Common use of Newco Financing Clause in Contracts

Newco Financing. Notwithstanding anything to the contrary in any Loan Document, the Borrower shall be permitted to form wholly-owned passive holding company Restricted Subsidiaries (each, a “NewCo”), which shall not be required to be Guarantors. The Borrower may contribute the Equity Interests of Subsidiary Guarantors (and any other Subsidiaries that are direct or indirect subsidiaries of such Subsidiary Guarantors (and not direct subsidiaries of NewCo)) to a NewCo, however, this shall not impact the guaranty requirements set forth in this Agreement with respect to any such entities owned by a NewCo, and a NewCo itself (but not any entities it owns) shall be disregarded in calculating the guaranty requirement test set forth in Section 5.09(b). Any NewCo shall be a passive holding company and shall not own any material assets or conduct any material business other than the ownership of the Equity Interests of Subsidiary Guarantors (and their Subsidiaries) as set forth above, provided that a NewCo may incur unsecured Indebtedness (and may conduct activities related to such incurrence and maintenance of such Indebtedness) (a) that is not Guaranteed by or for which other credit support is provided by any other person other than an unsecured Guarantee from the Parent Guarantor, (b) the terms of which do not restrict the ability of the Secured Parties (or an agent on their behalf) under the Loan Documents (or under any Indebtedness that replaces or refinances any facilities under the Loan Documents) to realize on the value of the Guarantees and security with respect to such Subsidiary Guarantors, (c) which such Indebtedness shall not contain any restriction on dividends or similar distributions by NewCo or any of the entities owned directly or indirectly by NewCo, (d) which such indebtedness represents a refinancing or replacement of existing Indebtedness at the Parent Guarantor or the Borrower in an amount no greater than the principal amount of such refinanced or replaced indebtedness, plus amounts to pay accrued interest, fees and related expenses and (e) the other terms of which are reasonably satisfactory to the Administrative Agent (“NewCo Indebtedness”, the transfer of equity in Guarantors (and their Subsidiaries) to a NewCo as set forth above, a “NewCo Transfer”). Notwithstanding anything to the contrary in this Agreement (including Section 9.02), the Borrower and the Administrative Agent may enter into amendments to the Loan Documentation without the consent of any other parties hereto to effect the provisions of this Section 2.21.