Limitations on Guaranty Obligations. Create, incur, assume or suffer to exist any Guaranty Obligations except: (a) Guaranty Obligations in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders; (b) Guaranty Obligations in an amount not to exceed $15,000,000 to secure payment or performance of customer service contracts incurred in the ordinary course of business (including, without limitation, reimbursement or similar agreements entered in the ordinary course of business between a Borrower and a third party issuer of surety or performance bonds which are issued for such Borrower's account for the benefit of a customer of such Borrower); (c) Guaranty Obligations of the Company with respect to the Debt of any Subsidiary Borrower permitted by Section 11.1; (d) Guaranty obligations of Southern Business Communications, Inc. pursuant to that Guaranty Agreement dated as of November 1, 2000 entered in favor of National Build to Suit Brookside 500/600, L.L.C. (the "Landlord") with respect to certain obligations of AV Presentations, Inc. under the lease agreement dated as of November 7, 2000 by and between AV Presentations, Inc. and Landlord, a copy of which lease agreement and guaranty agreement have been delivered to the Administrative Agent; (i) Guaranty Obligations of certain Subsidiaries of the Company with respect to the Subordinated Debt of the Company evidenced by the Existing Subordinated Notes (provided that such Guaranty Obligations shall be released and terminated on June 26, 2003), (ii) Guaranty Obligations of certain Subsidiaries of the Company with respect to the Subordinated Debt of the Company permitted pursuant to Section 11.1(c) and (iii) Guaranty Obligations of certain Subsidiaries of the Company with respect to Subordinated Debt permitted pursuant to Section 11.1(k); and (f) Guaranty Obligations of the Company with respect to Operating Leases entered into in the ordinary course of business by the other Borrowers.
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Limitations on Guaranty Obligations. Create, incur, assume or suffer to exist any Guaranty Obligations except:
(a) Guaranty Obligations in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders;
(b) Guaranty Obligations of the Borrowers with respect to any subordinated Debt issued by the Company pursuant to Section 11.1(c) as long as such Guaranty Obligations (i) are unsecured and constitute Subordinated Debt and (ii) the documents and other terms pursuant to which such Guaranty Obligations are entered into are reasonably satisfactory to the Administrative Agent and the Required Lenders;
(c) Guaranty Obligations in an amount not to exceed $15,000,000 1,000,000 to secure payment or performance of customer service contracts incurred in the ordinary course of business (including, without limitation, reimbursement or similar agreements entered in the ordinary course of business between a Borrower and a third party issuer of surety or performance bonds which are issued for such Borrower's account for the benefit of a customer of such Borrower)business;
(cd) Guaranty Obligations of the Company with respect to any real or personal property lease to which any Borrower is a party and entered into in the Debt ordinary course of business; PROVIDED that no Default or Event of Default exists on the date any Subsidiary Borrower permitted by such Guaranty Obligation is created, incurred or assumed or arises as a result thereof; and PROVIDED FURTHER that upon entering into any such Guaranty Obligation with respect to any lease subject to Section 11.19.12, the Borrowers shall be in compliance with Section 9.12 with respect to such lease;
(d) Guaranty obligations of Southern Business Communications, Inc. pursuant to that Guaranty Agreement dated as of November 1, 2000 entered in favor of National Build to Suit Brookside 500/600, L.L.C. (the "Landlord") with respect to certain obligations of AV Presentations, Inc. under the lease agreement dated as of November 7, 2000 by and between AV Presentations, Inc. and Landlord, a copy of which lease agreement and guaranty agreement have been delivered to the Administrative Agent;
(ie) Guaranty Obligations of certain Subsidiaries of the Company with respect to the Subordinated or any Borrower of any Debt of the Company evidenced Borrowers which is permitted by the Existing Subordinated Notes (provided that such Guaranty Obligations shall be released and terminated on June 26, 2003Section 11.1(e), (ii) Guaranty Obligations of certain Subsidiaries of the Company with respect to the Subordinated Debt of the Company permitted pursuant to Section 11.1(c) and (iii) Guaranty Obligations of certain Subsidiaries of the Company with respect to Subordinated Debt permitted pursuant to Section 11.1(k); and;
(f) Guaranty Obligations of the Company and its Subsidiaries which consist of customary indemnification and purchase price adjustment obligations incurred in connection with respect to Operating Leases entered into the purchase of assets or capital stock in each case permitted hereunder; and
(g) Guaranty Obligations of the ordinary course of business by Borrowers under the other BorrowersSubordinated Upstream Guaranty.
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Limitations on Guaranty Obligations. Create, incur, assume or ----------------------------------- suffer to exist any Guaranty Obligations except:
(a) Guaranty Obligations in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders;
(b) Guaranty Obligations of the Borrowers with respect to any subordinated Debt issued by the Company pursuant to Section 11.1(c) as long as such Guaranty Obligations (i) are unsecured and constitute Subordinated Debt and (ii) the documents and other terms pursuant to which such Guaranty Obligations are entered into are reasonably satisfactory to the Administrative Agent and the Required Lenders;
(c) Guaranty Obligations in an amount not to exceed $15,000,000 1,000,000 to secure payment or performance of customer service contracts incurred in the ordinary course of business (including, without limitation, reimbursement or similar agreements entered in the ordinary course of business between a Borrower and a third party issuer of surety or performance bonds which are issued for such Borrower's account for the benefit of a customer of such Borrower)business;
(cd) Guaranty Obligations of the Company with respect to any real or personal property lease to which any Borrower is a party and entered into in the Debt ordinary course of business; provided, that no Default or Event of Default exists on the -------- date any Subsidiary Borrower permitted by such Guaranty Obligation is created, incurred or assumed or arises as a result thereof and provided further, that upon entering into any such Guaranty ---------------- Obligation with respect to any lease subject to Section 11.19.12, the Borrowers shall be in compliance with Section 9.12 with respect to such lease;
(d) Guaranty obligations of Southern Business Communications, Inc. pursuant to that Guaranty Agreement dated as of November 1, 2000 entered in favor of National Build to Suit Brookside 500/600, L.L.C. (the "Landlord") with respect to certain obligations of AV Presentations, Inc. under the lease agreement dated as of November 7, 2000 by and between AV Presentations, Inc. and Landlord, a copy of which lease agreement and guaranty agreement have been delivered to the Administrative Agent;
(ie) Guaranty Obligations of certain Subsidiaries of the Company with respect to the Subordinated or any Borrower of any Debt of the Company evidenced Borrowers which is permitted by the Existing Subordinated Notes (provided that such Guaranty Obligations shall be released and terminated on June 26, 2003), (ii) Guaranty Obligations of certain Subsidiaries of the Company with respect to the Subordinated Debt of the Company permitted pursuant to Section 11.1(c) and (iii) Guaranty Obligations of certain Subsidiaries of the Company with respect to Subordinated Debt permitted pursuant to Section 11.1(k11.1(e); and
(f) Guaranty Obligations of the Company and its Subsidiaries which consist of customary indemnification and purchase price adjustment obligations incurred in connection with respect to Operating Leases entered into the purchase of assets or capital stock in the ordinary course of business by the other Borrowerseach case permitted hereunder.
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Limitations on Guaranty Obligations. Create, incur, assume or suffer to exist any Guaranty Obligations except:
(a) Guaranty Obligations in favor as of the Administrative Agent for the benefit of the Administrative Agent and the LendersClosing Date set forth on Schedule 5.1(t);
(b) Guaranty Obligations entered into by any Restricted Subsidiary in an favor of the holders of any Debt issued by the Borrower which Debt is permitted hereunder; provided (i) such Guaranty Obligations are issued on terms and pursuant to documentation reasonably satisfactory to the Lead Agents and (ii) the Obligations of the Borrower under this Agreement are guaranteed on a pari passu basis with such Debt;
(c) Guaranty Obligations entered into by any Restricted Subsidiary in favor of the holders of any Debt issued by any other Restricted Subsidiary which is permitted hereunder and Guaranty Obligations entered into by the Borrower in favor of the holders of any Debt issued by a Restricted Subsidiary which Debt is permitted hereunder;
(d) any Guaranty Obligations created under the Synthetic Lease Documents, the Securitization Documents and the documents evidencing any other Permitted Securitization;
(e) Guaranty Obligations entered into by the Borrower or any Restricted Subsidiary in favor of the holders of any Debt issued by any Unrestricted Subsidiary in aggregate principal amount at any one time not to exceed $15,000,000 30,000,000 less the aggregate Net Investments then outstanding in Unrestricted Subsidiaries pursuant to secure payment or performance Section 9.4(a)(i) hereof; and
(f) without duplication of customer service contracts any other exception set forth in this Section 9.2, Guaranty Obligations incurred in the ordinary course of business in an aggregate amount not to exceed $50,000,000 outstanding at any time. 56 SECTION 9.3. Limitations on Liens. Create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets or properties (includingincluding shares of capital stock and other ownership interests), without limitationreal or personal, reimbursement whether now owned or similar agreements entered hereafter acquired, except:
(a) Liens for taxes, assessments and other governmental charges or levies (excluding any Lien imposed pursuant to any of the provisions of ERISA or Environmental Laws) not yet due or as to which the period of grace (not to exceed thirty (30) days), if any, related, as determined by the Lead Agents, thereto has not expired or which are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP;
(b) the claims of materialmen, mechanics, carriers, warehousemen, processors or landlords for labor, materials, supplies or rentals incurred in the ordinary course of business, (i) which are not overdue for a period of more than thirty (30) days or (ii) which are being contested in good faith and by appropriate proceedings;
(c) Liens consisting of deposits or pledges made in the ordinary course of business between a Borrower and a third party issuer of surety in connection with, or performance bonds which are issued for such Borrower's account for the benefit of a to secure payment of, obligations under workers' compensation, unemployment insurance or similar legislation or obligations (not to exceed $10,000,000) under customer of such Borrower);
(c) Guaranty Obligations of the Company with respect to the Debt of any Subsidiary Borrower permitted by Section 11.1service contracts;
(d) Guaranty obligations Liens constituting encumbrances in the nature of Southern Business Communicationszoning restrictions, Inc. pursuant easements and rights or restrictions of record on the use of real property, which in the aggregate are not substantial in amount and which do not, in any case, materially detract from the value of such property or impair the use thereof in the ordinary conduct of business;
(e) Liens evidencing the interest of the lessor under any lease not constituting a Capital Lease in the property subject to that Guaranty Agreement dated as of November 1, 2000 entered such lease;
(f) Liens securing Debt permitted under Section 9.1(f);
(g) any Lien created in connection with any Permitted Securitization;
(h) Liens in favor of National Build any Person securing an indefeasible right of use permitted by Section 9.6(e) granted by LCI or any Restricted Subsidiary on a portion of Network Facilities (including related rights of way and easements) to Suit Brookside 500/600, L.L.C. (such Person solely for the "Landlord") with respect to certain obligations duration of AV Presentations, Inc. under the lease agreement dated as such indefeasible right of November 7, 2000 by and between AV Presentations, Inc. and Landlord, a copy of which lease agreement and guaranty agreement have been delivered to the Administrative Agentuse;
(i) Guaranty Obligations Liens evidencing the interest of certain Subsidiaries any owner of the Company with respect to the Subordinated Debt of the Company evidenced property which such property is held by the Existing Subordinated Notes (provided that such Guaranty Obligations shall be released and terminated on June 26, 2003), (ii) Guaranty Obligations of certain Subsidiaries of the Company with respect to the Subordinated Debt of the Company permitted Borrower or any Restricted Subsidiary pursuant to Section 11.1(c) and (iii) Guaranty Obligations any indefeasible right of certain Subsidiaries of use which is consistent with customary practices for the Company with respect to Subordinated Debt permitted pursuant to Section 11.1(k)long distance telecommunications industry; and
(fj) Guaranty Obligations of Liens existing on the Company with respect to Operating Leases entered into in the ordinary course of business by the other BorrowersClosing Date and set forth on Schedule 9.3 hereof.
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Samples: 364 Day Credit Agreement (Lci International Inc /Va/)
Limitations on Guaranty Obligations. Create, incur, assume or suffer to exist any Guaranty Obligations except:
(a) Guaranty Obligations in favor as of the Administrative Agent for the benefit of the Administrative Agent and the LendersClosing Date set forth on Schedule 6.1(t);
(b) Guaranty Obligations entered into by any Restricted Subsidiary in an favor of the holders of any Debt issued by the Borrower which Debt is permitted hereunder; provided (i) such Guaranty Obligations are issued on terms and pursuant to documentation reasonably satisfactory to the Lead Agents and (ii) the Obligations of the Borrower under this Agreement are guaranteed on a pari passu basis with such Debt;
(c) Guaranty Obligations entered into by any Restricted Subsidiary in favor of the holders of any Debt issued by any other Restricted Subsidiary which is permitted hereunder and Guaranty Obligations entered into by the Borrower in favor of the holders of any Debt issued by a Restricted Subsidiary which Debt is permitted hereunder;
(d) any Guaranty Obligations created under the Synthetic Lease Documents, the Securitization Documents and the documents evidencing any other Permitted Securitization;
(e) Guaranty Obligations entered into by the Borrower or any Restricted Subsidiary in favor of the holders of any Debt issued by any Unrestricted Subsidiary in aggregate principal amount at any one time not to exceed $15,000,000 30,000,000 less the aggregate Net Investments then outstanding in Unrestricted Subsidiaries pursuant to secure payment or performance Section 10.4(a)(i) hereof; and
(f) without duplication of customer service contracts any other exception set forth in this Section 10.2, Guaranty Obligations incurred in the ordinary course of business in an aggregate amount not to exceed $50,000,000 outstanding at any time. 64 SECTION 10.3. Limitations on Liens. Create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets or properties (includingincluding shares of capital stock and other ownership interests), without limitationreal or personal, reimbursement whether now owned or similar agreements entered hereafter acquired, except:
(a) Liens for taxes, assessments and other governmental charges or levies (excluding any Lien imposed pursuant to any of the provisions of ERISA or Environmental Laws) not yet due or as to which the period of grace (not to exceed thirty (30) days), if any, related, as determined by the Lead Agents, thereto has not expired or which are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP;
(b) the claims of materialmen, mechanics, carriers, warehousemen, processors or landlords for labor, materials, supplies or rentals incurred in the ordinary course of business, (i) which are not overdue for a period of more than thirty (30) days or (ii) which are being contested in good faith and by appropriate proceedings;
(c) Liens consisting of deposits or pledges made in the ordinary course of business between a Borrower and a third party issuer of surety in connection with, or performance bonds which are issued for such Borrower's account for the benefit of a to secure payment of, obligations under workers' compensation, unemployment insurance or similar legislation or obligations (not to exceed $10,000,000) under customer of such Borrower);
(c) Guaranty Obligations of the Company with respect to the Debt of any Subsidiary Borrower permitted by Section 11.1service contracts;
(d) Guaranty obligations Liens constituting encumbrances in the nature of Southern Business Communicationszoning restrictions, Inc. pursuant easements and rights or restrictions of record on the use of real property, which in the aggregate are not substantial in amount and which do not, in any case, materially detract from the value of such property or impair the use thereof in the ordinary conduct of business;
(e) Liens evidencing the interest of the lessor under any lease not constituting a Capital Lease in the property subject to that Guaranty Agreement dated as of November 1, 2000 entered such lease;
(f) Liens securing Debt permitted under Section 10.1(f);
(g) any Lien created in connection with any Permitted Securitization;
(h) Liens in favor of National Build any Person securing an indefeasible right of use permitted by Section 10.6(e) granted by LCI or any Restricted Subsidiary on a portion of Network Facilities (including related rights of way and easements) to Suit Brookside 500/600, L.L.C. (such Person solely for the "Landlord") with respect to certain obligations duration of AV Presentations, Inc. under the lease agreement dated as such indefeasible right of November 7, 2000 by and between AV Presentations, Inc. and Landlord, a copy of which lease agreement and guaranty agreement have been delivered to the Administrative Agentuse;
(i) Guaranty Obligations Liens securing the interest of certain Subsidiaries any owner of the Company with respect to the Subordinated Debt of the Company evidenced property which such property is held by the Existing Subordinated Notes (provided that such Guaranty Obligations shall be released and terminated on June 26, 2003), (ii) Guaranty Obligations of certain Subsidiaries of the Company with respect to the Subordinated Debt of the Company permitted Borrower or any Restricted Subsidiary pursuant to Section 11.1(c) and (iii) Guaranty Obligations any indefeasible right of certain Subsidiaries of use which is consistent with customary practices for the Company with respect to Subordinated Debt permitted pursuant to Section 11.1(k)long distance telecommunications industry; and
(fj) Guaranty Obligations of Liens existing on the Company with respect to Operating Leases entered into in the ordinary course of business by the other BorrowersClosing Date and set forth on Schedule 10.3 hereof.
Appears in 1 contract
Limitations on Guaranty Obligations. Create, incur, assume ----------------------------------- or suffer to exist any Guaranty Obligations except:
(a) Guaranty Obligations in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders;
(b) Guaranty Obligations of the Borrowers with respect to the Company Subordinated Notes as long as such Guaranty Obligations (i) are unsecured subordinated Debt of the Borrowers and the terms of such subordination are reasonably satisfactory to the Administrative Agent and the Required Lenders and (ii) the documents and other terms pursuant to which such Guaranty Obligations are entered into are reasonably satisfactory to the Administrative Agent and the Required Lenders;
(c) Guaranty Obligations in an amount not to exceed $15,000,000 500,000 to secure payment or performance of customer service contracts incurred in the ordinary course of business (including, without limitation, reimbursement or similar agreements entered in the ordinary course of business between a Borrower and a third party issuer of surety or performance bonds which are issued for such Borrower's account for the benefit of a customer of such Borrower)business;
(cd) Guaranty Obligations of the Company with respect to any real or personal property lease to which any Borrower is a party and entered into in the Debt ordinary course of business; provided, that no Default or Event of Default -------- exists on the date any Subsidiary Borrower permitted by such Guaranty Obligation is created, incurred or assumed or arises as a result thereof and provided further, that upon entering into any ---------------- such Guaranty Obligation with respect to any lease subject to Section 11.19.12, the Borrowers shall be in compliance with Section 9.12 with respect to such lease;
(d) Guaranty obligations of Southern Business Communications, Inc. pursuant to that Guaranty Agreement dated as of November 1, 2000 entered in favor of National Build to Suit Brookside 500/600, L.L.C. (the "Landlord") with respect to certain obligations of AV Presentations, Inc. under the lease agreement dated as of November 7, 2000 by and between AV Presentations, Inc. and Landlord, a copy of which lease agreement and guaranty agreement have been delivered to the Administrative Agent;
(ie) Guaranty Obligations of certain Subsidiaries of the Company with respect to the Subordinated of any Debt of the Company evidenced Borrowers which is permitted by the Existing Subordinated Notes (provided that such Guaranty Obligations shall be released and terminated on June 26, 2003), (ii) Guaranty Obligations of certain Subsidiaries of the Company with respect to the Subordinated Debt of the Company permitted pursuant to Section 11.1(c) and (iii) Guaranty Obligations of certain Subsidiaries of the Company with respect to Subordinated Debt permitted pursuant to Section 11.1(k11.1(e); and
(f) Guaranty Obligations of the Company and its Subsidiaries which consist of customary indemnification and purchase price adjustment obligations incurred in connection with respect to Operating Leases entered into the purchase of assets or capital stock in the ordinary course of business by the other Borrowers.each case permitted hereunder; and
Appears in 1 contract
