisions restricting the assignment of any Person under any contract agreement entered into in the ordinary course of business business, (viii) encumbrances or for whose benefit such Cash, other deposits restrictions on PRA Aktiv Kapital or net worth or similar restrictions exist;
(i) set forth any of its Subsidiaries in documents which exist on the Closing Date and were not created in contemplation thereof;
(j) arising pursuant to an agreement or instrument relating to any Contractual Obligations evidencing Indebtedness permitted to be incurred after under Sections 8.03(p) and (q) or (ix) encumbrances or restrictions on direct or indirect Foreign Subsidiaries of PRA (excluding Foreign Subsidiaries organized under 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 laws of applicable Requirements of Law or the terms of any license, authorization, concession or permit;
(l) arising in any Hedge Agreement (Canada or any other agreement relating to any Derivative Transaction province or territory thereof) in Contractual Obligations evidencing Indebtedness permitted under this AgreementSections 8.03(r) or any customary agreement in respect of deposit, treasury or cash management services;
and (m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrowers); 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, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Burdensome Agreements. Except as provided herein or in any other Loan Document and/or in agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter Enter into or cause permit to exist any agreement restricting Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (xi) any make Restricted Subsidiary of the Borrower that is not a Loan Party Payments to pay dividends or other distributions to the Borrower or any Loan Party, (yii) pay any Restricted Subsidiary that is not a Indebtedness or other obligation owed to any Loan Party to Party, (iii) make cash loans or advances to the Borrower or any Loan Party or Party, (ziv) any Loan Party to create, permit or xxxxx x Xxxx on transfer any of its properties property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or assets to secure the Secured Obligations any renewals, refinancings, exchanges, refundings or extension thereof or (each, a “Burdensome Agreement”), except restrictions:
(avi) set forth in any agreement evidencing or relating to (i) Indebtedness of a Restricted Subsidiary that is not act as a Loan Party permitted by Section 6.01pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan Documents, (ii2) any document or instrument governing Indebtedness permitted by incurred pursuant to Section 6.01 8.03(e), provided that is secured by a Permitted Lien if the relevant any such restriction applies contained therein relates only to the Person obligated under such Indebtedness and its Restricted Subsidiaries asset or the assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (m)constructed or acquired in connection therewith, (p3) (as it any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to Indebtedness in respect of clauses (a)the asset or assets subject to such Permitted Lien, (m), (r), (u4) and/or (y) of Xxxxxxx 0.00), (x), (x), (x), (xx) or (ff) of Section 6.01;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing or other transfers (including the granting of any Lien) restrictions and conditions contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith);
(c) that are or were created by virtue of any 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 and were not created in contemplation thereof;
(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 (or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale, (5) the Subordinated Indebtedness Documents, (6) the documents, agreements and instruments governing the Foreign Subsidiary Debt, provided that any such restriction contained therein relates only to the Foreign Subsidiaries liable for such Foreign Subsidiary Debt, (7) the Bright Indian Loan Facility Documents provided that any such restriction contained therein relates only to Bright India and its Subsidiaries and (8) any document or instrument governing any Permitted Lien Securitization Transaction or Permitted Factoring Transaction, provided that limit any such restriction relates only to the right of applicable accounts receivable actually sold, conveyed or otherwise contributed pursuant to such Permitted Securitization Transaction or such Permitted Factoring Transaction, or (b) requires the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); and
(p) imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing grant of any contract, instrument or security for any obligation referred to in clauses (a) through (o) above; provided that no if such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in property is given as security for the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingObligations.
Appears in 1 contract
Samples: Credit Agreement (Brightpoint Inc)
Burdensome Agreements. Except as provided herein (a) Enter into, or in permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Document and/or in agreements Party on its Equity Interests or with respect to refinancingsany other interest or participation in, renewals or replacements of such measured by, its profits, (ii) pay any Indebtedness that are permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (x) any Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions obligation owed to the Borrower or any Loan Party, (yiii) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Borrower any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party or (zv) any Loan Party to create, permit or xxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (each, a “Burdensome Agreement”), except restrictions:
(a) set forth in any agreement evidencing or relating to (i) Indebtedness of a Restricted Subsidiary that is not act as a Loan Party permitted pursuant to the Loan Documents (to the extent required by Section 6.01the Loan Documents) or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(iv) above) for (1) this Agreement and the other Loan Documents, (ii2) the Convertible Notes Documents, (3) any document or instrument governing Indebtedness permitted by incurred pursuant to Section 6.01 8.03(e), provided that is secured by a Permitted Lien if the relevant any such restriction applies contained therein relates only to the Person obligated under such Indebtedness and its Restricted Subsidiaries asset or the assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (m)constructed or acquired in connection therewith, (p4) (as it any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to Indebtedness in respect of clauses (a)the asset or assets subject to such Permitted Lien, (m), (r), (u5) and/or (y) of Xxxxxxx 0.00), (x), (x), (x), (xx) or (ff) of Section 6.01;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing or other transfers (including the granting of any Lien) restrictions and conditions contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith);
(c) that are or were created by virtue of any 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 and were not created in contemplation thereof;
(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 (or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); and
(p) imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing sale of any contractproperty not prohibited hereunder pending the consummation of such sale, instrument or obligation referred to (6) any Subordinated Indebtedness Documents, (7) any agreement in clauses (a) through (o) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in effect at the good faith judgment time any Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower (and any amendments, modifications, extensions or renewals thereof), (8) customary provisions in leases, licenses, sub-leases and sub-licenses and other contracts restricting assignment thereof, (9) agreements governing Permitted Refinancing Indebtedness; provided that restrictions in such agreements are not materially more restrictive with respect to such restrictionsrestrictive, taken as a whole, than those contained in the Indebtedness being refinanced, (10) the Convertible Indebtedness Notes Documents, (11) the Series A Preferred Documents, (12) any other agreements governing or documenting Preferred Stock of the Borrower permitted under Section 8.03(t) and (13) the Investor Note Documents.
(b) Enter into, or permit to exist, any Contractual Obligation that prohibits or otherwise restricts the grant or existence prior of any Lien upon any of its property in favor of the Administrative Agent (for the benefit of the holders of the Obligations) for the purpose of securing the Obligations (to the extent required by the Loan Documents), whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except, in each case, (i) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (ii) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such amendmentPermitted Lien, modification(iii) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any property not prohibited hereunder, restatementpending the consummation of such sale, renewal(iv) customary provisions in leases, increaselicenses, supplementsub-leases and sub-licenses and other contracts restricting assignment thereof, refunding(v) the Convertible Notes Documents, replacement (vi) any agreement in effect at the time any Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower (and any amendments, modifications, extensions or refinancingrenewals thereof), (vii) specific property to be sold pursuant to an executed agreement with respect to a permitted Disposition or other sale or disposition permitted by Section 8.05, (viii) agreements governing Permitted Refinancing Indebtedness; provided that restrictions in such agreements are not materially more restrictive, taken as a whole, than those contained in the Indebtedness being refinanced, (ix) the Convertible Indebtedness Notes Documents and (x) the Investor Note Documents.
(v) Section 8.11. Section 8.11 of the Credit Agreement is hereby amended to read as follows:
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Providence Service Corp)
Burdensome Agreements. Except as provided herein or in any other Loan Document and/or in agreements Document, the Second Lien Credit Agreement, any document with respect to refinancingsany “Incremental Equivalent Debt” (as defined herein and in the Second Lien Credit Agreement or any equivalent term under any Second Lien Facility) and/or in any agreement with respect to any refinancing, renewals renewal or replacements replacement of such Indebtedness that are is permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (x) any Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions to the Borrower or any Loan Party, (y) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Borrower or any Loan Party or (zy) any Loan Party to create, permit or xxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (each, a “Burdensome Agreement”)Obligations, except restrictions:
(a) set forth in any agreement evidencing or relating to (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 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 intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (j), (m), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (q), (r), (u), (w) and/or (y) of Xxxxxxx 0.00Section 6.01), (xq), (xr), (xu), (xxw) or and/or (ffy) of Section 6.01;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing subletting or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith)business;
(c) that are or were created by virtue of any 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 and were not created in contemplation thereof;
(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 (or and/or any other agreement relating to any Derivative Transaction permitted under this Banking Services Obligation (and/or any other obligation of the type described in Section 6.01(f)) and/or Banking Services Obligation (as defined in the Second Lien Credit Agreement) or any customary agreement in respect of deposit, treasury or cash management services);
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;; and/or
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); 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 (on) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: First Lien Credit Agreement (ATI Physical Therapy, Inc.)
Burdensome Agreements. Except as provided herein or in any other Loan Document and/or in agreements Document, the Second Lien Credit Agreement, any document with respect to refinancingsany Second Lien Incremental Debt and/or in any agreement with respect to any refinancing, renewals renewal or replacements replacement of such Indebtedness that are is permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (x) any Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions to the Borrower or any Loan Party, (y) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Borrower or any Loan Party or (z) any Loan Party to create, permit or xxxxx gxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (each, a “Burdensome Agreement”)Obligations, except restrictions:
(a) set forth in any agreement evidencing or relating to governing (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 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 intended to secure such Indebtedness and Indebtedness, (iii) Indebtedness permitted pursuant to clauses (m), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (q), (r), (u), (w), (y) and/or (y) of Xxxxxxx 0.00), (x), (x), (x), (xx) or (ffbb) of Section 6.01), (q), (r), (u), (w), (y) and/or (bb) of Section 6.01 and (iv) any Permitted Receivables Financing solely with respect to the assets subject to such Permitted Receivables Financing;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing subletting or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith)business;
(c) that are or were created by virtue of any 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 and were not created in contemplation thereof;
(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 (or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); 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, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: First Lien Credit Agreement (Waystar Holding Corp.)
Burdensome Agreements. Except as provided herein or in any other Loan Document and/or in agreements Document, the ABL Credit Agreement, or any document with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01any Incremental Equivalent Debt (as defined herein), the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (x) any Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions to the Borrower or any Loan Party, (y) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Borrower or any Loan Party or (z) any Loan Party to create, permit or xxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (eachany of clauses (x), (y) or (z), a “Burdensome Agreement”), except restrictions:
(a) set forth in any agreement evidencing or relating to (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 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 intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (m), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (q), (r), (u), (w) and/or (y) of Section 6.01), (q), (r), (u) and/or (y) of Xxxxxxx 0.00), (x), (x), (x), (xx) or (ffw) of Section 6.01;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing subletting or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, licenses (including sublicenses, concessions, occupancy agreements), joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith)business;
(c) that are or were created by virtue of any Lien granted upon, 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 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 and were not created in contemplation thereof;
(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 (or and/or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management servicesCash Management Services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit limits the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); 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 (on) aboveabove or in the first paragraph of this Section 6.05; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and/or
(p) restrictions created in connection with any Qualified Securitization Financing or Receivables Facility that, in the good faith determination of the Borrower, are necessary or advisable to effect such Securitization Facility or Receivables Facility.
Appears in 1 contract
Burdensome Agreements. Except as provided herein or in any other Loan Document (as defined herein and/or in agreements any agreement with respect to refinancingsany refinancing, renewals renewal or replacements replacement of such Indebtedness that are is permitted by Section 6.01), the Lead Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (x) any Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions to the any Borrower or any Loan Party, (y) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the any Borrower or any Loan Party or (z) any Loan Party to create, permit or xxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (each, a “Burdensome Agreement”)Obligations, except restrictions:
(a) set forth in any agreement evidencing or relating to (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 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 intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (m), (p) (as it relates to Indebtedness in respect of clauses (am), (mq), (r), (uv) and/or (y) of Xxxxxxx 0.00Section 6.01), (xq), (xr), (x), w) and/or (xx) or (ffy) of Section 6.01;
(b) (i) arising under customary provisions restricting assignments, subletting, licensing, sublicensing subletting or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenseslicenses (including sublicenses), sublicenses, concessions, occupancy agreements, and joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements (ii) arising under customary provisions restricting assignments or transfers of any agreement entered into in the ordinary course of business (determined by the Borrower in good faith)business;
(c) that are or were created by virtue of any Lien granted upon, 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) in the case of Restricted Subsidiaries that are not wholly-owned, imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreementsagreements or arrangements;
(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 (x) exist on the Closing Date and were (to the extent not created otherwise permitted by this Section 6.05) are listed on Schedule 6.05 and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in contemplation thereofan 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 (as reasonably determined by the Lead Borrower);
(j) arising pursuant to an comprise restrictions imposed by any agreement governing Indebtedness entered into on or instrument relating to any Indebtedness permitted to be incurred after the Closing Date if and permitted under Section 6.01 that are, taken as a whole, in the relevant restrictionsgood faith judgment of the Lead Borrower, no more restrictive with respect to any Borrower or any other Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, taken as a whole, are not materially less favorable to the Lenders more restrictive than the restrictions contained in this Agreement), taken so long as a whole (as the Lead Borrower shall have determined in good faith by the Borrower)that such restrictions will not affect in any material respect its obligation or ability to make any payments required hereunder;
(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 (or and/or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management servicesBanking Services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower Borrowers and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth are customary restrictions (as reasonably determined by the Lead Borrower) that arise in connection with (x) any agreement relating Lien permitted by Section 6.02 and relate to the property subject to such Lien or (y) arise in connection with any Permitted Lien that limit Disposition permitted by Section 6.07 and relate solely to the right of the Borrower assets or any Person subject to such Disposition;
(o) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such Contractual Obligations were not entered into in contemplation of such Person becoming a Restricted Subsidiary;
(p) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.01 but solely to Dispose of the extent any negative pledge relates to (i) the property financed by such Indebtedness and the proceeds, accessions and products thereof or encumber (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;
(q) 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;
(or) set forth in agreements entered into (i) arise in connection with the administration, operation cash or management other deposits permitted under Sections 6.02 and 6.06 and limited to such cash or deposit and (ii) are restrictions on xxxx xxxxxxx money deposits in favor of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings sellers in connection with acquisitions not prohibited hereunder;
(s) are restrictions in the ordinary course documentation governing any Supplier Financing Facility that in the good faith determination of business Lead Borrower are necessary or advisable to effect such Supplier Financing Facility;
(t) 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 6.02;
(u) constitute a license or sublicense that is a Permitted Lien;
(v) 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); andand/or
(pw) 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 (ov) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Lead Borrower, materially more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; provided that (x) the priority of any preferred Capital Stock 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 1 contract
Burdensome Agreements. Except as provided herein or in any other Loan Document and/or in agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (x) any Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions to the Borrower or any Loan Party, (y) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Borrower or any Loan Party or (z) any Loan Party to create, permit or xxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (each, a “Burdensome Agreement”), except restrictions:
(a) set forth in any agreement evidencing or relating to (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 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 intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (m), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (r), (u) and/or (y) of Xxxxxxx 0.00), (x), (x), (x), (xx) or (ff) of Section 6.01;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith);
(c) that are or were created by virtue of any 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 and were not created in contemplation thereof;; 118
(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 (or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); 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 (on) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Blackstone Mortgage Trust, Inc.)
Burdensome Agreements. Except as provided herein or in any other Loan Document and/or in agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (x) any Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions to the Borrower or any Restricted Subsidiary that is a Loan Party, (y) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to to, or transfer any assets to, the Borrower or any Restricted Subsidiary that is a Loan Party or (z) any Loan Party to create, permit or xxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (each, a “Burdensome Agreement”)Obligations, except restrictions:
(a) set forth in (i) this Agreement or any other Loan Document or, subject to the terms of the Pari Passu Intercreditor Agreement, the Pari Passu Credit Agrement or any other Loan Document (as defined in the Pari Passu Credit Agreement), (ii) any agreement evidencing or relating governing (A) solely with respect to restrictions of the kind described in clause (iz) above any Indebtedness of a any Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (iiB) any Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Person Persons obligated under in respect of such Indebtedness and its their Restricted Subsidiaries or the assets intended to secure such Indebtedness and (iiiC) Indebtedness permitted pursuant to clauses (m), (p) (as it relates to Indebtedness in respect of clauses (ai), (m), (rn), (q), (u), (w), (x) and/or (y) of Xxxxxxx 0.00), Section 6.01 or pursuant to clause (x), (x), (x), (xx) or (ffp) of Section 6.016.01 to the extent the applicable Refinancing Indebtedness is in respect of Indebtedness otherwise referred to in this clause (a);
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing sublicensing, subletting or other transfers of rights arising thereunder (including the granting of any LienLien on such rights) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements sublicenses and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith)agreements;
(c) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, or 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 entered into in connection with any Disposition of any Restricted Subsidiary (or all or substantially all of permitted by Section 6.06, provided that such restrictions apply only to the assets thereof) that restricts the payment of dividends or other distributions or the making subsidiaries that are the subject of cash loans or advances by such Restricted Subsidiary Disposition pending the completion of such Disposition;
(f) set forth in provisions in agreements or instruments which that 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 agreementsthe case of any Person that is not a Wholly-Owned Subsidiary, limited liability company organizational governance documentsset forth in the Organizational Documents thereof or in any joint venture, joint venture agreements and other shareholders’ or similar agreements;
(h) on Cash, arising in respect of Cash and other deposits with any Person or under net worth or similar restrictions imposed by provisions set forth in 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 existagreement;
(i) set forth in documents which exist on the Closing Date and were not created in contemplation thereof;
(j) arising pursuant to an set forth in any agreement evidencing or instrument relating to governing any Indebtedness permitted to be incurred after the Closing Date under Section 6.01 if (i) the relevant restrictions, when taken as a whole, are not materially less favorable to the Lenders than the restrictions contained in this Agreement, when taken as a whole (as reasonably determined by the Borrower) or (ii) the relevant restrictions reflect market terms and conditions (when taken as a whole and as reasonably determined by the Borrower and as certified in writing by the Borrower to the Administrative Agent) and the Borrower shall have determined in good faith by that such restrictions would not reasonably be expected to impair in any material respect the Borrower)ability of the Borrower and the other Loan Parties to meet their obligations under this Agreement;
(k) arising under applicable law or as a result of applicable Requirements of Law or the terms of under any license, sublicense, authorization, concession or permit, including restrictions in respect of IP Rights contained in licenses or sublicenses of, or other grants of rights to use or exploit, such IP Rights;
(l) arising in any Hedge Agreement (or and/or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management servicesBanking Services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit limits the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber subject to Liens the assets subject thereto;to such Permitted Lien; and/or
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); and
(p) imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contractagreement, instrument or obligation referred to in clauses (a) through (on) above; provided provided, that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the reasonable and good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: Credit Agreement (Cano Health, Inc.)
Burdensome Agreements. Except as provided herein (a) Enter into, or in permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Document and/or in agreements Party on its Equity Interests or with respect to refinancingsany other interest or participation in, renewals or replacements of such measured by, its profits, (ii) pay any Indebtedness that are permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (x) any Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions obligation owed to the Borrower or any Loan Party, (yiii) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (v) if such Person is a Loan Party, pledge its property pursuant to the Borrower Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) if such Person is a Loan Party, act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03, provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (4) 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, (5) customary provisions restricting subletting or assignment of any lease or sublease governing a leasehold interest of such Loan Party or such Subsidiary, (z6) any customary restrictions on dispositions of real property interests found in reciprocal easement agreements of such Loan Party or such Subsidiary, (7) such encumbrances or restrictions consisting of customary non-assignment provisions in licenses and sublicenses governing licenses or sublicenses to createthe extent such provisions restrict the transfer of the license, permit sublicenses or xxxxx x Xxxx on any of its properties the property licensed or assets sublicensed thereunder, (8) such encumbrances or restrictions with respect to secure the Secured Obligations (each, a “Burdensome Agreement”), except restrictions:
(a) set forth in any agreement evidencing or relating to (i) Indebtedness of a Restricted Foreign Subsidiary that is not a Loan Party permitted by Section 6.01, (iiother than Syntel India) Indebtedness permitted by Section 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 intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses this Agreement and which encumbrances or restrictions are customary in agreements of such type and which shall only apply to such Foreign Subsidiary subject thereto and such Foreign Subsidiary’s Subsidiaries and (m), (p9) (as it relates to Indebtedness in respect of clauses (a), (m), (r), (u) and/or (y) of Xxxxxxx 0.00), (x), (x), (x), (xx) or (ff) of Section 6.01;
(b) arising restrictions under customary provisions restricting assignments, subletting, licensing, sublicensing joint venture agreements or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other similar agreements entered into in the ordinary course of business (determined by the Borrower in good faith);connection with joint ventures, provided such restrictions only apply to such joint venture.
(cb) With respect to the Loan Parties, enter into, or permit to exist, any Contractual Obligation that are prohibits or were created by virtue otherwise restricts the existence of any Lien granted uponupon any of its property in favor of the Lender (for the benefit of the Lender) for the purpose of securing the Obligations, transfer ofwhether now owned or hereafter acquired, agreement or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to transfer Section 8.03(e), (f) and (j)(ii) or grant of, provided that any option such restriction contained therein relates only to the asset or right with respect to any assets constructed or Capital Stock not otherwise prohibited under this Agreement;
acquired in connection therewith, (dii) that are assumed in connection with any acquisition of property Permitted Lien or the Capital Stock of any Persondocument or instrument governing any Permitted Lien, so long as the relevant encumbrance or provided that any such restriction contained therein relates solely only to the Person asset or assets subject to such Permitted Lien, and its subsidiaries (including the Capital Stock of the relevant Person or Personsiii) 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 and were not created in contemplation thereof;
(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 customary restrictions and conditions 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 (or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); and
(p) imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing sale of any contractproperty permitted under Section 8.05, instrument or obligation referred to in clauses (a) through (o) above; provided that no pending the consummation of such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingsale.
Appears in 1 contract
Samples: Credit Agreement (Syntel Inc)
Burdensome Agreements. Except as provided herein or in any other Loan Document and/or in agreements Document, any document with respect to refinancingsany “Incremental Equivalent Debt” (as defined herein) and/or in any agreement with respect to any refinancing, renewals renewal or replacements replacement of such Indebtedness that are is permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (x) any Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions to the Borrower or any Loan Party, (y) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Borrower or any Loan Party or (z) any Loan Party to create, permit or xxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (eachObligations, a “Burdensome Agreement”), except restrictionsexcept:
(ai) set forth in any agreement evidencing or relating to governing (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 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 intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (c), (j), (m), (p) (as it relates to Indebtedness in respect of clauses (a), (c), (i)(A), (m), (q), (r), (u), (w), (x) and/or (y) of Xxxxxxx 0.00Section 6.01), (xq), (xr), (xt), (xxu), (w) or and/or (ffy) of Section 6.01;
(bii) arising under customary provisions restricting assignments, subletting, licensing, sublicensing subletting or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith)business;
(c) that are or were created by virtue of any 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 and were not created in contemplation thereof;
(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 (or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); 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, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Burdensome Agreements. Except as provided herein Enter into, or in permit to exist, any other Loan Document and/or in agreements with respect to refinancings, renewals Contractual Obligation that (a) encumbers or replacements of such Indebtedness that are permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting restricts the ability of any such Person to (xi) any make Restricted Subsidiary of the Borrower that is not a Loan Party Payments to pay dividends or other distributions to the Borrower or any Loan Party, (yii) pay any Restricted Subsidiary that is not a Indebtedness or other obligations owed to any Loan Party to Party, (iii) make cash loans or advances to the Borrower or any Loan Party or Party, (ziv) any Loan Party to create, permit or xxxxx x Xxxx on transfer any of its properties property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or assets any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to secure the Secured Obligations (eachLoan Documents or any renewals, a “Burdensome Agreement”)refinancings, exchanges, refundings or extension thereof, except restrictions:
(a) set forth in respect of any agreement evidencing or relating of the matters referred to in clauses (i) Indebtedness of a Restricted Subsidiary that is not a through (v) above) for (A) this Agreement and the other Loan Party permitted by Section 6.01Documents, (iiB) the Second Lien Notes Documents, (C) any documentation governing Additional Second Lien Indebtedness permitted by pursuant to Section 6.01 that is secured by 7.02(d) (and any Permitted Refinancing with respect thereto), so long as such encumbrances or restrictions are not, taken as a Permitted Lien if the relevant restriction applies only whole, more restrictive to the Person obligated under such Indebtedness Borrower and its Restricted Subsidiaries in any material respect than those in this Agreement and such encumbrances or restrictions do not restrict the Liens securing the Secured Obligations or the assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (m)first priority status thereof, (pD) (as it relates any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to Indebtedness in respect any Person, or the properties or assets of clauses (a)any Person, other than the Person or the properties or assets of the Person so acquired, (m), (r), (uE) and/or (y) any such encumbrance or restriction consisting of Xxxxxxx 0.00), (x), (x), (x), (xx) customary non-assignment provisions in leases or (ff) of Section 6.01;
(b) arising under customary provisions licenses restricting assignments, subletting, licensing, sublicensing leasehold interests or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicensesas applicable, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business business, (determined by the Borrower in good faith);
(cF) that are or were created by virtue of any 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 Personan Excluded Subsidiary, 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 that restrict the transfer of ownership interests in such joint venture or provisions limiting the disposition or distribution of assets or property (other than dividends on a pro rata basis based on ownership percentage), which limitation is applicable only to the assets that are the subject of such agreements;
, or (hG) 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 and were not created in contemplation thereof;
(j) arising pursuant to an agreement document or instrument relating to governing any Indebtedness permitted to be incurred after the Closing Date if the relevant restrictionsPermitted Lien, taken as a wholein each case, are not materially less favorable to the Lenders than extent that any such restriction contained therein relates only to the restrictions contained in this Agreementasset or assets subject to such Liens, taken as a whole or (as determined in good faith by b) requires the Borrower);
(k) arising under or as a result of applicable Requirements of Law or the terms grant of any license, authorization, concession or permit;
security for any obligation if such property is given as security for the Secured Obligations (l) arising in any Hedge Agreement (or any other agreement relating except to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which is imposed pursuant to an agreement entered into in connection with any Disposition of extent such asset (or assets) and/or all or grant constitutes a portion of the Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the BorrowerLien); 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, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: Credit Agreement (Aerojet Rocketdyne Holdings, Inc.)
Burdensome Agreements. Except as provided herein No Restricted Company shall enter into, incur, or in any other Loan Document and/or in agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting or other arrangement (other than this Agreement or any other Loan Paper) that prohibits, restricts, or imposes any condition upon (a) the ability of (x) any Restricted Subsidiary Company to create, incur, or permit to exist any Lien upon any of its property or assets securing Debt, or (b) the Borrower that is not a Loan Party ability of any Restricted Company to pay dividends or other distributions Distributions with respect to the any shares of its capital stock to Borrower or any Loan PartyGuarantor, (y) to otherwise transfer property or assets to Borrower or any Restricted Subsidiary that is not a Loan Party Guarantor, to make cash or repay loans or advances to the Borrower or any Loan Party other Guarantor, or to guarantee the Debt of Borrower; provided, that (zx) any Loan Party to create, permit or xxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (each, a “Burdensome Agreement”), except restrictions:
clauses (a) set forth in any agreement evidencing or relating and (b) above shall not apply to (iA) Indebtedness of a Restricted Subsidiary that is not a restrictions and conditions (1) imposed by Law, the Loan Party permitted by Section 6.01Papers, (ii) Indebtedness permitted by Section 6.01 that is secured by a or any documentation for Debt constituting “Permitted Lien if the relevant restriction applies only to the Person obligated Debt” under such Indebtedness and its Restricted Subsidiaries or the assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (md), (p) (as it relates to Indebtedness in respect of clauses (al), (mn) (solely with respect to Debt existing at the time of such acquisition, except to the extent entered into in connection therewith or in contemplation thereof), or (r)q) of the definition thereof, so long as such restrictions do not prevent, impede, or impair (I) the creation of Liens and Guaranties in favor of Lenders under the Loan Papers or (II) the satisfaction of the obligations of Borrower and Guarantors under the Loan Papers, (u) and/or (y) of Xxxxxxx 0.00), (x), (x), (x), (xx) or (ff) of Section 6.01;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing or other transfers (including the granting of any Lien2) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and agreements relating to the sale agreements, servicing agreements, custodial agreements and of a Subsidiary or other agreements entered into in the ordinary course of business (determined by the Borrower in good faith);
(c) that are or were created by virtue of any 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 Personasset, 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 sale of such acquisition;
Subsidiary or other asset is permitted pursuant to this Agreement, and (e3) contained in agreements set forth on Schedule 10.16, (B) the Northstar Leases, and (C) the Canyons-Park City Lease as in any agreement for any Disposition of any Restricted Subsidiary effect on the Closing Date, and (or all or substantially all of the assets thereofy) that restricts the payment of dividends or other distributions or the making of cash loans or advances by such Restricted Subsidiary pending such Disposition;
clause (fa) set forth in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect above shall not apply 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 leases 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 agreements restricting 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 and were not created in contemplation thereof;
(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 assignment thereof or the terms granting of any license, authorization, concession Liens on leased or permit;
(l) arising in any Hedge Agreement (or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); 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, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancinglicensed property.
Appears in 1 contract
Samples: Credit Agreement (Vail Resorts Inc)
Burdensome Agreements. Except as provided herein or in any other Loan Document and/or Document, the Existing Senior Notes Indenture (or any document entered into in agreements connection therewith), any document with respect to refinancingsany Incremental Equivalent Debt and/or in any agreement with respect to any refinancing, renewals renewal or replacements replacement of such Indebtedness that are is permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement (any such agreement, a “Burdensome Agreement”) restricting the ability of (x) any Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions to the Borrower or any Loan Party, (y) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Borrower or any Loan Party or (z) any Loan Party to create, permit or xxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (each, a “Burdensome Agreement”)Obligations, except restrictions:
(a) set forth in any agreement evidencing or relating to (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 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 intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (j), (m), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (q), (r), (u), (w) and/or (y) of Xxxxxxx 0.00Section 6.01), (xq), (xr), (xu), (xxw) or and/or (ffy) of Section 6.01;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing subletting or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith)business;
(c) that are or were created by virtue of any 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 Restatement Effective Date and were not created in contemplation thereof;
(j) arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Closing Restatement Effective 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 (or and/or any other agreement relating to Banking Services (and/or any Derivative Transaction permitted under this Agreement) or any customary agreement other obligation of the type described in respect of deposit, treasury or cash management servicesSection 6.01(f));
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;
(o) customary subordination and/or subrogation provisions set forth in agreements guaranty or similar documentation (not relating to Indebtedness for borrowed money) that are entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); andbusiness;
(p) any restriction created in connection with any factoring program implemented in the ordinary course of business;
(q) arising under, or in connection with, Processing Provider Agreements with respect to Processing Provider Collateral; and/or
(r) 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 (op) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: First Lien Credit Agreement (Shift4 Payments, Inc.)
Burdensome Agreements. Except as provided herein Enter into, or in permit to exist, any other Loan Document and/or in agreements with respect to refinancings, renewals Contractual Obligation that encumbers or replacements of such Indebtedness that are permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting restricts the ability of any such Person to (xi) any make Restricted Subsidiary of the Borrower that is not a Loan Party Payments to pay dividends or other distributions to the Borrower or any Loan Party, (yii) pay any Restricted Subsidiary that is not a Indebtedness or other obligations owed to any Loan Party to Party, (iii) make cash loans or advances to the Borrower or any Loan Party or Party, (ziv) any Loan Party to create, permit or xxxxx x Xxxx on transfer any of its properties property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or assets any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to secure the Secured Obligations (eachLoan Documents or any renewals, a “Burdensome Agreement”)refinancings, exchanges, refundings or extension thereof, except restrictions:
(a) set forth in respect of any agreement evidencing or relating of the matters referred to in clauses (i) Indebtedness of a Restricted Subsidiary that is not a through (v) above) for (1) this Agreement and the other Loan Party permitted by Section 6.01Documents, (ii2) the Senior Note Documents, (3) any documentation governing Additional Unsecured Indebtedness permitted by pursuant to Section 6.01 that is secured by 7.02(i) (and any Permitted Refinancing with respect thereto), so long as such encumbrances or restrictions are not, taken as a Permitted Lien if the relevant restriction applies only whole, more restrictive to the Person obligated under such Indebtedness Borrower and its Restricted Subsidiaries in any material respect than those in this Agreement and such encumbrances or restrictions do not restrict the Liens securing the Secured Obligations or the assets intended to secure such Indebtedness and first priority status thereof, (iii4) any documentation governing Additional Second Lien Indebtedness permitted pursuant to clauses Section 7.02(h) (mand any Permitted Refinancing with respect thereto), so long as such encumbrances or restrictions are not, taken as a whole, more restrictive to the Borrower and its Restricted Subsidiaries in any material respect than those in this Agreement and such encumbrances or restrictions do not restrict the Liens securing the Secured Obligations or the first priority status thereof, (p5) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Loan Party or a Restricted Subsidiary, (6) customary provisions restricting assignment, subletting or other transfers contained in of any agreement entered into by a Loan Party or a Restricted Subsidiary in the ordinary course of business, (7) customary restrictions and conditions contained in any agreement relating to the sale of any property or Subsidiary permitted under Section 7.05 or otherwise arising in connection with a transaction that would constitute a Change of Control upon the consummation thereof, in each case pending the consummation of such sale, (8) any agreement in effect at the time a Restricted Subsidiary becomes a Subsidiary of the Borrower, so long as it relates to Indebtedness such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of the Borrower, (9) without affecting the Loan Parties’ obligations under Section 6.13 and Section 6.14, customary provisions in Organization Documents, asset sale and stock sale agreements and other similar agreements that restrict the transfer of ownership interests in or other rights in respect of clauses (a)such Person, (m), (r), (u10) and/or (y) of Xxxxxxx 0.00), (x), (x), (x), (xx) or (ff) of Section 6.01;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing restrictions on cash or other transfers (including the granting of any Lien) contained in CRE Finance Assetsdeposits or net worth imposed by suppliers, Real Estate Investmentslandlords, leasescustomers, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase insurance and sale agreements, servicing agreements, custodial agreements and other agreements surety or bonding companies under contracts entered into in the ordinary course of business business, (determined by the Borrower in good faith);
(c11) that are or were created by virtue of any 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 instrument governing Indebtedness assumed in connection with any acquisition of property Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the Capital Stock properties or assets of any Person, other than the Person or the properties or assets of the Person so long as the relevant encumbrance or restriction relates acquired, (12) customary provisions in joint venture agreements, financing agreements relating to joint ventures, and other similar agreements relating solely to the Person securities, assets and its subsidiaries revenues of joint ventures, (including the Capital Stock of the relevant Person or Persons13) 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 relating to Indebtedness incurred pursuant to Section 7.02(b)(i) or Section 7.02(c), in each case, to the extent that such restrictions apply only to the property or assets securing such Indebtedness, (14) any Disposition of document or instrument governing any Restricted Subsidiary Lien permitted by Section 7.01(o), Section 7.01(p), Section 7.01(s) or Section 7.01(v), in each case, to the extent that any such restriction contained therein relates only to the asset or assets subject to such Liens and (15) any encumbrances 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 and were not created in contemplation thereof;
(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 amendments (or any other agreement relating to any Derivative Transaction Permitted Refinancing), that are otherwise permitted under this Agreement) or any customary agreement in respect of depositby the Loan Documents, treasury or cash management services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which is imposed pursuant to an agreement entered into in connection with any Disposition of such asset (contracts, instruments or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); and
(p) imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation obligations referred to in clauses (a2), (3), (4) through and (o) above; provided that 8) above (provided, that, such amendments are no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more materially restrictive with respect to such restrictions, taken as a whole, encumbrances and restrictions than those in existence prior to such amendmentamendment and, modificationin connection with any Permitted Refinancing, restatement, renewal, increase, supplement, refunding, replacement or refinancingthe restrictions contained in such definition are complied with).
Appears in 1 contract
Samples: Credit Agreement (Ducommun Inc /De/)
Burdensome Agreements. Except as provided herein in this Agreement or in another Loan Document, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on such Loan Party’s or Significant Subsidiary’s ability to (a) pay dividends or make any other Loan Document and/or in agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrower shall not, nor shall it permit distributions on any of its Restricted Subsidiaries toEquity Interests, enter into (b) repay or cause prepay any Indebtedness owed by such Loan Party or Significant Subsidiary to exist any agreement restricting the ability of (x) Borrower or any Restricted other Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions to the Borrower or any Loan PartyBorrowers, (yc) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the any Borrower or any Loan Party other Subsidiary of the Borrowers or (zd) any Loan Party to create, permit or xxxxx x Xxxx on transfer any of its properties property or assets to secure any Borrower or any other Subsidiary of the Secured Obligations (eachBorrowers, a “Burdensome Agreement”), except restrictions:
(a) set forth in any agreement evidencing or relating to each case other than (i) Indebtedness customary non-assignment provisions of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01leases, subleases and sublicenses and similar agreements and in other contracts (and applicable solely to the rights and obligations under such contracts), (ii) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only with respect to the Person obligated specific property to be sold pursuant to an executed agreement in connection with a Disposition permitted under such Indebtedness and its Restricted Subsidiaries or the assets intended to secure such Indebtedness and Section 7.05, (iii) encumbrances or restrictions under documents with respect to Indebtedness permitted pursuant to clauses under (m), (pA) Section 7.03(b) (as it relates to Indebtedness in respect of clauses (a), (m), (r), (u) and/or (y) of Xxxxxxx 0.00), (x), (x), (x), (xx) provided that the encumbrances or (ff) of Section 6.01;
(b) arising restrictions under customary provisions restricting assignments, subletting, licensing, sublicensing or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith);
(c) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right documents with respect to any assets refinancing, refunding, renewal 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 extension 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 and were not created in contemplation thereof;
(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 more restrictive than the encumbrances or restrictions contained in this Agreementunder the Indebtedness being refinanced, taken as a whole refunded, renewed or extended) or (as determined in good faith by the BorrowerB) Section 7.03(e);
, (kiv) arising under or as a result pursuant to any Permitted Lien, (v) pursuant to terms subordinating intercompany Indebtedness to claims of applicable Requirements of Law or pension trustees and, (vi) pursuant to the terms of any licenseBank Products, authorizationand (vii) encumbrances or restrictions contained in the Second Lien Documents, concession or permit;
(l) arising in any Hedge the Intercreditor Agreement (or any other agreement relating to documents governing Second Lien Debt, any Derivative Transaction permitted under this Agreement) Incremental Term Loans or any customary agreement in respect of deposit, treasury or cash management services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); 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, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingHedging Agreements.
Appears in 1 contract
Burdensome Agreements. Except as provided herein or in any other Loan Document and/or in agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the (a) The Borrower shall not, nor shall it the Borrower permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (x) any Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor (or, solely in the case of clause (4) of this Section 7.08, that is a Subsidiary Guarantor) to, directly or indirectly, create or otherwise cause to exist or become effective any consensual encumbrance or consensual restriction (other than this Agreement or any other Loan Party to Document) on the ability of any Restricted Subsidiary that is not a Subsidiary Guarantor (or, solely in the case of clause (4) of this Section 7.08, that is a Subsidiary Guarantor) to:
(1) (I) pay dividends or make any other distributions to the Borrower or any Loan PartySubsidiary Guarantor on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or (yII) pay any Restricted Indebtedness owed to the Borrower or to any Subsidiary that is not a Loan Party to Guarantor;
(2) make cash loans or advances to the Borrower or to any Loan Party Subsidiary Guarantor;
(3) sell, lease or (z) any Loan Party to create, permit or xxxxx x Xxxx on transfer any of its properties or assets to secure the Secured Obligations Borrower or to any Subsidiary Guarantor; or
(each4) with respect to any Subsidiary Guarantor, a “Burdensome Agreement”), except restrictions:
(a) set forth in any agreement evidencing Guarantee the Obligations or relating (b) create, incur or cause to (i) Indebtedness exist or become effective Liens on property of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if such Person for the relevant restriction applies only benefit of the Lenders with respect to the Person obligated Obligations under the Loan Documents to the extent such Indebtedness and its Restricted Subsidiaries or Lien is required to be given to the assets intended to secure such Indebtedness and (iii) Indebtedness permitted Secured Parties pursuant to clauses the Loan Documents; provided that any dividend or liquidation priority between or among classes or series of Capital Stock, and the subordination of any obligation (m), (pincluding the application of any remedy bars thereto) (as it relates to Indebtedness in respect of clauses (a), (m), (r), (u) and/or (y) of Xxxxxxx 0.00), (x), (x), (x), (xx) any other obligation will not be deemed to constitute such an encumbrance or (ff) of Section 6.01;restriction.
(b) arising Section 7.08(a) will not apply to any encumbrances or restrictions existing under customary provisions restricting assignmentsor by reason of:
(1) encumbrances or restrictions in effect on the Closing Date, sublettingincluding pursuant to the Loan Documents and any Hedge Agreements, licensingHedging Obligations and the related documentation;
(2) [reserved];
(3) Purchase Money Obligations and Capitalized Lease Obligations that impose restrictions of the nature discussed in clauses (3) and 4(b) above on the property so acquired;
(4) applicable Law or any applicable rule, sublicensing regulation or order;
(5) any agreement or other transfers (including instrument of a Person, or relating to Indebtedness or Equity Interests of a Person, acquired by or merged, amalgamated or consolidated with and into the granting of Borrower or any Lien) contained in CRE Finance AssetsRestricted Subsidiary or an Unrestricted Subsidiary that is designated as a Restricted Subsidiary, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and or any other agreements transaction entered into in connection with any such acquisition, merger, consolidation or amalgamation in existence at the ordinary course time of business (determined by such acquisition or at the time it merges, amalgamates or consolidates with or into the Borrower in good faith);
(c) or any Restricted Subsidiary or an Unrestricted Subsidiary that are is designated as a Restricted Subsidiary or were created by virtue of any 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 the acquisition of property assets from such Person (but, in any such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the Capital Stock properties or assets of any Person, so long as the relevant encumbrance or restriction relates solely to other than the Person so acquired or designated and its subsidiaries Subsidiaries, or the property or assets of the Person so acquired or designated and its Subsidiaries or the property or assets so acquired or designated;
(6) contracts or agreements for the sale or disposition of assets, including any restrictions with respect to a Subsidiary of the Borrower pursuant to an agreement that has been entered into for the sale or disposition of any of the Capital Stock of the relevant Person or Persons) and/or property so acquired and was not created in connection with or in anticipation assets of such acquisitionSubsidiary;
(e7) 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[reserved];
(f) set forth in provisions in agreements 8) restrictions on cash 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 customers under any contract contracts entered into in the ordinary course of business or for whose benefit such Cash, other deposits consistent with industry practice or net worth or similar restrictions existarising in connection with any Liens permitted by Section 7.01;
(i9) set forth provisions in documents which exist on the Closing Date and were agreements governing Indebtedness, Disqualified Stock or Preferred Stock of Restricted Subsidiaries that are not created in contemplation thereof;
(j) arising pursuant to an agreement or instrument relating to any Indebtedness Loan Parties permitted to be incurred subsequent to the Closing Date pursuant to Section 7.02;
(10) provisions in joint venture agreements and other similar agreements (including equity holder agreements) relating to such joint venture or its members or entered into in the ordinary course of business;
(11) customary provisions contained in leases, sub-leases, licenses, sub-licenses, Equity Interests or similar agreements, including with respect to intellectual property and other agreements;
(12) restrictions created in connection with any Qualified Securitization Facility or Receivables Financing Transaction that, in the good faith determination of the Board of Directors of the Borrower, are necessary or advisable to effect such Qualified Securitization Facility or Receivables Financing Transaction;
(13) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Borrower or any Restricted Subsidiary is a party entered into in the ordinary course of business or consistent with industry practice; provided that such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such Restricted Subsidiary that are subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary;
(14) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary;
(15) customary provisions restricting assignment of any agreement;
(16) restrictions arising in connection with cash or other deposits permitted under Section 7.01;
(17) provisions in any other agreement or instrument governing any Indebtedness, Disqualified Stock, or Preferred Stock not prohibited by Section 7.02 entered into after the Closing Date if the relevant restrictionsthat contains encumbrances and restrictions that either (i) are no more restrictive in any material respect, taken as a whole, are not materially less favorable with respect 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 (or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary than (A) the restrictions contained in the Loan Documents as of the Closing Date or (B) those encumbrances and other restrictions that are in effect on the Closing Date with respect to Dispose the Borrower or that Restricted Subsidiary pursuant to agreements in effect on the Closing Date, (ii) are not materially more disadvantageous, taken as a whole, to the Lenders than is customary in comparable financings for similarly situated issuers or (iii) will not materially impair the Borrower’s ability to make payments on the Obligations when due, in each case in the good faith judgment of or encumber the assets subject theretoBorrower;
(o18) set forth (i) provisions in agreements governing Indebtedness and Liens in respect of Indebtedness permitted to be incurred pursuant to Section 7.02(b)(4) and any permitted refinancing in respect of the foregoing and (ii) provisions in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings any Sale-Leaseback Transaction entered into in the ordinary course of business or consistent with industry practice (as determined in good faith by each case of (i) and (ii), that imposes restrictions of the Borrowernature discussed in clauses (3) and 4(b) above on the property so secured); and;
(p19) customary restrictions and conditions contained in documents relating to any Lien so long as (i) such Lien is a Permitted Lien and such restrictions or conditions relate only to the specific asset subject to such Lien and (ii) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this Section 7.08;
(20) any encumbrance or restriction with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary which encumbrance or restriction exists pursuant to or by reason of an agreement that such Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Restricted Subsidiary;
(21) any encumbrances or restrictions imposed by any amendmentamendments, modificationmodifications, restatementrestatements, renewalrenewals, increaseincreases, supplementsupplements, refundingrefundings, replacement replacements or refinancing refinancings of any contractthe contracts, instrument instruments or obligation obligations referred to in clauses (a1) through (o20) above; provided that no such amendmentamendments, modificationmodifications, restatementrestatements, renewalrenewals, increaseincreases, supplementsupplements, refundingrefundings, replacement replacements or refinancing isrefinancings are, in the good faith judgment of the Borrower, no more restrictive in any material respect with respect to such encumbrance and other restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing;
(22) any encumbrance or restriction existing under, by reason of or with respect to Refinancing Indebtedness; provided that the encumbrances and restrictions contained in the agreements governing that Refinancing Indebtedness are, in the good faith judgment of the Borrower, not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and
(23) applicable law or any applicable rule, regulation or order in any jurisdiction where Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred or issued pursuant to Section 7.02 is incurred.
Appears in 1 contract
Burdensome Agreements. Except as provided herein or in any other Loan Document and/or in agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (x) any Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions to the Borrower or any Restricted Subsidiary that is a Loan Party, (y) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to to, or transfer any assets to, the Borrower or any Restricted Subsidiary that is a Loan Party or (z) any Loan Party to create, permit or xxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (each, a “Burdensome Agreement”)Obligations, except restrictions:
(a) set forth in (i) this Agreement or any other Loan Document or the Acquisition Agreement, (ii) any agreement evidencing or relating governing (A) solely with respect to restrictions of the kind described in clause (iz) above any Indebtedness of a any Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (iiB) any Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Person Persons obligated under in respect of such Indebtedness and its their Restricted Subsidiaries or the assets intended to secure such Indebtedness and (iiiC) Indebtedness permitted pursuant to clauses (m), (p) (as it relates to Indebtedness in respect of clauses (ai), (m), (rn), (q), (u), (w), (x) and/or (y) of Xxxxxxx 0.00), Section 6.01 or pursuant to clause (x), (x), (x), (xx) or (ffp) of Section 6.016.01 to the extent the applicable Refinancing Indebtedness is in respect of Indebtedness otherwise referred to in this clause (a);
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing sublicensing, subletting or other transfers of rights arising thereunder (including the granting of any LienLien on such rights) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements sublicenses and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith)agreements;
(c) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, or 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 entered into in connection with any Disposition of any Restricted Subsidiary (or all or substantially all of permitted by Section 6.06, provided that such restrictions apply only to the assets thereof) that restricts the payment of dividends or other distributions or the making subsidiaries that are the subject of cash loans or advances by such Restricted Subsidiary Disposition pending the completion of such Disposition;
(f) set forth in provisions in agreements or instruments which that 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 agreementsthe case of any Person that is not a Wholly-Owned Subsidiary, limited liability company organizational governance documentsset forth in the Organizational Documents thereof or in any joint venture, joint venture agreements and other shareholders’ or similar agreements;
(h) on Cash, arising in respect of Cash and other deposits with any Person or under net worth or similar restrictions imposed by provisions set forth in 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 existagreement;
(i) set forth in documents which exist on the Closing Date and were not created in contemplation thereof;
(j) arising pursuant to an set forth in any agreement evidencing or instrument relating to governing any Indebtedness permitted to be incurred after the Closing Date under Section 6.01 if (i) the relevant restrictions, when taken as a whole, are not materially less favorable to the Lenders than the restrictions contained in this Agreement, when taken as a whole (as reasonably determined by the Borrower) or (ii) the relevant restrictions reflect market terms and conditions (when taken as a whole and as reasonably determined by the Borrower) and the Borrower shall have determined in good faith by that such restrictions would not reasonably be expected to impair in any material respect the Borrower)ability of the Borrower and the other Loan Parties to meet their obligations under this Agreement;
(k) arising under applicable law or as a result of applicable Requirements of Law or the terms of under any license, sublicense, authorization, concession or permit, including restrictions in respect of IP Rights contained in licenses or sublicenses of, or other grants of rights to use or exploit, such IP Rights;
(l) arising in any Hedge Agreement (or and/or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management servicesBanking Services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit limits the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber subject to Liens the assets subject thereto;to such Permitted Lien; and/or
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); and
(p) imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contractagreement, instrument or obligation referred to in clauses (a) through (on) above; provided provided, that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Burdensome Agreements. Except as provided herein or in any other Loan Document Document, the Second Lien Credit Agreement, any document with respect to any “Incremental Equivalent Debt” (as defined herein and in the Second Lien Credit Agreement or any equivalent term under any Second Lien Facility) and/or in agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (x) any Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions to the Borrower or any Loan Party, (y) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Borrower or any Loan Party or (z) any Loan Party to create, permit or xxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (each, a “Burdensome Agreement”), except restrictions:
(a) set forth in any agreement evidencing or relating to (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 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 intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (j), (m), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (q), (r), (u), (w) and/or (y) of Xxxxxxx 0.00Section 6.01), (xq), (xr), (xu), (xxw) or and/or (ffy) of Section 6.01;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith)business;
(c) that are or were created by virtue of any 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 and were not created in contemplation thereof;
(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 (or and/or any other agreement relating to any Derivative Transaction permitted under this Banking Services Obligation and/or Banking Services Obligation (as defined in the Second Lien Credit Agreement) or any customary agreement in respect of deposit, treasury or cash management services);
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;; and/or
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); 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 (on) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: First Lien Credit Agreement (Dragoneer Growth Opportunities Corp.)
Burdensome Agreements. Except as provided herein or herein, in any other Loan Document and/or in agreements any agreement with respect to refinancingsany refinancing, renewals renewal or replacements replacement of such Indebtedness that are is permitted by Section 6.01, the Borrower Loan Parties shall not, nor shall it they permit any of its their Restricted Subsidiaries to, enter into or cause to exist any agreement (any such agreement, a “Burdensome Agreement”) restricting the ability of (x) any Restricted Subsidiary of the any Borrower that is not a Loan Party to pay dividends or other distributions to the any Borrower or any Loan Party, (y) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the any Borrower or any Loan Party or (z) any Loan Party to create, permit or xxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (each, a “Burdensome Agreement”)Obligations, except restrictions:
(a) set forth in any agreement evidencing or relating to (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 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 and/or the assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (j), (m), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (rq), (u), (w) and/or (y) of Xxxxxxx 0.00Section 6.01), (q), (u), (w), (x), ) and/or (x), (x), (xx) or (ffy) of Section 6.01;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing subletting or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith)business;
(c) that are or were created by virtue of any 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, 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 and were not created in contemplation thereof;
(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 (or and/or any other agreement relating to Banking Services (and/or any Derivative Transaction permitted under this Agreement) or any customary agreement other obligation of the type described in respect of deposit, treasury or cash management servicesSection 6.01(f));
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the any Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit the right of the any Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;
(o) customary subordination and/or subrogation provisions set forth in agreements guaranty or similar documentation (not relating to Indebtedness for borrowed money) that (i) are entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business and (as determined in good faith by ii) do not specifically require the Borrower)express subordination of any payment or other obligation to the Obligations; andand/or
(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 (on) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the BorrowerBorrower Representative, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: Credit Agreement (Nuvei Corp)
Burdensome Agreements. Except as provided herein or in any other Loan Document and/or in agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01Document, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (x) any Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions to the Borrower or any Loan Party, (y) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Borrower or any Loan Party or (z) any Loan Party to create, permit or xxxxx x Xxxx on any of its properties or assets the Collateral to secure the Secured Obligations (eachany of clauses (x), (y) or (z), a “Burdensome Agreement”), except restrictions:
(a) set forth in any agreement evidencing or relating to (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 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 intended to secure such Indebtedness Indebtedness, and (iii) Indebtedness permitted pursuant to clauses (ml), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (r), (un) and/or (y) of Xxxxxxx 0.00), (x), (x), (x), (xx) or (ffq) of Section 6.01;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing subletting or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, licenses (including sublicenses, concessions, occupancy agreements), joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business or, in the case of licenses (determined by the Borrower in good faithincluding sublicenses), as permitted under Section 6.02(w);
(c) that are or were created by virtue of any Lien granted upon, 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 and were not created in contemplation thereof;
(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 (or and/or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management servicesBanking Services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit limits the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;; and/or
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); 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 (aSections 6.05(a) through (on) aboveabove or in the first paragraph hereof; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: Credit Agreement (View, Inc.)
Burdensome Agreements. Except as provided herein or in any other Loan Document and/or Document, any Existing Senior Notes Indenture (or any document entered into in agreements connection therewith), any document with respect to refinancingsany Incremental Equivalent Debt and/or in any agreement with respect to any refinancing, renewals renewal or replacements replacement of such Indebtedness that are is permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement (any such agreement, a “Burdensome Agreement”) restricting the ability of (x) any Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions to the Borrower or any Loan Party, (y) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Borrower or any Loan Party or (z) any Loan Party to create, permit or xxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (each, a “Burdensome Agreement”)Obligations, except restrictions:
(a) set forth in any agreement evidencing or relating to (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 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 intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (j), (m), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (q), (r), (u), (w) and/or (y) of Xxxxxxx 0.00Section 6.01), (xq), (xr), (xu), (xxw) or and/or (ffy) of Section 6.01;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing subletting or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith)business;
(c) that are or were created by virtue of any 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 Restatement Effective Date and were not created in contemplation thereof;
(j) arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Closing Restatement Effective 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 (or and/or any other agreement relating to Banking Services (and/or any Derivative Transaction permitted under this Agreement) or any customary agreement other obligation of the type described in respect of deposit, treasury or cash management servicesSection 6.01(f));
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;
(o) customary subordination and/or subrogation provisions set forth in agreements guaranty or similar documentation (not relating to Indebtedness for borrowed money) that are entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); andbusiness;
(p) any restriction created in connection with any factoring program implemented in the ordinary course of business;
(q) arising under, or in connection with, Processing Provider Agreements or with respect to Processing Provider Collateral; and/or
(r) 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 (op) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: First Lien Credit Agreement (Shift4 Payments, Inc.)
Burdensome Agreements. Except as provided herein or in any other Loan Document and/or in agreements Document, the First Lien Credit Agreement, any document with respect to refinancingsany First Lien Incremental Debt and/or in any agreement with respect to any refinancing, renewals renewal or replacements replacement of such Indebtedness that are is permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement (any such agreement, a “Burdensome Agreement”) restricting the ability of (x) any Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions to the Borrower or any Loan Party, (y) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Borrower or any Loan Party or (z) any Loan Party to create, permit or xxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (each, a “Burdensome Agreement”)Obligations, except restrictions:
(a) set forth in any agreement evidencing or relating to (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 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 intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (j), (m), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (q), (r), (u), (w) and/or (y) of Xxxxxxx 0.00Section 6.01), (xq), (xr), (xu), (xxw) or and/or (ffy) of Section 6.01;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing subletting or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith)business;
(c) that are or were created by virtue of any 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 and were not created in contemplation thereof;
(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 (or and/or any other agreement relating to Banking Services (and/or any Derivative Transaction permitted under this Agreement) or any customary agreement other obligation of the type described in respect of deposit, treasury or cash management servicesSection 6.01(f));
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;
(o) customary subordination and/or subrogation provisions set forth in agreements guaranty or similar documentation (not relating to Indebtedness for borrowed money) that are entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); andbusiness;
(p) any restriction created in connection with any factoring program implemented in the ordinary course of business; and/or
(q) 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 (op) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Shift4 Payments, Inc.)
Burdensome Agreements. Except as provided herein in this Agreement or in another Loan Document, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on such Loan Party’s or Significant Subsidiary’s ability to (a) pay dividends or make any other Loan Document and/or in agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrower shall not, nor shall it permit distributions on any of its Restricted Subsidiaries toEquity Interests, enter into (b) repay or cause prepay any Indebtedness owed by such Loan Party or Significant Subsidiary to exist any agreement restricting the ability of (x) Borrower or any Restricted other Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions to the Borrower or any Loan PartyBorrowers, (yc) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the any Borrower or any Loan Party other Subsidiary of the Borrowers or (zd) any Loan Party to create, permit or xxxxx x Xxxx on transfer any of its properties property or assets to secure any Borrower or any other Subsidiary of the Secured Obligations (eachBorrowers, a “Burdensome Agreement”), except restrictions:
(a) set forth in any agreement evidencing or relating to each case other than (i) Indebtedness customary non-assignment provisions of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01leases, subleases and sublicenses and similar agreements and in other contracts (and applicable solely to the rights and obligations under such contracts), (ii) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only with respect to the Person obligated specific property to be sold pursuant to an executed agreement in connection with a Disposition permitted under such Indebtedness and its Restricted Subsidiaries or the assets intended to secure such Indebtedness and Section 7.05, (iii) encumbrances or restrictions under documents with respect to Indebtedness permitted pursuant to clauses under (m), (pA) Section 7.03(b) (as it relates to Indebtedness in respect of clauses (a), (m), (r), (u) and/or (y) of Xxxxxxx 0.00), (x), (x), (x), (xx) provided that the encumbrances or (ff) of Section 6.01;
(b) arising restrictions under customary provisions restricting assignments, subletting, licensing, sublicensing or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith);
(c) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right documents with respect to any assets refinancing, refunding, renewal 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 extension 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 and were not created in contemplation thereof;
(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 more restrictive than the encumbrances or restrictions contained in this Agreementunder the Indebtedness being refinanced, taken as a whole refunded, renewed or extended) or (as determined in good faith by the BorrowerB) Section 7.03(e);
, (kiv) arising under or as a result pursuant to any Permitted Lien, and (v) pursuant to terms subordinating intercompany Indebtedness to claims of applicable Requirements of Law or pension trustees and (vi) pursuant to the terms of any license, authorization, concession or permit;
(l) arising in any Hedge Agreement (or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); 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, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingBank Products.
Appears in 1 contract
Burdensome Agreements. Except as provided herein or in any other Loan Document and/or in agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (x) any Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions to the Borrower or any Restricted Subsidiary that is a Loan Party, (y) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to to, or transfer any assets to, the Borrower or any Restricted Subsidiary that is a Loan Party or (z) any Loan Party to create, permit or xxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (each, a “Burdensome Agreement”)Obligations, except restrictions:
(a) set forth in (i) this Agreement or any other Loan Document, (ii) any agreement evidencing or relating governing (A) solely with respect to restrictions of the kind described in clause (iz) above any Indebtedness of a any Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (iiB) any Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Person Persons obligated under in respect of such Indebtedness and its their Restricted Subsidiaries or the assets intended to secure such Indebtedness and (iiiC) Indebtedness permitted pursuant to clauses (m), (p) (as it relates to Indebtedness in respect of clauses (ai), (m), (rn), (q), (u), (w), (x) and/or (y) of Xxxxxxx 0.00), Section 6.01 or pursuant to clause (x), (x), (x), (xx) or (ffp) of Section 6.016.01 to the extent the applicable Refinancing Indebtedness is in respect of Indebtedness otherwise referred to in this clause (a);
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing sublicensing, subletting or other transfers of rights arising thereunder (including the granting of any LienLien on such rights) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements sublicenses and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith)agreements;
(c) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, or 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 entered into in connection with any Disposition of any Restricted Subsidiary (or all or substantially all of permitted by Section 6.06, provided that such restrictions apply only to the assets thereof) that restricts the payment of dividends or other distributions or the making subsidiaries that are the subject of cash loans or advances by such Restricted Subsidiary Disposition pending the completion of such Disposition;
(f) set forth in provisions in agreements or instruments which that 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 agreementsthe case of any Person that is not a Wholly-Owned Subsidiary, limited liability company organizational governance documentsset forth in the Organizational Documents thereof or in any joint venture, joint venture agreements and other shareholders’ or similar agreements;
(h) on Cash, arising in respect of Cash and other deposits with any Person or under net worth or similar restrictions imposed by provisions set forth in 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 existagreement;
(i) set forth in documents which exist on the Closing Date and were not created in contemplation thereof;
(j) arising pursuant to an set forth in any agreement evidencing or instrument relating to governing any Indebtedness permitted to be incurred after the Closing Date under Section 6.01 if (i) the relevant restrictions, when taken as a whole, are not materially less favorable to the Lenders than the restrictions contained in this Agreement, when taken as a whole (as reasonably determined by the Borrower) or (ii) the relevant restrictions reflect market terms and conditions (when taken as a whole and as reasonably determined by the Borrower) and the Borrower shall have determined in good faith by that such restrictions would not reasonably be expected to impair in any material respect the Borrower)ability of the Borrower and the other Loan Parties to meet their obligations under this Agreement;
(k) arising under applicable law or as a result of applicable Requirements of Law or the terms of under any license, sublicense, authorization, concession or permit, including restrictions in respect of IP Rights contained in licenses or sublicenses of, or other grants of rights to use or exploit, such IP Rights;
(l) arising in any Hedge Agreement (or and/or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management servicesBanking Services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit limits the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber subject to Liens the assets subject thereto;to such Permitted Lien; and/or
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); and
(p) imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contractagreement, instrument or obligation referred to in clauses (a) through (on) above; provided provided, that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: Credit Agreement (Cano Health, Inc.)
Burdensome Agreements. Except as provided herein (a) Enter into, or in permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Document and/or in agreements Party on its Equity Interests or with respect to refinancingsany other interest or participation in, renewals or replacements of such measured by, its profits, (ii) pay any Indebtedness that are permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (x) any Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions obligation owed to the Borrower or any Loan Party, (yiii) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (v) if such Person is a Loan Party, pledge its property pursuant to the Borrower Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) if such Person is a Loan Party, act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03, provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (4) 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, (5) customary provisions restricting subletting or assignment of any lease or sublease governing a leasehold interest of such Loan Party or such Subsidiary, (z6) any customary restrictions on dispositions of real property interests found in reciprocal easement agreements of such Loan Party or such Subsidiary, (7) such encumbrances or restrictions consisting of customary non-assignment provisions in licenses and sublicenses governing licenses or sublicenses to createthe extent such provisions restrict the transfer of the license, permit sublicenses or xxxxx x Xxxx on any of its properties the property licensed or assets sublicensed thereunder, (8) such encumbrances or restrictions with respect to secure the Secured Obligations (each, a “Burdensome Agreement”), except restrictions:
(a) set forth in any agreement evidencing or relating to (i) Indebtedness of a Restricted Foreign Subsidiary that is not a Loan Party permitted by Section 6.01, (iiother than Syntel India) Indebtedness permitted by Section 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 intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses this Agreement and which encumbrances or restrictions are customary in agreements of such type and which shall only apply to such Foreign Subsidiary subject thereto and such Foreign Subsidiary’s Subsidiaries and (m), (p9) (as it relates to Indebtedness in respect of clauses (a), (m), (r), (u) and/or (y) of Xxxxxxx 0.00), (x), (x), (x), (xx) or (ff) of Section 6.01;
(b) arising restrictions under customary provisions restricting assignments, subletting, licensing, sublicensing joint venture agreements or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other similar agreements entered into in the ordinary course of business (determined by the Borrower in good faith);connection with joint ventures, provided such restrictions only apply to such joint venture.
(cb) With respect to the Loan Parties, enter into, or permit to exist, any Contractual Obligation that are prohibits or were created by virtue otherwise restricts the existence of any Lien granted uponupon any of its property in favor of the Administrative Agent (for the benefit of the holders of the Obligations) for the purpose of securing the Obligations, transfer ofwhether now owned or hereafter acquired, agreement or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to transfer Section 8.03(e), (f) or grant of(j)(ii); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, any option or right with respect to any assets or Capital Stock not otherwise prohibited under this Agreement;
(dii) that are assumed in connection with any acquisition of property Permitted Lien or the Capital Stock of any Persondocument or instrument governing any Permitted Lien, so long as the relevant encumbrance or provided that any such restriction contained therein relates solely only to the Person asset or assets subject to such Permitted Lien, and its subsidiaries (including the Capital Stock of the relevant Person or Personsiii) 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 and were not created in contemplation thereof;
(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 customary restrictions and conditions 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 (or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); and
(p) imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing sale of any contractproperty permitted under Section 8.05, instrument or obligation referred to in clauses (a) through (o) above; provided that no pending the consummation of such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingsale.
Appears in 1 contract
Samples: Credit Agreement (Syntel Inc)
Burdensome Agreements. Except as provided herein or in any other Loan Document and/or in agreements Document, the Second Lien Credit Agreement, any document with respect to refinancingsany “Incremental Equivalent Debt” (as defined herein and in the Second Lien Credit Agreement or any equivalent term under any Second Lien Facility) and/or in any agreement with respect to any refinancing, renewals renewal or replacements replacement of such Indebtedness that are is permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement (any such agreement, a “Burdensome Agreement”) restricting the ability of (x) any Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions to the Borrower or any Loan Party, (y) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Borrower or any Loan Party or (z) any Loan Party to create, permit or xxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (each, a “Burdensome Agreement”)Obligations, except restrictions:
(a) set forth in any agreement evidencing or relating to (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 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 intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (j), (m), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (q), (r), (u), (w) and/or (y) of Xxxxxxx 0.00Section 6.01), (xq), (xr), (xu), (xxw) or and/or (ffy) of Section 6.01;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing subletting or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith)business;
(c) that are or were created by virtue of any 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 and were not created in contemplation thereof;
(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 (or and/or any other agreement relating to Banking Services (and/or any Derivative Transaction permitted under this Agreement) or any customary agreement other obligation of the type described in respect of deposit, treasury or cash management servicesSection 6.01(f));
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;
(o) customary subordination and/or subrogation provisions set forth in agreements guaranty or similar documentation (not relating to Indebtedness for borrowed money) that are entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); andbusiness;
(p) any restriction created in connection with any factoring program implemented in the ordinary course of business; and/or
(q) 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 (op) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: First Lien Credit Agreement (Shift4 Payments, Inc.)
Burdensome Agreements. Except as provided herein (a) Enter into, or in permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Document and/or in agreements Party on its Equity Interests or with respect to refinancingsany other interest or participation in, renewals or replacements of such measured by, its profits, (ii) pay any Indebtedness that are permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (x) any Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions obligation owed to the Borrower or any Loan Party, (yiii) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Borrower or any Loan Party Party, (iv) sell, lease or (z) any Loan Party to create, permit or xxxxx x Xxxx on transfer any of its properties property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or assets to secure the Secured Obligations any renewals, refinancings, exchanges, refundings or extension thereof or (each, a “Burdensome Agreement”), except restrictions:
(avi) set forth in any agreement evidencing or relating to (i) Indebtedness of a Restricted Subsidiary that is not act as a Loan Party permitted by Section 6.01pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i)-(iv) above) for (1) this Agreement and the other Loan Documents, (ii2) any document or instrument governing Indebtedness permitted by Section 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 intended to secure such Indebtedness and (iii) Indebtedness permitted incurred pursuant to clauses (mSection 8.03(b), (p) e), (as it relates to Indebtedness in respect of clauses k), (al), (m), (r), (u) and/or (y) of Xxxxxxx 0.00), (x), (x), (x), (xx) or (ff) n); provided that, in the case of Section 6.01;
8.03(e) and (bk), any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) arising any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (4) 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, (5) encumbrances or restrictions that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of PRA, (6) encumbrances or restrictions that are customary provisions in joint venture and similar agreements, (7) encumbrances or restrictions that are customary restrictions on leases, sublicenses, licenses or asset sale agreements otherwise permitted under this Agreement or (8) encumbrances or restrictions are customary provisions restricting assignments, subletting, licensing, sublicensing or other transfers (including the granting assignment of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements agreement entered into in the ordinary course of business (determined by the Borrower in good faith);business.
(cb) Enter into, or permit to exist, any Contractual Obligation that are prohibits or were created by virtue otherwise restricts the existence of any Lien granted uponupon any of its property in favor of the Administrative Agent (for the benefit of the holders of the Obligations) for the purpose of securing the Obligations, transfer ofwhether now owned or hereafter acquired, agreement or requiring the grant of any security for any obligation if such property is given as security for the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to transfer Section 8.03(b), (e), (k), (l), (m) or grant of(n); provided that, in the case of Section 8.03(e) and (k), any option such restriction contained therein relates only to the asset or right with respect to any assets constructed or Capital Stock not otherwise prohibited under this Agreement;
acquired in connection therewith, (dii) that are assumed in connection with any acquisition of property Permitted Lien or the Capital Stock of any Persondocument or instrument governing any Permitted Lien, so long as the relevant encumbrance or provided that any such restriction contained therein relates solely only to the Person asset or assets subject to such Permitted Lien, (iii) pursuant to customary restrictions 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 conditions contained in any agreement for any Disposition relating to the sale of any Restricted Subsidiary property permitted under Section 8.05, pending the consummation of such sale, (or all or substantially all of the assets thereofiv) 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 agreement binding on a pro rata basis;
Subsidiary at the time such Subsidiary first becomes a Subsidiary of PRA, (gv) imposed by pursuant to customary restrictions contained in any agreement relating to the sale, lease, license or sublicense of any property permitted hereunder, (vi) pursuant to customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements;
applicable to joint ventures permitted by Section 8.02 or (hvii) on Cash, other deposits or net worth or similar restrictions imposed by customary provisions restricting the assignment of any Person under any contract agreement 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 and were not created in contemplation thereof;
(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 (or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); 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, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingbusiness.
Appears in 1 contract
Samples: Credit Agreement (Portfolio Recovery Associates Inc)
Burdensome Agreements. Except as provided herein or in any other Loan Document and/or in agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (x) any Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions to the Borrower or any Loan Party, (y) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Borrower or any Loan Party or (z) any Loan Party to create, permit or xxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (each, a “Burdensome Agreement”), except restrictions:
(a) set forth in any agreement evidencing or relating to (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 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 intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (m), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (r), (u) and/or (y) of Xxxxxxx 0.00), (x), (x), (x), (xx) or (ff) of Section 6.01;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith);
(c) that are or were created by virtue of any 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 and were not created in contemplation thereof;
(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 119 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 (or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); 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 (on) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Blackstone Mortgage Trust, Inc.)
Burdensome Agreements. Except as provided herein Enter into, or in permit to exist, any other Loan Document and/or in agreements with respect to refinancings, renewals Contractual Obligation that encumbers or replacements of such Indebtedness that are permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting restricts the ability of any such Person to (xi) any make Restricted Subsidiary of the Borrower that is not a Loan Party Payments to pay dividends or other distributions to the Borrower or any Loan Party, (yii) pay any Restricted Subsidiary that is not a Indebtedness or other obligations owed to any Loan Party to Party, (iii) make cash loans or advances to the Borrower or any Loan Party or Party, (ziv) any Loan Party to create, permit or xxxxx x Xxxx on transfer any of its properties property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or assets any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to secure the Secured Obligations (eachLoan Documents or any renewals, a “Burdensome Agreement”)refinancings, exchanges, refundings or extension thereof, except restrictions:
(a) set forth in respect of any agreement evidencing or relating of the matters referred to in clauses (i) Indebtedness of a Restricted Subsidiary that is not a through (v) above) for (1) this Agreement and the other Loan Party permitted by Section 6.01Documents, (ii2) any documentation governing Additional Unsecured Indebtedness permitted by pursuant to Section 6.01 that is secured by 7.02(i) (and any Permitted Refinancing with respect thereto), so long as such encumbrances or restrictions are not, taken as a Permitted Lien if the relevant restriction applies only whole, more restrictive to the Person obligated under such Indebtedness Borrower and its Restricted Subsidiaries in any material respect than those in this Agreement and such encumbrances or restrictions do not restrict the Liens securing the Secured Obligations or the assets intended to secure such Indebtedness and first priority status thereof, (iii3) any documentation governing Additional Second Lien Indebtedness permitted pursuant to clauses Section 7.02(h) (mand any Permitted Refinancing with respect thereto), so long as such encumbrances or restrictions are not, taken as a whole, more restrictive to the Borrower and its Restricted Subsidiaries in any material respect than those in this Agreement and such encumbrances or restrictions do not restrict the Liens securing the Secured Obligations or the first priority status thereof, (p4) any documentation governing Permitted Incremental Equivalent Debt permitted pursuant to Section 7.02(r) (and any Permitted Refinancing with respect thereto), so long as it relates such encumbrances or restrictions are not, taken as a whole, more restrictive to Indebtedness the Borrower and its Restricted Subsidiaries in any material respect than those in this Agreement and such encumbrances or restrictions do not restrict the Liens securing the Secured Obligations or the first priority status thereof, (5) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Loan Party or a Restricted Subsidiary, (6) customary provisions restricting assignment, subletting or other transfers contained in of any agreement entered into by a Loan Party or a Restricted Subsidiary in the ordinary course of business, (7) customary restrictions and conditions contained in any agreement relating to the sale of any property or Subsidiary permitted under Section 7.05 or otherwise arising in connection with a transaction that would constitute a Change of Control upon the consummation thereof, in each case pending the consummation of such sale, (8) any agreement in effect at the time a Restricted Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of the Borrower, (9) without affecting the Loan Parties’ obligations under Section 6.13 and Section 6.14, customary provisions in Organization Documents, asset sale and stock sale agreements and other similar agreements that restrict the transfer of ownership interests in or other rights in respect of clauses (a)such Person, (m), (r), (u10) and/or (y) of Xxxxxxx 0.00), (x), (x), (x), (xx) or (ff) of Section 6.01;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing restrictions on cash or other transfers (including the granting of any Lien) contained in CRE Finance Assetsdeposits or net worth imposed by suppliers, Real Estate Investmentslandlords, leasescustomers, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase insurance and sale agreements, servicing agreements, custodial agreements and other agreements surety or bonding companies under contracts entered into in the ordinary course of business business, (determined by the Borrower in good faith);
(c11) that are or were created by virtue of any 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 instrument governing Indebtedness assumed in connection with any acquisition of property Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the Capital Stock properties or assets of any Person, other than the Person or the properties or assets of the Person so long as the relevant encumbrance or restriction relates acquired, (12) customary provisions in joint venture agreements, financing agreements relating to joint ventures, and other similar agreements relating solely to the Person securities, assets and its subsidiaries revenues of joint ventures, (including the Capital Stock of the relevant Person or Persons13) 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 relating to Indebtedness incurred pursuant to Section 7.02(b) or Section 7.02(c), in each case, to the extent that such restrictions apply only to the property or assets securing such Indebtedness, (14) any Disposition of document or instrument governing any Restricted Subsidiary Lien permitted by Section 7.01(o), Section 7.01(p), Section 7.01(s) or Section 7.01(v), in each case, to the extent that any such restriction contained therein relates only to the asset or assets subject to such Liens and (15) any encumbrances 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 and were not created in contemplation thereof;
(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 amendments (or any other agreement relating to any Derivative Transaction Permitted Refinancing), that are otherwise permitted under this Agreement) or any customary agreement in respect of depositby the Loan Documents, treasury or cash management services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which is imposed pursuant to an agreement entered into in connection with any Disposition of such asset (contracts, instruments or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); and
(p) imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation obligations referred to in clauses (a2), (3), (4) through and (o) above; provided that 8) above (provided, that, such amendments are no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more materially restrictive with respect to such restrictions, taken as a whole, encumbrances and restrictions than those in existence prior to such amendmentamendment and, modificationin connection with any Permitted Refinancing, restatement, renewal, increase, supplement, refunding, replacement or refinancingthe restrictions contained in such definition are complied with).
Appears in 1 contract
Samples: Credit Agreement (Ducommun Inc /De/)
Burdensome Agreements. Except as provided herein or in any other Loan Document and/or in agreements with respect to refinancingsDocument, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrower Holdings shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (x) any Restricted Subsidiary of the Borrower Holdings that is not a Loan Party to pay dividends or other distributions to the Borrower Holdings or any Loan Party, (y) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Borrower Holdings or any Loan Party or (z) any Loan Party to create, permit or xxxxx gxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (each, a “Burdensome Agreement”), except restrictions:
(a) set forth in any agreement evidencing or relating to (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 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 intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (m), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (ru), (cc) or (dd) of Section 6.01), (u) and/or (y) of Xxxxxxx 0.00), (xbb), (xcc), (x), (xxdd) or (ff) of Section 6.01;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith);
(c) that are or were created by virtue of any 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 agreementsagreements (including, in the case of Subsidiary REIT Borrower, to provide for the authorization and issuance of preferred shares of Subsidiary REIT Borrower in accordance with Sections 6.04(a)(vii) and 6.07(p));
(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 or instruments which exist on the Closing Date and were not created in contemplation thereof, as may be amended, amended and restated, restated, supplemented, modified or replaced from time to time, to the extent such amendment, restatement, supplement, modification, or replacement, taken as a whole, is not materially adverse to the interests of the Lenders;
(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 (or any other agreement relating to any Derivative Interest Hedge Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Assets and/or Asset Financing Facilities, Real Estate Investments and/or CRE Financings Facilities in the ordinary course of business (as determined in good faith by the Borrower); 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 (on) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Granite Point Mortgage Trust Inc.)
Burdensome Agreements. Except as provided herein or in any other Loan Document and/or in agreements Document, the Holdco Loan Agreement, any document with respect to refinancingsany “Incremental Equivalent Debt” (as defined herein) and/or in any agreement with respect to any refinancing, renewals renewal or replacements replacement of such Indebtedness that are is permitted by Section 6.01, the each Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (x) any Restricted Subsidiary of the any Borrower that is not a Loan Party to pay dividends or other distributions to the any Borrower or any other Loan Party, (y) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the any Borrower or any other 144 [[NYCORP:3666673v10:4312W:08/14/2017--04:53 PM]][[5628396]] Loan Party or (z) any Loan Party to create, permit or xxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (each, a “Burdensome Agreement”)Obligations, except restrictions:
(a) set forth in any agreement evidencing or relating to governing (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 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 intended to secure such Indebtedness and Indebtedness, (iii) Indebtedness permitted pursuant to clauses (m), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (q), (r), (u), (w), (y) and/or (y) of Xxxxxxx 0.00), (x), (x), (x), (xx) or (ffbb) of Section 6.01), (q), (r), (u), (w), (y) and/or (bb) of Section 6.01 and (iv) any Permitted Receivables Financing solely with respect to the assets subject to such Permitted Receivables Financing;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing subletting or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith)business;
(c) that are or were created by virtue of any 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 and were not created in contemplation thereof;
(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 Parent 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 (or and/or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management servicesBanking Services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the any Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit limits the right of the any Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;; and/or 145 [[NYCORP:3666673v10:4312W:08/14/2017--04:53 PM]][[5628396]]
(o) set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); 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 (on) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Parent Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Samples: Credit Agreement (Certara, Inc.)
Burdensome Agreements. Except as provided herein or in any other Loan Document and/or in any agreements with respect to any refinancings, renewals or replacements replacement of such Indebtedness that are is permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (x) any Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions to the Borrower or any Loan Party, (y) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Borrower or any Loan Party or (z) any Loan Party to create, permit or xxxxx x Xxxx on any of its properties or assets to secure the Secured Obligations (each, a “Burdensome Agreement”)Obligations, except restrictions:
(a) set forth in any agreement evidencing or relating to (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 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 intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (j), (m), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (rq), and/or (w) of Section 6.01), (q), (u), (w) and/or (y) of Xxxxxxx 0.00), (x), (x), (x), (xx) or (ff) of Section 6.01;
(b) arising under customary provisions restricting assignments, subletting, licensing, sublicensing subletting or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith)business;
(c) that are or were created by virtue of any 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 and were not created in contemplation thereofDate;
(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 any other agreement arrangement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management servicesBanking Services;
(m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any 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 Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(n) set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;
(o) customary subordination and/or subrogation provisions set forth in agreements guaranty or similar documentation (not relating to Indebtedness for borrowed money) that are entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower); andbusiness;
(p) any restriction created in connection with any factoring program implemented in the ordinary course of business, so long as in the case of prohibitions on Liens, the relevant restriction relates solely to assets subject to such factoring program and the Capital Stock of entities participatory in such factoring program; and/or
(q) 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 (op) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
