Limitation of Restrictions Affecting Subsidiaries. No Credit Party shall, or shall permit any of its Restricted Subsidiaries to, directly, or indirectly, create or otherwise cause or suffer to exist any encumbrance or restriction which prohibits or limits the ability of any Subsidiary of such Credit Party or Subsidiary to: (a) pay dividends or make other distributions or pay any Credit Party or Subsidiary; (b) make loans or advances to such Credit Party or any Subsidiary of such Credit Party; (c) transfer any of its properties or assets to such Credit Party or Subsidiary of such Credit Party; or (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than encumbrances and restrictions arising under (i) applicable law, (ii) this Agreement, (iii) customary provisions restricting subletting or assignment of any lease or sublease governing a leasehold interest of such Credit Party or any Subsidiary of such Credit Party, (iv) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of such Credit Party or any Subsidiary of such Credit Party; (v) any agreement relating to permitted Indebtedness incurred by such Credit Party or a Subsidiary of such Credit Party prior to the date on which such Subsidiary was acquired by such Credit Party or Subsidiary and not in contemplation of such acquisition and outstanding on such acquisition date; (vi) the extension or continuation of Contractual Obligations in existence on the Closing Date; (vii) the Revolver Loan Documents and related documents; (viii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Stock or assets of such Subsidiary, (ix) such encumbrances or restrictions consisting of customary non-assignment provisions in licenses and sublicenses governing licenses or sublicenses to the extent such provisions restrict the transfer of the license, sublicense or the property licensed or sublicensed thereunder, (x) such encumbrances or restrictions with respect to Indebtedness of a Foreign Subsidiary permitted pursuant to this Agreement and which encumbrances or restrictions are customary in agreements of such type or are of the type existing under the agreements listed on Schedule (7.20) and which shall apply only to such Foreign Subsidiaries subject thereto and such Foreign Subsidiary’s Subsidiaries, (xi) restrictions under any Permitted Factoring Program or Permitted Receivables Financing (which restrictions shall only apply to any Securitization Subsidiary and the Foreign Subsidiaries which participate therein) and (xii) restrictions under joint venture agreements or other similar agreements entered into in the ordinary course of business in connection with Joint Ventures; provided, that, any such encumbrances or restrictions contained in such extension or continuation are no less favorable to Agent and Lenders than those encumbrances and restrictions under or pursuant to the Contractual Obligations so extended or continued.
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Limitation of Restrictions Affecting Subsidiaries. No Credit Each Loan Party shall, or shall permit any of its Restricted Subsidiaries to, directly, or indirectly, not create or otherwise cause or suffer to exist any encumbrance or restriction which prohibits or limits the ability of any Subsidiary of such Credit Loan Party or Subsidiary to: to (a) pay dividends or make other distributions or pay any Credit Party or SubsidiaryIndebtedness owed to another Loan Party; (b) make loans or advances to such Credit Party or any Subsidiary of such Credit another Loan Party; , (c) transfer any of its properties or assets to such Credit Party or Subsidiary of such Credit another Loan Party; or (d) create, incur, assume or suffer to exist any Lien lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than encumbrances and restrictions arising under (i) applicable law, (ii) this Agreement or any other Financing Agreement, (iii) customary provisions restricting subletting or assignment of any lease or sublease governing a leasehold interest of such Credit Party or any Subsidiary of such Credit Loan Party, (iv) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of such Credit Party or any Subsidiary of such Credit Loan Party; , (v) any agreement relating to permitted Indebtedness incurred by such Credit Party or a Subsidiary of such Credit Loan Party prior to the date on which such Subsidiary was acquired by such Credit Loan Party or Subsidiary and not in contemplation of such acquisition and outstanding on such acquisition date; , (vi) customary provisions in license agreements restricting assignments or transfers of the extension or continuation rights of Contractual Obligations in existence on the Closing Date; a licensee under such license agreement, (vii) the Revolver Loan Documents Existing HPT Leases (as in effect on the date hereof) and related documents; (viii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been other Lease Agreement entered into in connection with after the Disposition of all or substantially all of the Stock or assets of such Subsidiary, (ix) such encumbrances or restrictions consisting of customary non-assignment provisions in licenses and sublicenses governing licenses or sublicenses to the extent such provisions restrict the transfer of the license, sublicense or the property licensed or sublicensed thereunder, (x) such encumbrances or restrictions with respect to Indebtedness of a Foreign Subsidiary permitted pursuant to this Agreement and which encumbrances or restrictions are customary in agreements of such type or are of the type existing under the agreements listed on Schedule (7.20) and which shall apply only to such Foreign Subsidiaries subject thereto and such Foreign Subsidiary’s Subsidiaries, (xi) restrictions under any Permitted Factoring Program or Permitted Receivables Financing (which restrictions shall only apply to any Securitization Subsidiary and the Foreign Subsidiaries which participate therein) and (xii) restrictions under joint venture agreements or other similar agreements entered into in the ordinary course of business in connection with Joint Venturesdate hereof; provided, that, any such encumbrances or restrictions contained in such extension or continuation any other Lease Agreement (taken as a whole) are no not materially less favorable to Loan Parties, Agent and or Lenders than those encumbrances and restrictions under the Existing HPT Leases (as in effect on the date hereof), (viii) customary restrictions contained in leases, subleases, licenses or pursuant asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the Contractual Obligations assets subject thereto, (ix) any agreement relating to Indebtedness permitted hereunder; provided, that, any such encumbrances or restrictions contained therein are no more restrictive (taken as a whole) then the encumbrances and restrictions contained in the Financing Agreements, (x) any agreement relating to the purchase money Indebtedness or Capital Leases permitted under Section 9.9(b) hereof, provided, that, such encumbrances or restrictions relate only to the assets which secure such Indebtedness of Capital Leases, and (xi) the foregoing shall not apply to customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder so extended or continuedlong as such restrictions relate only to the equity interests issued by such joint venture.
Appears in 1 contract
Samples: Loan and Security Agreement (Travelcenters of America LLC)
Limitation of Restrictions Affecting Subsidiaries. No Credit Party Restricted Person shall, or shall permit any of its Restricted Subsidiaries to, directly, or indirectly, create or otherwise cause or suffer to exist any encumbrance or restriction which that prohibits or limits the ability of any Subsidiary of such Credit Party or Subsidiary to: Restricted Person to (a) pay dividends or make other distributions or pay any Credit Party or Subsidiary; indebtedness owed to any Restricted Person (b) make loans or advances to such Credit Party or any Subsidiary of such Credit Party; Restricted Person, (c) transfer any of its properties or assets to such Credit Party or Subsidiary of such Credit Party; any Restricted Person, or (d) create, incur, assume or suffer to exist any Lien lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than encumbrances and restrictions arising under (i) applicable law, (ii) this Agreement, (iii) customary provisions restricting subletting or assignment of any lease or sublease governing a leasehold interest of such Credit Party or any Subsidiary of such Credit PartyRestricted Person, (iv) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of such Credit Party or any Subsidiary of such Credit Party; Restricted Person, (v) any agreement relating to permitted Indebtedness indebtedness incurred by such Credit Party or a Subsidiary of such Credit Party any Restricted Person (other than any Grantor Party) prior to the date on which such Subsidiary was acquired by such Credit Party or Subsidiary and not in contemplation of such acquisition Restricted Person became a Restricted Person and outstanding on such acquisition date; , (vi) any agreement set forth on Schedule 4.12, as in effect on the date hereof, (vii) the extension or continuation of Contractual Obligations contractual obligations of any Restricted Person in existence on the Closing Datedate hereof; (vii) the Revolver Loan Documents and related documents; (viii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement provided, however, that has been entered into in connection with the Disposition of all or substantially all of the Stock or assets of such Subsidiary, (ix) such encumbrances or restrictions consisting of customary non-assignment provisions in licenses and sublicenses governing licenses or sublicenses to the extent such provisions restrict the transfer of the license, sublicense or the property licensed or sublicensed thereunder, (x) such encumbrances or restrictions with respect to Indebtedness of a Foreign Subsidiary permitted pursuant to this Agreement and which encumbrances or restrictions are customary in agreements of such type or are of the type existing under the agreements listed on Schedule (7.20) and which shall apply only to such Foreign Subsidiaries subject thereto and such Foreign Subsidiary’s Subsidiaries, (xi) restrictions under any Permitted Factoring Program or Permitted Receivables Financing (which restrictions shall only apply to any Securitization Subsidiary and the Foreign Subsidiaries which participate therein) and (xii) restrictions under joint venture agreements or other similar agreements entered into in the ordinary course of business in connection with Joint Ventures; provided, that, any such encumbrances or restrictions contained in such extension or continuation are no less favorable to Agent and Lenders Lender than those encumbrances and restrictions under or pursuant to the Contractual Obligations contractual obligations so extended or continuedcontinued and (y) in the case of any agreement with respect to any Unrestricted Subsidiary or otherwise set forth on Schedule 4.12, such extension or continuation (together with, if requested by either Agent, the delivery of a copy of the relevant documentation) is disclosed to each Agent reasonably prior to the effectiveness thereof, and (viii) the terms of any financing transaction permitted by Section 6.8(i) with respect to the property of the Other Restricted Person having entered into such financing transaction.
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Limitation of Restrictions Affecting Subsidiaries. No Credit Party shall, or shall permit any of its Restricted Subsidiaries to, directly, or indirectly, create or otherwise cause or suffer to exist any encumbrance or restriction which prohibits or limits the ability of any Subsidiary of such Credit Party or Subsidiary to: (a) pay dividends or make other distributions or pay any Credit Party or Subsidiary; (b) make loans or advances to such Credit Party or any Subsidiary of such Credit Party; (c) transfer any of its properties or assets to such Credit Party or Subsidiary of such Credit Party; or (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than encumbrances and restrictions arising under (i) applicable law, (ii) this Agreement, (iii) customary provisions restricting subletting or assignment of any lease or sublease governing a leasehold interest of such Credit Party or any Subsidiary of such Credit Party, (iv) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of such Credit Party or any Subsidiary of such Credit Party; (v) any agreement relating to permitted Indebtedness incurred by such Credit Party or a Subsidiary of such Credit Party prior to the date on which such Subsidiary was acquired by such Credit Party or Subsidiary and not in contemplation of such acquisition and outstanding on such acquisition date; (vi) the extension or continuation of Contractual Obligations in existence on the Closing Date; (vii) the Revolver Loan Documents Senior Notes and related documentsSenior Note Documents; (viii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Stock or assets of such Subsidiary, (ix) such encumbrances or restrictions consisting of customary non-assignment provisions in licenses and sublicenses governing licenses or sublicenses to the extent such provisions restrict the transfer of the license, sublicense or the property licensed or sublicensed thereunder, (x) such encumbrances or restrictions with respect to Indebtedness of a Foreign Subsidiary permitted pursuant to this Agreement and which encumbrances or restrictions are customary in agreements of such type or are of the type existing under the agreements listed on Schedule (7.20) and which shall apply only to such Foreign Subsidiaries subject thereto and such Foreign Subsidiary’s Subsidiaries, (xi) restrictions under any Permitted Factoring Program or Permitted Receivables Financing (which restrictions shall only apply to any Securitization Subsidiary and the Foreign Subsidiaries which participate therein) and (xii) restrictions under joint venture agreements or other similar agreements entered into in the ordinary course of business in connection with Joint Ventures; provided, that, any such encumbrances or restrictions contained in such extension or continuation are no less favorable to Agent and Lenders than those encumbrances and restrictions under or pursuant to the Contractual Obligations so extended or continued.
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Limitation of Restrictions Affecting Subsidiaries. No Credit Party shall, or shall permit any of its Restricted Subsidiaries to, directly, directly or indirectly, create or otherwise cause or suffer to exist any consensual encumbrance or consensual restriction which prohibits or limits the ability of any Subsidiary of such Credit Party or Restricted Subsidiary to: :
(a) pay dividends or make any other distributions to Parent Borrower or pay any Credit Party Restricted Subsidiary (1) on its Capital Stock; or Subsidiary(2) with respect to any other interest or participation in, or measured by, its profits; or
(b) make loans or advances to such Credit Party Parent Borrower or any Restricted Subsidiary that is a direct or indirect parent of such Restricted Subsidiary; except in each case for such encumbrances or restrictions existing under or by reason of:
(i) (1) contractual encumbrances or restrictions in effect on the Amendment No. 67 Effective Date (including encumbrances or restrictions imposed on Con-way and any Subsidiary thereof which is a Restricted Subsidiary) and (2) contractual encumbrances or restrictions pursuant to this Agreement, the other Loan Documents, the Term Credit Party; Agreement (cand all guarantee, security and other documents relating thereto), the Bilateral Credit Agreement and, in each case, similar contractual encumbrances effected by any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments;
(ii) transfer the 2023 Notes Indenture, the 2023 Notes or the guarantees thereunder, (y) the 2024 Notes Indenture, the 2024 Notes or the guarantees thereunder or (z) the 2025 Notes Indenture, the 2025 Notes or the guarantees thereunder;
(iii) applicable law or any applicable rule, regulation or order;
(iv) any agreement or other instrument of its a Person acquired by Parent Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets to such Credit Party or Subsidiary of such Credit Party; or (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquiredPerson, other than encumbrances the Person and restrictions arising under (i) applicable lawits Subsidiaries, (ii) this Agreementor the property or assets of the Person and its Subsidiaries, (iii) customary provisions restricting subletting or assignment of any lease or sublease governing a leasehold interest of such Credit Party or any Subsidiary of such Credit Party, (iv) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of such Credit Party or any Subsidiary of such Credit Party; so acquired;
(v) contracts or agreements for the sale of assets, including any agreement relating to permitted Indebtedness incurred by such Credit Party or a Subsidiary of such Credit Party prior to the date on which such Subsidiary was acquired by such Credit Party or Subsidiary and not in contemplation of such acquisition and outstanding on such acquisition date; (vi) the extension or continuation of Contractual Obligations in existence on the Closing Date; (vii) the Revolver Loan Documents and related documents; (viii) any restrictions restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with for the Disposition of all sale or substantially all disposition of the Capital Stock or assets of such Restricted Subsidiary, ;
(ixvi) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 7.1 and Section 7.7 that limits the right of the debtor to dispose of the assets securing such encumbrances Indebtedness;
(vii) restrictions on cash or restrictions consisting other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(viii) customary non-assignment provisions in licenses and sublicenses governing licenses or sublicenses to the extent such provisions restrict the transfer of the license, sublicense or the property licensed or sublicensed thereunder, (x) such encumbrances or restrictions with respect to Indebtedness of a Foreign Subsidiary permitted pursuant to this Agreement and which encumbrances or restrictions are customary in agreements of such type or are of the type existing under the agreements listed on Schedule (7.20) and which shall apply only to such Foreign Subsidiaries subject thereto and such Foreign Subsidiary’s Subsidiaries, (xi) restrictions under any Permitted Factoring Program or Permitted Receivables Financing (which restrictions shall only apply to any Securitization Subsidiary and the Foreign Subsidiaries which participate therein) and (xii) restrictions under joint venture agreements or and other similar agreements entered into in the ordinary course of business business;
(ix) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business;
(x) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business;
(xi) any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including without limitation, licenses of intellectual property) or other contracts;
(xii) any encumbrance or restriction of a Securitization Subsidiary effected in connection with Joint Venturesa Qualified Securitization Financing; provided, thathowever, that such restrictions apply only to such Securitization Subsidiary;
(xiii) other Indebtedness, Disqualified Capital Stock or Preferred Stock (a) of Parent Borrower or any Restricted Subsidiary that is a Credit Party or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Credit Party or a Foreign Subsidiary so long as such encumbrances and restrictions contained in any agreement or instrument will not materially affect Parent Borrower’s or any Credit Party’s ability to make anticipated principal or interest payments on the Loans (as determined in good faith by Parent Borrower), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Capital Stock or Preferred Stock is permitted to be Incurred subsequent to the Amendment No. 67 Effective Date pursuant to Section 7.1;
(xiv) any Restricted Investment not prohibited by Section 7.2 and any Permitted Investment;
(xv) any encumbrances or restrictions of the type referred to in Section 7.3(a) or (b) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiv) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Parent Borrower, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such extension amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or continuation are no less favorable refinancing; or
(xvi) the Spin Transactions. For purposes of determining compliance with this Section 7.3, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to Agent dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and Lenders than those encumbrances and restrictions under (ii) the subordination of loans or pursuant advances made to Parent Borrower or a Restricted Subsidiary to other Indebtedness Incurred by Parent Borrower or any such Restricted Subsidiary shall not be deemed a restriction on the Contractual Obligations so extended ability to make loans or continuedadvances.
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Limitation of Restrictions Affecting Subsidiaries. No Credit Party shall, or shall permit any of its Restricted Subsidiaries to, directly, directly or indirectly, create or otherwise cause or suffer to exist any consensual encumbrance or consensual restriction which prohibits or limits the ability of any Subsidiary of such Credit Party or Restricted Subsidiary to: :
(a) pay dividends or make any other distributions to Parent Borrower or pay any Credit Party Restricted Subsidiary (1) on its Capital Stock; or Subsidiary(2) with respect to any other interest or participation in, or measured by, its profits; or
(b) make loans or advances to such Credit Party Parent Borrower or any Restricted Subsidiary that is a direct or indirect parent of such Restricted Subsidiary; except in each case for such encumbrances or restrictions existing under or by reason of:
(i) (1) contractual encumbrances or restrictions in effect on the Amendment No. 36 Effective Date (including encumbrances or restrictions imposed on Con- way and any Subsidiary thereof which is a Restricted Subsidiary) and (2) contractual encumbrances or restrictions pursuant to this Agreement, the other Loan Documents, the Term Credit Party; Agreement (cand all guarantee, security and other documents relating thereto), the Bilateral Credit Agreement and, in each case, similar contractual encumbrances effected by any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments;
(ii) transfer (x) the 2022 Notes Indenture, the 2022 Notes or the guarantees thereunder, (y) the 2023 Notes Indenture, the 2023 Notes or the guarantees thereunder or, (zy) the 2024 Notes Indenture, the 2024 Notes or the guarantees thereunder or (z) the 2025 Notes Indenture, the 2025 Notes or the guarantees thereunder;
(iii) applicable law or any applicable rule, regulation or order;
(iv) any agreement or other instrument of its a Person acquired by Parent Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets to such Credit Party or Subsidiary of such Credit Party; or (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquiredPerson, other than encumbrances the Person and restrictions arising under (i) applicable lawits Subsidiaries, (ii) this Agreementor the property or assets of the Person and its Subsidiaries, (iii) customary provisions restricting subletting or assignment of any lease or sublease governing a leasehold interest of such Credit Party or any Subsidiary of such Credit Party, (iv) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of such Credit Party or any Subsidiary of such Credit Party; so acquired;
(v) contracts or agreements for the sale of assets, including any agreement relating to permitted Indebtedness incurred by such Credit Party or a Subsidiary of such Credit Party prior to the date on which such Subsidiary was acquired by such Credit Party or Subsidiary and not in contemplation of such acquisition and outstanding on such acquisition date; (vi) the extension or continuation of Contractual Obligations in existence on the Closing Date; (vii) the Revolver Loan Documents and related documents; (viii) any restrictions restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with for the Disposition of all sale or substantially all disposition of the Capital Stock or assets of such Restricted Subsidiary, ;
(ixvi) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 7.1 and Section 7.7 that limits the right of the debtor to dispose of the assets securing such encumbrances Indebtedness;
(vii) restrictions on cash or restrictions consisting other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(viii) customary non-assignment provisions in licenses and sublicenses governing licenses or sublicenses to the extent such provisions restrict the transfer of the license, sublicense or the property licensed or sublicensed thereunder, (x) such encumbrances or restrictions with respect to Indebtedness of a Foreign Subsidiary permitted pursuant to this Agreement and which encumbrances or restrictions are customary in agreements of such type or are of the type existing under the agreements listed on Schedule (7.20) and which shall apply only to such Foreign Subsidiaries subject thereto and such Foreign Subsidiary’s Subsidiaries, (xi) restrictions under any Permitted Factoring Program or Permitted Receivables Financing (which restrictions shall only apply to any Securitization Subsidiary and the Foreign Subsidiaries which participate therein) and (xii) restrictions under joint venture agreements or and other similar agreements entered into in the ordinary course of business business;
(ix) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business;
(x) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business;
(xi) any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including without limitation, licenses of intellectual property) or other contracts;
(xii) any encumbrance or restriction of a Securitization Subsidiary effected in connection with Joint Venturesa Qualified Securitization Financing; provided, thathowever, that such restrictions apply only to such Securitization Subsidiary;
(xiii) other Indebtedness, Disqualified Capital Stock or Preferred Stock (a) of Parent Borrower or any Restricted Subsidiary that is a Credit Party or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Credit Party or a Foreign Subsidiary so long as such encumbrances and restrictions contained in any agreement or instrument will not materially affect Parent Borrower’s or any Credit Party’s ability to make anticipated principal or interest payments on the Loans (as determined in good faith by Parent Borrower), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Capital Stock or Preferred Stock is permitted to be Incurred subsequent to the Amendment No. 36 Effective Date pursuant to Section 7.1;
(xiv) any Restricted Investment not prohibited by Section 7.2 and any Permitted Investment; or
(xv) any encumbrances or restrictions of the type referred to in Section 7.3(a) or (b) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiv) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Parent Borrower, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such extension amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or continuation are no less favorable to Agent and Lenders than those encumbrances and restrictions under or pursuant to the Contractual Obligations so extended or continuedrefinancing.; or
Appears in 1 contract
Samples: Revolving Loan Credit Agreement (XPO Logistics, Inc.)
Limitation of Restrictions Affecting Subsidiaries. No Credit Each Loan Party shall, or shall permit any of its Restricted Subsidiaries tonot, directly, or indirectly, create or otherwise cause or suffer to exist any encumbrance or restriction which that prohibits or limits the ability of any Loan Party or any Subsidiary of such Credit Loan Party or Subsidiary to: to (a) pay dividends or make other distributions or pay any Credit Indebtedness owed to such Loan Party or Subsidiary; any Subsidiary of such Loan Party, (b) make loans or advances to such Credit Loan Party or any Subsidiary of such Credit Loan Party; , (c) transfer any of its properties or assets to such Credit Loan Party or any Subsidiary of such Credit Loan Party; , or (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than encumbrances and restrictions arising under (i) applicable law, (ii) this AgreementAgreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease or sublease governing a leasehold interest of such Credit Loan Party or any Subsidiary of such Credit Loan Party, (iv) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of such Credit Loan Party or any Subsidiary of such Credit Loan Party; , (v) any agreement relating to permitted Indebtedness incurred by such Credit Party or a Subsidiary of such Credit Loan Party prior to the date on which such Subsidiary was acquired by such Credit Loan Party or Subsidiary and not in contemplation of such acquisition and outstanding on such acquisition date; , (vi) the extension any document or continuation of Contractual Obligations agreement evidencing contractual obligations in existence on the Closing Date; Date (viiincluding the Senior Notes) the Revolver Loan Documents and related documents; (viii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all amendment, extension, continuation or substantially all of the Stock or assets refinancing of such Subsidiary, (ix) such encumbrances or restrictions consisting of customary non-assignment provisions in licenses and sublicenses governing licenses or sublicenses to the extent such provisions restrict the transfer of the license, sublicense or the property licensed or sublicensed thereunder, (x) such encumbrances or restrictions with respect to Indebtedness of a Foreign Subsidiary permitted pursuant to this Agreement and which encumbrances or restrictions are customary in agreements of such type or are of the type existing under the agreements listed on Schedule (7.20) and which shall apply only to such Foreign Subsidiaries subject thereto and such Foreign Subsidiary’s Subsidiaries, (xi) restrictions under any Permitted Factoring Program or Permitted Receivables Financing (which restrictions shall only apply to any Securitization Subsidiary and the Foreign Subsidiaries which participate therein) and (xii) restrictions under joint venture agreements or other similar agreements entered into in the ordinary course of business in connection with Joint Venturesobligations; provided, that, provided that any such encumbrances or restrictions contained in such extension any document or continuation agreement, as so amended, extended, continued or refinanced, are no less favorable to Agent and Lenders more restrictive, taken as a whole, than those encumbrances and restrictions contained in such document or agreement immediately prior to such amendment, extension, continuation or refinancing, (vii) Indebtedness incurred after the Closing Date and permitted under Section 10.3(b); provided that any encumbrance or restriction shall be effective only against the assets financed thereby or the proceeds thereof, (viii) Indebtedness incurred after the Closing Date and permitted under Section 10.3(m), (ix) Indebtedness permitted to be incurred under Section 10.3(h) or (q) by any of the Loan Parties and any amendment, extension, continuation or refinancing of such Indebtedness; provided that any such encumbrances or restrictions contained in any document or agreement evidencing such Indebtedness and any amendment, extension, continuation or refinancing of such Indebtedness, are no more restrictive, taken as a whole, than those encumbrances and restrictions contained in this Agreement (in effect as of the Closing Date); (x) Indebtedness permitted to be incurred under Section 10.3(e) or (p) by any of the Loan Parties after the Closing Date and any amendment, extension, continuation or refinancing of such Indebtedness; provided that any such encumbrances or restrictions contained in any document or agreement evidencing such Indebtedness and any amendment, extension, continuation or refinancing of such Indebtedness (A) are not more restrictive, taken as a whole, than those encumbrances and restrictions contained in this Agreement (in effect as of the Closing Date), (B) do not restrict in any manner (directly or indirectly) Liens created pursuant to the Contractual Obligations so extended Loan Documents and (C) do not require the direct or continuedindirect granting of any Lien securing any Indebtedness, and (xi) Indebtedness permitted to be incurred under Section 10.3(r) by any of the Loan Parties after the Closing Date and any amendment, extension, continuation or refinancing of such Indebtedness; provided that any such encumbrances or restrictions contained in any document or agreement evidencing such Indebtedness and any amendment, extension, continuation or refinancing of such Indebtedness are no more restrictive, taken as a whole, than those encumbrances and restrictions contained in such document or agreement immediately prior to such amendment, extension, continuation or refinancing.”
2.14 Amendment to Section 10.12(b)
Appears in 1 contract
Samples: Loan and Security Agreement (Louisiana-Pacific Corp)
Limitation of Restrictions Affecting Subsidiaries. No Each Credit Party shall, or shall permit any of its Restricted Subsidiaries tonot, directly, or indirectly, create or otherwise cause or suffer to exist any encumbrance or restriction which prohibits or limits the ability of any Subsidiary of such Credit Party or Subsidiary to: to (a) pay dividends or make other distributions or pay any Indebtedness owed to such Credit Party or Subsidiaryany Subsidiary of such Credit Party; (b) make loans or advances to such Credit Party or any Subsidiary of such Credit Party; , (c) transfer any of its properties or assets to such Credit Party or any Subsidiary of such Credit Party; or (d) create, incur, assume or suffer to exist any Lien lien upon any of its property, assets or revenues, whether now owned or hereafter acquiredacquired or (e) act as a Guarantor and pledge its assets pursuant to the Financing Agreements or any renewals, refinancings, exchanges, refundings or extensions thereof, other than encumbrances and restrictions arising under (i) applicable law, (ii) this Agreement, (iii) customary provisions restricting subletting or assignment of any lease or sublease governing a leasehold interest of such Credit Party or any Subsidiary of such Credit Party, (iv) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of such Credit Party or any Subsidiary of such Credit Party; , (v) any agreement relating to permitted Indebtedness incurred by such Credit Party or a Subsidiary of such Credit Party prior to the date on which such Subsidiary was acquired by such Credit Party or Subsidiary and not in contemplation of such acquisition and outstanding on such acquisition date; , (vi) the extension or continuation of Contractual Obligations contractual obligations in existence on the Closing Date; (vii) the Revolver Loan Documents and related documents; (viii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Stock or assets of such Subsidiary, (ix) such encumbrances or restrictions consisting of customary non-assignment provisions in licenses and sublicenses governing licenses or sublicenses to the extent such provisions restrict the transfer of the license, sublicense or the property licensed or sublicensed thereunder, (x) such encumbrances or restrictions with respect to Indebtedness of a Foreign Subsidiary permitted pursuant to this Agreement and which encumbrances or restrictions are customary in agreements of such type or are of the type existing under the agreements listed on Schedule (7.20) and which shall apply only to such Foreign Subsidiaries subject thereto and such Foreign Subsidiary’s Subsidiaries, (xi) restrictions under any Permitted Factoring Program or Permitted Receivables Financing (which restrictions shall only apply to any Securitization Subsidiary and the Foreign Subsidiaries which participate therein) and (xii) restrictions under joint venture agreements or other similar agreements entered into in the ordinary course of business in connection with Joint Venturesdate hereof; provided, that, any such encumbrances or restrictions contained in such extension or continuation are no less favorable to Administrative Agent and Lenders than those encumbrances and restrictions under or pursuant to the Contractual Obligations contractual obligations so extended or continued, (vii) the Senior Subordinated Notes, (viii) any document or instrument governing Indebtedness incurred pursuant to Section 9.9(d), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith or (ix) 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.
Appears in 1 contract
Limitation of Restrictions Affecting Subsidiaries. No Credit Party shall, or shall permit any of its Restricted Subsidiaries to, directly, directly or indirectly, create or otherwise cause or suffer to exist any consensual encumbrance or consensual restriction which prohibits or limits the ability of any Subsidiary of such Credit Party or Restricted Subsidiary to: :
(a) pay dividends or make any other distributions to Parent Borrower or pay any Credit Party Restricted Subsidiary (1) on its Capital Stock; or Subsidiary(2) with respect to any other interest or participation in, or measured by, its profits; or
(b) make loans or advances to such Credit Party Parent Borrower or any Restricted Subsidiary that is a direct or indirect parent of such Restricted Subsidiary; except in each case for such encumbrances or restrictions existing under or by reason of:
(i) (1) contractual encumbrances or restrictions in effect on the Amendment No. 3 Effective Date (including encumbrances or restrictions imposed on Con-way and any Subsidiary thereof which is a Restricted Subsidiary) and (2) contractual encumbrances or restrictions pursuant to this Agreement, the other Loan Documents, the Term Credit Party; Agreement (cand all guarantee, security and other documents relating thereto) transfer and, in each case, similar contractual encumbrances effected by any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of its such agreements or instruments;
(ii) (x) the 2022 Notes Indenture, the 2022 Notes or the guarantees thereunder, (y) the 2023 Notes Indenture, the 2023 Notes or the guarantees thereunder or (z) the 2024 Notes Indenture, the 2024 Notes or the guarantees thereunder;
(iii) applicable law or any applicable rule, regulation or order;
(iv) any agreement or other instrument of a Person acquired by Parent Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets to such Credit Party or Subsidiary of such Credit Party; or (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquiredPerson, other than encumbrances the Person and restrictions arising under (i) applicable lawits Subsidiaries, (ii) this Agreementor the property or assets of the Person and its Subsidiaries, (iii) customary provisions restricting subletting or assignment of any lease or sublease governing a leasehold interest of such Credit Party or any Subsidiary of such Credit Party, (iv) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of such Credit Party or any Subsidiary of such Credit Party; so acquired;
(v) contracts or agreements for the sale of assets, including any agreement relating to permitted Indebtedness incurred by such Credit Party or a Subsidiary of such Credit Party prior to the date on which such Subsidiary was acquired by such Credit Party or Subsidiary and not in contemplation of such acquisition and outstanding on such acquisition date; (vi) the extension or continuation of Contractual Obligations in existence on the Closing Date; (vii) the Revolver Loan Documents and related documents; (viii) any restrictions restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with for the Disposition of all sale or substantially all disposition of the Capital Stock or assets of such Restricted Subsidiary, ;
(ixvi) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 7.1 and Section 7.7 that limits the right of the debtor to dispose of the assets securing such encumbrances Indebtedness;
(vii) restrictions on cash or restrictions consisting other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(viii) customary non-assignment provisions in licenses and sublicenses governing licenses or sublicenses to the extent such provisions restrict the transfer of the license, sublicense or the property licensed or sublicensed thereunder, (x) such encumbrances or restrictions with respect to Indebtedness of a Foreign Subsidiary permitted pursuant to this Agreement and which encumbrances or restrictions are customary in agreements of such type or are of the type existing under the agreements listed on Schedule (7.20) and which shall apply only to such Foreign Subsidiaries subject thereto and such Foreign Subsidiary’s Subsidiaries, (xi) restrictions under any Permitted Factoring Program or Permitted Receivables Financing (which restrictions shall only apply to any Securitization Subsidiary and the Foreign Subsidiaries which participate therein) and (xii) restrictions under joint venture agreements or and other similar agreements entered into in the ordinary course of business business;
(ix) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business;
(x) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business;
(xi) any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including without limitation, licenses of intellectual property) or other contracts;
(xii) any encumbrance or restriction of a Securitization Subsidiary effected in connection with Joint Venturesa Qualified Securitization Financing; provided, thathowever, that such restrictions apply only to such Securitization Subsidiary;
(xiii) other Indebtedness, Disqualified Capital Stock or Preferred Stock (a) of Parent Borrower or any Restricted Subsidiary that is a Credit Party or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Credit Party or a Foreign Subsidiary so long as such encumbrances and restrictions contained in any agreement or instrument will not materially affect Parent Borrower’s or any Credit Party’s ability to make anticipated principal or interest payments on the Loans (as determined in good faith by Parent Borrower), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Capital Stock or Preferred Stock is permitted to be Incurred subsequent to the Amendment No. 3 Effective Date pursuant to Section 7.1;
(xiv) any Restricted Investment not prohibited by Section 7.2 and any Permitted Investment; or
(xv) any encumbrances or restrictions of the type referred to in Section 7.3(a) or (b) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiv) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Parent Borrower, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such extension amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or continuation are no less favorable refinancing. For purposes of determining compliance with this Section 7.3, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to Agent dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and Lenders than those encumbrances and restrictions under (ii) the subordination of loans or pursuant advances made to Parent Borrower or a Restricted Subsidiary to other Indebtedness Incurred by Parent Borrower or any such Restricted Subsidiary shall not be deemed a restriction on the Contractual Obligations so extended ability to make loans or continuedadvances.
Appears in 1 contract
Samples: Revolving Loan Credit Agreement (XPO Logistics, Inc.)
Limitation of Restrictions Affecting Subsidiaries. No Credit Each Loan Party shall, or shall permit any of its Restricted Subsidiaries tonot, directly, or indirectly, create or otherwise cause or suffer to exist any encumbrance or restriction which that prohibits or limits the ability of any Loan Party or any Subsidiary of such Credit Loan Party or Subsidiary to: to (a) pay dividends or make other distributions or pay any Credit Indebtedness owed to such Loan Party or Subsidiary; any Subsidiary of such Loan Party, (b) make loans or advances to such Credit Loan Party or any Subsidiary of such Credit Loan Party; , (c) transfer any of its properties or assets to such Credit Loan Party or any Subsidiary of such Credit Loan Party; , or (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than encumbrances and restrictions arising under (i) applicable law, (ii) this AgreementAgreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease or sublease governing a leasehold interest of such Credit Loan Party or any Subsidiary of such Credit Loan Party, (iv) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of such Credit Loan Party or any Subsidiary of such Credit Loan Party; , (v) any agreement relating to permitted Indebtedness incurred by such Credit Party or a Subsidiary of such Credit Loan Party prior to the date on which such Subsidiary was acquired by such Credit Loan Party or Subsidiary and not in contemplation of such acquisition and outstanding on such acquisition date; , (vi) the extension any document or continuation of Contractual Obligations agreement evidencing contractual obligations in existence on the Closing Date; Date (viiincluding the Senior Notes) the Revolver Loan Documents and related documents; (viii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all amendment, extension, continuation or substantially all of the Stock or assets refinancing of such Subsidiary, (ix) such encumbrances or restrictions consisting of customary non-assignment provisions in licenses and sublicenses governing licenses or sublicenses to the extent such provisions restrict the transfer of the license, sublicense or the property licensed or sublicensed thereunder, (x) such encumbrances or restrictions with respect to Indebtedness of a Foreign Subsidiary permitted pursuant to this Agreement and which encumbrances or restrictions are customary in agreements of such type or are of the type existing under the agreements listed on Schedule (7.20) and which shall apply only to such Foreign Subsidiaries subject thereto and such Foreign Subsidiary’s Subsidiaries, (xi) restrictions under any Permitted Factoring Program or Permitted Receivables Financing (which restrictions shall only apply to any Securitization Subsidiary and the Foreign Subsidiaries which participate therein) and (xii) restrictions under joint venture agreements or other similar agreements entered into in the ordinary course of business in connection with Joint Venturesobligations; provided, that, provided that any such encumbrances or restrictions contained in such extension any document or continuation agreement, as so amended, extended, continued or refinanced, are no less favorable to Agent and Lenders more restrictive, taken as a whole, than those encumbrances and restrictions contained in such document or agreement immediately prior to such amendment, extension, continuation or refinancing, (vii) Indebtedness incurred after the Closing Date and permitted under Section 10.3(b); provided that any encumbrance or restriction shall be effective only against the assets financed thereby or the proceeds thereof, (viii) Indebtedness incurred after the Closing Date and permitted under Section 10.3(m), (ix) Indebtedness permitted to be incurred under Section 10.3(h) or (q) by any of the Loan Parties and any amendment, extension, continuation or refinancing of such Indebtedness; provided that any such encumbrances or restrictions contained in any document or agreement evidencing such Indebtedness and any amendment, extension, continuation or refinancing of such Indebtedness, are no more restrictive, taken as a whole, than those encumbrances and restrictions contained in this Agreement (in effect as of the Closing Date); (x) Indebtedness permitted to be incurred under Section 10.3(e) or (p) by any of the Loan Parties after the Closing Date and any amendment, extension, continuation or refinancing of such Indebtedness; provided that any such encumbrances or restrictions contained in any document or agreement evidencing such Indebtedness and any amendment, extension, continuation or refinancing of such Indebtedness (A) are not more restrictive, taken as a whole, than those encumbrances and restrictions contained in this Agreement (in effect as of the Closing Date), (B) do not restrict in any manner (directly or indirectly) Liens created pursuant to the Contractual Obligations so extended Loan Documents and (C) do not require the direct or continuedindirect granting of any Lien securing any Indebtedness, and (xi) Indebtedness permitted to be incurred under Section 10.3(r) by any of the Loan Parties after the Closing Date and any amendment, extension, continuation or refinancing of such Indebtedness; provided that any such encumbrances or restrictions contained in any document or agreement evidencing such Indebtedness and any amendment, extension, continuation or refinancing of such Indebtedness are no more restrictive, taken as a whole, than those encumbrances and restrictions contained in such document or agreement immediately prior to such amendment, extension, continuation or refinancing.”
Appears in 1 contract
Samples: Loan and Security Agreement
Limitation of Restrictions Affecting Subsidiaries. No Credit Party shall, or shall permit any of its Restricted Subsidiaries to, directly, or indirectly, create or otherwise cause or suffer to exist any consensual encumbrance or consensual restriction which prohibits or limits the ability of any Subsidiary of such Credit Party or Restricted Subsidiary to: :
(a) pay dividends or make any other distributions to Parent Borrower or pay any Credit Party Restricted Subsidiary (1) on its Capital Stock; or Subsidiary(2) with respect to any other interest or participation in, or measured by, its profits; or
(b) make loans or advances to such Credit Party Parent Borrower or any Restricted Subsidiary that is a direct or indirect parent of such Restricted Subsidiary; except in each case for such encumbrances or restrictions existing under or by reason of:
(i) (1) contractual encumbrances or restrictions in effect on the Restatement Date (including encumbrances or restrictions imposed on Con-way and any Subsidiary thereof which is a Restricted Subsidiary) and (2) contractual encumbrances or restrictions pursuant to this Agreement, the other Loan Documents, the Term Credit Party; Agreement (cand all guarantee, security and other documents relating thereto), the Con-way Bridge Credit Agreement and, in each case, similar contractual encumbrances effected by any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments;
(ii) transfer (x) the 2019 Notes Indenture, the 2019 Notes or the guarantees thereunder and (y) the 2021/2022 Notes Indenture, the 2021 Notes, the 2022 Notes or the guarantees thereunder;
(iii) applicable law or any applicable rule, regulation or order;
(iv) any agreement or other instrument of its a Person acquired by Parent Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets to such Credit Party or Subsidiary of such Credit Party; or (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquiredPerson, other than encumbrances the Person and restrictions arising under (i) applicable lawits Subsidiaries, (ii) this Agreementor the property or assets of the Person and its Subsidiaries, (iii) customary provisions restricting subletting or assignment of any lease or sublease governing a leasehold interest of such Credit Party or any Subsidiary of such Credit Party, (iv) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of such Credit Party or any Subsidiary of such Credit Party; so acquired;
(v) contracts or agreements for the sale of assets, including any agreement relating to permitted Indebtedness incurred by such Credit Party or a Subsidiary of such Credit Party prior to the date on which such Subsidiary was acquired by such Credit Party or Subsidiary and not in contemplation of such acquisition and outstanding on such acquisition date; (vi) the extension or continuation of Contractual Obligations in existence on the Closing Date; (vii) the Revolver Loan Documents and related documents; (viii) any restrictions restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with for the Disposition of all sale or substantially all disposition of the Capital Stock or assets of such Restricted Subsidiary, ;
(ixvi) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 7.1 and Section 7.7 that limits the right of the debtor to dispose of the assets securing such encumbrances Indebtedness;
(vii) restrictions on cash or restrictions consisting other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(viii) customary non-assignment provisions in licenses and sublicenses governing licenses or sublicenses to the extent such provisions restrict the transfer of the license, sublicense or the property licensed or sublicensed thereunder, (x) such encumbrances or restrictions with respect to Indebtedness of a Foreign Subsidiary permitted pursuant to this Agreement and which encumbrances or restrictions are customary in agreements of such type or are of the type existing under the agreements listed on Schedule (7.20) and which shall apply only to such Foreign Subsidiaries subject thereto and such Foreign Subsidiary’s Subsidiaries, (xi) restrictions under any Permitted Factoring Program or Permitted Receivables Financing (which restrictions shall only apply to any Securitization Subsidiary and the Foreign Subsidiaries which participate therein) and (xii) restrictions under joint venture agreements or and other similar agreements entered into in the ordinary course of business business;
(ix) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business;
(x) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business;
(xi) any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including without limitations, licenses of intellectual property) or other contracts;
(xii) any encumbrance or restriction of a Securitization Subsidiary effected in connection with Joint Venturesa Qualified Securitization Financing; provided, thathowever, that such restrictions apply only to such Securitization Subsidiary;
(xiii) other Indebtedness, Disqualified Capital Stock or Preferred Stock (a) of Parent Borrower or any Restricted Subsidiary that is a Credit Party or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Credit Party or a Foreign Subsidiary so long as such encumbrances and restrictions contained in any agreement or instrument will not materially affect Parent Borrower’s or any Credit Party’s ability to make anticipated principal or interest payments on the Loans (as determined in good faith by Parent Borrower), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Capital Stock or Preferred Stock is permitted to be Incurred subsequent to the Restatement Date pursuant to Section 7.1;
(xiv) any Restricted Investment not prohibited by Section 7.2 and any Permitted Investment; or
(xv) any encumbrances or restrictions of the type referred to in Section 7.3(a) or (b) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiv) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Parent Borrower, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such extension amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or continuation are no less favorable refinancing. For purposes of determining compliance with this Section 7.3, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to Agent dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and Lenders than those encumbrances and restrictions under (ii) the subordination of loans or pursuant advances made to Parent Borrower or a Restricted Subsidiary to other Indebtedness Incurred by Parent Borrower or any such Restricted Subsidiary shall not be deemed a restriction on the Contractual Obligations so extended ability to make loans or continuedadvances.
Appears in 1 contract
Samples: Revolving Loan Credit Agreement (XPO Logistics, Inc.)
Limitation of Restrictions Affecting Subsidiaries. No Credit Party None of the Issuer Related Parties shall, or shall permit any of its Restricted Subsidiaries to, directly, or indirectly, create or otherwise cause or suffer to exist any encumbrance or restriction which prohibits or limits the ability of any Subsidiary of such Credit Issuer Related Party or Subsidiary to: to (a) pay dividends or make other distributions or pay any Credit Indebtedness owed to such Issuer Related Party or Subsidiaryany Subsidiary of such Issuer Related Party; (b) make loans or advances to such Credit Issuer Related Party or any Subsidiary of such Credit Issuer Related Party; (c) transfer any of its properties or assets to such Credit Issuer Related Party or any Subsidiary of such Credit Issuer Related Party; or (d) create, incur, assume or suffer to exist any Lien lien upon any of its property, assets or revenues, whether now owned or hereafter acquiredacquired or (e) act as a Guarantor and pledge its assets pursuant to the Financing Agreements or any renewals, refinancings, exchanges, refundings or extensions thereof, other than encumbrances and restrictions arising under (i) applicable lawLaw, (ii) this Agreement, (iii) customary provisions restricting subletting or assignment of any lease or sublease governing a leasehold interest of such Credit Issuer Related Party or any Subsidiary of such Credit Issuer Related Party, (iv) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of such Credit Issuer Related Party or any Subsidiary of such Credit Issuer Related Party; , (v) any agreement relating to permitted Indebtedness incurred by such Credit Party or a Subsidiary of such Credit Party prior to the date on which such Subsidiary was acquired by such Credit Party or Subsidiary and not in contemplation of such acquisition and outstanding on such acquisition date; Prepetition First Lien Obligations, (vi) the extension Second Lien Notes or continuation of Contractual Obligations in existence on the Closing Date; (vii) any Permitted Lien or any document or instrument governing any Permitted Lien, provided, that any such restriction contained therein relates only to the Revolver Loan Documents and related documents; (viii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Stock asset or assets of such Subsidiary, (ix) such encumbrances or restrictions consisting of customary non-assignment provisions in licenses and sublicenses governing licenses or sublicenses to the extent such provisions restrict the transfer of the license, sublicense or the property licensed or sublicensed thereunder, (x) such encumbrances or restrictions with respect to Indebtedness of a Foreign Subsidiary permitted pursuant to this Agreement and which encumbrances or restrictions are customary in agreements of such type or are of the type existing under the agreements listed on Schedule (7.20) and which shall apply only subject to such Foreign Subsidiaries subject thereto and such Foreign Subsidiary’s Subsidiaries, (xi) restrictions under any Permitted Factoring Program or Permitted Receivables Financing (which restrictions shall only apply to any Securitization Subsidiary and the Foreign Subsidiaries which participate therein) and (xii) restrictions under joint venture agreements or other similar agreements entered into in the ordinary course of business in connection with Joint Ventures; provided, that, any such encumbrances or restrictions contained in such extension or continuation are no less favorable to Agent and Lenders than those encumbrances and restrictions under or pursuant to the Contractual Obligations so extended or continuedLien.
Appears in 1 contract
Samples: Secured Debt in Possession Note Purchase Agreement (Trump Entertainment Resorts Funding Inc)
