Permitted Activities. The limited purposes for which the Company is organized are to engage in the following activities (“Permitted Activities”): (i) to acquire all right, title and interest in receivables or leases originated to finance the sale or lease of new or used motor vehicles, including cars, trucks and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors and other related rights (“Receivables”); (ii) to acquire, own, hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights; (iii) to acquire from Ford Credit or its Affiliates one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables; (iv) to transfer Receivables or Underlying ABS to one or more grantor, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements; (v) to authorize, accept, hold, sell and/or deliver in connection with securitization transactions one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by the Trusts under one or more indentures or similar agreements (each, an “Indenture”) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Company has no liability under any Securities except for its obligations relating to the pools of Receivables or Underlying ABS securing or collateralizing the Securities; (vi) to establish bank accounts for the Company; (vii) to execute applications or other documents or take any other action in connection with the qualification, licensing or authorization of the Company to engage in business in any jurisdiction; (viii) to execute all documents necessary for the Company to form one or more limited liability companies, Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and (ix) to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related or incidental to the purposes and powers described above and are necessary or advisable to accomplish those purposes and powers.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Ford Credit Auto Receivables Two LLC), Limited Liability Company Agreement (Ford Credit Auto Receivables Two LLC), Limited Liability Company Agreement (Ford Credit Auto Receivables Two LLC)
Permitted Activities. The limited purposes for which the Company is organized are to Holdings will not engage in any material operating or business activities; provided that the following and any activities (“Permitted Activities”):
incidental thereto shall be permitted in any event: (i) to acquire all right, title its ownership of the Stock of the Borrower and interest in receivables or leases originated to finance the sale or lease of new or used motor vehiclesits other Subsidiaries, including cars, trucks receipt and utility vehicles, payment of dividends and payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors respect of Indebtedness and other related rights (“Receivables”);
amounts in respect of Stock, (ii) the maintenance of its legal existence (including the ability to acquireincur and pay, ownas applicable, holdfees, servicecosts and expenses and taxes relating to such maintenance), sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights;
(iii) the performance of its obligations with respect to acquire from Ford the Transactions, the Credit or its Affiliates one or more series or classes of bondsDocuments and any other documents governing Indebtedness permitted hereby, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables;
(iv) to transfer Receivables any public offering of its or Underlying ABS to one its direct or more grantorindirect parent entity’s common equity or any other issuance or sale of its or its direct or indirect parent entity’s Stock, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements;
(v) to authorizefinancing activities, acceptincluding the issuance of securities, holdincurrence of debt, sell and/or deliver in connection with securitization transactions one or more series or classes receipt and payment of bondsdividends and distributions, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by the Trusts under one or more indentures or similar agreements (each, an “Indenture”) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Company has no liability under any Securities except for its obligations relating making contributions to the pools capital of Receivables or Underlying ABS securing or collateralizing its Subsidiaries and guaranteeing the Securities;
obligations of the Borrower and its other Subsidiaries, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to establish bank accounts for the Company;
its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (vii) to execute applications holding any cash or other documents or take property (but not operate any other action in connection with the qualificationproperty), licensing or authorization of the Company to engage in business in any jurisdiction;
(viii) to execute all documents necessary for the Company to form one making and receiving of any dividends, payments in respect of Indebtedness or more limited liability companiesInvestments permitted hereunder, Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and
(ix) providing indemnification to engage in officers and directors, (x) activities relating to any activity Permitted Reorganization or IPO Reorganization Transaction, (xi) activities related to (A) the Plan and to exercise any powers permitted to limited liability companies under the laws consummation of the State Transactions and activities contemplated thereby and (B) the Shared Services and Tax Agreements, (xii) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Delaware that are related or Holdings (in compliance with the definition of “Holdings” in this Agreement), (xiii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiv) activities incidental to Permitted Acquisitions or similar Investments consummated by the purposes Borrower and powers described above the Restricted Subsidiaries, including the formation of acquisition vehicle entities and are necessary intercompany loans and/or Investments incidental to such Permitted Acquisitions or advisable similar Investments, (xv) any transaction with the Borrower or any Restricted Subsidiary to accomplish those purposes the extent expressly permitted under this Section 10, and powers(xvi) any activities incidental or reasonably related to the foregoing.
Appears in 3 contracts
Samples: Credit Agreement (Vistra Energy Corp), Credit Agreement (Energy Future Competitive Holdings Co LLC), Senior Secured Debtor in Possession Credit Agreement (Energy Future Competitive Holdings Co LLC)
Permitted Activities. The limited purposes for which the Company is organized are to Holdings shall not engage in any material operating or business activities; provided that the following and any activities (“Permitted Activities”):
incidental thereto shall be permitted in any event: (i) to acquire all right, title its ownership of the Equity Interests of CGI Borrower and interest in receivables or leases originated to finance the sale or lease of new or used motor vehiclesactivities incidental thereto, including cars, trucks receipt and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors payment of Restricted Payments and other related rights (“Receivables”);
amounts in respect of Equity Interests, (ii) the maintenance of its legal existence (including the ability to acquireincur fees, owncosts and expenses relating to such maintenance), hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights;
(iii) the performance of its obligations with respect to acquire from Ford the Transactions, the Credit or its Affiliates one or more series or classes of bondsDocuments, notes or any Term Loan Credit Documents and any other evidences of indebtednessdocuments governing Indebtedness permitted hereby, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables;
(iv) to transfer Receivables any public offering of its common equity or Underlying ABS to one any other issuance or more grantorsale of its Equity Interests, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements;
(v) to authorizefinancing activities, acceptincluding the issuance of securities, holdincurrence of debt, sell and/or deliver in connection with securitization transactions one or more series or classes payment of bondsdividends and distributions, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by the Trusts under one or more indentures or similar agreements (each, an “Indenture”) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Company has no liability under any Securities except for its obligations relating making contributions to the pools capital of Receivables or Underlying ABS securing or collateralizing CGI Borrower, guaranteeing the Securities;
obligations of CGI Borrower and its other Subsidiaries and receipt of the DTR Note and any transaction involving the satisfaction of the DTR Note in accordance with its terms, (vi) to establish bank accounts for if applicable, participating in tax, accounting and other administrative matters as a member of the Company;
consolidated group of Holdings and CGI Borrower, (vii) to execute applications holding any cash or other documents or take property (but not operate any other action in connection with the qualificationproperty), licensing or authorization of the Company to engage in business in any jurisdiction;
(viii) to execute all documents necessary for the Company to form one making of any Restricted Payments or more limited liability companiesInvestments permitted hereunder, Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and
(ix) providing indemnification to engage in officers and directors, (x) activities relating to any activity Permitted Reorganization, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (pursuant to the definition of Holdings), (xii) repurchases of Indebtedness through open market purchases and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related or Dutch auctions, (xiii) activities incidental to Permitted Acquisitions or similar Investments consummated by CGI Borrower and the purposes Restricted Subsidiaries, including the formation of acquisition vehicle entities and powers described above intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments and are necessary (xiv) any activities incidental or advisable reasonably related to accomplish those purposes and powersthe foregoing.
Appears in 3 contracts
Samples: Credit Agreement (Canada Goose Holdings Inc.), Credit Agreement (Canada Goose Holdings Inc.), Credit Agreement (Canada Goose Holdings Inc.)
Permitted Activities. The limited purposes for which the Company is organized are to Holdings will not engage in any material operating or business activities; provided, that the following and any activities (“Permitted Activities”):
incidental or related thereto shall be permitted in any event: (i) to acquire all right, title its ownership of the Equity Interests of the Borrower and interest in receivables or leases originated to finance the sale or lease of new or used motor vehiclesits other Subsidiaries and activities incidental thereto, including cars, trucks receipt and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors payment of Restricted Payments and other related rights (“Receivables”);
amounts in respect of Equity Interests, (ii) the maintenance of its legal existence (including the ability to acquireincur and pay, ownas applicable, holdfees, servicecosts and expenses and taxes relating to such maintenance), sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights;
(iii) the performance of its obligations with respect to acquire from Ford the Transactions (including under the Acquisition Agreements), the Credit or its Affiliates one or more series or classes of bondsDocuments, notes or the Second Priority Debt Documents and any other evidences of indebtednessdocuments governing Indebtedness permitted hereby, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables;
(iv) to transfer Receivables any public offering of its or Underlying ABS to one a direct or more grantorindirect parent entity’s common equity or any other issuance or sale of its or a direct or indirect parent entity’s Equity Interests, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements;
(v) to authorizefinancing activities, acceptincluding the issuance of securities, holdincurrence of debt, sell and/or deliver in connection with securitization transactions one or more series or classes receipt and payment of bondsdividends and distributions, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by the Trusts under one or more indentures or similar agreements (each, an “Indenture”) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Company has no liability under any Securities except for its obligations relating making contributions to the pools capital of Receivables or Underlying ABS securing or collateralizing its Subsidiaries and guaranteeing the Securities;
obligations of the Borrower and its other Subsidiaries, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated, combined or unitary group and the provision of administrative and advisory services (including treasury and insurance services) to establish bank accounts for the Company;
its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (vii) to execute applications holding any cash or other documents or take property (but not operate any other action in connection with the qualificationproperty), licensing or authorization of the Company to engage in business in any jurisdiction;
(viii) to execute all documents necessary for the Company to form one making and receiving of any Restricted Payments or more limited liability companiesInvestments permitted hereunder, Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and
(ix) providing indemnification to engage officers and directors, (x) activities relating to any Permitted Reorganization, IPO Reorganization Transaction or a Qualifying IPO, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in any activity compliance with the definitions of “Holdings” and to exercise any powers permitted to limited liability companies under the laws “New Holdings” in this Agreement), (xii) repurchases of the State of Delaware that are related or Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions or similar Investments consummated by the purposes Borrower and powers described above the Restricted Subsidiaries, including the formation of acquisition vehicle entities and are necessary intercompany loans and/or Investments incidental to such Permitted Acquisitions or advisable similar Investments, (xiv) any transaction with the Borrower or any Restricted Subsidiary to accomplish those purposes the extent expressly permitted under this Section 10 and powers(xv) any activities incidental or reasonably related to the foregoing.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Aveanna Healthcare Holdings, Inc.), First Lien Credit Agreement (Aveanna Healthcare Holdings, Inc.)
Permitted Activities. The limited purposes for which the Company is organized are to Holdings shall not engage in any material operating or business activities; provided that the following activities (“Permitted Activities”):
shall be permitted in any event: (i) to acquire all rightits ownership of the Equity Interests of the Borrowers and its other Subsidiaries and activities incidental thereto, title and interest in receivables or leases originated to finance the sale or lease of new or used motor vehicles, including cars, trucks and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors and other related rights (“Receivables”);
(ii) the maintenance of its legal existence (including the ability to acquireincur fees, owncosts and expenses relating to such maintenance), hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights;
(iii) the performance of its obligations with respect to acquire from Ford Credit or its Affiliates one or more series or classes of bondsthe Financing Agreements and any other Indebtedness, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables;
(iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to transfer Receivables or Underlying ABS to one or more grantorthe capital of the Borrowers and its other Subsidiaries and guaranteeing the obligations of the Borrowers and its other Subsidiaries, business(vi) participating in tax, statutory or accounting and other trusts established by administrative matters as a member of the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) consolidated group of Holdings and the servicer Borrowers and its other Subsidiaries, (vii) holding any cash or property (but not operating any property), (viii) providing indemnification to officers, managers and directors, (ix) the performance of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements;
(v) to authorize, accept, hold, sell and/or deliver and in connection with securitization transactions one or more series or classes of bondsits Organizational Documents, notes or the ABL Facility Documentation, the NAI Purchase Agreement, the Eastern Division Sale Agreement, the other evidences of indebtedness, certificates or other securities (“Securities”) issued agreements contemplated by the Trusts under one or more indentures or similar NAI Purchase Agreement and the Eastern Division Sale Agreement, the Original Closing Date Transactions, the Safeway Merger Agreement, the Transactions, any agreements (each, an “Indenture”contemplated by Section 10.8(b)(ii) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Company has no liability under any Securities except for its obligations relating to the pools of Receivables or Underlying ABS securing or collateralizing the Securities;
(vi) to establish bank accounts for the Company;
(vii) to execute applications or other documents or take any other action in connection with agreements contemplated hereby and thereby (including any related to its Subsidiaries other than the qualification, licensing or authorization of the Company to engage in business in any jurisdiction;
(viii) to execute all documents necessary for the Company to form one or more limited liability companies, Trusts or other subsidiaries of the Company (whether owned in whole or in part by the CompanyBorrowers), with the Company acting on its own or together with and (x) any other personsactivities related, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and
(ix) to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related complementary or incidental to the purposes foregoing. Holdings shall not incur any Liens on Equity Interests of the Borrowers other than those for the benefit of the Obligations, Senior Safeway Acquisition Debt, the obligations under the ABL Facility, Permitted Notes, Permitted Ratio Debt, Permitted First Priority Refinancing Debt and powers described above and are necessary or advisable to accomplish those purposes and powersPermitted Junior Priority Refinancing Debt.
Appears in 2 contracts
Samples: Term Loan Agreement (Safeway Stores 42, Inc.), Term Loan Agreement (Albertsons Companies, Inc.)
Permitted Activities. The limited purposes for which With respect to Holdings, notwithstanding any other provision of this Agreement or any other Loan Document to the Company is organized are to contrary:
(a) engage in any material operating or business activities; provided that the following and any activities (“Permitted Activities”):
incidental thereto shall be permitted in any event: (i) to acquire all right, title its ownership of the Equity Interests of the Borrower and interest in receivables or leases originated to finance the sale or lease of new or used motor vehiclesactivities incidental thereto, including cars, trucks and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors receiving dividends and other related rights amounts in respect of such Equity Interests, (“Receivables”ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations under the Loan Documents, (iv) any offering of its common stock or any other issuance or sale of its Equity Interests and the payment of dividends and other amounts in respect of its Equity Interests, (v) the Guarantee of the Obligations, (vi) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (vii) holding any cash or property (but not operate any property), (viii) providing indemnification to officers and directors and (ix) any activities incidental to the foregoing;
(b) own any Equity Interests other than those of the Borrower; or
(c) incur, assume or suffer to exist any Indebtedness for borrowed money or any Guarantee of Indebtedness for borrowed money other than (i) the Guarantee of the Obligations, (ii) the Guarantee of Indebtedness of the Borrower or any its Subsidiaries (to the extent such Indebtedness is otherwise permitted hereunder), provided if such Indebtedness is subordinated to the Obligations then such Guarantee shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent and (iii) Indebtedness owed to the Borrower or any of its Subsidiaries (to the extent such Indebtedness is otherwise permitted hereunder);
(iid) to acquire, own, hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights;
(iii) to acquire from Ford Credit or its Affiliates one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables;
(iv) to transfer Receivables or Underlying ABS to one or more grantor, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements;
(v) to authorize, accept, hold, sell and/or deliver in connection with securitization transactions one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by the Trusts under one or more indentures or similar agreements (each, an “Indenture”) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Company has no liability under any Securities except for its obligations relating to the pools of Receivables or Underlying ABS securing or collateralizing the Securities;
(vi) to establish bank accounts for the Company;
(vii) to execute applications or other documents or take any other action in connection with the qualification, licensing or authorization of the Company to engage in business in any jurisdiction;
(viii) to execute all documents necessary for the Company to form one or more limited liability companies, Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational documentissue Disqualified Equity Interests; and
(ixe) create, incur, assume or suffer to engage in exist any activity Lien on any of its property or assets, whether now owned or hereafter acquired, other than, if Holdings we subject to Section 7.01, nonconsensual Liens permitted under Section 7.01 and to exercise any powers Liens permitted to limited liability companies under the laws of the State of Delaware that are related or incidental to the purposes Sections 7.01(a) and powers described above and are necessary or advisable to accomplish those purposes and powers(gg).
Appears in 2 contracts
Samples: First Amendment to Credit Agreement (Portillo's Inc.), First Amendment to Credit Agreement (Portillo's Inc.)
Permitted Activities. The limited purposes for which the Company is organized are to engage in the following activities (“Permitted Activities”):
(i) to acquire all right, title and interest in receivables or leases originated to finance the sale or lease of new or used motor vehicles, including cars, trucks and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors and other related rights (“Receivables”);
(ii) to acquire, own, hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers vehicle dealers, financing agreements, administration and servicing agreements related to the Receivables or interests of other Persons related to the Receivables, and any proceeds or other related rights;
(iii) to acquire from Ford Credit or its Affiliates one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred ReceivablesReceivables or which acquired Receivables from motor vehicle dealers, including the Titling Companies and related rights;
(iv) to transfer Receivables or Underlying ABS to one or more grantor, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements;
(v) to authorize, accept, hold, sell and/or deliver in connection with securitization transactions one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by the Trusts under one or more indentures or similar agreements (each, an “Indenture”) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Company has no liability under any Securities except for its obligations relating to the pools of Receivables or Underlying ABS securing or collateralizing the Securities;
(vi) to establish bank accounts for the Company;
(vii) to execute applications or other documents or take any other action in connection with the qualification, licensing or authorization of the Company to engage in business in any jurisdiction;
(viii) to execute all documents necessary for the Company to form one or more limited liability companies, Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and
(ix) to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related or incidental to the purposes and powers described above and are necessary or advisable to accomplish those purposes and powers.
Appears in 2 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (CAB East LLC)
Permitted Activities. The limited purposes for which (a) In the Company is organized are to engage in case of the following activities (“Permitted Activities”):
Borrower, (i) to acquire all right, title and interest in receivables directly own any Hotel Real Property or leases originated to finance the sale or lease of new or used motor vehicles, including cars, trucks and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors and other related rights (“Receivables”);
(ii) incur any Liens on direct or indirect Equity Interests of a Material Subsidiary of the Borrower (other than a Non-Recourse Subsidiary) other than non-consensual Liens, those for the benefit of the Secured Obligations and other Indebtedness permitted to acquirebe secured on a ratable basis with the Facility.
(b) In the case of Holdings, owncreate, holdincur, serviceassume or permit to exist any Indebtedness or other material liabilities except (i) the performance of its obligations with respect to Indebtedness under the Loan Documents, sellthe Existing Senior Secured Facility Documents, assign and pledge the Receivablesany Incremental Equivalent Debt, collateral securing the Receivablesany Permitted Ratio Debt, rights under related insurance policies, agreements with motor vehicles dealers any Credit Agreement Refinancing Indebtedness and any proceeds Indebtedness incurred pursuant to Section 2.14 (or other related rights;
any Permitted Refinancing of any of the foregoing) to the extent such Indebtedness is permitted to be secured on a ratable basis with the Facility, (ii) any Indebtedness subordinated in right of payment to the Obligations expressly by its terms or any unsecured guarantee in respect of such subordinated Indebtedness, provided that such guarantee shall be subordinated to the Obligations to the same extent and on the same terms as the Indebtedness so guaranteed is subordinated to the Obligations, (iii) to acquire from Ford Credit or its Affiliates one or more series or classes non-recourse guarantees in respect of bondsIndebtedness of any Subsidiary of Holdings being a sister company of the Borrower, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables;
(iv) liabilities imposed by law, including tax liabilities, and other liabilities incidental to transfer Receivables or Underlying ABS to one or more grantorits existence and permitted business and activities, businessincluding all Holdings Administrative Costs, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements;
(v) any Indebtedness arising under guarantees entered into pursuant to authorizeSection 2:403 of the Dutch Civil Code in respect of any group company (groepsmaatschappij) as described in Section 2:24b of the Dutch Civil Code and any residual liability with respect to such guarantees arising under Section 2:404 of the Dutch Civil Code, accept, hold, sell and/or deliver (vi) any Indebtedness under Disqualified Equity Interests and (v) guarantees of other obligations (other than in relation to any Indebtedness for borrowed money unless limited to customary “bad boy” guarantees in connection with securitization transactions one non-recourse guarantees in respect of Indebtedness) in an aggregate amount at any time outstanding not to exceed $75,000,000.
(c) In the case of Holdings, create, incur, assume or more series or classes permit to exist any Lien (other than non-consensual Liens and those for the benefit of bonds, notes the Secured Obligations and for the benefit of the secured obligations under the Existing Senior Secured Facility Documents) on any Equity Interests of the Borrower directly held by it except Liens in favor of a banking or other evidences financial institution arising as a matter of indebtedness, certificates Law or under customary general terms and conditions encumbering deposits or other securities funds or assets maintained with a financial institution (“Securities”) issued by including the Trusts under one or more indentures or similar agreements (each, an “Indenture”right of set-off) and secured that are within the general parameters customary in the banking industry or collateralized arising pursuant to such banking institutions general terms and conditions.
(d) [Reserved].
(e) [Reserved].
(f) In the case of any Intermediate Holdco, own or acquire any material assets (other than Equity Interests of Subsidiaries of the Borrower, cash or Cash Equivalents or Investments permitted by one Section 7.02(c)(i)) or more pools engage in any material operations or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of Receivables or Underlying ABSthe Equity Interests of Subsidiaries of the Borrower and activities incidental thereto, so long as (ii) the Company has no liability under any Securities except for maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations relating as a guarantor with respect to the pools Loan Documents and the Existing Senior Secured Facility Documents or any Permitted Refinancing of Receivables any of the foregoing, any intercompany Indebtedness permitted by Section 7.03(d), any Indebtedness subordinated in right of payments to the Obligations expressly by its terms and any other documents governing Indebtedness or Underlying ABS securing or collateralizing guarantees permitted under this Agreement, (iv) if applicable, participating in tax, accounting and other administrative matters as a member of the Securities;
consolidated group of Holdings and its Subsidiaries, (v) making Restricted Payments and the receipt of Restricted Payments to the extent permitted by Section 7.06, (vi) providing indemnification to establish bank accounts for the Company;
officers and directors, (vii) activities required to execute applications or other documents or take any other action in connection comply with the qualificationapplicable Laws, licensing or authorization of the Company to engage in business in any jurisdiction;
(viii) intercompany receivables relating to execute all documents necessary for the Company to form one or more limited liability companiesasset management and other intercompany arrangements, Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and
(ix) cash and Cash Equivalents held for tax planning or other general corporate purposes, and (x) any activities incidental or reasonably related to engage in the foregoing.
(g) In the case of any activity Intermediate Holdco, create, incur, assume or permit to exist any Indebtedness or other material liabilities except (i) the performance of its obligations with respect to Indebtedness under the Loan Documents, the Existing Senior Secured Facility Documents, any Incremental Equivalent Debt, any Permitted Ratio Debt, any Credit Agreement Refinancing Indebtedness, any intercompany Indebtedness permitted by Section 7.03(d) and any Indebtedness incurred pursuant to exercise Section 2.14 (or any powers Permitted Refinancing of any of the foregoing) to the extent such Indebtedness is permitted to limited liability companies under be secured on a ratable basis with the laws Facility, (ii) any Indebtedness subordinated in right of payments to the Obligations expressly by its terms or any unsecured guarantee in respect of such subordinated Indebtedness, provided that such guarantee shall be subordinated to the Obligations to the same extent and on the same terms as the Indebtedness so guaranteed is subordinated to the Obligations, (iii) other unsecured Indebtedness in an aggregate principal amount for all Intermediate Holdcos not exceeding $35,000,000 at any time outstanding, (iv) guarantee obligations in respect of Indebtedness of the State Borrower and its Restricted Subsidiaries permitted under Section 7.03, including any Permitted Refinancing of Delaware any of the foregoing; provided that are related or the aggregate principal amount for all Indebtedness permitted to be guaranteed under this clause (iv) shall not exceed for all Intermediate Holdcos $35,000,000 at any time outstanding, (v) intercompany payables relating to asset management and other intercompany arrangements, (vi) if applicable, liabilities relating to participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries, (vii) liabilities relating to providing indemnification to officers and directors, and (viii) liabilities imposed by law, including tax liabilities, and other liabilities incidental to the purposes its existence and powers described above permitted business and are necessary or advisable to accomplish those purposes and powersactivities.
Appears in 2 contracts
Samples: Credit Agreement (Playa Hotels & Resorts N.V.), Credit Agreement (Playa Hotels & Resorts N.V.)
Permitted Activities. The limited purposes for which Each Agent appointed pursuant to Section 2 or 3 hereof may become a creditor, directly or indirectly, of the Company is organized are to engage in Corporation; make any loan or loans thereto; hold any form of indebtedness thereof (including the following activities (“Permitted Activities”):
(i) to acquire all right, title and interest in receivables or leases originated to finance the sale or lease Securities of new or used motor vehicles, including cars, trucks and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors and other related rights (“Receivables”any Series);
(ii) to acquire, ; maintain any accounts thereof; own, holdaccept or negotiate any drafts, servicebills of exchange, sellacceptances or obligations thereof; make disbursements therefor and enter into any banking, assign and pledge financial or business arrangement therewith without limitation; all without any liability on the Receivablespart of the Fiscal Agent or such Paying Agent, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers Transfer Agent or Registrar for any real or apparent conflict of interest by reason of any such dealing. Any holder of Securities and any proceeds or other related rights;
(iii) to acquire from Ford Credit or its Affiliates one or more series or classes entity associated with any holder of bonds, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables;
(iv) to transfer Receivables or Underlying ABS to one or more grantor, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to Securities will be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements;
(v) to authorize, accept, hold, sell and/or deliver in connection with securitization transactions one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by the Trusts under one or more indentures or similar agreements (each, an “Indenture”) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Company has no liability under any Securities except for its obligations relating to the pools of Receivables or Underlying ABS securing or collateralizing the Securities;
(vi) to establish bank accounts for the Company;
(vii) to execute applications or other documents or take any other action in connection with the qualification, licensing or authorization of the Company permitted to engage in business and contractual relationships with the Corporation, the Guarantor and each of their respective affiliates, and to profit therefrom without being obliged to account for such profits. Each of the Corporation and the Guarantor hereby irrevocably waive, in favor of each Agent, any jurisdiction;
conflict of interest which may arise by virtue of such Agent acting in its various capacities under this Agreement or for other customers of the Agent. Each of the Corporation and the Guarantor acknowledge that each Agent and its respective affiliates (viiitogether, the “Agent Parties”) may have interests in, or may be providing or may in the future provide financial or other services to other parties with interests which the Corporation may regard as conflicting with its interests and may possess information (whether or not material to the Corporation) other than as a result of such Agent acting as an Agent hereunder, that such Agent may not be entitled to share with the Corporation. Consistent with its long-standing policy to hold in confidence the affairs of its customers, such Agent will not disclose confidential information obtained from the Corporation (without its consent) to execute all documents necessary for any Agent’s other customers nor will it use on the Company Corporation’s behalf any confidential information obtained from any other customer. Without prejudice to form one or more limited liability companiesthe foregoing, Trusts or other subsidiaries of the Company Corporation agrees that the Agent Parties may deal (whether owned in whole or in part by the Company), with the Company acting on for its own or together with its customers’ account) in, or advise on, securities of any other personsparty and that such dealing or giving of advice, including entering into, on behalf will not constitute a conflict of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and
(ix) to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related or incidental to interest for the purposes and powers described above and are necessary or advisable to accomplish those purposes and powersof this Agreement.
Appears in 2 contracts
Samples: Fiscal Agency Agreement (Crown in Right of New South Wales), Fiscal Agency Agreement (Crown in Right of New South Wales)
Permitted Activities. The limited purposes for which the Company is organized are With respect to Holdings, engage in any operating or business activities; provided that the following and any activities (“Permitted Activities”):
incidental thereto shall be permitted in any event: (i) to acquire all right, title its ownership of the Equity Interests of the Lead Borrower and interest in receivables or leases originated to finance the sale or lease of new or used motor vehiclesactivities incidental thereto, including cars, trucks and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors payment of dividends and other related rights (“Receivables”);
amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence (including the ability to acquireincur fees, owncosts and expenses relating to such maintenance), hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights;
(iii) the performance of its obligations with respect to acquire from Ford Credit or its Affiliates one or more series or classes of bondsthe Loan Documents, notes or the Term Loan Documents, any other evidences of indebtednessdocuments governing Indebtedness permitted hereby, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables;
(iv) to transfer Receivables any public offering of its common stock or Underlying ABS to one any other issuance or more grantorsale of its Equity Interests, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements;
(v) to authorize(1) guaranties in respect of Indebtedness of the Borrowers and Borrowers’ Restricted Subsidiaries permitted under Section 6.01, accept, hold, sell and/or deliver in connection with securitization transactions one or more series or classes including any Refinancing Indebtedness thereof and (2) guaranties of bonds, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued obligations not constituting Indebtedness incurred by the Trusts under one Borrowers or more indentures or similar agreements (eachany of Borrowers’ Restricted Subsidiaries, an “Indenture”) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Company has no liability under any Securities except for its obligations relating to the pools of Receivables or Underlying ABS securing or collateralizing the Securities;
(vi) to establish bank accounts for if applicable, participating in Tax, accounting and other administrative matters as a member of the Company;
consolidated group of Holdings and the Borrowers and Guarantors, (vii) to execute applications holding any cash or other documents or take any other action in connection with the qualificationCash Equivalents, licensing or authorization of the Company to engage in business in any jurisdiction;
(viii) to execute all documents necessary for the Company to form one making of any Restricted Payments or more limited liability companiesInvestments permitted hereunder, Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and
(ix) providing indemnification to engage officers and directors, (x) entering into employment agreements, stock option and stock ownership plans and other similar and customary arrangements with officers, consultants, investment bankers, advisors, employees and directors and performing the activities contemplated thereby and (xi) any activities incidental or reasonably related to the foregoing. Notwithstanding the foregoing in this Section 6.11, the Borrowers shall not incur any activity and to exercise any powers permitted to limited liability companies under the laws Liens on Equity Interests of the State Borrowers other than non-consensual Liens and those for the benefit of Delaware that are related or incidental the Secured Obligations and the obligations with respect to the purposes Term Loan Agreement, Incremental Equivalent Debt, Junior Financing or Refinancing Indebtedness (in each case, subject at all times to the Intercreditor Agreement or an intercreditor agreement on terms reasonably satisfactory to the Administrative Agent and powers described above the Borrowers), and are necessary or advisable to accomplish Holdings shall not own any Equity Interests other than those purposes and powersof the Lead Borrower.
Appears in 2 contracts
Samples: Revolving Loan Credit Agreement (ConvergeOne Holdings, Inc.), Revolving Loan Credit Agreement (Forum Merger Corp)
Permitted Activities. The limited purposes for which the Company is organized are With respect to Holdings, engage in any operating or business activities; provided that the following and any activities (“Permitted Activities”):
incidental thereto shall be permitted in any event: (i) to acquire all right, title its ownership of the Equity Interests of the Borrower and interest in receivables or leases originated to finance the sale or lease of new or used motor vehiclesactivities incidental thereto, including cars, trucks and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors payment of dividends and other related rights (“Receivables”);
amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence (including the ability to acquireincur fees, owncosts and expenses relating to such maintenance), hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights;
(iii) the performance of its obligations with respect to acquire from Ford the Loan Documents, the Revolving Credit or its Affiliates one or more series or classes of bondsDocuments, notes or any other evidences of indebtednessdocuments governing Indebtedness permitted hereby, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables;
(iv) to transfer Receivables any public offering of its common stock or Underlying ABS to one any other issuance or more grantorsale of its Equity Interests, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements;
(v) to authorize(1) guaranties in respect of Indebtedness of the Borrower and its Restricted Subsidiaries permitted under Section 6.01, accept, hold, sell and/or deliver in connection with securitization transactions one or more series or classes including any Refinancing Indebtedness thereof and (2) guaranties of bonds, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued obligations not constituting Indebtedness incurred by the Trusts under one Borrower or more indentures or similar agreements (eachany of its Restricted Subsidiaries, an “Indenture”) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Company has no liability under any Securities except for its obligations relating to the pools of Receivables or Underlying ABS securing or collateralizing the Securities;
(vi) to establish bank accounts for if applicable, participating in Tax, accounting and other administrative matters as a member of the Company;
consolidated group of Holdings and the Borrower, (vii) to execute applications holding any cash or other documents or take any other action in connection with the qualificationCash Equivalents, licensing or authorization of the Company to engage in business in any jurisdiction;
(viii) to execute all documents necessary for the Company to form one making of any Restricted Payments or more limited liability companiesInvestments permitted hereunder, Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and
(ix) providing indemnification to engage officers and directors, (x) entering into employment agreements, stock option and stock ownership plans and other similar and customary arrangements with officers, consultants, investment bankers, advisors, employees and directors and performing the activities contemplated thereby and (xi) any activities incidental or reasonably related to the foregoing. Notwithstanding the foregoing in this Section 6.11, Holdings shall not incur any activity and to exercise any powers permitted to limited liability companies under the laws Liens on Equity Interests of the State Borrower other than non-consensual Liens and those for the benefit of Delaware that are related or incidental the Secured Obligations and the obligations with respect to the purposes Revolving Credit Agreement and powers described above any Replacement Loans, Incremental Equivalent Debt, Junior Financing or Refinancing Indebtedness (in each case, subject at all times to the Intercreditor Agreement or an intercreditor agreement on terms reasonably satisfactory to the Administrative Agent and are necessary or advisable to accomplish the Borrower), and Holdings shall not own any Equity Interests other than those purposes and powersof the Borrower.
Appears in 2 contracts
Samples: Term Loan Agreement (ConvergeOne Holdings, Inc.), Term Loan Agreement (Forum Merger Corp)
Permitted Activities. The limited purposes for which the Company is organized are to Holdings shall not engage in any material operating or business activities; provided that the following activities (“Permitted Activities”):
shall be permitted in any event: (i) to acquire all rightits ownership of the Equity Interests of the Borrowers and its other Subsidiaries and activities incidental thereto, title and interest in receivables or leases originated to finance the sale or lease of new or used motor vehicles, including cars, trucks and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors and other related rights (“Receivables”);
(ii) the maintenance of its legal existence (including the ability to acquireincur fees, owncosts and expenses relating to such maintenance), hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights;
(iii) the performance of its obligations with respect to acquire from Ford Credit or its Affiliates one or more series or classes of bondsthe Financing Agreements and any other Indebtedness, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables;
(iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to transfer Receivables or Underlying ABS to one or more grantorthe capital of the Borrowers and its other Subsidiaries and guaranteeing the obligations of the Borrowers and its other Subsidiaries, business(vi) participating in tax, statutory or accounting and other trusts established by administrative matters as a member of the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) consolidated group of Holdings and the servicer Borrowers and its other Subsidiaries, (vii) holding any cash or property (but not operating any property), (viii) providing indemnification to officers, managers and directors, (ix) the performance of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements;
(v) to authorize, accept, hold, sell and/or deliver and in connection with securitization transactions one or more series or classes of bondsits Organizational Documents, notes or the ABL Facility Documentation, the NAI Purchase Agreement, the Eastern Division Sale Agreement, the other evidences of indebtedness, certificates or other securities (“Securities”) issued agreements contemplated by the Trusts under one or more indentures or similar NAI Purchase Agreement and the Eastern Division Sale Agreement, the Original Closing Date Transactions, the Safeway Merger Agreement, the Transactions, any agreements (each, an “Indenture”contemplated by Section 10.8(b)(ii) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Company has no liability under any Securities except for its obligations relating to the pools of Receivables or Underlying ABS securing or collateralizing the Securities;
(vi) to establish bank accounts for the Company;
(vii) to execute applications or other documents or take any other action in connection with agreements contemplated hereby and thereby (including any related to its Subsidiaries other than the qualification, licensing or authorization of the Company to engage in business in any jurisdiction;
(viii) to execute all documents necessary for the Company to form one or more limited liability companies, Trusts or other subsidiaries of the Company (whether owned in whole or in part by the CompanyBorrowers), with the Company acting on its own or together with and (x) any other personsactivities related, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and
(ix) to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related complementary or incidental to the purposes foregoing. Holdings shall not incur any Liens on Equity Interests of the Borrowers other than those for the benefit of the Obligations, Senior Safeway Acquisition Debt, the obligations under the ABL Facility, Permitted NotesIncremental Equivalent Debt, Permitted Ratio Debt, Permitted First Priority Refinancing Debt and powers described above and are necessary or advisable to accomplish those purposes and powersPermitted Junior Priority Refinancing Debt.
Appears in 2 contracts
Samples: Term Loan Agreement (Safeway Stores 42, Inc.), Term Loan Agreement (Albertsons Companies, Inc.)
Permitted Activities. The limited purposes for which the Company is organized are to Parent shall not conduct, transact or otherwise engage in the following activities (“Permitted Activities”):
an business or operations or create or assume any Indebtedness other than (i) to acquire ownership and/or acquisition of all rightof the outstanding Equity Interests in Holdings, title and interest in receivables Satelles, Inc., Syncom-Iridium Holdings Corp. or leases originated to finance the sale or lease of new or used motor vehiclesIridium Blocker-B Inc., including cars, trucks and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors and other related rights (“Receivables”);
(ii) the maintenance of its legal existence, including the ability to acquireincur fees, owncosts and expenses relating to such maintenance, holdparticipating in tax, serviceaccounting and other administrative matters as owners of the Equity Interests of Holdings, sellSatelles, assign Inc., Syncom-Iridium Holdings Corp. and pledge the ReceivablesIridium Blocker-B Inc., collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights;
(iii) participating in tax, accounting and other administrative matters as owners of the Equity Interests of Holdings, Satelles, Inc., Iridium Holdings Corp. and Iridium Blocker-B Inc. and reporting related to acquire from Ford Credit or its Affiliates one or more series or classes of bondssuch matters, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables;
(iv) to transfer Receivables or Underlying ABS to one or more grantor, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer performance of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements;
(v) to authorize, accept, hold, sell and/or deliver in connection with securitization transactions one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by the Trusts under one or more indentures or similar agreements (each, an “Indenture”) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Company has no liability under any Securities except for its obligations relating to the pools of Receivables or Underlying ABS securing or collateralizing the Securities;
(vi) to establish bank accounts for the Company;
(vii) to execute applications or other documents or take any other action in connection with the qualificationCredit Documents, licensing any documentation governing Permitted Junior Debt, Permitted Pari Passu Loans, Permitted Pari Passu Notes and any Permitted Refinancing Indebtedness (provided that Parent shall not incur or authorization guarantee any such Indebtedness unless it guarantees the Obligations), (v) any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale not prohibited by this Section 10 (or that would be permitted to the Company extent that Parent was considered to engage in business in any jurisdiction;
be the Borrower and/or a Restricted Subsidiary), including the ability to incur costs, fees and expenses related thereto, (vi) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting matters, (vii) providing indemnification to officers and directors and as otherwise permitted hereunder, (viii) activities incidental to execute all documents necessary for the Company to form one or more limited liability companies, Trusts or other subsidiaries consummation of the Company (whether owned in whole or in part transactions contemplated by the Company)this Agreement, with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and
(ix) any other transaction permitted pursuant to engage in any activity and this Section 10, (x) filing with the SEC related to exercise any powers permitted to limited liability companies under the laws Parent’s ownership of the State Equity Interests of Delaware that are related or Holdings, Satelles, Inc., Iridium Holdings Corp. and Iridium Blocker-B Inc., (xi) the performance of its obligations under employment agreements with senior executives of Parent and (xii) activities incidental to the purposes and powers business or activities described above and are necessary or advisable to accomplish those purposes and powersin clauses (i) through (xi) of this Section 10.12.
Appears in 2 contracts
Samples: Credit Agreement (Iridium Communications Inc.), Credit Agreement (Iridium Communications Inc.)
Permitted Activities. The limited purposes for which the Company is organized are to Holdings will not engage in any material operating or business activities; provided that the following and any activities (“Permitted Activities”):
incidental thereto shall be permitted in any event: (i) to acquire all right, title and interest in receivables or leases originated to finance its ownership of the sale or lease Stock of new or used motor vehiclesthe Parent Borrower, including cars, trucks receipt and utility vehicles, payment of dividends and payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors respect of Indebtedness and other related rights (“Receivables”);
amounts in respect of Stock, (ii) the maintenance of its legal existence (including the ability to acquireincur and pay, ownas applicable, holdfees, servicecosts and expenses and taxes relating to such maintenance), sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights;
(iii) the performance of its obligations with respect to acquire from Ford the Transactions, the Credit or its Affiliates one or more series or classes of bondsDocuments and any other documents governing Indebtedness permitted hereby, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables;
(iv) to transfer Receivables any public offering of its or Underlying ABS to one its direct or more grantorindirect parent entity’s common equity or any other issuance or sale of its or its direct or indirect parent entity’s Stock, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements;
(v) to authorizefinancing activities, acceptincluding the issuance of securities, holdincurrence of debt, sell and/or deliver in connection with securitization transactions one or more series or classes receipt and payment of bondsdividends and distributions, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by the Trusts under one or more indentures or similar agreements (each, an “Indenture”) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Company has no liability under any Securities except for its obligations relating making contributions to the pools capital of Receivables or Underlying ABS securing or collateralizing the Securities;
Parent Borrower and guaranteeing the obligations of the Parent Borrower and the Subsidiaries, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to establish bank accounts for the Company;
its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (vii) to execute applications holding any cash or other documents or take property (but not operate any other action in connection with the qualificationproperty), licensing or authorization of the Company to engage in business in any jurisdiction;
(viii) to execute all documents necessary for the Company to form one making and receiving of any dividends, payments in respect of Indebtedness or more limited liability companiesInvestments permitted hereunder, Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and
(ix) providing indemnification to engage in officers and directors, (x) activities relating to any activity Permitted Reorganization, (xi) activities related to the Plan and to exercise any powers permitted to limited liability companies under the laws consummation of the State Transactions and activities contemplated thereby, (xii) merging, amalgamating or consolidating with or into any direct or indirect parent of Delaware that are related or Holdings (in compliance with the definition of “Holdings” in this Agreement), (xiii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiv) activities incidental to Permitted Acquisitions or similar Investments consummated by the purposes Parent Borrower and powers described above the Restricted Subsidiaries, including the formation of acquisition vehicle entities and are necessary intercompany loans and/or Investments incidental to such Permitted Acquisitions or advisable similar Investments, (xv) any transaction with the Parent Borrower or any Restricted Subsidiary to accomplish those purposes the extent expressly permitted under this Section 10, (xvi) making any AHYDO Catch-Up Payments, (xvii) paying any Taxes it is obligated to pay and powers(xviii) any activities incidental or reasonably related to the foregoing.
Appears in 2 contracts
Samples: Abl Credit Agreement (Avaya Holdings Corp.), Abl Credit Agreement (Avaya Holdings Corp.)
Permitted Activities. The limited purposes for which the Company is organized are to Holdings will not engage in any material operating or business activities; provided that the following and any activities incidental or related thereto shall be permitted in any event:
(“a) its ownership of the Equity Interests of its Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests,
(b) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance),
(c) the performance of its obligations with respect to the Transactions, the Credit Documents and any other documents governing Indebtedness permitted hereby,
(d) any public offering of its or a direct or indirect parent entity’s common equity or any other issuance or sale of its or a direct or indirect parent entity’s Equity Interests,
(e) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other direct and indirect Subsidiaries and incurrence of Liens that would constitute a Permitted Activities”):Lien,
(f) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries,
(g) holding any cash or property (but not operate any material property),
(h) making and receiving of any Restricted Payments or Investments permitted hereunder,
(i) providing indemnification to acquire all rightofficers and directors,
(j) activities relating to any Permitted Reorganization,
(k) merging, title amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and interest “New Holdings” in receivables this Agreement),
(l) repurchases of Indebtedness through pro rata or leases originated non-pro rata purchases and Dutch auctions,
(m) activities incidental to finance Permitted Acquisitions or similar Investments consummated by the sale or lease of new or used motor vehiclesBorrower and its direct and indirect Restricted Subsidiaries, including cars, trucks the formation of acquisition vehicle entities and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles intercompany loans and/or Investments incidental to such Permitted Acquisitions or obligors and other related rights (“Receivables”);similar Investments,
(iin) to acquire, own, hold, service, sell, assign and pledge any transaction with the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and Borrower or any proceeds or other related rights;
(iii) to acquire from Ford Credit or its Affiliates one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables;
(iv) to transfer Receivables or Underlying ABS to one or more grantor, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements;
(v) to authorize, accept, hold, sell and/or deliver in connection with securitization transactions one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by the Trusts under one or more indentures or similar agreements (each, an “Indenture”) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Company has no liability under any Securities except for its obligations relating Restricted Subsidiary to the pools of Receivables extent permitted under Section 9.10 or Underlying ABS securing or collateralizing the Securities;
(vi) to establish bank accounts for the Company;
(vii) to execute applications or other documents or take any other action in connection with the qualificationthis Section 10, licensing or authorization of the Company to engage in business in any jurisdiction;
(viii) to execute all documents necessary for the Company to form one or more limited liability companies, Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and
(ixo) to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are activities incidental or reasonably related or incidental to the purposes and powers described above and are necessary or advisable to accomplish those purposes and powersforegoing.
Appears in 2 contracts
Samples: Credit Agreement (Surgery Partners, Inc.), Credit Agreement (Surgery Partners, Inc.)
Permitted Activities. The limited purposes for which the Company is organized are to engage in the following activities (“Permitted Activities”):
(i) to acquire all right, title and interest in receivables or leases originated to finance in connection with the sale or lease purchase and financing of new or and used motor vehiclescar, including cars, trucks truck and utility vehiclesvehicle inventory by motor vehicle dealers, payments due under them, security interests in the motor vehicles purchased and financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors motor vehicle dealers and other related rights (“Receivables”);
(ii) to acquire, own, hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles vehicle dealers and any proceeds or other related rights;
(iii) to acquire from Ford Credit or its Affiliates one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables;
(iv) to transfer Receivables or Underlying ABS to one or more grantor, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements;
(v) to authorize, accept, hold, sell and/or deliver in connection with securitization transactions one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by the Trusts under one or more indentures or similar agreements (each, an “Indenture”) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Company has no liability under any Securities except for its obligations relating to the pools of Receivables or Underlying ABS securing or collateralizing the Securities;
(vi) to establish bank accounts for the Company;
(vii) to execute applications or other documents or take any other action in connection with the qualification, licensing or authorization of the Company to engage in business in any jurisdiction;
(viii) to execute all documents necessary for the Company to form one or more limited liability companies, Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and
(ix) to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related or incidental to the purposes and powers described above and are necessary or advisable to accomplish those purposes and powers.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Ford Credit Floorplan LLC)
Permitted Activities. The limited purposes for which the Company is organized are to f c \l "2" \* MERGEFORMAT AUTONF D3_TCHoldings will not engage in any material operating or business activities; provided, that the following and any activities (“Permitted Activities”):
incidental or related thereto shall be permitted in any event: (i) to acquire all right, title its ownership of the Equity Interests of the Borrowers and interest in receivables or leases originated to finance the sale or lease of new or used motor vehiclesits other Subsidiaries and activities incidental thereto, including cars, trucks receipt and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors payment of Restricted Payments and other related rights (“Receivables”);
amounts in respect of Equity Interests, (ii) the maintenance of its legal existence (including the ability to acquireincur and pay, ownas applicable, holdfees, servicecosts and expenses and taxes relating to such maintenance), sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights;
(iii) the performance of its obligations with respect to acquire from Ford the Transactions (including under the Comfort Care Acquisition Agreement), the Credit or its Affiliates one or more series or classes of bondsDocuments, notes or the Senior Debt Documents and any other evidences of indebtednessdocuments governing Indebtedness permitted hereby, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables;
(iv) to transfer Receivables any public offering of its or Underlying ABS to one a direct or more grantorindirect parent entity’s common equity or any other issuance or sale of its or a direct or indirect parent entity’s Equity Interests, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements;
(v) to authorizefinancing activities, acceptincluding the issuance of securities, holdincurrence of debt, sell and/or deliver in connection with securitization transactions one or more series or classes receipt and payment of bondsdividends and distributions, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by the Trusts under one or more indentures or similar agreements (each, an “Indenture”) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Company has no liability under any Securities except for its obligations relating making contributions to the pools capital of Receivables or Underlying ABS securing or collateralizing its Subsidiaries and guaranteeing the Securities;
obligations of a Borrower and its other Subsidiaries, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated, combined or unitary group and the provision of administrative and advisory services (including treasury and insurance services) to establish bank accounts for the Company;
its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (vii) to execute applications holding any cash or other documents or take property (but not operate any other action in connection with the qualificationproperty), licensing or authorization of the Company to engage in business in any jurisdiction;
(viii) to execute all documents necessary for the Company to form one making and receiving of any Restricted Payments or more limited liability companiesInvestments permitted hereunder, Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and
(ix) providing indemnification to engage officers and directors, (x) activities relating to any Permitted Reorganization, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in any activity compliance with the definitions of “Holdings” and to exercise any powers permitted to limited liability companies under the laws “New Holdings” in this Agreement), (xii) repurchases of the State of Delaware that are related or Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions or similar Investments consummated by the purposes Borrowers and powers described above the Restricted Subsidiaries, including the formation of acquisition vehicle entities and are necessary intercompany loans and/or Investments incidental to such Permitted Acquisitions or advisable similar Investments, (xiv) any transaction with any Borrower or any Restricted Subsidiary to accomplish those purposes the extent expressly permitted under this Section 10 and powers(xv) any activities incidental or reasonably related to the foregoing.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Aveanna Healthcare Holdings, Inc.)
Permitted Activities. The limited purposes for which the Company is organized are to New Holdings shall not engage in any material operating or business activities; provided that the following activities (“Permitted Activities”):
shall be permitted in any event: (i) to acquire all rightits ownership of the Equity Interests of the Borrowers and its other Subsidiaries and activities incidental thereto, title and interest in receivables or leases originated to finance the sale or lease of new or used motor vehicles, including cars, trucks and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors and other related rights (“Receivables”);
(ii) the maintenance of its legal existence (including the ability to acquireincur fees, owncosts and expenses relating to such maintenance), hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights;
(iii) the performance of its obligations with respect to acquire from Ford Credit or its Affiliates one or more series or classes of bondsthe Financing Agreements and any other Indebtedness, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables;
(iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to transfer Receivables or Underlying ABS to one or more grantorthe capital of the Borrowers and its other Subsidiaries and guaranteeing the obligations of the Borrowers and its other Subsidiaries, business(vi) participating in tax, statutory or accounting and other trusts established by administrative matters as a member of the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) consolidated group of New Holdings and the servicer Borrowers and its other Subsidiaries, (vii) holding any cash or property (but not operating any property), (viii) providing indemnification to officers, managers and directors, (ix) the performance of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements;
(v) to authorize, accept, hold, sell and/or deliver and in connection with securitization transactions one or more series or classes of bondsits Organizational Documents, notes or the ABL Facility Documentation, the NAI Purchase Agreement, the Eastern Division Sale Agreement, the other evidences of indebtedness, certificates or other securities (“Securities”) issued agreements contemplated by the Trusts under one or more indentures or similar NAI Purchase Agreement and the Eastern Division Sale Agreement, the Original Closing Date Transactions, the Safeway Merger Agreement, the Transactions, any agreements (each, an “Indenture”contemplated by Section 10.8(b)(ii) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Company has no liability under any Securities except for its obligations relating to the pools of Receivables or Underlying ABS securing or collateralizing the Securities;
(vi) to establish bank accounts for the Company;
(vii) to execute applications or other documents or take any other action in connection with agreements contemplated hereby and thereby (including any related to its Subsidiaries other than the qualification, licensing or authorization of the Company to engage in business in any jurisdiction;
(viii) to execute all documents necessary for the Company to form one or more limited liability companies, Trusts or other subsidiaries of the Company (whether owned in whole or in part by the CompanyBorrowers), with the Company acting on its own or together with and (x) any other personsactivities related, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and
(ix) to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related complementary or incidental to the purposes foregoing. New Holdings shall not incur any Liens on Equity Interests of the Borrowers other than those for the benefit of the Obligations, Senior Safeway Acquisition Debt, the obligations under the ABL Facility, Incremental Equivalent Debt, Permitted Ratio Debt, Permitted First Priority Refinancing Debt and powers described above and are necessary or advisable to accomplish those purposes and powersPermitted Junior Priority Refinancing Debt.
Appears in 1 contract
Permitted Activities. The limited purposes for which (a) In the Company is organized are to engage in case of the following activities (“Permitted Activities”):
Borrower, (i) to acquire all right, title and interest in receivables directly own any Hotel Real Property or leases originated to finance the sale or lease of new or used motor vehicles, including cars, trucks and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors and other related rights (“Receivables”);
(ii) incur any Liens on direct or indirect Equity Interests of a Material Subsidiary of the Borrower (other than a Non-Recourse Subsidiary) other than non-consensual Liens, those for the benefit of the Secured Obligations and other Indebtedness permitted to acquirebe secured on a ratable basis with the FacilityFacilities .
(b) In the case of Holdings, owncreate, holdincur, serviceassume or permit to exist any Indebtedness or other material liabilities except (i) the performance of its obligations with respect to Indebtedness under the Loan Documents, sellthe Senior Notes Debt Documents any Incremental Equivalent Debt, assign and pledge the Receivablesany Permitted Ratio Debt, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers any Credit Agreement Refinancing Indebtedness and any proceeds Indebtedness incurred pursuant to Section 2.14 (or other related rights;
any Permitted Refinancing of any of the foregoing) to the extent such Indebtedness is permitted to be secured on a ratable basis with the FacilityFacilities , (ii) any Indebtedness subordinated in right of payment to the Obligations expressly by its terms or any unsecured guarantee in respect of such subordinated Indebtedness, provided that such guarantee shall be subordinated to the Obligations to the same extent and on the same terms as the Indebtedness so guaranteed is subordinated to the Obligations, (iii) to acquire from Ford Credit or its Affiliates one or more series or classes non-recourse guarantees in respect of bondsIndebtedness of any Subsidiary of Holdings being a sister company of the Borrower, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables;
(iv) liabilities imposed by law, including tax liabilities, and other liabilities incidental to transfer Receivables or Underlying ABS to one or more grantorits existence and permitted business and activities, businessincluding all Holdings Administrative Costs, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements;
(v) any Indebtedness arising under guarantees entered into pursuant to authorizeSection 2:403 of the Dutch Civil Code in respect of any group company (groepsmaatschappij) as described in Section 2:24b of the Dutch Civil Code and any residual liability with respect to such guarantees arising under Section 2:404 of the Dutch Civil Code, accept, hold, sell and/or deliver (vi) any Indebtedness under Disqualified Equity Interests and (v) guarantees of other obligations (other than in relation to any Indebtedness for borrowed money unless limited to customary “bad boy” guarantees in connection with securitization transactions one non-recourse guarantees in respect of Indebtedness) in an aggregate amount at any time outstanding not to exceed $75,000,000.
(c) In the case of Holdings, create, incur, assume or more series or classes permit to exist any Lien (other than non-consensual Liens and those for the benefit of bonds, notes the Secured Obligations) on any Equity Interests of the Borrower directly held by it except Liens in favor of a banking or other evidences financial institution arising as a matter of indebtedness, certificates Law or under customary general terms and conditions encumbering deposits or other securities funds or assets maintained with a financial institution (“Securities”) issued by including the Trusts under one or more indentures or similar agreements (each, an “Indenture”right of set-off) and secured that are within the general parameters customary in the banking industry or collateralized arising pursuant to such banking institutions general terms and conditions.
(d) [Reserved].
(e) [Reserved].
(f) In the case of any Intermediate Holdco, own or acquire any material assets (other than Equity Interests of Subsidiaries of the Borrower, cash or Cash Equivalents or Investments permitted by one Section 7.02(c)(i)) or more pools engage in any material operations or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of Receivables or Underlying ABSthe Equity Interests of Subsidiaries of the Borrower and activities incidental thereto, so long as (ii) the Company has no liability under any Securities except for maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations relating as a guarantor with respect to the pools Loan Documents and the Senior Notes Debt Documents or any Permitted Refinancing of Receivables any of the foregoing, any intercompany Indebtedness permitted by Section 7.03(d), any Indebtedness subordinated in right of payments to the Obligations expressly by its terms and any other documents governing Indebtedness or Underlying ABS securing or collateralizing guarantees permitted under this Agreement, (iv) if applicable, participating in tax, accounting and other administrative matters as a member of the Securities;
consolidated group of Holdings and its Subsidiaries, (v) making Restricted Payments and the receipt of Restricted Payments to the extent permitted by Section 7.06, (vi) providing indemnification to establish bank accounts for the Company;
officers and directors, (vii) activities required to execute applications or other documents or take any other action in connection comply with the qualificationapplicable Laws, licensing or authorization of the Company to engage in business in any jurisdiction;
(viii) intercompany receivables relating to execute all documents necessary for the Company to form one or more limited liability companiesasset management and other intercompany arrangements, Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and
(ix) cash and Cash Equivalents held for tax planning or other general corporate purposes, and (x) any activities incidental or reasonably related to engage in the foregoing.
(g) In the case of any activity Intermediate Holdco, create, incur, assume or permit to exist any Indebtedness or other material liabilities except (i) the performance of its obligations with respect to Indebtedness under the Loan Documents, the Senior Notes Debt Documents, any Incremental Equivalent Debt, any Permitted Ratio Debt, any Credit Agreement Refinancing Indebtedness, any intercompany Indebtedness permitted by Section 7.03(d) and any Indebtedness incurred pursuant to exercise Section 2.14 (or any powers Permitted Refinancing of any of the foregoing) to the extent such Indebtedness is permitted to limited liability companies under be secured on a ratable basis with the laws FacilityFacilities , (ii) any Indebtedness subordinated in right of payments to the Obligations expressly by its terms or any unsecured guarantee in respect of such subordinated Indebtedness, provided that such guarantee shall be subordinated to the Obligations to the same extent and on the same terms as the Indebtedness so guaranteed is subordinated to the Obligations, (iii) other unsecured Indebtedness in an aggregate principal amount for all Intermediate Holdcos not exceeding $35,000,000 at any time outstanding, (iv) guarantee obligations in respect of Indebtedness of the State Borrower and its Restricted Subsidiaries permitted under Section 7.03, including any Permitted Refinancing of Delaware any of the foregoing; provided that are related or the aggregate principal amount for all Indebtedness permitted to be guaranteed under this clause (iv) shall not exceed for all Intermediate Holdcos $35,000,000 at any time outstanding, (v) intercompany payables relating to asset management and other intercompany arrangements, (vi) if applicable, liabilities relating to participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries, (vii) liabilities relating to providing indemnification to officers and directors, and (viii) liabilities imposed by law, including tax liabilities, and other liabilities incidental to the purposes its existence and powers described above permitted business and are necessary or advisable to accomplish those purposes and powersactivities.
Appears in 1 contract
Permitted Activities. The limited purposes for which the Company is organized are With respect to engage in the following activities (“Permitted Activities”):
(i) to acquire all rightHoldings, title and interest in receivables or leases originated to finance the sale or lease of new or used motor vehicles, including cars, trucks and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors and other related rights (“Receivables”);
(ii) to acquire, own, hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights;
(iii) to acquire from Ford Credit or its Affiliates one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables;
(iv) to transfer Receivables or Underlying ABS to one or more grantor, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements;
(v) to authorize, accept, hold, sell and/or deliver in connection with securitization transactions one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by the Trusts under one or more indentures or similar agreements (each, an “Indenture”) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Company has no liability under any Securities except for its obligations relating to the pools of Receivables or Underlying ABS securing or collateralizing the Securities;
(vi) to establish bank accounts for the Company;
(vii) to execute applications or other documents or take any other action in connection with the qualification, licensing or authorization of the Company to engage in business in any jurisdiction;
(viii) to execute all documents necessary for the Company to form one or more limited liability companies, Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and
(ix) to engage in any activity material operating or business activities including, without limitation, the formation of any Subsidiary or the acquisition of any Person; provided that the following and to exercise any powers activities incidental thereto shall be permitted to limited liability companies under the laws in any event: its ownership of the State Equity Interests of Delaware that are related the Borrower, and activities incidental thereto, including payment of dividends and other amounts in respect of such Equity Interests, the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), the performance of its obligations with respect to the Loan Documents and any other documents governing Indebtedness permitted hereby, activities relating to any Permitted Reorganization or any public offering of its common stock or any other issuance or sale of its Qualified Equity Interests, any activities incidental to compliance with the provisions of the Securities Act of 1933 and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and similar laws and regulations of other jurisdictions and the rules of securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders, activities necessary or reasonably advisable for or incidental to the purposes initial registration and powers described above listing of the Public Parent’s common stock and are necessary the continued existence of the Public Parent as a public company, activities required to comply with applicable laws, (1) incurring unsecured Indebtedness expressly subordinated in right of payment to the Obligations on customary market terms or advisable unsecured Guarantees in respect of any such Indebtedness in an aggregate principal amount not to accomplish those purposes exceed the greater of $15,000,000 and powers10% of Consolidated EBITDA as of the last day of the most recently ended Test Period at any time outstanding; provided that such Guarantees shall be subordinated to the Obligations to the same extent and on the same terms as the Indebtedness so guaranteed is subordinated to the Obligations, (2) Guarantees in respect of Indebtedness of the Borrower and its Restricted Subsidiaries permitted under Section 7.03, including any Permitted Refinancing thereof and (3) guarantees of other obligations not constituting Indebtedness incurred by the Borrower or any of their Restricted Subsidiaries, if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, holding any cash or Cash Equivalents, making of any Restricted Payments or Investments permitted hereunder, entering into employment agreements and other arrangements with, including providing indemnification to, officers and directors, establishing and maintaining bank accounts, the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by this Agreement and any activities incidental or reasonably related to the foregoing.
Appears in 1 contract
Permitted Activities. The limited purposes for which the Company is organized are With respect to a Holdco, engage in any material operating or business activities; provided that the following and any activities (“Permitted Activities”):
incidental thereto shall be permitted in any event: (i) to acquire all right(a) in the case of Intermediate Holdings, title its ownership of the Equity Interests of the Borrower and interest in receivables or leases originated to finance the sale or lease of new or used motor vehiclesactivities incidental thereto, including cars, trucks payment of dividends and utility vehicles, payments due under them, security interests other amounts in respect of its Equity Interests and (b) in the motor vehicles financed by themcase of Holdings, proceeds from claims on insurance companies for insurance covering its ownership of the motor vehicles or obligors Equity Interests of Intermediate Holdings and activities incidental thereto, including payment of dividends and other related rights (“Receivables”);
amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence (including the ability to acquireincur fees, owncosts and expenses relating to such maintenance), hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights;
(iii) the performance of its obligations with respect to acquire from Ford Credit the Loan Documents, the Second Lien Loan Documents and any other documents governing Indebtedness permitted to be incurred by the Borrower or its Affiliates one or more series or classes of bondsa Restricted Subsidiary pursuant to Section 7.03, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables;
(iv) to transfer Receivables any public offering of its common stock or Underlying ABS to one any other issuance or more grantorsale of its Equity Interests, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements;
(v) (1) Subordinated Debt or unsecured Guaranteed Obligations in respect of any Subordinated Debt in an aggregate principal amount not to authorizeexceed $5,000,000 at any time outstanding, accept, hold, sell and/or deliver in connection with securitization transactions one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by provided that such Guaranteed Obligations shall be subordinated to the Trusts under one or more indentures or similar agreements (each, an “Indenture”) Obligations to the same extent and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long on the same terms as the Company has no liability under any Securities except for its obligations relating Indebtedness so guaranteed is subordinated to the pools Obligations, (2) Guaranteed Obligations in respect of Receivables Indebtedness of, the Borrower and its Restricted Subsidiaries permitted under Section 7.03, including any Permitted Refinancing thereof and (3) guaranties of other obligations not constituting Indebtedness incurred by, the Borrower or Underlying ABS securing or collateralizing any of the Securities;
Restricted Subsidiaries, (vi) to establish bank accounts for if applicable, participating in tax, accounting and other administrative matters as a member of the Company;
consolidated group of Holdings, Intermediate Holdings and the Borrower, (vii) to execute applications holding any cash or other documents or take property (but not operating any other action in connection with the qualificationproperty), licensing or authorization of the Company to engage in business in any jurisdiction;
(viii) to execute all documents necessary for the Company to form one or more limited liability companies[reserved], Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and
(ix) providing indemnification to engage in officers and directors and (x) any activity activities incidental or reasonably related to the foregoing. No Holdco shall incur any Liens on Equity Interests of Intermediate Holdings or the Borrower, other than non‑consensual Liens and to exercise any powers permitted to limited liability companies under those for the laws benefit of the State of Delaware that are related or incidental First Lien Secured Obligations and the Second Lien Secured Obligations (subject at all times to the purposes Closing Date Intercreditor Agreement). Holdings shall not own any Equity Interests other than those of Intermediate Holdings, and powers described above and are necessary or advisable to accomplish Intermediate Holdings shall not own any Equity Interests other than those purposes and powersof the Borrower.
Appears in 1 contract
Samples: First Lien Credit Agreement (Jason Industries, Inc.)
Permitted Activities. The limited purposes No Parent Company shall (a) incur any Indebtedness for which the Company is organized are to engage in the following activities (“Permitted Activities”):
borrowed money other than (i) to acquire all rightthe Indebtedness under the Loan Documents, title and interest in receivables or leases originated to finance the sale or lease of new or used motor vehicles, including cars, trucks and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors and other related rights (“Receivables”);
(ii) to acquireGuarantees of Indebtedness of any Borrower and a Borrower’s Subsidiaries permitted hereunder, own, hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights;
(iii) Qualified Holding Company Debt; (b) create or suffer to acquire from Ford Credit exist any Lien upon any property or its Affiliates one assets now owned or more series or classes of bondshereafter acquired by it other than (i) the Liens created under the Collateral Documents, notes or (ii) any other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables;
(iv) to transfer Receivables or Underlying ABS to one or more grantor, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements;
(v) to authorize, accept, hold, sell and/or deliver Lien created in connection with securitization transactions one the Transactions, (iii) Permitted Liens on the Collateral that are secured on a pari passu or more series junior basis or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by junior thereto with the Trusts under one or more indentures or similar agreements (each, an “Indenture”) and secured or collateralized by one or more pools of Receivables or Underlying ABSSecured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(iii) of this Section 7.15(a) and the Company has no liability underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 7.01 and (iv) Liens of the type permitted under Section 7.02 (other than in respect of debt for borrowed money); (c) engage in any Securities except for business activity or own any material assets other than (i) holding, directly or indirectly, the Capital Stock of the Borrowers and, indirectly, any other subsidiary of the Borrowers; (ii) performing its obligations relating under the Loan Documents, the Senior Notes and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted under clause (a)(ii) of this Section 7.15(a); (iii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock); (iv) filing Tax reports and paying Taxes and other customary obligations related thereto in the ordinary course (and contesting any Taxes); (v) preparing reports to the pools of Receivables or Underlying ABS securing or collateralizing the Securities;
Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to establish bank accounts for the Company;
maintain its separate organizational structure or to comply with applicable Requirements of Law; (vii) to execute applications or effecting an IPO and/or any transaction in connection therewith; (viii) holding Cash and other documents or take any other action assets received in connection with Restricted Payments received from, or Investments made by each Borrower and its subsidiaries or contributions to the qualificationcapital of, licensing or authorization proceeds from the issuance of, Capital Stock of Parent, in each case, pending the Company to engage in business in any jurisdiction;
(viii) to execute all documents necessary for the Company to form one or more limited liability companies, Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational documentapplication thereof; and
(ix) providing indemnification for its current or former officers, directors, members of management, managers, employees and advisors or consultants; (x) participating in tax, accounting and other administrative matters; (xi) making Investments contemplated by the Transactions and transactions with respect to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware Parent Company that are related otherwise specifically permitted or expressly contemplated by Article VII; (xii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence) and activities incidental to the purposes foregoing; (xiii) performing activities incidental to any of the foregoing and powers described above and are necessary (xiv) providing a performance guaranty that constitutes a Standard Securitization Undertaking in connection with a Permitted Securitization; or advisable to accomplish those purposes and powers(d) consolidate or amalgamate with, or merge with or into, any Person.
Appears in 1 contract
Permitted Activities. The limited purposes for which the Company is organized are With respect to a Holdco, engage in any material operating or business activities; provided that the following and any activities (“Permitted Activities”):
incidental thereto shall be permitted in any event: (i) to acquire all right(a) in the case of Intermediate Holdings, title its ownership of the Equity Interests of the Borrower and interest in receivables or leases originated to finance the sale or lease of new or used motor vehiclesactivities incidental thereto, including cars, trucks payment of dividends and utility vehicles, payments due under them, security interests other amounts in respect of its Equity Interests and (b) in the motor vehicles financed by themcase of Holdings, proceeds from claims on insurance companies for insurance covering its ownership of the motor vehicles or obligors Equity Interests of Intermediate Holdings and activities incidental thereto, including payment of dividends and other related rights (“Receivables”);
amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence (including the ability to acquireincur fees, owncosts and expenses relating to such maintenance), hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights;
(iii) the performance of its obligations with respect to acquire from Ford Credit the Loan Documents, the First Lien Loan Documents and any other documents governing Indebtedness permitted to be incurred by the Borrower or its Affiliates one or more series or classes of bondsa Restricted Subsidiary pursuant to Section 7.03, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables;
(iv) to transfer Receivables any public offering of its common stock or Underlying ABS to one any other issuance or more grantorsale of its Equity Interests, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements;
(v) (1) Subordinated Debt or unsecured Guaranteed Obligations in respect of any Subordinated Debt in an aggregate principal amount not to authorizeexceed $6,000,000 at any time outstanding, accept, hold, sell and/or deliver in connection with securitization transactions one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by provided that such Guaranteed Obligations shall be subordinated to the Trusts under one or more indentures or similar agreements (each, an “Indenture”) Obligations to the same extent and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long on the same terms as the Company has no liability under any Securities except for its obligations relating Indebtedness so guaranteed is subordinated to the pools Obligations, (2) Guaranteed Obligations in respect of Receivables Indebtedness of, the Borrower and its Restricted Subsidiaries permitted under Section 7.03, including any Permitted Refinancing thereof and (3) guaranties of other obligations not constituting Indebtedness incurred by, the Borrower or Underlying ABS securing or collateralizing any of the Securities;
Restricted Subsidiaries, (vi) to establish bank accounts for if applicable, participating in tax, accounting and other administrative matters as a member of the Company;
consolidated group of Holdings, Intermediate Holdings and the Borrower, (vii) to execute applications holding any cash or other documents or take property (but not operating any other action in connection with the qualificationproperty), licensing or authorization of the Company to engage in business in any jurisdiction;
(viii) to execute all documents necessary for the Company to form one or more limited liability companies[reserved], Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and
(ix) providing indemnification to engage in officers and directors and (x) any activity activities incidental or reasonably related to the foregoing. No Holdco shall incur any Liens on Equity Interests of Intermediate Holdings or the Borrower, other than non‑consensual Liens and to exercise any powers permitted to limited liability companies under those for the laws benefit of the State of Delaware that are related or incidental First Lien Secured Obligations and the Second Lien Secured Obligations (subject at all times to the purposes Closing Date Intercreditor Agreement). Holdings shall not own any Equity Interests other than those of Intermediate Holdings, and powers described above and are necessary or advisable to accomplish Intermediate Holdings shall not own any Equity Interests other than those purposes and powersof the Borrower.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Jason Industries, Inc.)
Permitted Activities. The limited purposes for which the Company is organized are (a) With respect to Holdings, (A) engage in any material operating or business activities or own any material assets; provided that the following and any activities (“Permitted Activities”):
incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrowers and activities incidental thereto (to acquire all right, title and interest in receivables or leases originated to finance the sale or lease of new or used motor vehiclesextent otherwise expressly permitted hereunder), including carspayment of dividends, trucks and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors distributions and other related rights (“Receivables”);
amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence (including the ability to acquireincur fees, owncosts and expenses relating to such maintenance), hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights;
(iii) the performance of its obligations with respect to acquire from Ford Credit or its Affiliates one or more series or classes of bondsthis Agreement, notes or other evidences of indebtednessthe Other Documents, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables;
the Note Documents and the Term Loan Documents, (iv) to transfer Receivables any public offering of its common stock or Underlying ABS to one any other issuance or more grantorsale of its Equity Interests (other than Disqualified Equity Interests), businesspayment of dividends, statutory distributions or other trusts established by amounts, making contributions to the Company (eachcapital of any Borrower and guaranteeing the obligations of any Borrower, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements;
(v) to authorizeparticipating in tax, acceptaccounting and other administrative matters as a member of the consolidated group of KGH and any Borrower, hold, sell and/or deliver in connection with securitization transactions one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by the Trusts under one or more indentures or similar agreements (each, an “Indenture”) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Company has no liability under any Securities except for its obligations relating to the pools of Receivables or Underlying ABS securing or collateralizing the Securities;
(vi) providing indemnification to establish bank accounts for the Company;
officers and directors and, (vii) the providing of guarantees and incurrence of other contingent obligations to execute applications the extent a third party requires any Restricted Subsidiary to provide such guarantees or other documents or take incur such contingent obligations and the underlying obligations are otherwise permitted under the terms of this Agreement, (viii) any other action transaction required in connection with the qualificationTrican Acquisition Documents, licensing or authorization as in effect on the Third Amendment Closing Date and (ix) any activities incidental to the foregoing and (B) own any Equity Interests other than Equity Interests in any Borrower. ChangePro Comparison of ABL and PNC - Exhibit A to Third Amendment 10/3/2016
(b) So long as financial statements of KGH and its consolidated Subsidiaries are being provided in lieu of financial statements of the Company Borrowers and itstheir consolidated Subsidiaries in accordance with Section 9.5, with respect to KGH, (A) engage in any material operating or business activities or own any material assets; provided that the following and any activities incidental thereto shall be permitted in any jurisdiction;
event: (i) its ownership of the Equity Interests of Holdings and activities incidental thereto, including payment of dividends, distributions and other amounts in respect of its Equity Interests,; (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), payment of dividends, distributions or other amounts, making contributions to the capital of Holdings, (iv) participating in tax, accounting and other administrative matters as a member of the consolidated group of KGH, Holdings and the Borrowers, (v) providing indemnification to officers and directors, (vi) the providing of guarantees in respect of the obligations of Holdings or any of its Subsidiaries; provided that the aggregate amount of guaranteed obligations shall not exceed $1,000,000 at any time outstandingand incurring other contingent obligations to the extent a third party requires any Restricted Subsidiary to provide such guarantees or incur such contingent obligations and the underlying obligations are otherwise permitted under the terms of this Agreement; (vii) the performance of the activities set forth on Schedule 7.21; (viii) to execute all documents necessary for the Company to form one or more limited liability companies, Trusts or other subsidiaries of the Company (whether owned in whole or in part any transactions required by the Company)Trican Acquisition Documents, with as in effect on the Company acting on its own or together with Third Amendment Closing Date and (viix) any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and
(ix) to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related or activities incidental to the purposes foregoing and powers described above and are necessary or advisable to accomplish those purposes and powers(B) own any Equity Interests other than Equity Interests in any Borrower.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Keane Group, Inc.)
Permitted Activities. The limited purposes (a) No Parent Company shall (a) incur any Indebtedness for which the Company is organized are to engage in the following activities (“Permitted Activities”):
borrowed money other than (i) to acquire all rightthe Indebtedness under the Loan Documents, title and interest in receivables or leases originated to finance the sale or lease of new or used motor vehicles, including cars, trucks and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors and other related rights (“Receivables”);
(ii) to acquireGuarantees of Indebtedness of any Borrower and a Borrower’s Subsidiaries permitted hereunder, own, hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights;
(iii) Qualified Holding Company Debt; (b) create or suffer to acquire from Ford Credit exist any Lien upon any property or its Affiliates one assets now owned or more series hereafter acquired by it other than (i) the Liens created under the Collateral Documents, (ii) Permitted Liens on the Collateral that are secured on a pari passu or classes of bonds, notes junior basis or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables;
(iv) to transfer Receivables or Underlying ABS to one or more grantor, business, statutory or other trusts established by junior thereto with the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements;
(v) to authorize, accept, hold, sell and/or deliver in connection with securitization transactions one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by the Trusts under one or more indentures or similar agreements (each, an “Indenture”) and secured or collateralized by one or more pools of Receivables or Underlying ABSSecured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) of this Section 7.15(a) and the Company has no liability underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 7.01 and (iii) Liens of the type permitted under Section 7.02 (other than in respect of debt for borrowed money); (c) engage in any Securities except for business activity or own any material assets other than (i) holding, directly or indirectly, the Capital Stock of the Borrowers and, indirectly, any other subsidiary of the Borrowers; (ii) performing its obligations relating under the Loan Documents, and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted under clause (a)(ii) of this Section 7.15(a); (iii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock); (iv) filing Tax reports and paying Taxes and other customary obligations related thereto in the ordinary course (and contesting any Taxes); (v) preparing reports to the pools of Receivables or Underlying ABS securing or collateralizing the Securities;
Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to establish bank accounts for the Company;
maintain its separate organizational structure or to comply with applicable Requirements of Law; (vii) to execute applications or effecting the IPO and/or any transaction in connection therewith; (viii) holding Cash and other documents or take any other action assets received in connection with Restricted Payments received from, or Investments made by each Borrower and its subsidiaries or contributions to the qualificationcapital of, licensing or authorization proceeds from the issuance of, Capital Stock of Parent, in each case, pending the application thereof; (ix) providing indemnification for its current or former officers, directors, members of management, managers, employees and advisors or consultants; (x) participating in tax, accounting and other administrative matters; (xi) making Investments contemplated by the Transactions and transactions with respect to any Parent Company that are otherwise specifically permitted or expressly contemplated by Article 7; (xii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence) and activities incidental to the foregoing; (xiii) performing activities incidental to any of the Company foregoing and (xiv) providing a performance guaranty that constitutes a Standard Securitization Undertaking in connection with a Permitted Securitization; or (d) consolidate or amalgamate with, or merge with or into, any Person.
(b) The US Borrower shall not (a) incur any Indebtedness for borrowed money other than (i) the Indebtedness under the Loan Documents and (ii) Guarantees of Incremental Equivalent Debt and Refinancing Notes; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents, (ii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis or junior thereto with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) of this Section 7.15(b) and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 7.01 and (iv) Liens of the type permitted under Section 7.02 (other than in respect of Indebtedness); (c) engage in any business activity or own any material assets other than (i) performing its obligations under the Loan Documents, and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted under clause (a)(ii) of this Section 7.15(b); (ii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock); (iii) filing Tax reports and paying Taxes and other customary obligations related thereto in the ordinary course (and contesting any jurisdiction;
Taxes); (iv) preparing reports to Governmental Authorities and to its shareholders; (v) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable requirements of Law; (vi) effecting the Transaction; (vii) holding Cash and other assets received in connection with contributions to the capital of, or proceeds from the issuance of, Capital Stock of the U.S. Borrower, in each case, pending the application thereof; (viii) to execute all documents necessary providing indemnification for the Company to form one its current or more limited liability companiesformer officers, Trusts directors, members of management, managers, employees and advisors or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational documentconsultants; and
(ix) participating in tax, accounting and other administrative matters; (x) making Investments contemplated by the Transactions and transactions with respect NY\6497185.2 to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware U.S. Borrower that are related otherwise specifically permitted or expressly contemplated by Article 7; (xi) complying with applicable requirements of Law (including with respect to the maintenance of its existence) and activities incidental to the purposes fore-going; and powers described above and are necessary (xii) performing activities incidental to any of the foregoing; or advisable to accomplish those purposes and powers(d) consolidate or amalgamate with, or merge with or into, any Person.
Appears in 1 contract
Samples: Credit Agreement (Orion S.A.)
Permitted Activities. The limited purposes for which the Company is organized are With respect to a Holdco, engage in any material operating or business activities; provided that the following and any activities (“Permitted Activities”):
incidental thereto shall be permitted in any event: (i) to acquire all right(a) in the case of Intermediate Holdings, title its ownership of the Equity Interests of the Borrower and interest in receivables or leases originated to finance the sale or lease of new or used motor vehiclesactivities incidental thereto, including cars, trucks payment of dividends and utility vehicles, payments due under them, security interests other amounts in respect of its Equity Interests and (b) in the motor vehicles financed by themcase of Holdings, proceeds from claims on insurance companies for insurance covering its ownership of the motor vehicles or obligors Equity Interests of Intermediate Holdings and activities incidental thereto, including payment of dividends and other related rights (“Receivables”);
amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence (including the ability to acquireincur fees, owncosts and expenses relating to such maintenance), hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights;
(iii) the performance of its obligations with respect to acquire from Ford Credit the Loan Documents, the Second Lien Loan Documents and any other documents governing Indebtedness permitted to be incurred by the Borrower or its Affiliates one or more series or classes of bondsa Restricted Subsidiary pursuant to Section 7.03, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables;
(iv) to transfer Receivables any public offering of its common stock or Underlying ABS to one any other issuance or more grantorsale of its Equity Interests, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements;
(v) (1) Subordinated Debt or unsecured Guaranteed Obligations in respect of any Subordinated Debt in an aggregate principal amount not to authorizeexceed $5,000,000 at any time outstanding, accept, hold, sell and/or deliver in connection with securitization transactions one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by provided that such Guaranteed Obligations shall be subordinated to the Trusts under one or more indentures or similar agreements (each, an “Indenture”) Obligations to the same extent and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long on the same terms as the Company has no liability under any Securities except for its obligations relating Indebtedness so guaranteed is subordinated to the pools Obligations, (2) Guaranteed Obligations in respect of Receivables Indebtedness of, the Borrower and its Restricted Subsidiaries permitted under Section 7.03, including any Permitted Refinancing thereof and (3) guaranties of other obligations not constituting Indebtedness incurred by, the Borrower or Underlying ABS securing or collateralizing any of the Securities;
Restricted Subsidiaries, (vi) to establish bank accounts for if applicable, participating in tax, accounting and other administrative matters as a member of the Company;
consolidated group of Holdings, Intermediate Holdings and the Borrower, (vii) to execute applications holding any cash or other documents or take property (but not operating any other action in connection with the qualificationproperty), licensing or authorization of the Company to engage in business in any jurisdiction;
(viii) to execute all documents necessary for the Company to form one or more limited liability companies[reserved], Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and
(ix) providing indemnification to engage in officers and directors AMERICAS 94626185 and (x) any activity activities incidental or reasonably related to the foregoing. No Holdco shall incur any Liens on Equity Interests of Intermediate Holdings or the Borrower, other than non‑consensual Liens and to exercise any powers permitted to limited liability companies under those for the laws benefit of the State of Delaware that are related or incidental First Lien Secured Obligations and the Second Lien Secured Obligations (subject at all times to the purposes Closing Date Intercreditor Agreement). Holdings shall not own any Equity Interests other than those of Intermediate Holdings, and powers described above and are necessary or advisable to accomplish Intermediate Holdings shall not own any Equity Interests other than those purposes and powersof the Borrower.
Appears in 1 contract
Samples: First Lien Credit Agreement (Jason Industries, Inc.)
Permitted Activities. The limited purposes for which (a) In the Company is organized are to engage in case of the following activities (“Permitted Activities”):
Borrower, (i) to acquire all right, title and interest in receivables directly own any Hotel Real Property or leases originated to finance the sale or lease of new or used motor vehicles, including cars, trucks and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors and other related rights (“Receivables”);
(ii) incur any Liens on direct or indirect Equity Interests of a Material Subsidiary of the Borrower (other than a Non-Recourse Subsidiary) other than non-consensual Liens, those for the benefit of the Secured Obligations and other Indebtedness permitted to acquirebe secured on a ratable basis with the Facility.
(b) In the case of Holdings, owncreate, holdincur, serviceassume or permit to exist any Indebtedness or other material liabilities except (i) the performance of its obligations with respect to Indebtedness under the Loan Documents, sellthe Senior Notes Debt Documents any Incremental Equivalent Debt, assign and pledge the Receivablesany Permitted Ratio Debt, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers any Credit Agreement Refinancing Indebtedness and any proceeds Indebtedness incurred pursuant to Section 2.14 (or other related rights;
any Permitted Refinancing of any of the foregoing) to the extent such Indebtedness is permitted to be secured on a ratable basis with the Facility, (ii) any Indebtedness subordinated in right of payment to the Obligations expressly by its terms or any unsecured guarantee in respect of such subordinated Indebtedness, provided that such guarantee shall be subordinated to the Obligations to the same extent and on the same terms as the Indebtedness so guaranteed is subordinated to the Obligations, (iii) to acquire from Ford Credit or its Affiliates one or more series or classes non-recourse guarantees in respect of bondsIndebtedness of any Subsidiary of Holdings being a sister company of the Borrower, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables;
(iv) liabilities imposed by law, including tax liabilities, and other liabilities incidental to transfer Receivables or Underlying ABS to one or more grantorits existence and permitted business and activities, businessincluding all Holdings Administrative Costs, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements;
(v) any Indebtedness arising under guarantees entered into pursuant to authorizeSection 2:403 of the Dutch Civil Code in respect of any group company (groepsmaatschappij) as described in Section 2:24b of the Dutch Civil Code and any residual liability with respect to such guarantees arising under Section 2:404 of the Dutch Civil Code, accept, hold, sell and/or deliver (vi) any Indebtedness under Disqualified Equity Interests and (v) guarantees of other obligations (other than in relation to any Indebtedness for borrowed money unless limited to customary “bad boy” guarantees in connection with securitization transactions one non-recourse guarantees in respect of Indebtedness) in an aggregate amount at any time outstanding not to exceed $75,000,000.
(c) In the case of Holdings, create, incur, assume or more series or classes permit to exist any Lien (other than non-consensual Liens and those for the benefit of bonds, notes the Secured Obligations) on any Equity Interests of the Borrower directly held by it except Liens in favor of a banking or other evidences financial institution arising as a matter of indebtedness, certificates Law or under customary general terms and conditions encumbering deposits or other securities funds or assets maintained with a financial institution (“Securities”) issued by including the Trusts under one or more indentures or similar agreements (each, an “Indenture”right of set-off) and secured that are within the general parameters customary in the banking industry or collateralized arising pursuant to such banking institutions general terms and conditions.
(d) [Reserved].
(e) [Reserved].
(f) In the case of any Intermediate Holdco, own or acquire any material assets (other than Equity Interests of Subsidiaries of the Borrower, cash or Cash Equivalents or Investments permitted by one Section 7.02(c)(i)) or more pools engage in any material operations or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of Receivables or Underlying ABSthe Equity Interests of Subsidiaries of the Borrower and activities incidental thereto, so long as (ii) the Company has no liability under any Securities except for maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations relating as a guarantor with respect to the pools Loan Documents and the Senior Notes Debt Documents or any Permitted Refinancing of Receivables any of the foregoing, any intercompany Indebtedness permitted by Section 7.03(d), any Indebtedness subordinated in right of payments to the Obligations expressly by its terms and any other documents governing Indebtedness or Underlying ABS securing or collateralizing guarantees permitted under this Agreement, (iv) if applicable, participating in tax, accounting and other administrative matters as a member of the Securities;
consolidated group of Holdings and its Subsidiaries, (v) making Restricted Payments and the receipt of Restricted Payments to the extent permitted by Section 7.06, (vi) providing indemnification to establish bank accounts for the Company;
officers and directors, (vii) activities required to execute applications or other documents or take any other action in connection comply with the qualificationapplicable Laws, licensing or authorization of the Company to engage in business in any jurisdiction;
(viii) intercompany receivables relating to execute all documents necessary for the Company to form one or more limited liability companiesasset management and other intercompany arrangements, Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and
(ix) cash and Cash Equivalents held for tax planning or other general corporate purposes, and (x) any activities incidental or reasonably related to engage in the foregoing.
(g) In the case of any activity Intermediate Holdco, create, incur, assume or permit to exist any Indebtedness or other material liabilities except (i) the performance of its obligations with respect to Indebtedness under the Loan Documents, the Senior Notes Debt Documents, any Incremental Equivalent Debt, any Permitted Ratio Debt, any Credit Agreement Refinancing Indebtedness, any intercompany Indebtedness permitted by Section 7.03(d) and any Indebtedness incurred pursuant to exercise Section 2.14 (or any powers Permitted Refinancing of any of the foregoing) to the extent such Indebtedness is permitted to limited liability companies under be secured on a ratable basis with the laws Facility, (ii) any Indebtedness subordinated in right of payments to the Obligations expressly by its terms or any unsecured guarantee in respect of such subordinated Indebtedness, provided that such guarantee shall be subordinated to the Obligations to the same extent and on the same terms as the Indebtedness so guaranteed is subordinated to the Obligations, (iii) other unsecured Indebtedness in an aggregate principal amount for all Intermediate Holdcos not exceeding $35,000,000 at any time outstanding, (iv) guarantee obligations in respect of Indebtedness of the State Borrower and its Restricted Subsidiaries permitted under Section 7.03, including any Permitted Refinancing of Delaware any of the foregoing; provided that are related or the aggregate principal amount for all Indebtedness permitted to be guaranteed under this clause (iv) shall not exceed for all Intermediate Holdcos $35,000,000 at any time outstanding, (v) intercompany payables relating to asset management and other intercompany arrangements, (vi) if applicable, liabilities relating to participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries, (vii) liabilities relating to providing indemnification to officers and directors, and (viii) liabilities imposed by law, including tax liabilities, and other liabilities incidental to the purposes its existence and powers described above permitted business and are necessary or advisable to accomplish those purposes and powersactivities.
Appears in 1 contract
Samples: Restatement Agreement (Playa Hotels & Resorts N.V.)
Permitted Activities. The limited purposes for which the Company is organized are With respect to a Holdco, engage in any material operating or business activities; provided that the following and any activities (“Permitted Activities”):
incidental thereto shall be permitted in any event: (i) to acquire all right(a) in the case of Intermediate Holdings, title its ownership of the Equity Interests of the Borrower and interest in receivables or leases originated to finance the sale or lease of new or used motor vehiclesactivities incidental thereto, including cars, trucks payment of dividends and utility vehicles, payments due under them, security interests other amounts in respect of its Equity Interests and (b) in the motor vehicles financed by themcase of Holdings, proceeds from claims on insurance companies for insurance covering its ownership of the motor vehicles or obligors Equity Interests of Intermediate Holdings and activities incidental thereto, including payment of dividends and other related rights (“Receivables”);
amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence (including the ability to acquireincur fees, owncosts and expenses relating to such maintenance), hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights;
(iii) the performance of its obligations with respect to acquire from Ford Credit the Loan Documents, the Second Lien Loan Documents and any other documents governing Indebtedness permitted to be incurred by the Borrower or its Affiliates one or more series or classes of bondsa Restricted Subsidiary pursuant to Section 7.03, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables;
(iv) to transfer Receivables any public offering of its common stock or Underlying ABS to one any other issuance or more grantorsale of its Equity Interests, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements;
(v) (1) Subordinated Debt or unsecured Guaranteed Obligations in respect of any Subordinated Debt in an aggregate principal amount not to authorizeexceed $5,000,000 at any time outstanding, accept, hold, sell and/or deliver in connection with securitization transactions one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by provided that such Guaranteed Obligations shall be subordinated to the Trusts under one or more indentures or similar agreements (each, an “Indenture”) Obligations to the same extent and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long on the same terms as the Company has no liability under any Securities except for its obligations relating Indebtedness so guaranteed is subordinated to the pools Obligations, (2) Guaranteed Obligations in respect of Receivables Indebtedness of, the Borrower and its Restricted Subsidiaries permitted under Section 7.03, including any Permitted Refinancing thereof and (3) guaranties of other obligations not constituting Indebtedness incurred by, the Borrower or Underlying ABS securing or collateralizing any of the Securities;
Restricted Subsidiaries, (vi) to establish bank accounts for if applicable, participating in tax, accounting and other administrative matters as a member of the Company;
consolidated group of Holdings, Intermediate Holdings and the Borrower, (vii) to execute applications holding any cash or other documents or take property (but not operating any other action in connection with the qualificationproperty), licensing or authorization of the Company to engage in business in any jurisdiction;
(viii) to execute all documents necessary for the Company to form one or more limited liability companies[reserved], Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and
(ix) providing indemnification to engage in officers and directors and (x) any activity activities incidental or reasonably related to the foregoing. No Holdco shall incur any Liens on Equity Interests of Intermediate Holdings or the Borrower, other than non-consensual Liens and to exercise any powers permitted to limited liability companies under those for the laws benefit of the State of Delaware that are related or incidental First Lien Secured Obligations and the Second Lien Secured Obligations (subject at all times to the purposes Closing Date Intercreditor Agreement). Holdings shall not own any Equity Interests other than those of Intermediate Holdings, and powers described above and are necessary or advisable to accomplish Intermediate Holdings shall not own any Equity Interests other than those purposes and powersof the Borrower.
Appears in 1 contract
Samples: First Lien Credit Agreement (Jason Industries, Inc.)
Permitted Activities. The limited purposes for which the Company is organized are to Holdings will not engage in any material operating or business activities; provided, that the following and any activities (“Permitted Activities”):
incidental or related thereto shall be permitted in any event: (i) to acquire all right, title its ownership of the Equity Interests of the Borrower and interest in receivables or leases originated to finance the sale or lease of new or used motor vehiclesits other Subsidiaries and activities incidental thereto, including cars, trucks receipt and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors payment of Restricted Payments and other related rights (“Receivables”);
amounts in respect of Equity Interests, (ii) the maintenance of its legal existence (including the ability to acquireincur and pay, ownas applicable, holdfees, servicecosts and expenses and taxes relating to such maintenance), sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights;
(iii) the performance of its obligations with respect to acquire from Ford the Transactions (including under the Acquisition Agreements), the Credit or its Affiliates one or more series or classes of bondsDocuments, notes or the Second Priority Debt Documents and any other evidences of indebtednessdocuments governing Indebtedness permitted hereby, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables;
(iv) to transfer Receivables any public offering of its or Underlying ABS to one a direct or more grantorindirect parent entity’s common equity or any other issuance or sale of its or a direct or indirect parent entity’s Equity Interests, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements;
(v) to authorizefinancing activities, acceptincluding the issuance of securities, holdincurrence of debt, sell and/or deliver in connection with securitization transactions one or more series or classes receipt and payment of bondsdividends and distributions, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by the Trusts under one or more indentures or similar agreements (each, an “Indenture”) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Company has no liability under any Securities except for its obligations relating making contributions to the pools capital of Receivables or Underlying ABS securing or collateralizing its Subsidiaries and guaranteeing the Securities;
obligations of the Borrower and its other Subsidiaries, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated, combined or unitary group and the provision of administrative and advisory services (including treasury and insurance services) to establish bank accounts for the Company;
its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (vii) to execute applications holding any cash or other documents or take property (but not operate any other action in connection with the qualificationproperty), licensing or authorization of the Company to engage in business in any jurisdiction;
(viii) to execute all documents necessary for the Company to form one making and receiving of any Restricted Payments or more limited liability companiesInvestments permitted hereunder, Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and
(ix) providing indemnification to engage officers and directors, (x) activities relating to any Permitted Reorganization, IPO Reorganization Transaction or a Qualifying IPO, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in any activity compliance with the definitions of “Holdings” and to exercise any powers permitted to limited liability companies under the laws “New Holdings” in this Agreement), (xii) repurchases of the State of Delaware that are related or Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions or similar Investments consummated by the purposes Borrower and powers described above the Restricted Subsidiaries, including the formation of acquisition vehicle entities and are necessary intercompany loans and/or Investments incidental to such Permitted Acquisitions or advisable similar Investments, (xiv) any transaction with the Borrower or any Restricted Subsidiary 237 LEGAL_US_E # 167910103.1167910103.8 to accomplish those purposes the extent expressly permitted under this Section 10 and powers(xv) any activities incidental or reasonably related to the foregoing.
Appears in 1 contract
Samples: First Lien Credit Agreement (Aveanna Healthcare Holdings, Inc.)
Permitted Activities. The limited purposes for which the Company is organized are to Holdings will not engage in any material operating or business activities; provided that the following and any activities (“Permitted Activities”):
incidental thereto shall be permitted in any event: (i) to acquire all right, title its ownership of the Equity Interests of the Borrower and interest in receivables or leases originated to finance the sale or lease of new or used motor vehiclesits other Subsidiaries, including cars, trucks receipt and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors payment of Restricted Payments and other related rights (“Receivables”);
amounts in respect of Equity Interests, (ii) the maintenance of its legal existence (including the ability to acquireincur and pay, ownas applicable, holdfees, servicecosts and expenses and taxes relating to such maintenance), sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights;
(iii) the performance of its obligations with respect to acquire from Ford the Transactions (including under the Acquisition Agreement), the Credit or its Affiliates one or more series or classes of bondsDocuments, notes or the Senior Notes, the Senior Notes Indenture and any other evidences of indebtednessdocuments governing Indebtedness permitted hereby, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables;
(iv) to transfer Receivables any public offering of its common equity or Underlying ABS to one any other issuance or more grantorsale of its Equity Interests, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements;
(v) to authorizefinancing activities, acceptincluding the issuance of securities, holdincurrence of debt, sell and/or deliver in connection with securitization transactions one or more series or classes receipt and payment of bondsdividends and distributions, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by the Trusts under one or more indentures or similar agreements (each, an “Indenture”) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Company has no liability under any Securities except for its obligations relating making contributions to the pools capital of Receivables or Underlying ABS securing or collateralizing its Subsidiaries and guaranteeing the Securities;
obligations of the Borrower and its other Subsidiaries, (vi) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to establish bank accounts for the Company;
its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (vii) to execute applications holding any cash or other documents or take property (but not operate any other action in connection with the qualificationproperty), licensing or authorization of the Company to engage in business in any jurisdiction;
(viii) to execute all documents necessary for the Company to form one making and receiving of any Restricted Payments or more limited liability companiesInvestments permitted hereunder, Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and
(ix) providing indemnification to engage officers and directors, (x) activities relating to any Permitted Reorganization, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in any activity compliance with the definitions of “Holdings” and to exercise any powers permitted to limited liability companies under the laws “New Holdings” in this Agreement), (xii) repurchases of the State of Delaware that are related or Indebtedness through open market purchases and Dutch auctions, (xiii) activities incidental to Permitted Acquisitions or similar Investments consummated by the purposes Borrower and powers described above the Restricted Subsidiaries, including the formation of acquisition vehicle entities and are necessary intercompany loans and/or Investments incidental to such Permitted Acquisitions or advisable similar Investments, (xiv) any transaction with the Borrower or any Restricted Subsidiary to accomplish those purposes the extent expressly permitted under this Section 10 and powers(xv) any activities incidental or reasonably related to the foregoing.
Appears in 1 contract
Samples: Credit Agreement (Blue Coat, Inc.)
Permitted Activities. The limited purposes for which Trust acknowledges that this appointment is non-exclusive and that the Company is organized are Custodian may act as a manager and/or custodian of any Person and may take any action or do anything in relation to engage in the following activities (“Permitted Activities”):
(i) to acquire all right, title and interest in receivables or leases originated to finance the sale or lease of new or used motor vehicles, including cars, trucks and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors and other related rights (“Receivables”);
(ii) to acquire, own, hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights;
(iii) to acquire from Ford Credit or its Affiliates one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables;
(iv) to transfer Receivables or Underlying ABS to one or more grantor, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements;
(v) to authorize, accept, hold, sell and/or deliver in connection with securitization transactions one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by the Trusts under one or more indentures or similar agreements (each, an “Indenture”) and secured or collateralized by one or more pools of Receivables or Underlying ABS, such services so long as the Company has no liability under any Securities except for Custodian is performing its obligations relating under this Custodial Agreement. Subject to Section 11.15, no such performance of other services or the taking of any such action or the doing of any such thing by the Custodian shall be in any manner restricted or otherwise affected by any aspect of the relationship of the Custodian to or with the Trust nor shall it be deemed to violate or give rise to any duty or obligation of the Custodian to the pools of Receivables or Underlying ABS securing or collateralizing Trust except that the Securities;
(vi) Custodian shall not use any Confidential Information other than to establish bank accounts for perform the Company;
(vii) to execute applications or other documents or take Custodial Services and any other action in connection with use of Confidential Information shall be a violation of and a default under this Custodial Agreement. Notwithstanding the qualificationforegoing, licensing or authorization during the term of this Custodial Agreement, the Custodian shall be able to act as Seller, Counterparty and Underwriter and shall establish ethical walls to protect and prevent the misuse of Confidential Information of the Company to engage Trust and avoid or prevent other conflicts of interest and shall put in business in any jurisdiction;
(viii) to execute all documents necessary for place safeguards between the Company to form one or more limited liability companies, Trusts or other subsidiaries employees performing the functions and duties of the Company Custodian (whether owned in whole or in part by "Custodian Employees") and the Companyemployees performing the functions and duties as a Seller ("Seller Employees"), with the Company acting on its own or together with any other personsemployees performing the functions and duties as an Underwriter ("Underwriter Employees") and the employees performing the functions and duties as a Counterparty ("Counterparty Employees"), including entering intosuch that at a minimum, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and
(ix) to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related or incidental no Custodian Employee shall report to the purposes same immediate supervisor as any Seller Employees, Underwriter Employees or Counterparty Employees, and powers described above there shall at all times be separate accountability frameworks between the Custodian Employees and are necessary or advisable to accomplish those purposes and powers.the Seller Employees,
Appears in 1 contract
Samples: Custodial Agreement
Permitted Activities. The limited purposes (a) No Parent Company shall (a) incur any Indebtedness for which the Company is organized are to engage in the following activities (“Permitted Activities”):
borrowed money other than (i) to acquire all rightthe Indebtedness under the Loan Documents, title and interest in receivables or leases originated to finance the sale or lease of new or used motor vehicles, including cars, trucks and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors and other related rights (“Receivables”);
(ii) to acquireGuarantees of Indebtedness of any Borrower and a Borrower’s Subsidiaries permitted hereunder, own, hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights;
(iii) Qualified Holding Company Debt; (b) create or suffer to acquire from Ford Credit exist any Lien upon any property or its Affiliates one assets now owned or more series hereafter acquired by it other than (i) the Liens created under the Collateral Documents, (ii) Permitted Liens on the Collateral that are secured on a pari passu or classes of bonds, notes junior basis or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables;
(iv) to transfer Receivables or Underlying ABS to one or more grantor, business, statutory or other trusts established by junior thereto with the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements;
(v) to authorize, accept, hold, sell and/or deliver in connection with securitization transactions one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by the Trusts under one or more indentures or similar agreements (each, an “Indenture”) and secured or collateralized by one or more pools of Receivables or Underlying ABSSecured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) of this Section 7.15(a) and the Company has no liability underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 7.01 and (iii) Liens of the type permitted under Section 7.02 (other than in respect of debt for borrowed money); (c) engage in any Securities except for business activity or own any material assets other than (i) holding, directly or indirectly, the Capital Stock of the Borrowers and, indirectly, any other subsidiary of the Borrowers; (ii) performing its obligations relating under the Loan Documents, and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted under clause (a)(ii) of this Section 7.15(a); (iii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock); (iv) filing Tax reports and paying Taxes and other customary obligations related thereto in the ordinary course (and contesting any Taxes); (v) preparing reports to the pools of Receivables or Underlying ABS securing or collateralizing the Securities;
Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to establish bank accounts for the Company;
maintain its separate organizational structure or to comply with applicable Requirements of Law; (vii) to execute applications or effecting the IPO and/or any transaction in connection therewith; (viii) holding Cash and other documents or take any other action assets received in connection with Restricted Payments received from, or Investments made by each Borrower and its subsidiaries or contributions to the qualificationcapital of, licensing or authorization proceeds from the issuance of, Capital Stock of Parent, in each case, pending the application thereof; (ix) providing indemnification for its current or former officers, directors, members of management, managers, employees and advisors or consultants; (x) participating in tax, accounting and other administrative matters; (xi) making Investments contemplated by the Transactions and transactions with respect to any Parent Company that are otherwise specifically permitted or expressly contemplated by Article 7; (xii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence) and activities incidental to the foregoing; (xiii) performing activities incidental to any of the Company foregoing and (xiv) providing a performance guaranty that constitutes a Standard Securitization Undertaking in connection with a Permitted Securitization; or (d) consolidate or amalgamate with, or merge with or into, any Person.
(b) The US Borrower shall not (a) incur any Indebtedness for borrowed money other than (i) the Indebtedness under the Loan Documents and (ii) Guarantees of Incremental Equivalent Debt and Refinancing Notes; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents, (ii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis or junior thereto with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) of this Section 7.15(b) and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 7.01 and (iv) Liens of the type permitted under Section 7.02 (other than in respect of Indebtedness); (c) engage in any business activity or own any material assets other than (i) performing its obligations under the Loan Documents, and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted under clause (a)(ii) of this Section 7.15(b); (ii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock); (iii) filing Tax reports and paying Taxes and other customary obligations related thereto in the ordinary course (and contesting any jurisdiction;
Taxes); (iv) preparing reports to Governmental Authorities and to its shareholders; (v) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable requirements of Law; (vi) effecting the Transaction; (vii) holding Cash and other assets received in connection with contributions to the capital of, or proceeds from the issuance of, Capital Stock of the U.S. Borrower, in each case, pending the application thereof; (viii) to execute all documents necessary providing indemnification for the Company to form one its current or more limited liability companiesformer officers, Trusts directors, members of management, managers, employees and advisors or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational documentconsultants; and
(ix) participating in tax, accounting and other administrative matters; (x) making Investments contemplated by the Transactions and transactions with respect to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware U.S. Borrower that are related otherwise specifically permitted or expressly contemplated by Article 7; (xi) complying with applicable requirements of Law (including with respect to the maintenance of its existence) and activities incidental to the purposes fore-going; and powers described above and are necessary (xii) performing activities incidental to any of the foregoing; or advisable to accomplish those purposes and powers(d) consolidate or amalgamate with, or merge with or into, any Person.
Appears in 1 contract
Permitted Activities. The limited purposes for which the Company is organized are to Holdco shall not engage in any material operating or business activities; provided that the following activities (“Permitted Activities”):
shall be permitted in any event: (i) to acquire all rightits ownership of the Equity Interests of the Borrowers and activities incidental thereto, title and interest in receivables or leases originated to finance the sale or lease of new or used motor vehicles, including cars, trucks and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors and other related rights (“Receivables”);
(ii) the maintenance of its legal existence (including the ability to acquireincur fees, owncosts and expenses relating to such maintenance), hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights;
(iii) the performance of its obligations with respect to acquire from Ford Credit or its Affiliates one or more series or classes of bondsthe Loan Documents and any other Indebtedness, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables;
(iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to transfer Receivables or Underlying ABS to one or more grantorthe capital of the Borrowers and guaranteeing the obligations of the Borrowers, business(vi) participating in tax, statutory or accounting and other trusts established by administrative matters as a member of the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) consolidated group of Holdco and the servicer Borrowers and its other Subsidiaries, (vii) holding any cash or property (but not operating any property), (viii) providing indemnification to officers, managers and directors, (ix) the performance of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements;
(v) to authorize, accept, hold, sell and/or deliver and in connection with securitization transactions one or more series or classes of bondsits Organization Documents, notes or the Term Loan Documentation, the NAI Purchase Agreement, the Eastern Division Sale Agreement, the other evidences of indebtedness, certificates or other securities (“Securities”) issued agreements contemplated by the Trusts under one or more indentures or similar NAI Purchase Agreement and the Eastern Division Sale Agreement, the Transactions, the Safeway Merger Agreement, the Restatement Date Transactions, any agreements (each, an “Indenture”contemplated by Section 7.08(b)(ii) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Company has no liability under any Securities except for its obligations relating to the pools of Receivables or Underlying ABS securing or collateralizing the Securities;
(vi) to establish bank accounts for the Company;
(vii) to execute applications or other documents or take any other action in connection with the qualificationagreements contemplated hereby and thereby, licensing or authorization of the Company to engage in business in and (x) any jurisdiction;
(viii) to execute all documents necessary for the Company to form one or more limited liability companiesactivities related, Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and
(ix) to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related complementary or incidental to the purposes foregoing. Holdco shall not incur any Liens on Equity Interests of the Lead Borrower or Safeway other than those for the benefit of the Obligations, Senior Safeway Acquisition Debt, Term Loan Facility Indebtedness and powers described above any Permitted First Priority Refinancing Debt, Permitted Junior Priority Refinancing Debt, and are necessary or advisable to accomplish those purposes Permitted Ratio Debt (each as defined in and powersincurred in compliance with the terms of the Term Loan Credit Agreement as in effect on the Restatement Effective Date), Permitted Holdco Indebtedness and Permitted Refinancing Indebtedness in respect of any of the foregoing.
Appears in 1 contract
Samples: Asset Based Revolving Credit Agreement (Albertsons Companies, Inc.)
Permitted Activities. The limited purposes for which the Company is organized are With respect to a Holdco, engage in any material operating or business activities; provided that the following and any activities (“Permitted Activities”):
incidental thereto shall be permitted in any event: (i) to acquire all right(a) in the case of Intermediate Holdings, title its ownership of the Equity Interests of the Borrower and interest in receivables or leases originated to finance the sale or lease of new or used motor vehiclesactivities incidental thereto, including cars, trucks payment of dividends and utility vehicles, payments due under them, security interests other amounts in respect of its Equity Interests and (b) in the motor vehicles financed by themcase of Holdings, proceeds from claims on insurance companies for insurance covering its ownership of the motor vehicles or obligors Equity Interests of Intermediate Holdings and activities incidental thereto, including payment of dividends and other related rights (“Receivables”);
amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence (including the ability to acquireincur fees, owncosts and expenses relating to such maintenance), hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights;
(iii) the performance of its obligations with respect to acquire from Ford Credit the Loan Documents, the First Lien Loan Documents and any other documents governing Indebtedness permitted to be incurred by the Borrower or its Affiliates one or more series or classes of bondsa Restricted Subsidiary pursuant to Section 7.03, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables;
(iv) to transfer Receivables any public offering of its common stock or Underlying ABS to one any other issuance or more grantorsale of its Equity Interests, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements;
(v) (1) Subordinated Debt or unsecured Guaranteed Obligations in respect of any Subordinated Debt in an aggregate principal amount not to authorizeexceed $6,000,000 at any time outstanding, accept, hold, sell and/or deliver in connection with securitization transactions one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by provided that such Guaranteed Obligations shall be subordinated to the Trusts under one or more indentures or similar agreements (each, an “Indenture”) Obligations to the same extent and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long on the same terms as the Company has no liability under any Securities except for its obligations relating Indebtedness so guaranteed is subordinated to the pools Obligations, (2) Guaranteed Obligations in respect of Receivables Indebtedness of, the Borrower and its Restricted Subsidiaries permitted under Section 7.03, including any Permitted Refinancing thereof and (3) guaranties of other obligations not constituting Indebtedness incurred by, the Borrower or Underlying ABS securing or collateralizing any of the Securities;
Restricted Subsidiaries, (vi) to establish bank accounts for if applicable, participating in tax, accounting and other administrative matters as a member of the Company;
consolidated group of Holdings, Intermediate Holdings and the Borrower, (vii) to execute applications holding any cash or other documents or take property (but not operating any other action in connection with the qualificationproperty), licensing or authorization of the Company to engage in business in any jurisdiction;
(viii) to execute all documents necessary for the Company to form one or more limited liability companies[reserved], Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and
(ix) providing indemnification to engage in officers and directors and (x) any activity activities incidental or reasonably related to the foregoing. No Holdco shall incur any Liens on Equity Interests of Intermediate Holdings or the Borrower, other than non-consensual Liens and to exercise any powers permitted to limited liability companies under those for the laws benefit of the State of Delaware that are related or incidental First Lien Secured Obligations and the Second Lien Secured Obligations (subject at all times to the purposes Closing Date Intercreditor Agreement). Holdings shall not own any Equity Interests other than those of Intermediate Holdings, and powers described above and are necessary or advisable to accomplish Intermediate Holdings shall not own any Equity Interests other than those purposes and powersof the Borrower.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Jason Industries, Inc.)
Permitted Activities. The limited purposes for which the Company is organized are to New Holdings shall not engage in any material operating or business activities; provided that the following activities (“Permitted Activities”):
shall be permitted in any event: (i) to acquire all rightits ownership of the Equity Interests of Holdings, title the Borrowers and interest in receivables or leases originated to finance the sale or lease of new or used motor vehiclesits other Subsidiaries and activities incidental thereto, including cars, trucks and utility vehicles, payments due under them, security interests in the motor vehicles financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or obligors and other related rights (“Receivables”);
(ii) the maintenance of its legal existence (including the ability to acquireincur fees, owncosts and expenses relating to such maintenance), hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicles dealers and any proceeds or other related rights;
(iii) the performance of its obligations with respect to acquire from Ford Credit or its Affiliates one or more series or classes of bondsthe Financing Agreements and any other Indebtedness, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables;
(iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to transfer Receivables or Underlying ABS to one or more grantor, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Companycapital of Holdings, the TrustBorrowers and its other Subsidiaries and guaranteeing the obligations of Holdings, the owner trustee and/or indenture trustee named Borrowers and its other Subsidiaries, (vi) participating in those agreements (eachtax, accounting and other administrative matters as a “Trustee”) and the servicer member of the Receivables named in those agreements consolidated group of New Holdings and Holdings, the Borrowers and its other Subsidiaries, (a “Servicer”vii) holding any cash or property (but not operating any property), (viii) providing indemnification to officers, managers and to perform directors, (ix) the performance of its obligations under those agreements;
(v) to authorize, accept, hold, sell and/or deliver and in connection with securitization transactions one or more series or classes of bondsits Organizational Documents, notes or the ABL Facility Documentation, the NAI Purchase Agreement, the Eastern Division Sale Agreement, the other evidences of indebtedness, certificates or other securities (“Securities”) issued agreements contemplated by the Trusts under one or more indentures or similar NAI Purchase Agreement and the Eastern Division Sale Agreement, the Original Closing Date Transactions, the Safeway Merger Agreement, the Transactions, any agreements (each, an “Indenture”contemplated by Section 10.8(b)(ii) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Company has no liability under any Securities except for its obligations relating to the pools of Receivables or Underlying ABS securing or collateralizing the Securities;
(vi) to establish bank accounts for the Company;
(vii) to execute applications or other documents or take any other action in connection with agreements contemplated hereby and thereby (including any related to its Subsidiaries other than the qualification, licensing or authorization of the Company to engage in business in any jurisdiction;
(viii) to execute all documents necessary for the Company to form one or more limited liability companies, Trusts or other subsidiaries of the Company (whether owned in whole or in part by the CompanyBorrowers), with the Company acting on its own or together with and (x) any other personsactivities related, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and
(ix) to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related complementary or incidental to the purposes foregoing. New Holdings shall not incur any Liens on Equity Interests of Holdings or the Borrowers other than those for the benefit of the Obligations, Senior Safeway Acquisition Debt, the obligations under the ABL Facility, Incremental Equivalent Debt, Permitted Ratio Debt, Permitted First Priority Refinancing Debt and powers described above and are necessary or advisable to accomplish those purposes and powersPermitted Junior Priority Refinancing Debt.
Appears in 1 contract