Limitation on Restrictions Affecting Subsidiaries. The Borrower shall not, and shall not permit any Restricted Subsidiary to, enter into, or suffer to exist, any agreement (other than the Financing Documents, the documents governing the Term Loan Facility and any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations) which prohibits or limits the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions or pay any Indebtedness owed to the Borrower or any other Restricted Subsidiary; (b) make loans or advances to the Borrower or any other Restricted Subsidiary or (c) in the case of any Subsidiary Guarantor, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, that is or would be required hereunder to be Collateral securing the obligations of the Borrower and the Subsidiary Guarantors under the Financing Documents; provided that the foregoing shall not prohibit any such prohibition or limitation contained in: (i) any document relating to Indebtedness secured by a Lien permitted by Section 7.02, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness; (ii) any operating lease or Capital Lease, insofar as the provisions thereof limit grants of a Security Interest in, or other assignments of, the related leasehold interest to any other Person; and (iii) if a Person becomes a Restricted Subsidiary after the Closing Date, any agreement that is binding on such Person and was not entered into in contemplation of its becoming a Restricted Subsidiary, insofar as such agreement limits such Person’s ability to take any action described in clause (a), (b) or (c) of this Section, provided that either: (1) such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; or (2) not more than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributable, in the aggregate, to Persons that become Restricted Subsidiaries after the Closing Date and remain subject to such limitations more than 60 days after becoming Restricted Subsidiaries.
Appears in 3 contracts
Samples: Abl Credit Agreement (Kindred Healthcare, Inc), Abl Credit Agreement (Kindred Healthcare, Inc), Abl Credit Agreement (Kindred Healthcare, Inc)
Limitation on Restrictions Affecting Subsidiaries. The Borrower shall not, and shall not permit any Restricted Subsidiary to, enter into, or suffer to exist, any agreement (other than the Financing Documents, the documents governing the Term Loan ABL Facility Documents and any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to on a pari passu basis with the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Secured Obligations) which prohibits or limits the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions or pay any Indebtedness owed to the Borrower or any other Restricted Subsidiary; (b) make loans or advances to the Borrower or any other Restricted Subsidiary or (c) in the case of any Subsidiary Guarantor, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, that is or would be required hereunder to be Collateral securing the obligations of the Borrower and the Subsidiary Guarantors under the Financing Documents; provided that the foregoing shall not prohibit any such prohibition or limitation contained in:
(i) any document relating to Indebtedness secured by a Lien permitted by Section 7.02, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness;
(ii) any operating lease or Capital Lease, insofar as the provisions thereof limit grants of a Security Interest in, or other assignments of, the related leasehold interest to any other Person; and
(iii) if a Person becomes a Restricted Subsidiary after the Closing Date, any agreement that is binding on such Person and was not entered into in contemplation of its becoming a Restricted Subsidiary, insofar as such agreement limits such Person’s ability to take any action described in clause (a), (b) or (c) of this Section, provided that either:
(1) such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; or
(2) not more than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributable, in the aggregate, to Persons that become Restricted Subsidiaries after the Closing Date and remain subject to such limitations more than 60 days after becoming Restricted Subsidiaries.
Appears in 2 contracts
Samples: Fourth Amendment and Restatement Agreement (Kindred Healthcare, Inc), Credit Agreement (Kindred Healthcare, Inc)
Limitation on Restrictions Affecting Subsidiaries. The Borrower shall not, and shall not permit any Restricted Subsidiary to, enter into, or suffer to exist, any agreement (other than the Financing Documents, the documents governing the Term Loan Facility and any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset ObligationsAgreements) which prohibits or limits the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions or pay any Indebtedness owed to the Borrower or any other Restricted Subsidiary; (b) make loans or advances to the Borrower or any other Restricted Subsidiary or (c) in the case of any Subsidiary Guarantor, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, that is or would be required hereunder to be Collateral securing the obligations of the Borrower and the Subsidiary Guarantors under the Financing Documents; provided that the foregoing shall not prohibit any such prohibition or limitation contained in:
(i) any document relating to Indebtedness secured by a Lien permitted by Section 7.02, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness;
(ii) any operating lease or Capital Lease, insofar as the provisions thereof limit grants of a Security Interest in, or other assignments of, the related leasehold interest to any other Person; and
(iii) if a Person becomes a Restricted Subsidiary after the Closing Date, any agreement that is binding on such Person and was not entered into in contemplation of its becoming a Restricted Subsidiary, insofar as such agreement limits such Person’s ability to take any action described in clause (a), (b) or (c) of this Section, provided that either:
(1A) such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; or
(2B) not more than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributable, in the aggregate, to Persons that become Restricted Subsidiaries after the Closing Date and remain subject to such limitations more than 60 days after becoming Restricted Subsidiaries.
Appears in 2 contracts
Samples: Abl Credit Agreement (Kindred Healthcare, Inc), Abl Credit Agreement (Kindred Healthcare, Inc)
Limitation on Restrictions Affecting Subsidiaries. The Neither the Borrower nor any of its Subsidiaries shall not, and shall not permit any Restricted Subsidiary to, enter into, or suffer to exist, any agreement (with any Person, other than this Agreement or the Financing other Loan Documents, the documents governing the Term Loan Facility and any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations) which prohibits or limits the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions to, or pay any Indebtedness owed to to, the Borrower or any other Restricted Subsidiary; , (b) make loans or advances to the Borrower or any other Restricted Subsidiary, (c) transfer any of its properties or assets to the Borrower or any Subsidiary or (cd) in the case of any Subsidiary Guarantor, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquiredacquired (other than, that is in the case of clause (c) or would be required hereunder (d) above, with respect to be Collateral securing the obligations of the Borrower and the Subsidiary Guarantors assets subject to consensual Liens permitted under the Financing DocumentsSection 6.1 (Limitation on Liens)); provided provided, however, that the foregoing shall not prohibit any such prohibition or limitation contained in:
apply to (i) any document relating to Indebtedness secured restrictions existing under or by a Lien permitted by Section 7.02reason of applicable law, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness;
(ii) customary provisions restricting subletting or assignment of any operating lease or Capital Lease, insofar as the provisions thereof limit grants of governing a Security Interest in, or other assignments of, the related leasehold interest to any other Person; and
of the Borrower or a Subsidiary of the Borrower, (iii) if a Person becomes a Restricted Subsidiary after the Closing Date, customary provisions restricting assignment of any licensing agreement that is binding on such Person and was not entered into by the Borrower or any Subsidiary of the Borrower in the ordinary course of business, (iv) restrictions in effect on the Initial Closing Date contained in the New Senior Secured Note Indenture, the Existing Senior Secured Note Indenture and, so long as any Existing Subordinated Notes remain outstanding, the Existing Subordinated Notes Indenture, as the case may be, or in any Permitted Refinancing thereof, (v) restrictions applicable to an acquired entity or its assets in effect at the acquisition thereof by the Borrower or a Subsidiary and not incurred (or modified) in contemplation of its becoming a Restricted Subsidiarysuch acquisition, insofar as and (vi) customary provisions contained in an agreement which has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of any Subsidiary to the extent such agreement limits such Person’s ability sale is permitted pursuant to take any action described in clause Section 6.4 (aSale of Assets), (b) or (c) of this Section, provided that either:
(1) such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; or
(2) not more than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributable, in the aggregate, to Persons that become Restricted Subsidiaries after the Closing Date and remain subject to such limitations more than 60 days after becoming Restricted Subsidiaries.
Appears in 2 contracts
Samples: Credit Agreement (Tekni Plex Inc), Credit Agreement (Tekni Plex Inc)
Limitation on Restrictions Affecting Subsidiaries. The Borrower shall not, and shall not permit any Restricted Subsidiary to, enter into, or suffer to exist, any agreement (other than the Financing Documents, the documents governing the Term Loan ABL Facility Documents and any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset ObligationsAgreements) which prohibits or limits the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions or pay any Indebtedness owed to the Borrower or any other Restricted Subsidiary; (b) make loans or advances to the Borrower or any other Restricted Subsidiary or (c) in the case of any Subsidiary Guarantor, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, that is or would be required hereunder to be Collateral securing the obligations of the Borrower and the Subsidiary Guarantors under the Financing Documents; provided that the foregoing shall not prohibit any such prohibition or limitation contained in:
(i) any document relating to Indebtedness secured by a Lien permitted by Section 7.02, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness;
(ii) any operating lease or Capital Lease, insofar as the provisions thereof limit grants of a Security Interest in, or other assignments of, the related leasehold interest to any other Person; and
(iii) if a Person becomes a Restricted Subsidiary after the Closing Date, any agreement that is binding on such Person and was not entered into in contemplation of its becoming a Restricted Subsidiary, insofar as such agreement limits such Person’s ability to take any action described in clause (a), (b) or (c) of this Section, provided that either:
(1) such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; or
(2) not more than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributable, in the aggregate, to Persons that become Restricted Subsidiaries after the Closing Date and remain subject to such limitations more than 60 days after becoming Restricted Subsidiaries.
Appears in 2 contracts
Samples: Second Amendment and Restatement Agreement (Kindred Healthcare, Inc), Term Loan Credit Agreement (Kindred Healthcare, Inc)
Limitation on Restrictions Affecting Subsidiaries. The Neither the Borrower shall not, and shall not permit nor any Restricted Subsidiary to, of its Subsidiaries will enter into, or suffer to exist, any agreement (with any Person, other than the Financing Loan Documents, the documents governing the Term Loan Facility and any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations) which prohibits or limits the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions or pay any Indebtedness Debt owed to the Borrower or any other Restricted Subsidiary; , (b) make loans or advances to the Borrower or any other Restricted Subsidiary, (c) transfer any of its properties or assets to Borrower or any Subsidiary or (cd) in the case of any Subsidiary Guarantor, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, that is or would be required hereunder to be Collateral securing acquired as security for the obligations of the Borrower and the Subsidiary Guarantors under the Financing Loan Documents; provided that the foregoing shall not prohibit any such prohibition or limitation contained in:
apply to (i) any document relating to Indebtedness secured by a Lien permitted by Section 7.02, insofar as the provisions thereof limit grants of junior liens restrictions in effect on the assets securing such Indebtedness;
date of this Agreement contained in agreements governing Debt outstanding on the date of this Agreement (ii) any operating lease or Capital Lease, insofar as in the provisions thereof limit grants case of Debt of a Security Interest in, or other assignments of, the related leasehold interest to any other Person; and
(iii) if a Person which hereafter becomes a Restricted Subsidiary after the Closing Date, any agreement that is binding on such Person and was not entered into in contemplation of its becoming a Restricted Subsidiary, insofar as such agreement limits such Person’s ability to take any action described in clause (a), (b) or (c) of this Section, provided that either:
(1) such limitation is terminated within 60 days after outstanding on the date such Person becomes a Restricted Subsidiary; or
(2Subsidiary and not created in contemplation of that event) not more than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters and, if such Debt is attributablerenewed, extended or refinanced, restrictions in the aggregateagreements governing the renewed, extended or refinancing Debt (and successive renewals, extensions and refinancings thereof) if such restrictions are no more restrictive in any material respect than those contained in the agreements governing the Debt being renewed, extended or refinanced, (ii) restrictions contained in agreements governing Debt incurred pursuant to Persons Section 5.11(c), (d), (e) and (j) provided that become Restricted such restrictions are no more restrictive in any material respect than those contained in the Loan Documents, (iii) customary non-assignment provisions in leases, licenses and other contracts, (iv) restrictions contained in agreements governing Debt incurred by special purpose Subsidiaries after in connection with the Closing Date financing of equipment and remain other asset acquisitions, provided that such restrictions only apply to such special purpose Subsidiaries and their respective assets, (v) in the case of non-wholly-owned Subsidiaries, customary restrictions contained in joint venture or similar agreements, (vi) restrictions required by applicable law and (vii) restrictions in agreements establishing consensual Liens permitted under Section 5.08 with respect to the assets subject to such limitations more than 60 days after becoming Restricted SubsidiariesLiens.
Appears in 2 contracts
Samples: Credit Agreement (Norfolk Southern Corp), Credit Agreement (Norfolk Southern Corp)
Limitation on Restrictions Affecting Subsidiaries. The Borrower shall not, and shall not permit any Restricted Subsidiary to, enter into, or suffer to exist, any agreement (other than the Financing Documents, the documents governing the Term Loan Facility and any Existing Affiliate Agreements Documents and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset ObligationsAgreements) which prohibits or limits the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions or pay any Indebtedness owed to the Borrower or any other Restricted Subsidiary; (b) make loans or advances to the Borrower or any other Restricted Subsidiary or (c) in the case of any Subsidiary Guarantor, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, that is or would be required hereunder to be Collateral securing secure the obligations of the Borrower and the Subsidiary Guarantors under the Financing Documents; provided that the foregoing shall not prohibit any such prohibition or limitation contained in:
(i) any document relating to Indebtedness secured by a Lien permitted by Section 7.02, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness;
(ii) any operating lease or Capital Leasecapital lease, insofar as the provisions thereof limit grants of a Security Interest security interest in, or other assignments of, the related leasehold interest to any other Person; and
(iii) if a Person becomes a Restricted Subsidiary after the Closing Datedate hereof, any agreement that is binding on such Person and was not entered into in contemplation of its becoming a Restricted Subsidiary, insofar as such agreement limits such Person’s ability to take any action described in clause (a), (b) or (c) of this Section, provided that either:
(1A) such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; or
(2B) not more than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributable, in the aggregate, to Persons that become Restricted Subsidiaries after the Closing Date date hereof and remain subject to such limitations more than 60 days after becoming Restricted Subsidiaries.
Appears in 2 contracts
Samples: Credit Agreement (Kindred Healthcare Inc), Credit Agreement (Kindred Healthcare, Inc)
Limitation on Restrictions Affecting Subsidiaries. The Neither the Borrower shall not, and shall not permit nor any Restricted Subsidiary to, of its Subsidiaries will enter into, or suffer to exist, any agreement (other than the Financing Documents, the documents governing the Term Loan Facility and with any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations) Person which prohibits or limits the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions or pay any Indebtedness Debt owed to the Table of Contents Borrower or any other Restricted Subsidiary; , (b) make loans or advances to the Borrower or any other Restricted Subsidiary or Subsidiary, (c) in transfer any of its properties or assets to the case of Borrower or any Subsidiary GuarantorSubsidiary, (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, (e) Guarantee any Debt of the Borrower or another Subsidiary or (f) suffer to exist any Lien on capital stock or other equity interests issued by it; provided that is or would the following shall be required hereunder to be Collateral securing permitted: (i) the obligations Loan Documents; (ii) the agreements governing (x) the Debt of the Borrower and its Subsidiaries outstanding on the Closing Date or (y) Securitization Transactions entered into by the Borrower and its Subsidiaries prior to the Closing Date, in each case as in effect on the Closing Date (the “Existing Restrictions”) and the agreements governing Debt or Securitization Transactions incurred or entered into after the Closing Date and containing limitations No Less Favorable than the Existing Restrictions; (iii) agreements between a JV Subsidiary Guarantors under and another partner or member of the Financing DocumentsBorrower Joint Venture of which such JV Subsidiary is a partner or member so long as the limitations imposed thereby are not materially more restrictive than those contained in agreements set forth in Schedule 5.17; provided that the foregoing shall not prohibit any such prohibition or limitation contained in:
(iiv) any document relating agreements with respect to Indebtedness Debt secured by a Lien Liens permitted by under Section 7.02, insofar as 5.09(b) through (e) containing restrictions on the provisions thereof limit grants of junior liens ability to transfer or grant Liens on the assets securing such Indebtedness;
Debt; (iiv) any operating lease customary restrictions contained in stock purchase agreements, asset sale agreements limiting the transfer of assets pending the closing of the sale and customary non-assignment provisions in leases and other contracts entered into in the ordinary course of business; (vi) the PBGC Settlement Agreement; (vii) agreements entered into in connection with Debt Incurrences by the Borrower containing limitations No Less Favorable than those contained in the instruments governing the Senior Notes or Capital Lease, insofar the Senior Subordinated Notes as the provisions thereof limit grants of a Security Interest in, or other assignments of, the related leasehold interest to any other Person; and
(iii) if a Person becomes a Restricted Subsidiary after in effect on the Closing Date; (viii) restrictions existing on the Closing Date on POSM and any Subsidiary whose only significant assets are partnership interests in POSM; and (ix) customary limitations on the activities of a Special Purpose Subsidiary; and (x) agreements between the Borrower or a non-wholly owned Subject Assets Transferee and the Acquiring Person (or an affiliate thereof) of an interest in such non-wholly owned Subject Assets Transferee so long as the limitations imposed thereby are not materially more restrictive than those contained in the agreements set forth in Schedule 5.17; and provided further that (x) clauses (c) and (d) above shall be inapplicable to any Foreign Subsidiary or other Subsidiary conducting substantially all its operations outside the United States, any agreement that is binding on such Person and was not entered into in contemplation of its becoming a Restricted Subsidiary, insofar as such agreement limits such Person’s ability to take any action described in clause (ay) clauses (c), (bd) or and (ce) of this Section, provided that either:
shall be inapplicable to any Subject Assets Transferee and (1z) such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; or
(2) not more than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributable, in the aggregate, to Persons that become Restricted Subsidiaries from and after the Closing Date and remain subject Investment Grade Date, clause (d) shall be inapplicable to such limitations more than 60 days after becoming Restricted Subsidiariesthe Borrower or any other Subsidiary.
Appears in 1 contract
Limitation on Restrictions Affecting Subsidiaries. The Neither the Borrower shall not, and shall not permit nor any Restricted Subsidiary to, of its Subsidiaries will enter into, or suffer to exist, any agreement (other than the Financing Documents, the documents governing the Term Loan Facility and with any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations) Person which prohibits or limits the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions or pay any Indebtedness Debt owed to the Borrower or any other Restricted Subsidiary; , (b) make loans or advances to the Borrower or any other Restricted Subsidiary or Subsidiary, (c) in transfer any of its properties or assets to the case of Borrower or any Subsidiary GuarantorSubsidiary, (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, (e) Guarantee any Debt of the Borrower or another Subsidiary or (f) suffer to exist any Lien on capital stock or other equity interests issued by it; provided that is or would the following shall be required hereunder to be Collateral securing permitted: (i) the obligations Loan Documents; (ii) the agreements governing the Debt of the Borrower and its Subsidiaries outstanding on the Restatement Date as in effect on the Restatement Date; (iii) agreements between a JV Subsidiary Guarantors under and another partner or member of the Financing DocumentsBorrower Joint Venture of which such JV Subsidiary is a partner or member so long as the limitations imposed thereby are not materially more restrictive than those contained in agreements set forth in Schedule 5.17; provided that the foregoing shall not prohibit any such prohibition or limitation contained in:
(iiv) any document relating agreements with respect to Indebtedness Debt secured by a Lien Liens permitted by under Section 7.02, insofar as 5.09(b) - (e) containing restrictions on the provisions thereof limit grants of junior liens ability to transfer or grant Liens on the assets securing such Indebtedness;
Debt; (iiv) any operating lease or Capital Leasecustomary restrictions contained in stock purchase agreements, insofar as asset sale agreements limiting the transfer of assets pending the closing of the sale and customary non-assignment provisions thereof limit grants of a Security Interest in, or in leases and other assignments of, the related leasehold interest to any other Person; and
(iii) if a Person becomes a Restricted Subsidiary after the Closing Date, any agreement that is binding on such Person and was not contracts entered into in contemplation the ordinary course of business; (vi) the PBGC Settlement Agreement; (vii) agreements entered into in connection with Debt Incurrences by the Borrower containing limitations no more restrictive than those contained in the instruments governing the Senior Notes or the Senior Subordinated Notes as in effect on the Restatement Date; (viii) restrictions existing on the Closing Date on POSM and any Subsidiary whose only significant assets are partnership interests in POSM; (ix) customary limitations on the activities of a Special Purpose Subsidiary; and (x) agreements between the Borrower or a non-wholly owned Subject Assets Transferee and the Acquiring Person (or an affiliate thereof) of an interest in such non-wholly owned Subject Assets Transferee so long as the limitations imposed thereby are not materially more restrictive than those contained in the agreements set forth in Schedule 5.17; and provided further that (x) clauses (c) and (d) above shall be inapplicable to any Foreign Subsidiary or other Subsidiary conducting substantially all its becoming a Restricted Subsidiaryoperations outside the United States, insofar as such agreement limits such Person’s ability to take any action described in clause (ay) clauses (c), (bd) or and (ce) of this Section, provided that either:
shall be inapplicable to any Subject Assets Transferee and (1z) such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; or
(2) not more than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributable, in the aggregate, to Persons that become Restricted Subsidiaries from and after the Closing Date and remain subject Investment Grade Date, clause (d) shall be inapplicable to such limitations more than 60 days after becoming Restricted Subsidiariesthe Borrower or any other Subsidiary.
Appears in 1 contract
Limitation on Restrictions Affecting Subsidiaries. The Borrower shall not, and shall not permit any Restricted Subsidiary to, enter into, or suffer to exist, Enter into any agreement (with any Person other than the Financing Documents, the documents governing the Term Loan Facility and any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations) Lenders pursuant hereto which prohibits or limits the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions or pay any Indebtedness owed to the U.S. Borrower or any other Restricted Subsidiary; , (b) make loans or advances to the U.S. Borrower or any other Restricted Subsidiary or (c) transfer any of its properties or assets to the U.S. Borrower or any Subsidiary, except (i) prohibitions or restrictions under applicable law, (ii) agreements and instruments governing or evidencing secured Indebtedness otherwise permitted to be incurred under this Agreement that limits the right of the borrower to (A) dispose of the assets securing such Indebtedness or (B) in the case of any Subsidiary GuarantorForeign Subsidiary, createto make dividends or distributions, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, that is or would be required hereunder to be Collateral securing the obligations of the Borrower and the Subsidiary Guarantors under the Financing Documents; provided that the foregoing shall not prohibit any such prohibition or limitation contained in:
(i) any document relating to Indebtedness secured by a Lien permitted by Section 7.02, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness;
(ii) any operating lease or Capital Lease, insofar as the provisions thereof limit grants of a Security Interest in, or other assignments of, the related leasehold interest to any other Person; and
(iii) if a Person becomes a Restricted Subsidiary after prohibitions or restrictions under agreements relating to Acquired Indebtedness and any refinancings thereof, (iv) prohibitions or restrictions with respect to the Closing Date, any agreement that is binding on such Person distribution or dispositions of assets or property in joint venture and was not similar agreements entered into in contemplation the ordinary course of its becoming business, (v) customary non-assignment provisions in leases and other agreements entered into in the ordinary course of business, (vi) customary net worth provisions 77 71 contained in leases and other agreements entered into by a Restricted Subsidiary in the ordinary course of business, (vii) customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of the assets or stock of such Subsidiary, insofar as (viii)(x) any such agreement limits such Person’s ability to take any action described in clause (a), (b) restrictions existing by reasons of Contractual Obligations listed on Schedule VIII or (cy) of this Section, provided that either:
(1) such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; or
(2) not more than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributable, Contractual Obligations in the aggregate, to Persons that become Restricted Subsidiaries after effect on the Closing Date affecting Subsidiaries acquired in the UT Automotive Acquisition, (ix) any restrictions on a Special Purpose Subsidiary, (x) restrictions on cash or other deposits or net worth provisions under customer and remain subject to such limitations more than 60 days after becoming Restricted Subsidiariessupply agreements entered into in the ordinary course of business, and (xi) any restrictions contained in any instrument or agreement that refinances any Indebtedness or other obligations which contains similar restrictions.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Lear Corp /De/)
Limitation on Restrictions Affecting Subsidiaries. The Borrower shall Company will not, and shall will not permit any Restricted Subsidiary to, enter intodirectly, or indirectly, create or otherwise cause or suffer to exist, exist any agreement (other than the Financing Documents, the documents governing the Term Loan Facility and any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations) encumbrance or restriction which prohibits or limits the ability of the Company or any Restricted Subsidiary to (a) pay dividends or make any other distributions or pay any Indebtedness owed to the Borrower Company or any other Restricted Subsidiary; of its Subsidiaries, (b) make loans or advances to the Borrower Company or any other Restricted Subsidiary or thereof, (c) in transfer any of its properties or assets to the case of Company or any Subsidiary Guarantor, thereof 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, that is or would be required hereunder to be Collateral securing the obligations of the Borrower other than encumbrances and the Subsidiary Guarantors restrictions arising under the Financing Documents; provided that the foregoing shall not prohibit any such prohibition or limitation contained in:
(i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) to the extent restricting the disposition of any document property serving as security therefor, any agreement relating to Indebtedness permitted pursuant to Section 8.03(b) secured by a Lien Liens permitted by pursuant to Section 7.02, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness;
(ii) any operating lease or Capital Lease, insofar as the provisions thereof limit grants of a Security Interest in, or other assignments of, the related leasehold interest to any other Person; and
(iii) if a Person becomes a Restricted Subsidiary after the Closing Date, any agreement that is binding on such Person and was not entered into in contemplation of its becoming a Restricted Subsidiary, insofar as such agreement limits such Person’s ability to take any action described in clause (a8.02(g), (biv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or any of its Subsidiaries, (v) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of the Company or any of its Subsidiaries, (vi) the Senior Note Documents, or (cvii) the documents or instruments governing the terms of this Section, provided that either:
(1any Indebtedness of any Subsidiary outstanding pursuant to Section 8.03(g) such limitation is terminated within 60 days after such Person becomes to the extent restricting the payment of dividends or other cash distributions by a Restricted Subsidiary; or
(2) not more than 5% Subsidiary to the Company or any other Subsidiary of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributable, in the aggregate, to Persons that become Restricted Subsidiaries after the Closing Date and remain subject to such limitations more than 60 days after becoming Restricted SubsidiariesCompany.
Appears in 1 contract
Samples: Credit Agreement (Ametek Inc/)
Limitation on Restrictions Affecting Subsidiaries. The Borrower shall not, and shall not permit any Restricted Subsidiary to, enter into, or suffer to exist, Enter into any agreement (with any Person other than the Financing Documents, the documents governing the Term Loan Facility and any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations) Lenders pursuant hereto which prohibits or limits the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions or pay any Indebtedness owed to the U.S. Borrower or any other Restricted Subsidiary; , (b) make loans or advances to the U.S. Borrower or any other Restricted Subsidiary or (c) transfer any of its properties or assets to the U.S. Borrower or any Subsidiary, except (i) prohibitions or restrictions under applicable law, (ii) agreements and instruments governing or evidencing secured Indebtedness otherwise permitted to be incurred under this Agreement that limits the right of the borrower to (A) dispose of the assets securing such Indebtedness or (B) in the case of any Subsidiary GuarantorForeign Subsidiary, createto make dividends or distributions, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, that is or would be required hereunder to be Collateral securing the obligations of the Borrower and the Subsidiary Guarantors under the Financing Documents; provided that the foregoing shall not prohibit any such prohibition or limitation contained in:
(i) any document relating to Indebtedness secured by a Lien permitted by Section 7.02, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness;
(ii) any operating lease or Capital Lease, insofar as the provisions thereof limit grants of a Security Interest in, or other assignments of, the related leasehold interest to any other Person; and
(iii) if a Person becomes a Restricted Subsidiary after prohibitions or restrictions under agreements relating to Acquired Indebtedness and any refinancings thereof, (iv) prohibitions or restrictions with respect to the Closing Date, any agreement that is binding on such Person distribution or dispositions of assets or property in joint venture and was not similar agreements entered into in contemplation the ordinary course of its becoming business, (v) customary non-assignment provisions in leases and other agreements entered into in the ordinary course of business, (vi) customary net worth provisions contained in leases and other agreements entered into by a Restricted Subsidiary in the ordinary course of business, (vii) customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of the assets or stock of such Subsidiary, insofar as (viii) (x) any such agreement limits such Person’s ability to take any action described in clause (a), (b) restrictions existing by reasons of Contractual Obligations listed on Schedule VIII or (cy) of this Section, provided that either:
(1) such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; or
(2) not more than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributable, Contractual Obligations in the aggregate, to Persons that become Restricted Subsidiaries after effect on the Closing Date affecting Subsidiaries acquired in the UT Automotive Acquisition, (ix) any restrictions on a Special Purpose Subsidiary, (x) restrictions on cash or other deposits or net worth provisions under customer and remain subject to such limitations more than 60 days after becoming Restricted Subsidiariessupply agreements entered into in the ordinary course of business, and (xi) any restrictions contained in any instrument or agreement that refinances any Indebtedness or other obligations which contains similar restrictions.
Appears in 1 contract
Samples: Credit and Guarantee Agreement (Lear Corp Eeds & Interiors)
Limitation on Restrictions Affecting Subsidiaries. The Borrower shall not, and shall not permit Neither Lyondell nor any Restricted Subsidiary to, of its Subsidiaries will enter into, or suffer to exist, any agreement (other than the Financing Documents, the documents governing the Term Loan Facility and with any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations) Person which prohibits or limits the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions or pay any Indebtedness owed to the Borrower Lyondell or any other Restricted Subsidiary; , (b) make loans or advances to the Borrower Lyondell or any other Restricted Subsidiary or Subsidiary, (c) in the case transfer any of its properties or assets to Lyondell or any Subsidiary GuarantorSubsidiary, (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, that is (e) Guarantee any Indebtedness of Lyondell or would be required hereunder another Subsidiary or (f) suffer to be Collateral securing the obligations of the Borrower and the Subsidiary Guarantors under the Financing Documentsexist any Lien on capital stock or other equity interests issued by it; provided that the foregoing following shall not prohibit any such prohibition or limitation contained in:
be permitted: (i) any document relating the CA Loan Documents; (ii) the agreements governing (x) the Indebtedness of Lyondell and its Subsidiaries outstanding on August 16, 2006 or (y) Securitization Transactions entered into by Lyondell and its Subsidiaries prior to August 16, 2006, in each case as in effect on August 16, 2006 (the “Existing Restrictions”) and the agreements governing Indebtedness or Securitization Transactions incurred or entered into after August 16, 2006 and containing limitations No Less Favorable than the Existing Restrictions; (iii) agreements between a JV Subsidiary and another partner or member of Lyondell Joint Venture of which such JV Subsidiary is a partner or member so long as the limitations imposed thereby are not materially more restrictive than those contained in agreements set forth in Schedule 3.16; (iv) agreements with respect to Indebtedness secured by a Lien Liens permitted by under Section 7.02, insofar as 3.08(b) – (e) containing restrictions on the provisions thereof limit grants of junior liens ability to transfer or grant Liens on the assets securing such Indebtedness;
; (iiv) any operating lease or Capital Leasecustomary restrictions contained in stock purchase agreements, insofar as asset sale agreements limiting the transfer of assets pending the closing of the sale and customary non-assignment provisions thereof limit grants of a Security Interest in, or in leases and other assignments of, the related leasehold interest to any other Person; and
(iii) if a Person becomes a Restricted Subsidiary after the Closing Date, any agreement that is binding on such Person and was not contracts entered into in contemplation the ordinary course of its becoming business; (vi) the PBGC Settlement Agreement; (vii) agreements entered into in connection with Indebtedness incurred by Lyondell containing limitations No Less Favorable than the Senior Notes or the Senior Subordinated Notes as in effect on August 16, 2006; (viii) restrictions existing on the Closing Date on POSM and any Subsidiary whose only significant assets are partnership interests in POSM; (ix) customary limitations on the activities of a Restricted Special Purpose Subsidiary, insofar including limitations set forth in the Transaction Documents; and (x) agreements between Lyondell or a non-wholly owned Subject Assets Transferee and the Acquiring Person (or an Affiliate thereof) of an interest in such non-wholly owned Subject Assets Transferee so long as such agreement limits such Person’s ability the limitations imposed thereby are not materially more restrictive than those contained in the agreements set forth in Schedule 3.16; and provided further that (x) clauses (c) and (d) above shall be inapplicable to take any action described in clause Foreign Subsidiary or other Subsidiary conducting substantially all its operations outside the United States, (ay) clauses (c), (bd) and (e) shall be inapplicable to any Subject Assets Transferee and (z) from and after the Investment Grade Date, clause (d) shall be inapplicable to Lyondell or (c) of this Section, provided that either:any other Subsidiary.
(1o) such limitation Section 3.16 is terminated within 60 days after such Person becomes a Restricted Subsidiary; or
(2) not more than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributable, in the aggregate, amended to Persons that become Restricted Subsidiaries after the Closing Date and remain subject to such limitations more than 60 days after becoming Restricted Subsidiaries.read as follows:
Appears in 1 contract
Limitation on Restrictions Affecting Subsidiaries. The Borrower shall not, Neither the Principal Obligor nor any of its Subsidiaries (other than any Single Purpose Subsidiary and shall not permit any Restricted Subsidiary to, Bond Film Sale-Leaseback Company) will enter into, or suffer to exist, any agreement (with any Person, other than the Financing Documentsthis Agreement, the documents governing the Term Loan Facility and any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations) which prohibits or limits the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions or pay any Indebtedness Debt owed to the Borrower or any other Restricted Subsidiary; MGM Company, (b) make loans or advances to the Borrower or any other Restricted Subsidiary or MGM Company, (c) in the case transfer any of its properties or assets to any Subsidiary Guarantor, MGM Company 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, that is or would be required hereunder acquired (other than with respect to be Collateral securing the obligations of the Borrower and the Subsidiary Guarantors assets subject to consensual liens permitted under the Financing DocumentsSection 5.10); provided that the foregoing shall not prohibit any such prohibition or limitation contained in:
apply to (i) provisions restricting assignment of any document relating to Indebtedness secured by a Lien permitted by Section 7.02lease or other contract, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness;
(ii) any operating lease or Capital Leaserestrictions imposed by applicable law, insofar as the provisions thereof limit grants of a Security Interest in, or other assignments of, the related leasehold interest to any other Person; and
(iii) if a Person becomes a Restricted Subsidiary after the Closing Date, restrictions under any agreement relating to any property, asset or business acquired by any MGM Company, which restrictions existed at the time of acquisition, (iv) restrictions with respect solely to a Subsidiary or the Borrower imposed pursuant to a binding agreement (subject only to customary closing conditions and termination provisions) that has been entered into for the sale or disposition of all or substantially all of the capital stock or assets to be sold of such Subsidiary, provided that such sale is binding permitted under Section 5.08(b) hereof, (v) customary restrictions on transfer of Collateral imposed on such Person Collateral in connection with Liens on such Collateral securing Debt, to the extent such Liens are permitted under Section 5.10 hereof, (vi) customary restrictions contained in agreements governing Debt of Foreign Subsidiaries and was not entered into (vii) restrictions (“New Restrictions”) set forth in contemplation replacements of its becoming a Restricted Subsidiary, insofar as such agreement limits such Person’s ability to take any action agreements or instruments (“Replaced Agreements”) containing restrictions described in clause (aiii), (b) or (c) of this Section, ; provided that either:
(1) such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; or
(2) not New Restrictions are no more restrictive in any material respect than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributable, the restrictions set forth in the aggregate, relevant Replaced Agreement and do not apply to Persons that become Restricted Subsidiaries after the Closing Date and remain subject to such limitations more than 60 days after becoming Restricted Subsidiariesany additional property or assets.
Appears in 1 contract
Limitation on Restrictions Affecting Subsidiaries. The Neither any Borrower shall not, and shall not permit nor any Restricted Subsidiary to, of its Subsidiaries (other than any Single Purpose Subsidiary) will enter into, or suffer to exist, any agreement (with any Person, other than the Financing Documentsthis Agreement, the documents governing the Term Loan Facility and any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations) which prohibits or limits the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions or pay any Indebtedness Debt owed to the either Borrower or any other Restricted Subsidiary; , (b) make loans or advances to the either Borrower or any other Restricted Subsidiary, (c) transfer any of its properties or assets to either Borrower or any Subsidiary or (cd) in the case of any Subsidiary Guarantor, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, that is or would be required hereunder acquired (other than with respect to be Collateral securing the obligations of the Borrower and the Subsidiary Guarantors assets subject to consensual liens permitted under the Financing DocumentsSection 5.09); provided that the foregoing shall not prohibit any such prohibition or limitation contained in:
apply to (i) provisions restricting assignment of any document relating to Indebtedness secured by a Lien permitted by Section 7.02lease or other contract, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness;
(ii) any operating lease or Capital Leaserestrictions imposed by applicable law, insofar as the provisions thereof limit grants of a Security Interest in, or other assignments of, the related leasehold interest to any other Person; and
(iii) if restrictions under any agreement relating to any property, asset or business acquired by any MGM/Orion Company, which restrictions existed at the time of acquisition, (iv restrictions with respect solely to a Person becomes Subsidiary or a Restricted Subsidiary after Borrower imposed pursuant to a binding agreement (subject only to customary closing conditions and termination provisions) that has been entered into for the Closing sale or disposition of all or substantially all of the capital stock or assets to be sold of such Subsidiary, provided that such sale is permitted under Section 5.07(b) hereof, (v) customary restrictions on transfer of Collateral imposed on such Collateral in connection with Liens on such Collateral securing Debt, to the extent such Liens are permitted under Section 5.09 hereof, (vi restrictions in effect on the Original Effective Date contained in agreements governing Debt of Foreign Subsidiaries outstanding on the Original Effective Date, any agreement that is binding on such Person and was not entered into (vi restrictions ("NEW RESTRICTIONS") set forth in contemplation replacements of its becoming a Restricted Subsidiary, insofar as such agreement limits such Person’s ability to take any action agreements or instruments ("REPLACED AGREEMENTS") containing restrictions described in clause clauses (a), (biii) or (c) of this Section, vi); provided that either:
(1) such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; or
(2) not New Restrictions are no more restrictive in any material respect than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributable, the restrictions set forth in the aggregate, relevant Replaced Agreement and do not apply to Persons that become Restricted Subsidiaries after the Closing Date and remain subject to such limitations more than 60 days after becoming Restricted Subsidiariesany additional property or assets.
Appears in 1 contract
Limitation on Restrictions Affecting Subsidiaries. The Neither the Borrower shall not, and shall not permit nor any Restricted Subsidiary to, of its Subsidiaries will enter into, or suffer to exist, any agreement (with any Person, other than this Agreement or the Financing other Loan Documents, the documents governing the Term Loan Facility and any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations) which prohibits or limits the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions to, or pay any Indebtedness Debt owed to to, the Borrower or any other Restricted Subsidiary; , (b) make loans or advances to the Borrower or any other Restricted Subsidiary, (c) transfer any of its properties or assets to the Borrower or any Subsidiary or (cd) in the case of any Subsidiary Guarantor, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquiredacquired (other than, that is in the case of clause (c) or would be required hereunder (d) above, with respect to be Collateral securing the obligations of the Borrower and the Subsidiary Guarantors assets subject to consensual Liens permitted under the Financing DocumentsSection 5.09); provided that the foregoing shall not prohibit any such prohibition or limitation contained in:
apply to (i) restrictions existing under or by reason of applicable law, (ii) customary provisions restricting subletting or assignment of any document relating to Indebtedness secured lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iii) customary provisions restricting assignment of any licensing agreement entered into by a Lien the Borrower or any Subsidiary of the Borrower in the ordinary course of business, (iv) restrictions in effect on the date of this Agreement contained in the New Senior Subordinated Notes Indenture, the Existing 9 1/4% Senior Subordinated Notes Indenture, the Existing 11 1/4% Senior Subordinated Notes Indenture, or any other Debt existing on the Effective Date (and any replacement or refinancing of the foregoing so long as (x) such refinancing is permitted by Section 7.025.10, insofar as (y) the provisions principal amount of such refinancing Debt does not exceed the principal amount of the Debt being refinanced (except for the amount of any premium required to be paid pursuant to the terms of such Debt, plus expenses reasonably incurred by the issuer of such Debt, in connection with such replacement or refinancing) and (z) such restrictions are no more restrictive than those relating to the Debt being refinanced), (v) restrictions applicable to an acquired entity or its assets in effect at the acquisition thereof limit grants of junior liens on by the assets securing such Indebtedness;
Borrower or a Subsidiary and not incurred (iior modified) any operating lease or Capital Lease, insofar as the provisions thereof limit grants of a Security Interest in, or other assignments of, the related leasehold interest to any other Person; and
(iii) if a Person becomes a Restricted Subsidiary after the Closing Date, any agreement that is binding on such Person and was not entered into in contemplation of its becoming a Restricted Subsidiary, insofar as such agreement limits such Person’s ability to take any action described in clause (a)acquisition, (bvi) restrictions in any agreement or instrument evidencing Debt permitted by Section 5.10(f) or 5.10 (cg) and (vii) customary provisions contained in an agreement which has been entered into for the sale or disposition of this Section, provided that either:
(1) all or substantially all of the capital stock or assets of any Subsidiary to the extent such limitation sale is terminated within 60 days after such Person becomes a Restricted Subsidiary; or
(2) not more than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributable, in the aggregate, permitted pursuant to Persons that become Restricted Subsidiaries after the Closing Date and remain subject to such limitations more than 60 days after becoming Restricted SubsidiariesSection 5.07.
Appears in 1 contract
Samples: Credit Agreement (Tekni Plex Inc)
Limitation on Restrictions Affecting Subsidiaries. The Neither the Borrower shall not, and shall not permit nor any Restricted Subsidiary to, of its Subsidiaries will enter into, or suffer to exist, any agreement (other than the Financing Documents, the documents governing the Term Loan Facility and with any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations) Person which prohibits or limits the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions or pay any Indebtedness Debt owed to the Borrower or any other Restricted Subsidiary; , (b) make loans or advances to the Borrower or any other Restricted Subsidiary or Subsidiary, (c) in transfer any of its properties or assets to the case of Borrower or any Subsidiary GuarantorSubsidiary, (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, that is or would be required hereunder to be Collateral securing the obligations (e) Guarantee any Debt of the Borrower and the or another Subsidiary Guarantors under the Financing Documentsor (f) suffer to exist any Lien on capital stock or other equity interests issued by it; provided that the foregoing following shall not prohibit any such prohibition or limitation contained in:
be permitted: (i) any document relating the Loan Documents, (ii) the agreements governing the Existing Debt as in effect on the Closing Date, (iii) agreements between a JV Subsidiary and another partner or member of the Borrower Joint Venture of which such JV Subsidiary is a partner or member so long as the limitations imposed thereby are not materially more restrictive than those contained in agreements set forth in Schedule 5.20; (iv) agreements with respect to Indebtedness Debt secured by a Lien Liens permitted by under Section 7.02, insofar as 5.09(b) - (e) containing restrictions on the provisions thereof limit grants of junior liens ability to transfer or grant Liens on the assets securing such Indebtedness;
Debt; (iiv) any operating lease or Capital Leasecustomary restrictions contained in stock purchase agreements, insofar asset sale agreements limiting the transfer of assets pending the closing of the sale and customary non-assignment provisions in leases and other contracts entered into in the ordinary course of business; (vi) the PBGC Settlement Agreement in the form proposed as the provisions thereof limit grants of a Security Interest in, or other assignments of, the related leasehold interest to any other Person; and
(iii) if a Person becomes a Restricted Subsidiary after the Closing Date, any agreement that is binding on such Person and was not ; (vii) agreements entered into in contemplation of its becoming a Restricted Subsidiary, insofar as such agreement limits such Person’s ability to take any action connection with Debt Incurrences by the Borrower containing limitations no more restrictive than those contained in the instruments governing the Debt described in clause clauses (a)i) - (iv) of the definition of Existing Borrower Debt as in effect on the Closing Date; (viii) restrictions existing on the Closing Date on POSM and any Subsidiary whose only significant assets are partnership interests in POSM and (ix) from and after the Mandatory Prepayment Release Date, agreements entered into in connection with the refinancing of Existing Debt containing limitations no more restrictive than the Existing Debt refinanced thereby as in effect on the Closing Date or, in the case of any Debt incurred by the Borrower to refinance Existing Debt, containing limitations no more restrictive than those contained in the instruments governing the Debt described in clauses (bi) or - (iv) of the definition of Existing Borrower Debt as in effect on the Closing Date; and provided further that (x) clauses (c) of this Section, provided that either:
and (1d) such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; or
above shall be inapplicable to any Foreign Subsidiary and (2y) not more than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributable, in the aggregate, to Persons that become Restricted Subsidiaries from and after the Closing Date and remain subject Mandatory Prepayment Release Date, clause (d) shall be inapplicable to such limitations more than 60 days after becoming Restricted Subsidiariesthe Borrower or any other Subsidiary.
Appears in 1 contract
Limitation on Restrictions Affecting Subsidiaries. The Neither the Borrower shall not, and shall not permit nor any Restricted Subsidiary to, of its Subsidiaries will enter into, or suffer to exist, any agreement (other than the Financing Documents, the documents governing the Term Loan Facility and with any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations) Person which prohibits or limits the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions or pay any Indebtedness Debt owed to the Borrower or any other Restricted Subsidiary; , (b) make loans or advances to the Borrower or any other Restricted Subsidiary or Subsidiary, (c) in transfer any of its properties or assets to the case of Borrower or any Subsidiary GuarantorSubsidiary, (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, (e) Guarantee any Debt of the Borrower or another Subsidiary or (f) suffer to exist any Lien on capital stock or other equity interests issued by it; provided that is or would the following shall be required hereunder to be Collateral securing permitted: (i) the obligations Loan Documents; (ii) the agreements governing (x) the Debt of the Borrower and its Subsidiaries outstanding on the Closing Date or (y) Securitization Transactions entered into by the Borrower and its Subsidiaries prior to the Closing Date, in each case as in effect on the Closing Date (the “Existing Restrictions”) and the agreements governing Debt or Securitization Transactions incurred or entered into after the Closing Date and containing limitations No Less Favorable than the Existing Restrictions; (iii) agreements between a JV Subsidiary Guarantors under and another partner or member of the Financing DocumentsBorrower Joint Venture of which such JV Subsidiary is a partner or member so long as the limitations imposed thereby are not materially more restrictive than those contained in agreements set forth in Schedule 5.17; provided that the foregoing shall not prohibit any such prohibition or limitation contained in:
(iiv) any document relating agreements with respect to Indebtedness Debt secured by a Lien Liens permitted by under Section 7.02, insofar as 5.09(b) through (e) containing restrictions on the provisions thereof limit grants of junior liens ability to transfer or grant Liens on the assets securing such Indebtedness;
Debt; (iiv) any operating lease customary restrictions contained in stock purchase agreements, asset sale agreements limiting the transfer of assets pending the closing of the sale and customary non-assignment provisions in leases and other contracts entered into in the ordinary course of business; (vi) the PBGC Settlement Agreement; (vii) agreements entered into in connection with Debt Incurrences by the Borrower containing limitations No Less Favorable than those contained in the instruments governing the Senior Notes or Capital Lease, insofar the Senior Subordinated Notes as the provisions thereof limit grants of a Security Interest in, or other assignments of, the related leasehold interest to any other Person; and
(iii) if a Person becomes a Restricted Subsidiary after in effect on the Closing Date; (viii) restrictions existing on the Closing Date on POSM and any Subsidiary whose only significant assets are partnership interests in POSM; and (ix) customary limitations on the activities of a Special Purpose Subsidiary; and (x) agreements between the Borrower or a non-wholly owned Subject Assets Transferee and the Acquiring Person (or an affiliate thereof) of an interest in such non-wholly owned Subject Assets Transferee so long as the limitations imposed thereby are not materially more restrictive than those contained in the agreements set forth in Schedule 5.17; and provided further that (x) clauses (c) and (d) above shall be inapplicable to any Foreign Subsidiary or other Subsidiary conducting substantially all its operations outside the United States, any agreement that is binding on such Person and was not entered into in contemplation of its becoming a Restricted Subsidiary, insofar as such agreement limits such Person’s ability to take any action described in clause (ay) clauses (c), (bd) or and (ce) of this Section, provided that either:
shall be inapplicable to any Subject Assets Transferee and (1z) such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; or
(2) not more than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributable, in the aggregate, to Persons that become Restricted Subsidiaries from and after the Closing Date and remain subject Investment Grade Date, clause (d) shall be inapplicable to such limitations more than 60 days after becoming Restricted Subsidiariesthe Borrower or any other Subsidiary.
Appears in 1 contract
Limitation on Restrictions Affecting Subsidiaries. The Neither the Borrower shall not, and shall not permit nor any Restricted Subsidiary to, of its Subsidiaries will enter into, or suffer to exist, any agreement (other than the Financing Documents, the documents governing the Term Loan Facility and with any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations) Person which prohibits or limits the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions or pay any Indebtedness Debt owed to the Borrower or any other Restricted Subsidiary; , (b) make loans or advances to the Borrower or any other Restricted Subsidiary or Subsidiary, (c) in transfer any of its properties or assets to the case of Borrower or any Subsidiary GuarantorSubsidiary, (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, that is or would be required hereunder to be Collateral securing the obligations (e) Guarantee any Debt of the Borrower and the or another Subsidiary Guarantors under the Financing Documentsor (f) suffer to exist any Lien on capital stock or other equity interests issued by it; provided that the foregoing following shall not prohibit any such prohibition or limitation contained in:
be permitted: (i) any document relating the Loan Documents; (ii) the agreements governing the Existing Debt as in effect on the Restatement Date; (iii) agreements between a JV Subsidiary and another partner or member of the Borrower Joint Venture of which such JV Subsidiary is a partner or member so long as the limitations imposed thereby are not materially more restrictive than those contained in agreements set forth in Schedule 5.20; (iv) agreements with respect to Indebtedness Debt secured by a Lien Liens permitted by under Section 7.02, insofar as 5.09(b) - (e) containing restrictions on the provisions thereof limit grants of junior liens ability to transfer or grant Liens on the assets securing such Indebtedness;
Debt; (iiv) any operating lease or Capital Leasecustomary restrictions contained in stock purchase agreements, insofar as asset sale agreements limiting the transfer of assets pending the closing of the sale and customary non-assignment provisions thereof limit grants of a Security Interest in, or in leases and other assignments of, the related leasehold interest to any other Person; and
(iii) if a Person becomes a Restricted Subsidiary after the Closing Date, any agreement that is binding on such Person and was not contracts entered into in contemplation the ordinary course of its becoming a Restricted Subsidiary, insofar as such agreement limits such Person’s ability to take any action business; (vi) the PBGC Settlement Agreement; (vii) agreements entered into in connection with Debt Incurrences by the Borrower containing limitations no more restrictive than those contained in the instruments governing (x) the Debt described in clause clauses (ai) - (iv) of the definition of Existing Borrower Debt as in effect on the Restatement Date or (y) the Senior Notes or the Senior Subordinated Notes as in effect on the Restatement Date; (viii) restrictions existing on the Closing Date on POSM and any Subsidiary whose only significant assets are partnership interests in POSM; (ix) customary limitations on the activities of a Special Purpose Subsidiary; and (x) agreements between the Borrower or a non-wholly owned Subject Assets Transferee and the Acquiring Person (or an affiliate thereof) of an interest in such non-wholly owned Subject Assets Transferee so long as the limitations imposed thereby are not materially more restrictive than those contained in the agreements set forth in Schedule 5.20; and provided further that (x) clauses (c) and (d) above shall be inapplicable to any Foreign Subsidiary or other Subsidiary conducting substantially all its operations outside the United States, (y) clauses (c), (bd) or and (ce) of this Section, provided that either:
shall be inapplicable to any Subject Assets Transferee and (1z) such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; or
(2) not more than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributable, in the aggregate, to Persons that become Restricted Subsidiaries from and after the Closing Date and remain subject Mandatory Prepayment Release Date, clause (d) shall be inapplicable to such limitations more than 60 days after becoming Restricted Subsidiariesthe Borrower or any other Subsidiary.
Appears in 1 contract
Limitation on Restrictions Affecting Subsidiaries. The Borrower shall ------------------------------------------------- will not, and shall will not permit any Restricted Subsidiary of the Borrower to, enter intodirectly, or indirectly, create or otherwise cause or suffer to exist, exist any agreement (other than the Financing Documents, the documents governing the Term Loan Facility and any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations) encumbrance or restriction which prohibits or limits the ability of any Restricted Subsidiary of the Borrower to (a) pay dividends or make any other distributions or pay any Indebtedness owed to the Borrower or any other Restricted Subsidiary; Subsidiary of the Borrower, (b) make loans or advances to the Borrower or any other Restricted Subsidiary or of the Borrower, (c) in transfer any of its properties or assets to the case of Borrower or any Subsidiary Guarantor, of the Borrower 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, that is other than encumbrances and restrictions arising under (i) applicable law, (ii) this Credit Agreement and the other Transaction Documents, (iii) Indebtedness permitted pursuant to Sections 8.3(c), (d), (f) and (l), (iv) customary provisions restricting subletting or would be required hereunder assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries, (v) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of the Borrower or any of its Subsidiaries, (vi) any agreement relating to be Collateral securing permitted Indebtedness incurred by a Subsidiary of the obligations Borrower prior to the date on which such Subsidiary was acquired by the Borrower or any other Subsidiary of the Borrower and outstanding on such acquisition date, (vii) the Subsidiary Guarantors extension or continuation of contractual obligations in existence on the date hereof, provided that any such encumbrances or -------- restrictions contained in such continuation are no less favorable to the Lenders than those encumbrances and restrictions under or pursuant to the contractual obligations continued hereby, and (viii) restrictions imposed under the Financing Documents; provided that the foregoing shall not prohibit any such prohibition or limitation contained in:
(i) any document agreements relating to Indebtedness secured by a Lien permitted by under Section 7.028.3(b), insofar as provided -------- that such restrictions apply only to the provisions thereof limit grants of junior liens on the assets securing property giving rise to such Indebtedness;
(ii) any operating lease or Capital Lease, insofar as the provisions thereof limit grants of a Security Interest in, or other assignments of, the related leasehold interest to any other Person; and
(iii) if a Person becomes a Restricted Subsidiary after the Closing Date, any agreement that is binding on such Person and was not entered into in contemplation of its becoming a Restricted Subsidiary, insofar as such agreement limits such Person’s ability to take any action described in clause (a), (b) or (c) of this Section, provided that either:
(1) such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; or
(2) not more than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributable, in the aggregate, to Persons that become Restricted Subsidiaries after the Closing Date and remain subject to such limitations more than 60 days after becoming Restricted Subsidiaries.
Appears in 1 contract
Limitation on Restrictions Affecting Subsidiaries. The Each of Holdings and the Borrower shall will not, and shall will not permit any Restricted Subsidiary of their respective Subsidiaries to, enter intodirectly or indirectly, create or otherwise cause or suffer to exist, exist any agreement (other than the Financing Documents, the documents governing the Term Loan Facility and any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations) encumbrance or restriction which prohibits or limits the ability of the Borrower or any Restricted Subsidiary of Holdings or the Borrower to (a) pay dividends or make any other distributions or pay any Indebtedness owed to Holdings, the Borrower or any other Restricted Subsidiary; of their respective Subsidiaries, (b) make loans or advances to Holdings, the Borrower or any other Restricted Subsidiary or of their respective Subsidiaries, (c) in transfer any of its properties or assets to Holdings, the case Borrower or any of any Subsidiary Guarantor, their respective Subsidiaries 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, that is other than encumbrances and restrictions arising under (i) applicable law, (ii) this Credit Agreement and the other Credit Documents, (iii) Indebtedness permitted pursuant to Sections 8.3(c), (d), (h), (i) (as to the relevant Non-Canadian Foreign Subsidiary only), (l) and (n), (iv) customary provisions restricting subletting or would be required hereunder assignment of any lease governing a leasehold interest of Holdings, the Borrower or any of their respective Subsidiaries, (v) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of Holdings, the Borrower or any of their respective Subsidiaries, (vi) any agreement relating to be Collateral securing the obligations Indebtedness incurred by a Subsidiary of the Borrower prior to the date on which such Subsidiary was acquired by the Borrower and outstanding on such acquisition date, (vii) the Subsidiary Guarantors extension or continuation of contractual obligations in existence on the date hereof, provided that any such encumbrances or restrictions contained in such continuation are no less favorable to the Lenders, than those encumbrances and restrictions under or pursuant to the contractual obligations continued hereby, (viii) restrictions imposed under the Financing Documents; provided that the foregoing shall not prohibit any such prohibition or limitation contained in:
(i) any document agreements relating to Indebtedness secured by a Lien permitted by under Section 7.028.3(b), insofar provided that such restrictions apply only to the property securing such Indebtedness as the provisions thereof limit grants of junior liens permitted hereunder and (ix) restrictions imposed on the assets securing transfer of rights under contracts related to sales of Leases or conditional sales made pursuant to
Section 8.1 (l) so long as any guarantees of such Indebtedness;
Leases do not exceed the dollar limitations contained in clause (ii) any operating lease or Capital Lease, insofar as of the provisions thereof limit grants of a Security Interest in, or other assignments of, the related leasehold interest to any other Person; and
(iii) if a Person becomes a Restricted Subsidiary after the Closing Date, any agreement that is binding on proviso contained in such Person and was not entered into in contemplation of its becoming a Restricted Subsidiary, insofar as such agreement limits such Person’s ability to take any action described in clause (aSection 8.1(l), (b) or (c) of this Section, provided that either:
(1) such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; or
(2) not more than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributable, in the aggregate, to Persons that become Restricted Subsidiaries after the Closing Date and remain subject to such limitations more than 60 days after becoming Restricted Subsidiaries.
Appears in 1 contract
Samples: Credit Agreement (Williams Scotsman International Inc)
Limitation on Restrictions Affecting Subsidiaries. The Borrower Borrowers shall not, and shall not permit any Restricted Subsidiary todirectly, enter intoor indirectly, create or otherwise cause or suffer to exist, exist any agreement (other than the Financing Documents, the documents governing the Term Loan Facility and any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations) encumbrance or restriction which prohibits or limits the ability of any Restricted Subsidiary subsidiary of any Borrower to (a) pay dividends or make any other distributions or pay any Indebtedness owed to the any Borrower or any other Restricted Subsidiarysubsidiary of Borrower; (b) make loans or advances to the any Borrower or any other Restricted Subsidiary or subsidiary of any Borrower, (c) in the case transfer any of its properties or assets to any Borrower or any subsidiary of any Subsidiary Guarantor, Borrower; 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, that is or would be required hereunder to be Collateral securing the obligations of the Borrower other than encumbrances and the Subsidiary Guarantors restrictions arising under the Financing Documents; provided that the foregoing shall not prohibit any such prohibition or limitation contained in:
(i) any document relating to Indebtedness secured by a Lien permitted by Section 7.02applicable law, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness;
(ii) any operating lease or Capital Leasethis Agreement, insofar as the provisions thereof limit grants of a Security Interest in, or other assignments of, the related leasehold interest to any other Person; and
(iii) if customary provisions restricting subletting or assignment of any lease governing a Person becomes leasehold interest of any Borrower or any of its subsidiaries, (iv) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of any Borrower or its subsidiary, (v) any agreement relating to permitted Indebtedness incurred by a Restricted Subsidiary after subsidiary of any Borrower prior to the Closing Datedate on which such subsidiary was acquired by such Borrower and outstanding on such acquisition date, and (vi) the extension or continuation of contractual obligations in existence on the date hereof; provided, that, any agreement that is binding on such Person encumbrances or restrictions contained in such extension or continuation are no less favorable to Lender than those encumbrances and was not entered into in contemplation of its becoming a Restricted Subsidiary, insofar as such agreement limits such Person’s ability restrictions under or pursuant to take any action described in clause (a), (b) the contractual obligations so extended or (c) of this Section, provided that either:
(1) such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; or
(2) not more than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributable, in the aggregate, to Persons that become Restricted Subsidiaries after the Closing Date and remain subject to such limitations more than 60 days after becoming Restricted Subsidiariescontinued."
Appears in 1 contract
Limitation on Restrictions Affecting Subsidiaries. The Borrower shall not, and shall not permit any Restricted Subsidiary to, enter into, or suffer to exist, any agreement (other than the Financing Documents, the documents governing the Term Loan ABL Facility Documents and any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset ObligationsAgreements) which prohibits or limits the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions or pay any Indebtedness owed to the Borrower or any other Restricted Subsidiary; (b) make loans or advances to the Borrower or any other Restricted Subsidiary or (c) in the case of any Subsidiary Guarantor, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, that is or would be required hereunder to be Collateral securing the obligations of the Borrower and the Subsidiary Guarantors under the Financing Documents; provided that the foregoing shall not prohibit any such prohibition or limitation contained in:
(i) any document relating to Indebtedness secured by a Lien permitted by Section 7.02, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness;
(ii) any operating lease or Capital Lease, insofar as the provisions thereof limit grants of a Security Interest in, or other assignments of, the related leasehold interest to any other Person; and
(iii) if a Person becomes a Restricted Subsidiary after the Closing Date, any agreement that is binding on such Person and was not entered into in contemplation of its becoming a Restricted Subsidiary, insofar as such agreement limits such Person’s ability to take any action described in clause (a), (b) or (c) of this Section, provided that either:
(1) such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; or
(2) not more than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributable, in the aggregate, to Persons that become Restricted Re stricted Subsidiaries after the Closing Date and remain subject to such limitations more than 60 days after becoming Restricted Subsidiaries.
Appears in 1 contract
Limitation on Restrictions Affecting Subsidiaries. The Neither the Borrower shall not, and shall not permit nor any Restricted Subsidiary to, of its Subsidiaries (other than any Single Purpose Subsidiary) will enter into, or suffer to exist, any agreement (with any Person, other than the Financing Documentsthis Agreement, the documents governing the Term Loan Facility and any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations) which prohibits or limits the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions or pay any Indebtedness Debt owed to the Borrower or any other Restricted Subsidiary; , (b) make loans or advances to the Borrower or any other Restricted Subsidiary, (c) transfer any of its properties or assets to Borrower or any Subsidiary or (cd) in the case of any Subsidiary Guarantor, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, that is or would be required hereunder acquired (other than with respect to be Collateral securing the obligations of the Borrower and the Subsidiary Guarantors assets subject to consensual liens permitted under the Financing DocumentsSection 5.09); provided that the foregoing shall not prohibit any such prohibition or limitation contained in:
apply to (i) provisions restricting assignment of any document lease or other contract, (ii restrictions imposed by applicable law, (ii restrictions under any agreement relating to Indebtedness secured any property, asset or business acquired by the Borrower or any of its Subsidiaries, which restrictions existed at the time of acquisition, (iv restrictions with respect solely to a Lien Subsidiary or the Borrower imposed pursuant to a binding agreement (subject only to customary closing conditions and termination provisions) that has been entered into for the sale or disposition of all or substantially all of the capital stock or assets to be sold of such Subsidiary, provided that such sale is permitted by under Section 7.025.07(b) hereof, insofar as (v) customary restrictions on transfer of Collateral imposed on such Collateral in connection with Liens on such Collateral securing Debt, to the provisions thereof limit grants of junior liens extent such Liens are permitted under Section 5.09 hereof , (vi restrictions in effect on the assets securing such Indebtedness;
date of this Agreement contained in agreements governing Debt of Foreign Subsidiaries outstanding on the date of this Agreement, and (iivi restrictions ("New Restrictions") any operating lease set forth in replacements of agreements or Capital Lease, insofar as the provisions thereof limit grants of a Security Interest in, or other assignments of, the related leasehold interest to any other Person; and
instruments ("Replaced Agreements") containing restrictions described in clauses (iii) if a Person becomes a Restricted Subsidiary after the Closing Date, any agreement that is binding on such Person and was not entered into in contemplation of its becoming a Restricted Subsidiary, insofar as such agreement limits such Person’s ability to take any action described in clause (a), (b) or (c) of this Section, vi); provided that either:
(1) such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; or
(2) not New Restrictions are no more restrictive in any material respect than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributable, the restrictions set forth in the aggregate, relevant Replaced Agreement and do not apply to Persons that become Restricted Subsidiaries after the Closing Date and remain subject to such limitations more than 60 days after becoming Restricted Subsidiariesany additional property or assets.
Appears in 1 contract
Limitation on Restrictions Affecting Subsidiaries. The Borrower shall not, and shall not permit any Restricted Subsidiary to, No Vencor Company will enter into, or suffer to exist, any agreement (other than the Financing Documents, the documents governing the Term Loan Facility and any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations) which prohibits or limits the ability of any Restricted Subsidiary of the Borrower (except an Insurance Subsidiary) to (ai) pay dividends or make any other distributions or pay any Indebtedness Debt owed to the Borrower or any other Restricted Subsidiary; Vencor Company, (bii) make loans or advances to the Borrower or any other Restricted Subsidiary Vencor Company or (ciii) in the case of any Subsidiary Guarantor, create, incur, assume or suffer to exist 100 any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, that is or would be required hereunder to be Collateral securing secure the obligations of the Borrower and the Subsidiary Guarantors any Vencor Company under the any Financing DocumentsDocument; provided that the foregoing shall not prohibit any such prohibition or limitation contained in:
(ia) the Xxxxx Guarantee Reimbursement Agreement, insofar as the provisions thereof in effect immediately before the Closing Date limit grants to other Persons of Liens on assets of any Vencor Company that was formerly a Subsidiary of The Hillhaven Corporation;
(b) any document relating to Indebtedness Debt secured by a Lien permitted by Section 7.027.04, insofar as the provisions thereof limit grants of junior liens on the assets securing such IndebtednessDebt;
(iic) any operating lease or Capital Leasecapital lease, insofar as the provisions thereof limit grants of a Security Interest security interest in, or other assignments of, the related leasehold interest to any other Person; and
(iiid) if a Person becomes a Restricted Subsidiary of Vencor after the Closing Datedate hereof, any agreement that is binding on such Person and was not entered into in contemplation of its becoming a Restricted SubsidiarySubsidiary of Vencor, insofar as such agreement limits such Person’s 's ability to take any action described in clause (ai), (bii) or (ciii) of this Section, provided that either:
(1) such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; Subsidiary of Vencor or
(2) not more than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributable, in the aggregate, to Persons that become Restricted Subsidiaries of Vencor after the Closing Date date hereof and remain subject to such limitations more than 60 days after becoming Restricted SubsidiariesSubsidiaries of Vencor.
Appears in 1 contract
Samples: Credit Agreement (Vencor Inc)
Limitation on Restrictions Affecting Subsidiaries. The Each of Holdings and the Borrower shall will not, and shall will not permit any Restricted Subsidiary of their respective Subsidiaries to, enter intodirectly or indirectly, create or otherwise cause or suffer to exist, exist any agreement (other than the Financing Documents, the documents governing the Term Loan Facility and any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations) encumbrance or restriction which prohibits or limits the ability of the Borrower or any Restricted Subsidiary of Holdings or the Borrower to (a) pay dividends or make any other distributions or pay any Indebtedness owed to Holdings, the Borrower or any other Restricted Subsidiary; of their respective Subsidiaries, (b) make loans or advances to Holdings, the Borrower or any other Restricted Subsidiary or of their respective Subsidiaries, (c) in transfer any of its properties or assets to Holdings, the case Borrower or any of any Subsidiary Guarantor, their respective Subsidiaries 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, that is other than encumbrances and restrictions arising under (i) applicable law, (ii) this Credit Agreement and the other Credit Documents, (iii) Indebtedness permitted pursuant to Sections 8.3(c), (d) and (i), (iv) customary provisions restricting subletting or would be required hereunder assignment of any lease governing a leasehold interest of Holdings, the Borrower or any of their respective Subsidiaries, (v) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of Holdings, the Borrower or any of their respective Subsidiaries, (vi) any agreement relating to be Collateral securing the obligations Indebtedness incurred by a Subsidiary of the Borrower prior to the date on which such Subsidiary was acquired by the Borrower and outstanding on such acquisition date, (vii) the Subsidiary Guarantors extension or continuation of contractual obligations in existence on the date hereof, PROVIDED that any such encumbrances or restrictions contained in such continuation are no less favorable to the Lenders, than those encumbrances and restrictions under or pursuant to the contractual obligations continued hereby, (viii) restrictions imposed under the Financing Documents; provided that the foregoing shall not prohibit any such prohibition or limitation contained in:
(i) any document agreements relating to Indebtedness secured by a Lien permitted by under Section 7.028.3(b), insofar PROVIDED that such restrictions apply only to the property securing such Indebtedness as the provisions thereof limit grants of junior liens permitted hereunder and (ix) restrictions imposed on the assets securing transfer of rights under contracts related to sales of Leases or conditional sales made pursuant to Section 8.1(l) so long as any guarantees of such Indebtedness;
Leases do not exceed the dollar limitations contained in clause (ii) any operating lease or Capital Lease, insofar as of the provisions thereof limit grants of a Security Interest in, or other assignments of, the related leasehold interest to any other Person; and
(iii) if a Person becomes a Restricted Subsidiary after the Closing Date, any agreement that is binding on proviso contained in such Person and was not entered into in contemplation of its becoming a Restricted Subsidiary, insofar as such agreement limits such Person’s ability to take any action described in clause (aSection 8.1(l), (b) or (c) of this Section, provided that either:
(1) such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; or
(2) not more than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributable, in the aggregate, to Persons that become Restricted Subsidiaries after the Closing Date and remain subject to such limitations more than 60 days after becoming Restricted Subsidiaries.
Appears in 1 contract
Limitation on Restrictions Affecting Subsidiaries. The Neither the Borrower shall not, and shall not permit nor any Restricted Subsidiary to, of its Subsidiaries will enter into, or suffer to exist, any agreement (other than the Financing Documents, the documents governing the Term Loan Facility and with any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations) Person which prohibits or limits the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions or pay any Indebtedness Debt owed to the Borrower or any other Restricted Subsidiary; , (b) make loans or advances to the Borrower or any other Restricted Subsidiary or Subsidiary, (c) in transfer any of its properties or assets to the case of Borrower or any Subsidiary GuarantorSubsidiary, (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, that is or would be required hereunder to be Collateral securing the obligations (e) Guarantee any Debt of the Borrower and the or another Subsidiary Guarantors under the Financing Documentsor (f) suffer to exist any Lien on capital stock or other equity interests issued by it; provided that the foregoing following shall not prohibit any such prohibition or limitation contained in:
be permitted: (i) any document relating the Loan Documents, (ii) the agreements governing the Existing Debt as in effect on the Closing Date, (iii) agreements between a JV Subsidiary and another partner or member of the Borrower Joint Venture of which such JV Subsidiary is a partner or member so long as the limitations imposed thereby are not materially more restrictive than those contained in agreements set forth in Schedule 5.20; (iv) agreements with respect to Indebtedness Debt secured by a Lien Liens permitted by under Section 7.02, insofar as 5.09(b)-(e) containing restrictions on the provisions thereof limit grants of junior liens ability to transfer or grant Liens on the assets securing such Indebtedness;
Debt; (iiv) any operating lease or Capital Leasecustomary restrictions contained in stock purchase agreements, insofar asset sale agreements limiting the transfer of assets pending the closing of the sale and customary non-assignment provisions in leases and other contracts entered into in the ordinary course of business; (vi) the PBGC Settlement Agreement in the form proposed as the provisions thereof limit grants of a Security Interest in, or other assignments of, the related leasehold interest to any other Person; and
(iii) if a Person becomes a Restricted Subsidiary after the Closing Date, any agreement that is binding on such Person and was not ; (vii) agreements entered into in contemplation of its becoming a Restricted Subsidiary, insofar as such agreement limits such Person’s ability to take any action connection with Debt Incurrences by the Borrower containing limitations no more restrictive than those contained in the instruments governing the Debt described in clause clauses (a)i)-(iv) of the definition of Existing Borrower Debt as in effect on the Closing Date; and (viii) from and after the Mandatory Prepayment Release Date, agreements entered into in connection with the refinancing of Existing Debt containing limitations no more restrictive than the Existing Debt refinanced thereby as in effect on the Closing Date or, in the case of any Debt incurred by the Borrower to refinance Existing Debt, containing limitations no more restrictive than those contained in the instruments governing the Debt described in clauses (bi) or - (iv) of the definition of Existing Borrower Debt as in effect on the Closing Date; and provided further that (x) clauses (c) of this Section, provided that either:
and (1d) such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; or
above shall be inapplicable to any Foreign Subsidiary and (2y) not more than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributable, in the aggregate, to Persons that become Restricted Subsidiaries from and after the Closing Date and remain subject Mandatory Prepayment Release Date, clause (d) shall be inapplicable to such limitations more than 60 days after becoming Restricted Subsidiariesthe Borrower or any other Subsidiary.
Appears in 1 contract
Limitation on Restrictions Affecting Subsidiaries. The Neither the Borrower nor any of its Subsidiaries shall not, and shall not permit any Restricted Subsidiary to, enter into, or suffer to exist, any agreement (with any Person, other than this Agreement or the Financing other Loan Documents, the documents governing the Term Loan Facility and any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations) which prohibits or limits the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions to, or pay any Indebtedness owed to to, the Borrower or any other Restricted Subsidiary; , (b) make loans or advances to the Borrower or any other Restricted Subsidiary, (c) transfer any of its properties or assets to the Borrower or any Subsidiary or (cd) in the case of any Subsidiary Guarantor, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquiredacquired (other than, that is in the case of clause (c) or would be required hereunder (d) above, with respect to be Collateral securing the obligations of the Borrower and the Subsidiary Guarantors assets subject to consensual Liens permitted under the Financing DocumentsSection 6.1); provided provided, however, that the foregoing shall not prohibit any such prohibition or limitation contained in:
apply to (i) any document relating to Indebtedness secured restrictions existing under or by a Lien permitted by Section 7.02reason of applicable law, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness;
(ii) customary provisions restricting subletting or assignment of any operating lease or Capital Lease, insofar as the provisions thereof limit grants of governing a Security Interest in, or other assignments of, the related leasehold interest to any other Person; and
of the Borrower or a Subsidiary of the Borrower, (iii) if a Person becomes a Restricted Subsidiary after the Closing Date, customary provisions restricting assignment of any licensing agreement that is binding on such Person and was not entered into by the Borrower or any Subsidiary of the Borrower in the ordinary course of business, (iv) restrictions in effect on the date of this Agreement contained in the New Senior Secured Note Indenture, the Existing Senior Subordinated Notes Indenture, or the Existing Senior Secured Note Indenture, as the case may be, or in any Permitted Refinancing thereof, (v) restrictions applicable to an acquired entity or its assets in effect at the acquisition thereof by the Borrower or a Subsidiary and not incurred (or modified) in contemplation of its becoming a Restricted Subsidiarysuch acquisition, insofar as and (vi) customary provisions contained in an agreement which has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of any Subsidiary to the extent such agreement limits such Person’s ability sale is permitted pursuant to take any action described in clause (a), (b) or (c) of this Section, provided that either:
(1) such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; or
(2) not more than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributable, in the aggregate, to Persons that become Restricted Subsidiaries after the Closing Date and remain subject to such limitations more than 60 days after becoming Restricted SubsidiariesSection 6.4.
Appears in 1 contract
Samples: Credit Agreement (Tekni Plex Inc)
Limitation on Restrictions Affecting Subsidiaries. The Borrower shall ------------------------------------------------- will not, and shall will not permit any Restricted Subsidiary of the Borrower to, enter intodirectly, or indirectly, create or otherwise cause or suffer to exist, exist any agreement (other than the Financing Documents, the documents governing the Term Loan Facility and any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations) encumbrance or restriction which prohibits or limits the ability of any Restricted Subsidiary of the Borrower to (a) pay dividends or make any other distributions or pay any Indebtedness owed to the Borrower or any other Restricted Subsidiary; Subsidiary of the Borrower, (b) make loans or advances to the Borrower or any other Restricted Subsidiary or of the Borrower, (c) in transfer any of its properties or assets to the case of Borrower or any Subsidiary Guarantor, of the Borrower 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, that is other than encumbrances and restrictions arising under (i) applicable law, (ii) this Credit Agreement and the other Transaction Documents, (iii) Indebtedness permitted pursuant to Sections 8.3(c), (d), (f) and (l), (iv) customary provisions restricting subletting or would be required hereunder assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries, (v) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of the Borrower or any of its Subsidiaries, (vi) any agreement relating to be Collateral securing permitted Indebtedness incurred by a Subsidiary of the obligations Borrower prior to the date on which such Subsidiary was acquired by the Borrower or any other Subsidiary of the Borrower and outstanding on such acquisition date, (vii) the Subsidiary Guarantors extension or continuation of contractual obligations in existence on the date hereof, provided that any such encumbrances or restrictions contained in such -------- continuation are no less favorable to the Lenders than those encumbrances and restrictions under or pursuant to the contractual obligations continued hereby, and (viii) restrictions imposed under the Financing Documents; provided that the foregoing shall not prohibit any such prohibition or limitation contained in:
(i) any document agreements relating to Indebtedness secured by a Lien permitted by under Section 7.02, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness;
(ii) any operating lease or Capital Lease, insofar as the provisions thereof limit grants of a Security Interest in, or other assignments of, the related leasehold interest to any other Person; and
(iii) if a Person becomes a Restricted Subsidiary after the Closing Date, any agreement that is binding on such Person and was not entered into in contemplation of its becoming a Restricted Subsidiary, insofar as such agreement limits such Person’s ability to take any action described in clause (a8.3(b), (b) or (c) of this Section, provided that either:
(1) such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; or
(2) not more than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributable, in restrictions apply only to -------- the aggregate, to Persons that become Restricted Subsidiaries after the Closing Date and remain subject property giving rise to such limitations more than 60 days after becoming Restricted SubsidiariesIndebtedness.
Appears in 1 contract
Limitation on Restrictions Affecting Subsidiaries. The Borrower shall not, and shall not permit any Restricted Subsidiary to, enter into, or suffer to exist, any agreement (other than the Financing Documents, the documents governing the Term Loan Facility and any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations) which prohibits or limits the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions or pay any Indebtedness owed to the Borrower or any other Restricted Subsidiary; (b) make loans or advances to the Borrower or any other Restricted Subsidiary or (c) in the case of any Subsidiary Guarantor, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, that is or would be required hereunder to be Collateral securing the obligations of the Borrower and the Subsidiary Guarantors under the Financing Documents; provided that the foregoing shall not prohibit any such prohibition or limitation contained in:
(i) any document relating to Indebtedness secured by a Lien permitted by Section 7.02, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness;
(ii) any operating lease or Capital Lease, insofar as the provisions thereof limit grants of a Security Interest in, or other assignments of, the related leasehold interest to any other Person; and;
(iii) if a Person becomes a Restricted Subsidiary or is merged with or into the Borrower or any Restricted Subsidiary after the Closing Date, any agreement that is binding on such Person and was not entered into in contemplation of its becoming a Restricted Subsidiary, insofar as such agreement limits such Person’s ability to take any action described in clause (a), (b) or (c) of this Section, provided that either:
(1) such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; or
(2) such limitation is not more applicable to any Person, or the property or assets of any Person, other than 5% such Person and its Subsidiaries, or the property or assets of Consolidated EBITDAR for such Person and its Subsidiaries (including after-acquired property and assets).
(iv) the Financing Documents, the documents governing the ABL Facility and any period of four consecutive Fiscal Quarters is attributableExisting Affiliate Agreements and, in the aggregatecase of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to Persons be secured by the Collateral on a pari passu basis with the Secured Obligations;
(v) any amendment, restatement, modification, renewal, supplement, extension, refunding, replacement or refinancing of an agreement referred to in clauses (iii), (iv) or this clause (v) of this Section 7.05; provided, however, that become the encumbrances or restrictions contained in such amendment, restatement, modification, renewal, supplement, extension, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, not materially more restrictive, when taken as a whole, than the encumbrances and restrictions contained in any of the agreements or instruments referred to in clauses (iii), (iv) or this clause (v) of this Section 7.05 on the Fifth Amendment and Restatement Date, or the date such Restricted Subsidiaries after Subsidiary became a Restricted Subsidiary or was merged or consolidated with or into the Closing Date Borrower or a Restricted Subsidiary, whichever is applicable;
(vi) any customary provisions in joint venture agreements, partnership agreements, limited liability company agreements and remain subject other similar agreements, which, as determined in good faith by an officer of the Borrower, do not adversely affect the Borrower’s ability to such limitations more than 60 days after becoming Restricted Subsidiaries.make payments of principal or interest payments on the Loans when due;
Appears in 1 contract
Samples: Fifth Amendment and Restatement Agreement (Kindred Healthcare, Inc)
Limitation on Restrictions Affecting Subsidiaries. The Each of Holdings and the Borrower shall will not, and shall will not permit any Restricted Subsidiary of their respective Subsidiaries to, enter intodirectly or indirectly, create or otherwise cause or suffer to exist, exist any agreement (other than the Financing Documents, the documents governing the Term Loan Facility and any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations) encumbrance or restriction which prohibits or limits the ability of the Borrower or any Restricted Subsidiary of Holdings or the Borrower to (a) pay dividends or make any other distributions or pay any Indebtedness owed to Holdings, the Borrower or any other Restricted Subsidiary; of their respective Subsidiaries, (b) make loans or advances to Holdings, the Borrower or any other Restricted Subsidiary or of their respective Subsidiaries, (c) in transfer any of its properties or assets to Holdings, the case Borrower or any of any Subsidiary Guarantor, their respective Subsidiaries 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, that is other than encumbrances and restrictions arising under (i) applicable law, (ii) this Credit Agreement, the other Credit Documents and the Transaction Documents, (iii) Indebtedness permitted pursuant to Sections 8.3(c), (d), (h) and (i), (iv) customary provisions restricting subletting or would be required hereunder assignment of any lease governing a leasehold interest of Holdings, the Borrower or any of their respective Subsidiaries, (v) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of Holdings, the Borrower or any of their respective Subsidiaries, (vi) any agreement relating to be Collateral securing the obligations Indebtedness incurred by a Subsidiary of the Borrower prior to the date on which such Subsidiary was acquired by the Borrower and outstanding on such acquisition date, (vii) the Subsidiary Guarantors extension or continuation of contractual obligations in existence on the date hereof, PROVIDED that any such encumbrances or restrictions contained in such continuation are no less favorable to the Lenders than those encumbrances and restrictions under or pursuant to the contractual obligations continued hereby, and (viii) restrictions imposed under the Financing Documents; provided that the foregoing shall not prohibit any such prohibition or limitation contained in:
(i) any document agreements relating to Indebtedness secured by a Lien permitted by under Section 7.028.3(b), insofar as PROVIDED that such restrictions apply only to the provisions thereof limit grants of junior liens on the assets property securing such Indebtedness;
(ii) any operating lease or Capital Lease, insofar Indebtedness as the provisions thereof limit grants of a Security Interest in, or other assignments of, the related leasehold interest to any other Person; and
(iii) if a Person becomes a Restricted Subsidiary after the Closing Date, any agreement that is binding on such Person and was not entered into in contemplation of its becoming a Restricted Subsidiary, insofar as such agreement limits such Person’s ability to take any action described in clause (a), (b) or (c) of this Section, provided that either:
(1) such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; or
(2) not more than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributable, in the aggregate, to Persons that become Restricted Subsidiaries after the Closing Date and remain subject to such limitations more than 60 days after becoming Restricted Subsidiariespermitted hereunder.
Appears in 1 contract
Limitation on Restrictions Affecting Subsidiaries. The Each of Holdings and the Borrower shall will not, and shall will not permit any Restricted Subsidiary of their respective Subsidiaries to, enter intodirectly or indirectly, create or otherwise cause or suffer to exist, exist any agreement (other than the Financing Documents, the documents governing the Term Loan Facility and any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations) encumbrance or restriction which prohibits or limits the ability of the Borrower or any Restricted Subsidiary of Holdings or the Borrower to (a) pay dividends or make any other distributions or pay any Indebtedness owed to Holdings, the Borrower or any other Restricted Subsidiary; of their respective Subsidiaries, (b) make loans or advances to Holdings, the Borrower or any other Restricted Subsidiary or of their respective Subsidiaries, (c) in transfer any of its properties or assets to Holdings, the case Borrower or any of any Subsidiary Guarantor, their respective Subsidiaries 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, that is other than encumbrances and restrictions arising under (i) applicable law, (ii) this Credit Agreement and the other Credit Documents, (iii) Indebtedness permitted pursuant to Sections 8.3(c) and (d), (iv) customary provisions restricting subletting or would be required hereunder assignment of any lease governing a leasehold interest of Holdings, the Borrower or any of their respective Subsidiaries, (v) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of Holdings, the Borrower or any of their respective Subsidiaries, (vi) any agreement relating to be Collateral securing the obligations Indebtedness incurred by a Subsidiary of the Borrower (other than SMI and its Subsidiaries acquired pursuant to the Acquisition) prior to the date on which such Subsidiary Guarantors was acquired by the Borrower and outstanding on such acquisition date, (vii) the extension or continuation of contractual obligations in existence on the date hereof, provided that any such encumbrances or restrictions contained in such continuation are no less favorable to the Lenders than those encumbrances and restrictions under or pursuant to the contractual obligations continued hereby, and (viii) restrictions imposed under the Financing Documents; provided that the foregoing shall not prohibit any such prohibition or limitation contained in:
(i) any document agreements relating to Indebtedness secured by a Lien permitted by under Section 7.02, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness;
(ii) any operating lease or Capital Lease, insofar as the provisions thereof limit grants of a Security Interest in, or other assignments of, the related leasehold interest to any other Person; and
(iii) if a Person becomes a Restricted Subsidiary after the Closing Date, any agreement that is binding on such Person and was not entered into in contemplation of its becoming a Restricted Subsidiary, insofar as such agreement limits such Person’s ability to take any action described in clause (a8.3(b), (b) or (c) of this Section, provided that either:
(1) such limitation is terminated within 60 days after restrictions apply only to the property securing such Person becomes a Restricted Subsidiary; or
(2) not more than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributable, in the aggregate, to Persons that become Restricted Subsidiaries after the Closing Date and remain subject to such limitations more than 60 days after becoming Restricted SubsidiariesIndebtedness as permitted hereunder.
Appears in 1 contract
Limitation on Restrictions Affecting Subsidiaries. The Neither the Borrower shall not, and shall not permit nor any Restricted Subsidiary to, of its Subsidiaries will enter into, or suffer to exist, any agreement (with any Person, other than the Financing Documentsthis Agreement, the documents governing the Term Loan Facility and any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations) which prohibits or limits the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions or pay any Indebtedness Debt owed to the Borrower or any other Restricted Subsidiary; , (b) make loans or advances to the Borrower or any other Restricted Subsidiary, (c) transfer any of its properties or assets to Borrower or any Subsidiary or (cd) in the case of any Subsidiary Guarantor, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, that is or would be required hereunder acquired (other than with respect to be Collateral securing the obligations of the Borrower and the Subsidiary Guarantors assets subject to consensual liens permitted under the Financing DocumentsSection 5.09); provided that the foregoing shall not prohibit any such prohibition or limitation contained in:
apply to (i) provisions restricting assignment of any document relating to Indebtedness secured by a Lien permitted by Section 7.02lease or other contract, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness;
(ii) any operating lease or Capital Leaserestrictions imposed by applicable law, insofar as the provisions thereof limit grants of a Security Interest in, or other assignments of, the related leasehold interest to any other Person; and
(iii) if a Person becomes a Restricted Subsidiary after the Closing Date, restrictions under any agreement relating to any property, asset or business acquired by the Borrower or any of its Subsidiaries, which restrictions existed at the time of acquisition, (iv) restrictions with respect solely to a Subsidiary or the Borrower imposed pursuant to a binding agreement (subject only to customary closing conditions and termination provisions) that has been entered into for the sale or disposition of all or substantially all of the capital stock or assets to be sold of such Subsidiary, provided that such sale is binding permitted under Section 5.07(b) hereof, (v) customary restrictions on transfer of Collateral imposed on such Person Collateral in connection with Liens on such Collateral securing Debt, to the extent such Liens are permitted under Section 5.09 hereof, (vi) restrictions in effect on the date of this Agreement contained in agreements governing Debt of Foreign Subsidiaries outstanding on the date of this Agreement, and was not entered into (vii) restrictions ("New Restrictions") set forth in contemplation replacements of its becoming a Restricted Subsidiary, insofar as such agreement limits such Person’s ability to take any action agreements or instruments ("Replaced Agreements") containing restrictions described in clause clauses (a), (biii) or (c) of this Section, vi); provided that either:
(1) such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; or
(2) not New Restrictions are no more restrictive in any material respect than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributable, the restrictions set forth in the aggregate, relevant Replaced Agreement and do not apply to Persons that become Restricted Subsidiaries after the Closing Date and remain subject to such limitations more than 60 days after becoming Restricted Subsidiariesany additional property or assets.
Appears in 1 contract
Limitation on Restrictions Affecting Subsidiaries. The Borrower shall not, and shall not permit any Restricted Subsidiary to, enter into, or suffer to exist, Enter into any agreement (with any Person other than the Financing Documents, the documents governing the Term Loan Facility and any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations) Lenders pursuant hereto which prohibits or limits the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions or pay any Indebtedness owed to the Borrower or any other Restricted Subsidiary; , (b) make loans or advances to the Borrower or any other Restricted Subsidiary or (c) transfer any of its properties or assets to the Borrower or any Subsidiary, except (i) prohibitions or restrictions under applicable law, (ii) agreements and instruments governing or evidencing secured Indebtedness otherwise permitted to be incurred under this Agreement that limits the right of the borrower to (A) dispose of the assets securing such Indebtedness or (B) in the case of any Subsidiary GuarantorForeign Subsidiary, createto make dividends or distributions, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, that is or would be required hereunder to be Collateral securing the obligations of the Borrower and the Subsidiary Guarantors under the Financing Documents; provided that the foregoing shall not prohibit any such prohibition or limitation contained in:
(i) any document relating to Indebtedness secured by a Lien permitted by Section 7.02, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness;
(ii) any operating lease or Capital Lease, insofar as the provisions thereof limit grants of a Security Interest in, or other assignments of, the related leasehold interest to any other Person; and
(iii) if a Person becomes a Restricted Subsidiary after prohibitions or restrictions under agreements relating to Acquired Indebtedness and any refinancings thereof, (iv) prohibitions or restrictions with respect to the Closing Date, any agreement that is binding on such Person distribution or dispositions of assets or property in joint venture and was not similar agreements entered into in contemplation the ordinary course of its becoming business, (v) customary non-assignment provisions in leases and other agreements entered into in the ordinary course of business, (vi) customary net worth provisions contained in leases and other agreements entered into by a Restricted Subsidiary in the ordinary course of business, (vii) customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of the assets or stock of such Subsidiary, insofar as (viii) (x) any such agreement limits such Person’s ability to take any action described in clause (a), (b) restrictions existing by reasons of Contractual Obligations listed on Schedule VIII or (cy) of this Section, provided that either:
(1) such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; or
(2) not more than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributable, Contractual Obligations in the aggregate, to Persons that become Restricted Subsidiaries after effect on the Closing Date affecting Subsidiaries acquired in the UT Automotive Acquisition, (ix) any restrictions on a Special Purpose Subsidiary, (x) restrictions on cash or other deposits or net worth provisions under customer and remain subject to such limitations more than 60 days after becoming Restricted Subsidiariessupply agreements entered into in the ordinary course of business, and (xi) any restrictions contained in any instrument or agreement that refinances any Indebtedness or other obligations which contains similar restrictions.
Appears in 1 contract
Limitation on Restrictions Affecting Subsidiaries. The Borrower shall not, and shall not permit Neither the Company nor any Restricted Subsidiary to, of its Subsidiaries will enter into, or suffer to exist, any agreement (with any Person, other than the Financing Documentsthis Agreement, the documents governing the Term Loan Facility and any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations) which prohibits or limits the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions or pay any Indebtedness owed to the Borrower Company or any Subsidiary or to Guarantee any Indebtedness of the Company or any other Restricted Subsidiary; , (b) make loans or advances to the Borrower Company or any other Restricted Subsidiary, (c) transfer any of its properties or assets to Company or any Subsidiary or (cd) in the case of any Subsidiary Guarantor, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, that is or would be required hereunder acquired (other than with respect to be Collateral securing the obligations of the Borrower and the Subsidiary Guarantors assets subject to consensual liens permitted under the Financing DocumentsSection 5.10); provided that the foregoing shall not prohibit any such prohibition or limitation contained in:
apply to (i) any document relating restrictions imposed by law or pursuant to Indebtedness secured by a Lien permitted by Section 7.02the Loan Documents, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness;
(ii) any operating lease restrictions in effect on the date of this Agreement contained in agreements governing Indebtedness outstanding on the date of this Agreement and, if such Indebtedness is renewed, extended or Capital Leaserefinanced, insofar as restrictions in the provisions thereof limit grants of a Security Interest inagreements governing the renewed, extended or other assignments ofrefinancing Indebtedness (and successive renewals, extensions and refinancings thereof) if such restrictions are no more restrictive than those contained in the related leasehold interest to any other Person; and
agreements governing the Indebtedness being renewed, extended or refinanced or (iii) if a Person becomes a Restricted Subsidiary restrictions contained in agreements governing Indebtedness permitted to be incurred after the Closing Date, any agreement that is binding on such Person and was not entered into in contemplation Effective Date pursuant to the terms of its becoming a Restricted Subsidiary, insofar this Agreement so long as such agreement limits such Person’s ability to take any action described in clause (a), (b) or (c) of this Section, provided that either:
(1) such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; or
(2) not restrictions are no more restrictive than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributable, those contained in the aggregate, to Persons that become Restricted Subsidiaries after the Closing Date and remain subject to such limitations more than 60 days after becoming Restricted SubsidiariesSubordinated Indentures.
Appears in 1 contract
Samples: Credit and Guarantee Agreement (SFX Entertainment Inc)
Limitation on Restrictions Affecting Subsidiaries. The Borrower shall will not, and shall will not permit any Restricted Subsidiary of the Borrower to, enter intodirectly, or indirectly, create or otherwise cause or suffer to exist, exist any agreement (other than the Financing Documents, the documents governing the Term Loan Facility and any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations) encumbrance or restriction which prohibits or limits the ability of any Restricted Subsidiary of the Borrower to (a) pay dividends or make any other distributions or pay any Indebtedness owed to the Borrower or any other Restricted Subsidiary; Subsidiary of the Borrower, (b) make loans or advances to the Borrower or any other Restricted Subsidiary or of the Borrower, (c) in transfer any of its properties or assets to the case of Borrower or any Subsidiary Guarantor, of the Borrower 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, that is other than encumbrances and restrictions arising under (i) applicable law, (ii) this Credit Agreement and the other Credit Documents, (iii) Indebtedness permitted pursuant to Sections 8.3(c), (d), (f) and (l), (iv) customary provisions restricting subletting or would be required hereunder assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries, (v) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of the Borrower or any of its Subsidiaries, (vi) any agreement relating to be Collateral securing permitted Indebtedness incurred by a Subsidiary of the obligations Borrower prior to the date on which such Subsidiary was acquired by the Borrower or any other Subsidiary of the Borrower and outstanding on such acquisition date, (vii) the Subsidiary Guarantors extension or continuation of contractual obligations in existence on the date hereof, provided that any such encumbrances or restrictions contained in such continuation are no less favorable to the Lenders than those encumbrances and restrictions under or pursuant to the contractual obligations continued hereby, and (viii) restrictions imposed under the Financing Documents; provided that the foregoing shall not prohibit any such prohibition or limitation contained in:
(i) any document agreements relating to Indebtedness secured by a Lien permitted by under Section 7.02, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness;
(ii) any operating lease or Capital Lease, insofar as the provisions thereof limit grants of a Security Interest in, or other assignments of, the related leasehold interest to any other Person; and
(iii) if a Person becomes a Restricted Subsidiary after the Closing Date, any agreement that is binding on such Person and was not entered into in contemplation of its becoming a Restricted Subsidiary, insofar as such agreement limits such Person’s ability to take any action described in clause (a8.3(b), (b) or (c) of this Section, provided that either:
(1) such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; or
(2) not more than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributable, in restrictions apply only to the aggregate, to Persons that become Restricted Subsidiaries after the Closing Date and remain subject property giving rise to such limitations more than 60 days after becoming Restricted SubsidiariesIndebtedness.
Appears in 1 contract
Limitation on Restrictions Affecting Subsidiaries. The Borrower shall not, and shall not permit any Restricted Subsidiary to, enter into, or suffer to exist, any agreement (other than the Financing Documents, the documents governing the Term Loan Facility and any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations) which prohibits or limits the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions or pay any Indebtedness owed to the Borrower or any other Restricted Subsidiary; (b) make loans or advances to the Borrower or any other Restricted Subsidiary or (c) in the case of any Subsidiary Guarantor, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, that is or would be required hereunder to be Collateral securing the obligations of the Borrower and the Subsidiary Guarantors under the Financing Documents; provided that the foregoing shall not prohibit any such prohibition or limitation contained in:
(i) any document relating to Indebtedness secured by a Lien permitted by Section 7.02, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness;
(ii) any operating lease or Capital Lease, insofar as the provisions thereof limit grants of a Security Interest in, or other assignments of, the related leasehold interest to any other Person; and;
(iii) if a Person becomes a Restricted Subsidiary or is merged with or into the Borrower or any Restricted Subsidiary after the Closing Date, any agreement that is binding on such Person and was not entered into in contemplation of its becoming a Restricted Subsidiary, insofar as such agreement limits such Person’s ability to take any action described in clause (a), (b) or (c) of this Section, provided that either:
(1) such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; or
(2) such limitation is not more applicable to any Person, or the property or assets of any Person, other than 5% such Person and its Subsidiaries, or the property or assets of Consolidated EBITDAR for such Person and its Subsidiaries (including after-acquired property and assets);
(iv) the Financing Documents, the documents governing the Term Loan Facility and any period of four consecutive Fiscal Quarters is attributableExisting Affiliate Agreements and, in the aggregatecase of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to Persons be secured by the Collateral and that become Restricted Subsidiaries after the Closing Date and remain is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations;
(v) any amendment, restatement, modification, renewal, supplement, extension, refunding, replacement or refinancing of an agreement referred to in clauses (iii), (iv) or this clause (v) of this Section 7.05; provided, however, that the encumbrances or restrictions contained in such limitations amendment, restatement, modification, renewal, supplement, extension, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, not materially more restrictive, when taken as a whole, than 60 days after becoming the encumbrances and restrictions contained in any of the agreements or instruments referred to in clauses (iii), (iv) or this clause (v) of this Section 7.05 on the Fourth Amendment and Restatement Date, or the date such Restricted Subsidiaries.Subsidiary became a Restricted Subsidiary or was merged or consolidated with or into the Borrower or a Restricted Subsidiary, whichever is applicable;
(vi) any customary provisions in joint venture agreements, partnership agreements, limited liability company agreements and other similar agreements, which, as determined in good faith by an officer of the Borrower, do not adversely affect the Borrower’s ability to make payments of principal or interest payments on the Loans when due;
Appears in 1 contract
Samples: Fourth Amendment and Restatement Agreement (Kindred Healthcare, Inc)
Limitation on Restrictions Affecting Subsidiaries. The Borrower shall not, and shall not permit any Restricted Subsidiary to, enter into, or suffer to exist, any agreement (other than the Financing Documents, the documents governing the Term Loan Facility and any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations) which prohibits or limits the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions or pay any Indebtedness owed to the Borrower or any other Restricted Subsidiary; (b) make loans or advances to the Borrower or any other Restricted Subsidiary or (c) in the case of any Subsidiary Guarantor, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, that is or would be required hereunder to be Collateral securing the obligations of the Borrower and the Subsidiary Guarantors under the Financing Documents; provided that the foregoing shall not prohibit any such prohibition or limitation contained in:
(i) : any document relating to Indebtedness secured by a Lien permitted by Section 7.02, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness;
(ii) ; any operating lease or Capital Lease, insofar as the provisions thereof limit grants of a Security Interest in, or other assignments of, the related leasehold interest to any other Person; and
(iii) if a Person becomes a Restricted Subsidiary or is merged with or into the Borrower or any Restricted Subsidiary after the Closing Date, any agreement that is binding on such Person and was not entered into in contemplation of its becoming a Restricted Subsidiary, insofar as such agreement limits such Person’s ability to take any action described in clause (a), (b) or (c) of this Section, provided that either:
(1) : such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; oror such limitation is not applicable to any Person, or the property or assets of any Person, other than such Person and its Subsidiaries, or the property or assets of such Person and its Subsidiaries (including after-acquired property and assets).
(2i) not more than 5% of Consolidated EBITDAR for the Financing Documents, the documents governing the ABL Facility and any period of four consecutive Fiscal Quarters is attributableExisting Affiliate Agreements and, in the aggregatecase of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to Persons be secured by the Collateral on a pari passu basis with the Secured Obligations;
(ii) any amendment, restatement, modification, renewal, supplement, extension, refunding, replacement or refinancing of an agreement referred to in clauses (iii), (iv) or this clause (v) of this Section 7.05; provided, however, that become the encumbrances or restrictions contained in such amendment, restatement, modification, renewal, supplement, extension, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, not materially more restrictive, when taken as a whole, than the encumbrances and restrictions contained in any of the agreements or instruments referred to in clauses (iii), (iv) or this clause (v) of this Section 7.05 on the Fifth Amendment and Restatement Date, or the date such Restricted Subsidiaries after Subsidiary became a Restricted Subsidiary or was merged or consolidated with or into the Closing Date Borrower or a Restricted Subsidiary, whichever is applicable;
(iii) any customary provisions in joint venture agreements, partnership agreements, limited liability company agreements and remain subject other similar agreements, which, as determined in good faith by an officer of the Borrower, do not adversely affect the Borrower’s ability to make payments of principal or interest payments on the Loans when due;
(iv) (x) other Indebtedness incurred by the Borrower or any Restricted Subsidiary, or preferred stock issued by any Restricted Subsidiary, in accordance with Section 7.01, that are not materially more restrictive, when taken as a whole, than those applicable in the Financing Documents or (y) any encumbrance so long as, in the good faith judgment of the Borrower, such limitations more than 60 days after becoming encumbrance will not impact its ability to pay the obligations of the Borrower as they come due;
(v) agreements for the sale, transfer or other disposition of property or assets, including without limitation customary restrictions with respect to a Subsidiary of the Borrower pursuant to an agreement that has been entered into for the sale, transfer or other disposition of all or a portion of the Capital Stock, property or assets of such Subsidiary;
(vi) restrictions on cash, cash equivalents or other deposits or net worth imposed by customers, suppliers or landlords under contracts entered into in the ordinary course of business or as required by insurance surety or bonding companies;
(vii) any customary provisions in leases, subleases, licenses, asset sale agreements, sale/leaseback agreements or stock sale agreements and other agreements entered into by the Borrower or any Restricted SubsidiariesSubsidiary entered into in the ordinary course of business; and
(viii) applicable law or any applicable rule, regulation or order, or any license, permit or other authorization issued by any governmental or regulatory authority.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Kindred Healthcare, Inc)
Limitation on Restrictions Affecting Subsidiaries. The Borrower shall not, and shall not permit any Restricted Subsidiary to, No Vencor Company will enter into, or suffer to exist, any agreement (other than the Financing Documents, the documents governing the Term Loan Facility and any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations) which prohibits or limits the ability of any Restricted Subsidiary (other than Atria and its Subsidiaries) to (ai) pay dividends or make any other distributions or pay any Indebtedness Debt owed to the Borrower or any other Restricted Subsidiary; Vencor Company, (bii) make loans or advances to the Borrower or any other Restricted Subsidiary Vencor Company or (ciii) in the case of any Subsidiary Guarantor, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, that is or would be required hereunder to be Collateral securing secure the obligations of the Borrower and the Subsidiary Guarantors any Vencor Company under the any Financing DocumentsDocument; provided that the foregoing shall not prohibit any such prohibition or limitation contained in:
(ia) the Xxxxx Guarantee Reimbursement Agreement, insofar as the provisions thereof in effect immediately before the Initial Closing Date limit grants to other Persons of Liens on assets of any Vencor Company that was formerly a Subsidiary of Hillhaven;
(b) the reimbursement and other agreements relating to existing letters of credit issued to support outstanding industrial revenue bonds the proceeds of which were used by First Healthcare and its Subsidiaries to acquire the Valley Gardens Health Care Center located in Stockton, California and the Meridian House retirement housing facility located in Lantan, Florida, insofar as the provisions thereof in effect on the Initial Closing Date prohibit distributions to partners of the partnerships which own such facilities unless certain cash flow tests have been satisfied;
(c) any document relating to Indebtedness Debt secured by a Lien permitted by Section 7.025.09, insofar as the provisions thereof limit grants of junior liens on the assets securing such IndebtednessDebt;
(iid) any agreement relating to IRB Debt insofar as the provisions thereof limit grants to other Persons of Liens on the related health care facility or on any such IRB Debt held by the remarketing agent with respect thereto (or, in cases where the obligor thereon is a partnership, on any other assets of such partnership);
(e) any operating lease or Capital Leasecapital lease, insofar as the provisions thereof limit grants of a Security Interest security interest in, or other assignments of, the related leasehold interest to any other Person; and;
(iiif) if a Person becomes a Restricted Subsidiary of Vencor after the Closing Datedate hereof, any agreement that is binding on such Person and was not entered into in contemplation of its becoming a Restricted SubsidiarySubsidiary of Vencor, insofar as such agreement limits such Person’s 's ability to take any action described in clause (ai), (bii) or (ciii) of this Section, provided that either:
(1) such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; or
Subsidiary of Vencor or (2) not more than 5% of Consolidated EBITDAR EBITDA for any period of four consecutive Fiscal Quarters is attributable, in the aggregate, to Persons that become Restricted Subsidiaries of Vencor after the Closing Date date hereof and remain subject to such limitations more than 60 days after becoming Restricted SubsidiariesSubsidiaries of Vencor; and
(g) the Parent Guaranty, insofar as the provisions thereof require that, if Vencor secures any Consolidated Debt for Borrowed Money under this Agreement, it must secure its obligations under the Parent Guaranty equally and ratably with such Consolidated Debt for Borrowed Money; provided that the foregoing provision of the Parent Guaranty shall not in any event apply to any of the assets included or required to be included in the Collateral pursuant to subsections (A), (B), (C), (D), (E) and (F) of Section 3 of the Security Agreement as in effect on the Initial Closing Date or any proceeds of such Collateral.
Appears in 1 contract
Samples: Credit Agreement (Vencor Inc)
Limitation on Restrictions Affecting Subsidiaries. The Borrower shall will not, and shall will not permit any Restricted Subsidiary of the Borrower to, enter intodirectly, or indirectly, create or otherwise cause or suffer to exist, exist any agreement (other than the Financing Documents, the documents governing the Term Loan Facility and any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations) encumbrance or restriction which prohibits or limits the ability of any Restricted Subsidiary of the Borrower to (a) pay dividends or make any other distributions or pay any Indebtedness owed to the Borrower or any other Restricted Subsidiary; Subsidiary of the Borrower, (b) make loans or advances to the Borrower or any other Restricted Subsidiary or of the Borrower, (c) in transfer any of its properties or assets to the case of Borrower or any Subsidiary Guarantor, of the Borrower 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, that is other than encumbrances and restrictions arising under (i) applicable law, (ii) this Agreement and the other Transaction Documents, (iii) Indebtedness permitted pursuant to Sections 8.3(c), (d) and (e), (iv) customary provisions restricting subletting or would be required hereunder assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries, (v) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of the Borrower or any of its Subsidiaries, (vi) any agreement relating to be Collateral securing permitted Indebtedness incurred by a Subsidiary of the obligations Borrower prior to the date on which such Subsidiary was acquired by the Borrower or any other Subsidiary of the Borrower and outstanding on such acquisition date, (vii) the Subsidiary Guarantors under extension or continuation of contractual obligations in existence on the Financing Documentsdate hereof; provided that the foregoing shall not prohibit any such prohibition encumbrances or limitation restrictions contained in:
in such continuation are no less favorable to the Lenders than those encumbrances and restrictions under or pursuant to the contractual obligations continued hereby, and (iviii) any document restrictions imposed under the agreements relating to Indebtedness secured by a Lien permitted by under Section 7.02, insofar as 8.3(b); provided that such restrictions apply only to the provisions thereof limit grants of junior liens on the assets securing property giving rise to such Indebtedness;
(ii) any operating lease or Capital Lease, insofar as the provisions thereof limit grants of a Security Interest in, or other assignments of, the related leasehold interest to any other Person; and
(iii) if a Person becomes a Restricted Subsidiary after the Closing Date, any agreement that is binding on such Person and was not entered into in contemplation of its becoming a Restricted Subsidiary, insofar as such agreement limits such Person’s ability to take any action described in clause (a), (b) or (c) of this Section, provided that either:
(1) such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; or
(2) not more than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributable, in the aggregate, to Persons that become Restricted Subsidiaries after the Closing Date and remain subject to such limitations more than 60 days after becoming Restricted Subsidiaries.
Appears in 1 contract
Samples: Credit Agreement (Acg Holdings Inc)
Limitation on Restrictions Affecting Subsidiaries. The Neither the Borrower shall not, and shall not permit nor any Restricted Subsidiary to, of its Subsidiaries will enter into, or suffer to exist, any agreement (with any Person, other than this Agreement or the Financing other Loan Documents, the documents governing the Term Loan Facility and any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations) which prohibits or limits the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions to, or pay any Indebtedness Debt owed to to, the Borrower or any other Restricted Subsidiary; , (b) make loans or advances to the Borrower or any other Restricted Subsidiary, (c) transfer any of its properties or assets to the Borrower or any Subsidiary or (cd) in the case of any Subsidiary Guarantor, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquiredacquired (other than, that is in the case of clause (c) or would be required hereunder (d) above, with respect to be Collateral securing the obligations of the Borrower and the Subsidiary Guarantors assets subject to consensual Liens permitted under the Financing DocumentsSection 5.09); provided that the foregoing shall not prohibit any such prohibition or limitation contained in:
apply to (i) restrictions existing under or by reason of applicable law, (ii) customary provisions restricting subletting or assignment of any document lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iii) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or any Subsidiary of the Borrower in the ordinary course of business, (iv) restrictions in effect on the date of this Agreement contained in the New Senior Subordinated Notes Indenture, the Existing Senior Subordinated Notes, or any other Debt existing on the Effective Date (and any replacement or refinancing of the foregoing so long as such restrictions are no more restrictive than those relating to Indebtedness secured the Debt being refinanced), (v) restrictions applicable to an acquired entity or its assets in effect at the acquisition thereof by the Borrower or a Lien Subsidiary and not incurred (or modified) in contemplation of such acquisition and (vi) restrictions in any agreement or instrument evidencing Debt permitted by Section 7.02, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness;
(ii) any operating lease or Capital Lease, insofar as the provisions thereof limit grants of a Security Interest in, or other assignments of, the related leasehold interest to any other Person; and
(iii) if a Person becomes a Restricted Subsidiary after the Closing Date, any agreement that is binding on such Person and was not entered into in contemplation of its becoming a Restricted Subsidiary, insofar as such agreement limits such Person’s ability to take any action described in clause (a), (b5.10(g) or 5.10 (c) of this Section, provided that either:
(1) such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; or
(2) not more than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributable, in the aggregate, to Persons that become Restricted Subsidiaries after the Closing Date and remain subject to such limitations more than 60 days after becoming Restricted Subsidiariesh).
Appears in 1 contract
Samples: Credit Agreement (Tekni Plex Inc)
Limitation on Restrictions Affecting Subsidiaries. The Borrower shall ------------------------------------------------- will not, and shall will not permit any Restricted Subsidiary to, enter intodirectly, or indirectly, create or otherwise cause or suffer to exist, exist any agreement (other than the Financing Documents, the documents governing the Term Loan Facility and any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations) encumbrance or restriction which prohibits or limits the ability of the Borrower or any Restricted Subsidiary to (a) pay dividends or make any other distributions or pay any Indebtedness owed to the Borrower any Credit Party or any other Restricted Subsidiary; Subsidiary thereof, (b) make loans or advances to the Borrower any Credit Party or any other Restricted Subsidiary or thereof, (c) in the case transfer any of its properties or assets to any Credit Party or any Subsidiary Guarantor, thereof 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, that is or would be required hereunder to be Collateral securing the obligations of the Borrower other than encumbrances and the Subsidiary Guarantors restrictions arising under the Financing Documents; provided that the foregoing shall not prohibit any such prohibition or limitation contained in:
(i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) to the extent restricting the disposition of any document property serving as security therefor, any agreement relating to Indebtedness permitted pursuant to Section 8.03(b) secured by a Lien Liens permitted by pursuant to Section 7.02, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness;
(ii) any operating lease or Capital Lease, insofar as the provisions thereof limit grants of a Security Interest in, or other assignments of, the related leasehold interest to any other Person; and
(iii) if a Person becomes a Restricted Subsidiary after the Closing Date, any agreement that is binding on such Person and was not entered into in contemplation of its becoming a Restricted Subsidiary, insofar as such agreement limits such Person’s ability to take any action described in clause (a8.02(g), (biv) customary provi sions restricting subletting or assignment of any lease governing a leasehold interest of any Credit Party or any of its Subsidiaries, (v) customary restrictions on dispositions of real prop erty interests found in reciprocal easement agreements of any Credit Party or any of its Subsidiaries, (vi) the Senior Note Documents, or (vii) the documents or instruments governing the terms of any Permitted Foreign Subsidiary WC Debt permitted to be incurred pursuant to Section 8.03(h) or (cPermitted AMETEK Italia Debt permitted to be incurred pursuant to Section 8.03(p) to the extent restricting the payment of this Sectiondividends or other cash distributions by a Foreign Subsidiary, provided that either:
(1) such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; or
(2) not more than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributableor AMETEK Italia, in as the aggregatecase may be, to Persons that become Restricted Subsidiaries after the Closing Date and remain subject to such limitations more than 60 days after becoming Restricted SubsidiariesBorrower or any other Subsidiary of the Borrower.
Appears in 1 contract
Samples: Credit Agreement (Ametek Inc)
Limitation on Restrictions Affecting Subsidiaries. The Borrower shall will not, and shall will not permit any Restricted Subsidiary to, enter intodirectly, or indirectly, create or otherwise cause or suffer to exist, exist any agreement (other than the Financing Documents, the documents governing the Term Loan Facility and any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations) encumbrance or restriction which prohibits or limits the ability of the Borrower or any Restricted Subsidiary to (a) pay dividends or make any other distributions or pay any Indebtedness owed to the Borrower any Credit Party or any other Restricted Subsidiary; Subsidiary thereof, (b) make loans or advances to the Borrower any Credit Party or any other Restricted Subsidiary or thereof, (c) in the case transfer any of its properties or assets to any Credit Party or any Subsidiary Guarantor, thereof 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, that is or would be required hereunder to be Collateral securing the obligations of the Borrower other than encumbrances and the Subsidiary Guarantors restrictions arising under the Financing Documents; provided that the foregoing shall not prohibit any such prohibition or limitation contained in:
(i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) to the extent restricting the disposition of any document property serving as security therefor, any agreement relating to Indebtedness permitted pursuant to Section 8.03(b) secured by a Lien Liens permitted by pursuant to Section 7.02, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness;
(ii) any operating lease or Capital Lease, insofar as the provisions thereof limit grants of a Security Interest in, or other assignments of, the related leasehold interest to any other Person; and
(iii) if a Person becomes a Restricted Subsidiary after the Closing Date, any agreement that is binding on such Person and was not entered into in contemplation of its becoming a Restricted Subsidiary, insofar as such agreement limits such Person’s ability to take any action described in clause (a8.02(g), (biv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Credit Party or any of its Subsidiaries, (v) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of any Credit Party or any of its Subsidiaries, (vi) the Senior Note Documents, or (vii) the documents or instruments governing the terms of any Permitted Foreign Subsidiary WC Debt permitted to be incurred pursuant to Section 8.03(g) or (cPermitted AMETEK Italia Debt permitted to be incurred pursuant to Section 8.03(n) to the extent restricting the payment of this Sectiondividends or other cash distributions by a Foreign Subsidiary, provided that either:
(1) such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; or
(2) not more than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributableor AMETEK Italia, in as the aggregatecase may be, to Persons that become Restricted Subsidiaries after the Closing Date and remain subject to such limitations more than 60 days after becoming Restricted SubsidiariesBorrower or any other Subsidiary of the Borrower.
Appears in 1 contract
Samples: Credit Agreement (Ametek Inc/)
Limitation on Restrictions Affecting Subsidiaries. The Neither the Borrower shall not, and shall not permit nor any Restricted Subsidiary to, of its Subsidiaries will enter into, or suffer to exist, any agreement (with any Person, other than the Financing Loan Documents and the Senior Note Documents, the documents governing the Term Loan Facility and any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations) which prohibits or limits the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions or pay any Indebtedness Debt owed to the Borrower or any other Restricted Subsidiary; , (b) make loans or advances to the Borrower or any other Restricted Subsidiary, (c) transfer any of its properties or assets to the Borrower or any Subsidiary or (cd) in the case of any Subsidiary Guarantor, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, that is or would be required hereunder acquired (other than with respect to be Collateral securing the obligations of the Borrower and the Subsidiary Guarantors assets subject to consensual Liens permitted under the Financing DocumentsSection 5.09 ); provided that the foregoing shall not prohibit any such prohibition or limitation contained in:
apply to (i) any document relating to Indebtedness secured by a Lien permitted by Section 7.02, insofar as the provisions thereof limit grants of junior liens restrictions in effect on the assets securing such Indebtedness;
date of this Agreement contained in agreements governing Debt outstanding on the date of this Agreement that is permitted under Section 5.10(a), (ii) any operating lease or Capital Leaserestrictions contained in agreements governing Debt of Subsidiaries of the Borrower existing at the time that such Subsidiaries become Subsidiaries of the Borrower pursuant to a Business Acquisition permitted pursuant to Section 5.18(b) which Debt was not incurred in contemplation of such Business Acquisition and is permitted to be incurred under Section 5.10, insofar as the provisions thereof limit grants of a Security Interest in, or other assignments of, the related leasehold interest to any other Person; and
and (iii) in any such case, if a Person becomes a Restricted Subsidiary after the Closing Datesuch Debt is renewed, any agreement that is binding on such Person and was not entered into in contemplation of its becoming a Restricted Subsidiaryextended or refinanced, insofar as such agreement limits such Person’s ability to take any action described in clause (a), (b) or (c) of this Section, provided that either:
(1) such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; or
(2) not more than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributable, restrictions in the aggregateagreements governing the renewed, to Persons that become Restricted Subsidiaries after extended or refinanced Debt (and successive renewals, extensions and refinancings thereof) if such restrictions are no more restrictive than those contained in the Closing Date and remain subject to such limitations more than 60 days after becoming Restricted Subsidiariesagreements governing the Debt being renewed, extended or refinanced.
Appears in 1 contract
Limitation on Restrictions Affecting Subsidiaries. The Neither any Borrower shall not, and shall not permit nor any Restricted Subsidiary to, of its Subsidiaries (other than any Single Purpose Subsidiary) will enter into, or suffer to exist, any agreement (with any Person, other than the Financing Documentsthis Agreement, the documents governing the Term Loan Facility and any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations) which prohibits or limits the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions or pay any Indebtedness Debt owed to the either Borrower or any other Restricted Subsidiary; , (b) make loans or advances to the either Borrower or any other Restricted Subsidiary, (c) transfer any of its properties or assets to either Borrower or any Subsidiary or (cd) in the case of any Subsidiary Guarantor, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, that is or would be required hereunder acquired (other than with respect to be Collateral securing the obligations of the Borrower and the Subsidiary Guarantors assets subject to consensual liens permitted under the Financing DocumentsSection 5.09); provided that the foregoing shall not prohibit any such prohibition or limitation contained in:
apply to (i) provisions restricting assignment of any document relating to Indebtedness secured by a Lien permitted by Section 7.02lease or other contract, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness;
(ii) any operating lease or Capital Leaserestrictions imposed by applicable law, insofar as the provisions thereof limit grants of a Security Interest in, or other assignments of, the related leasehold interest to any other Person; and
(iii) if restrictions under any agreement relating to any property, asset or business acquired by any MGM/Orion Company, which restrictions existed at the time of acquisition, (iv) restrictions with respect solely to a Person becomes Subsidiary or a Restricted Subsidiary after Borrower imposed pursuant to a binding agreement (subject only to customary closing conditions and termination provisions) that has been entered into for the Closing sale or disposition of all or substantially all of the capital stock or assets to be sold of such Subsidiary, provided that such sale is permitted under Section 5.07(b) hereof, (v) customary restrictions on transfer of Collateral imposed on such Collateral in connection with Liens on such Collateral securing Debt, to the extent such Liens are permitted under Section 5.09 hereof, (vi) restrictions in effect on the Original Effective Date contained in agreements governing Debt of Foreign Subsidiaries outstanding on the Original Effective Date, any agreement that is binding on such Person and was not entered into (vii) restrictions ("New Restrictions") set forth in contemplation replacements of its becoming a Restricted Subsidiary, insofar as such agreement limits such Person’s ability to take any action agreements or instruments ("Replaced Agreements") containing restrictions described in clause clauses (a), (biii) or (c) of this Section, vi); provided that either:
(1) such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; or
(2) not New Restrictions are no more restrictive in any material respect than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributable, the restrictions set forth in the aggregate, relevant Replaced Agreement and do not apply to Persons that become Restricted Subsidiaries after the Closing Date and remain subject to such limitations more than 60 days after becoming Restricted Subsidiariesany additional property or assets.
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Limitation on Restrictions Affecting Subsidiaries. The Borrower shall not, and shall not permit Neither Lyondell nor any Restricted Subsidiary to, of its Subsidiaries will enter into, or suffer to exist, any agreement (other than the Financing Documents, the documents governing the Term Loan Facility and with any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations) Person which prohibits or limits the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions or pay any Indebtedness owed to the Borrower Lyondell or any other Restricted Subsidiary; , (b) make loans or advances to the Borrower Lyondell or any other Restricted Subsidiary or Subsidiary, (c) in the case transfer any of its properties or assets to Lyondell or any Subsidiary GuarantorSubsidiary, (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, that is (e) Guarantee any Indebtedness of Lyondell or would be required hereunder another Subsidiary or (f) suffer to be Collateral securing the obligations of the Borrower and the Subsidiary Guarantors under the Financing Documentsexist any Lien on capital stock or other equity interests issued by it; provided that the foregoing following shall not prohibit any such prohibition or limitation contained in:
be permitted: (i) any document relating the CA Loan Documents; (ii) the agreements governing the Existing Debt as in effect on the Closing Date; (iii) agreements between a JV Subsidiary and another partner or member of Lyondell Joint Venture of which such JV Subsidiary is a partner or member so long as the limitations imposed thereby are not materially more restrictive than those contained in agreements set forth in Schedule 3.16; (iv) agreements with respect to Indebtedness secured by a Lien Liens permitted by under Section 7.02, insofar as 3.08(b) - (e) containing restrictions on the provisions thereof limit grants of junior liens ability to transfer or grant Liens on the assets securing such Indebtedness;
; (iiv) any operating lease customary restrictions contained in stock purchase agreements, asset sale agreements limiting the transfer of assets pending the closing of the sale and customary non-assignment provisions in leases and other contracts entered into in the ordinary course of business; (vi) the PBGC Settlement Agreement; (vii) agreements entered into in connection with Debt Incurrences by Lyondell containing limitations no more restrictive than those contained in the instruments governing (x) the Indebtedness described in clauses (i) - (iv) of the definition of Existing Lyondell Debt as in effect on the Closing Date or Capital Lease, insofar (y) the Senior Notes or the Senior Subordinated Notes as the provisions thereof limit grants of a Security Interest in, or other assignments of, the related leasehold interest to any other Person; and
(iii) if a Person becomes a Restricted Subsidiary after in effect on the Closing Date, ; (viii) restrictions existing on the Closing Date on POSM and any agreement that is binding Subsidiary whose only significant assets are partnership interests in POSM; (ix) customary limitations on such Person and was not entered into in contemplation the activities of its becoming a Restricted Special Purpose Subsidiary, insofar including limitations set forth in the Transaction Documents; and (x) agreements between Lyondell or a non-wholly owned Subject Assets Transferee and the Acquiring Person (or an Affiliate thereof) of an interest in such non-wholly owned Subject Assets Transferee so long as such agreement limits such Person’s ability the limitations imposed thereby are not materially more restrictive than those contained in the agreements set forth in Schedule 3.16; and provided further that (x) clauses (c) and (d) above shall be inapplicable to take any action described in clause Foreign Subsidiary or other Subsidiary conducting substantially all its operations outside the United States, (ay) clauses (c), (bd) or and (ce) of this Section, provided that either:
shall be inapplicable to any Subject Assets Transferee and (1z) such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; or
(2) not more than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributable, in the aggregate, to Persons that become Restricted Subsidiaries from and after the Closing Date and remain subject Investment Grade Date, clause (d) shall be inapplicable to such limitations more than 60 days after becoming Restricted SubsidiariesLyondell or any other Subsidiary.
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Limitation on Restrictions Affecting Subsidiaries. The Borrower shall not, and nor shall not it permit Parent or any Restricted Subsidiary to, enter intodirectly, or indirectly, create or otherwise cause or suffer to exist, exist any agreement (other than the Financing Documents, the documents governing the Term Loan Facility and any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations) encumbrance or restriction which prohibits or limits the ability of any Restricted direct or indirect Subsidiary of Borrower to (a) pay dividends or make any other distributions or pay any Indebtedness owed to the Borrower or any other Restricted Subsidiary; (b) make loans or advances to the Borrower or any other Restricted Subsidiary or Subsidiary, (c) in the case transfer any of its properties or assets to Borrower or any Subsidiary Guarantor, Restricted Subsidiary; 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, that is or would be required hereunder to be Collateral securing the obligations of the Borrower other than encumbrances and the Subsidiary Guarantors restrictions arising under the Financing Documents; provided that the foregoing shall not prohibit any such prohibition or limitation contained in:
(i) any document relating to Indebtedness secured by a Lien permitted by Section 7.02applicable law, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness;
(ii) any operating lease or Capital Leasethis Agreement, insofar as the provisions thereof limit grants of a Security Interest in, or other assignments of, the related leasehold interest to any other Person; and
(iii) if customary provisions restricting subletting or assignment of any lease governing a Person becomes leasehold interest of Borrower or any of its direct or indirect Subsidiaries, (iv) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of Borrower or any of its direct or indirect Subsidiaries, (v) any agreement relating to permitted Indebtedness incurred by a Restricted direct or indirect Subsidiary after of Borrower prior to the Closing Datedate on which such direct or indirect Subsidiary was acquired by Borrower and outstanding on such acquisition date, and (vi) the extension or continuation of contractual obligations in existence on the date hereof; provided, that, any agreement that is binding on such Person encumbrances or restrictions contained in such extension or continuation are no less favorable to Agent and was not entered into in contemplation of its becoming a Restricted Subsidiary, insofar as such agreement limits such Person’s ability Lenders than those encumbrances and restrictions under or pursuant to take any action described in clause (a), (b) the contractual obligations so extended or (c) of this Section, provided that either:
(1) such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; or
(2) not more than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributable, in the aggregate, to Persons that become Restricted Subsidiaries after the Closing Date and remain subject to such limitations more than 60 days after becoming Restricted Subsidiariescontinued.
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Samples: Loan and Security Agreement (Champion Enterprises Inc)
Limitation on Restrictions Affecting Subsidiaries. The Neither any Borrower shall not, and shall not permit nor any Restricted of its Subsidiaries (other than any Single Purpose Subsidiary to, or the Rainbow Subsidiary) will enter into, or suffer to exist, any agreement (with any Person, other than the Financing Documentsthis Agreement, the documents governing the Term Loan Facility and any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations) which prohibits or limits the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions or pay any Indebtedness Debt owed to the either Borrower or any other Restricted Subsidiary; , (b) make loans or advances to the either Borrower or any other Restricted Subsidiary, (c) transfer any of its properties or assets to either Borrower or any Subsidiary or (cd) in the case of any Subsidiary Guarantor, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, that is or would be required hereunder acquired (other than with respect to be Collateral securing the obligations of the Borrower and the Subsidiary Guarantors assets subject to consensual liens permitted under the Financing DocumentsSection 5.09); provided that the foregoing shall not prohibit any such prohibition or limitation contained in:
apply to (i) provisions restricting assignment of any document relating to Indebtedness secured by a Lien permitted by Section 7.02lease or other contract, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness;
(ii) any operating lease or Capital Leaserestrictions imposed by applicable law, insofar as the provisions thereof limit grants of a Security Interest in, or other assignments of, the related leasehold interest to any other Person; and
(iii) if a Person becomes a Restricted Subsidiary after the Closing Date, restrictions under any agreement relating to any property, asset or business acquired by any MGM/Orion Company, which restrictions existed at the time of acquisition, (iv) restrictions with respect solely to a Subsidiary or a Borrower imposed pursuant to a binding agreement (subject only to customary closing conditions and termination provisions) that has been entered into for the sale or disposition of all or substantially all of the capital stock or assets to be sold of such Subsidiary, provided that such sale is binding permitted under Section 5.07(b) hereof, (v) customary restrictions on transfer of Collateral imposed on such Person Collateral in connection with Liens on such Collateral securing Debt, to the extent such Liens are permitted under Section 5.09 hereof, (vi) customary restrictions contained in agreements governing Debt of Foreign Subsidiaries and was not entered into (vii) restrictions ("New Restrictions") set forth in contemplation replacements of its becoming a Restricted Subsidiary, insofar as such agreement limits such Person’s ability to take any action agreements or instruments ("Replaced Agreements") containing restrictions described in clause (aiii), (b) or (c) of this Section, ; provided that either:
(1) such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; or
(2) not New Restrictions are no more restrictive in any material respect than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributable, the restrictions set forth in the aggregate, relevant Replaced Agreement and do not apply to Persons that become Restricted Subsidiaries after the Closing Date and remain subject to such limitations more than 60 days after becoming Restricted Subsidiariesany additional property or assets.
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Limitation on Restrictions Affecting Subsidiaries. The Borrower shall will not, and shall will not permit any Restricted Subsidiary to, enter intodirectly, or indirectly, create or otherwise cause or suffer to exist, exist any agreement (other than the Financing Documents, the documents governing the Term Loan Facility and any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations) encumbrance or restriction which prohibits or limits the ability of the Borrower or any Restricted Subsidiary to (a) pay dividends or make any other distributions or pay any Indebtedness owed to the Borrower or any other Restricted Subsidiary; of its Subsidiaries, (b) make loans or advances to the Borrower or any other Restricted Subsidiary or thereof, (c) in transfer any of its properties or assets to the case of Borrower or any Subsidiary Guarantor, thereof 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, that is other than encumbrances and restrictions arising under (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) to the extent restricting the disposition of any property serving as security therefor, any agreement relating to Indebtedness permitted pursuant to Section 8.03(b) secured by Liens permitted pursuant to Section 8.02(g), (iv) customary provisions restricting subletting or would be required hereunder to be Collateral securing the obligations assignment of any lease governing a leasehold interest of the Borrower and or any of its Subsidiaries, (v) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of the Borrower or any of its Subsidiaries, (vi) the Senior Note Documents, or (vii) the documents or instruments governing the terms of any Indebtedness of any Subsidiary Guarantors under outstanding pursuant to Section 8.03(g) to the Financing Documents; provided that extent restricting the foregoing shall not prohibit any such prohibition payment of dividends or limitation contained in:
(i) any document relating to Indebtedness secured other cash distributions by a Lien permitted by Section 7.02, insofar as Subsidiary to the provisions thereof limit grants of junior liens on the assets securing such Indebtedness;
(ii) any operating lease Borrower or Capital Lease, insofar as the provisions thereof limit grants of a Security Interest in, or other assignments of, the related leasehold interest to any other Person; and
(iii) if a Person becomes a Restricted Subsidiary after of the Closing Date, any agreement that is binding on such Person and was not entered into in contemplation of its becoming a Restricted Subsidiary, insofar as such agreement limits such Person’s ability to take any action described in clause (a), (b) or (c) of this Section, provided that either:
(1) such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; or
(2) not more than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributable, in the aggregate, to Persons that become Restricted Subsidiaries after the Closing Date and remain subject to such limitations more than 60 days after becoming Restricted SubsidiariesBorrower.
Appears in 1 contract
Samples: Credit Agreement (Ametek Inc/)
Limitation on Restrictions Affecting Subsidiaries. The Borrower shall will not, and shall will not permit any Restricted Subsidiary of the Borrower to, enter intodirectly, or indirectly, create or otherwise cause or suffer to exist, exist any agreement (other than the Financing Documents, the documents governing the Term Loan Facility and any Existing Affiliate Agreements and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations) encumbrance or restriction which prohibits or limits the ability of any Restricted Subsidiary of the Borrower to (a) pay dividends or make any other distributions or pay any Indebtedness owed to the Borrower or any other Restricted Subsidiary; Subsidiary of the Borrower, (b) make loans or advances to the Borrower or any other Restricted Subsidiary or of the Borrower, (c) in transfer any of its properties or assets to the case of Borrower or any Subsidiary Guarantor, of the Borrower 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, that is other than encumbrances and restrictions arising under (i) applicable law, (ii) this Credit Agreement and the other Transaction Documents, (iii) Indebtedness permitted pursuant to Sections 8.3(c) and (d), (iv) customary provisions restricting subletting or would be required hereunder assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries, (v) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of the Borrower or any of its Subsidiaries, (vi) any agreement relating to be Collateral securing permitted Indebtedness incurred by a Subsidiary of the obligations Borrower prior to the date on which such Subsidiary was acquired by the Borrower or any other Subsidiary of the Borrower and outstanding on such acquisition date, (vii) the Subsidiary Guarantors extension or continuation of contractual obligations in existence on the date hereof, provided that any such encumbrances or restrictions contained in such continuation are no less favorable to the Lenders than those encumbrances and restrictions under or pursuant to the contractual obligations continued hereby, and (viii) restrictions imposed under the Financing Documents; provided that the foregoing shall not prohibit any such prohibition or limitation contained in:
(i) any document agreements relating to Indebtedness secured by a Lien permitted by under Section 7.02, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness;
(ii) any operating lease or Capital Lease, insofar as the provisions thereof limit grants of a Security Interest in, or other assignments of, the related leasehold interest to any other Person; and
(iii) if a Person becomes a Restricted Subsidiary after the Closing Date, any agreement that is binding on such Person and was not entered into in contemplation of its becoming a Restricted Subsidiary, insofar as such agreement limits such Person’s ability to take any action described in clause (a8.3(b), (b) or (c) of this Section, provided that either:
(1) such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; or
(2) not more than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributable, in restrictions apply only to the aggregate, to Persons that become Restricted Subsidiaries after the Closing Date and remain subject property giving rise to such limitations more than 60 days after becoming Restricted SubsidiariesIndebtedness.
Appears in 1 contract
Samples: Credit Agreement (Consumers Us Inc)
Limitation on Restrictions Affecting Subsidiaries. The Borrower Issuer shall not, and shall not permit any Restricted Subsidiary to, enter into, or suffer to exist, any agreement (other than the Financing Documents, Documents and the documents governing the Term Loan Exit Facility and any Existing Affiliate Agreements Financing Documents and, in the case of clause (c), the Master Lease Agreements and any Indebtedness permitted hereunder to be secured by the Collateral and that is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset ObligationsAgreements) which prohibits or limits the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions or pay any Indebtedness Debt owed to the Borrower Issuer or any other Restricted Subsidiary; (b) make loans or advances to the Borrower Issuer or any other Restricted Subsidiary or (c) in the case of any Subsidiary Guarantor, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, that is or would be required hereunder to be Collateral securing secure the obligations of the Borrower Issuer and the Subsidiary Guarantors under the Financing Documents and the Exit Facility Financing Documents; provided that the foregoing shall not prohibit any such prohibition or limitation contained in:
(i) any document relating to Indebtedness Debt secured by a Lien permitted by Section 7.02, insofar as the provisions thereof limit grants of junior liens on the assets securing such IndebtednessDebt;
(ii) any operating lease or Capital Leasecapital lease, insofar as the provisions thereof limit grants of a Security Interest security interest in, or other assignments of, the related leasehold interest to any other Person; and
(iii) if a Person becomes a Restricted Subsidiary after the Closing Datedate hereof, any agreement that is binding on such Person and was not entered into in contemplation of its becoming a Restricted Subsidiary, insofar as such agreement limits such Person’s 's ability to take any action described in clause (a), (b) or (c) of this Section, provided that either:
(1A) such limitation is terminated within 60 days after such Person becomes a Restricted Subsidiary; or
(2B) not more than 5% of Consolidated EBITDAR for any period of four consecutive Fiscal Quarters is attributable, in the aggregate, to Persons that become Restricted Subsidiaries after the Closing Date date hereof and remain subject to such limitations more than 60 days after becoming Restricted Subsidiaries.
Appears in 1 contract
