Redesignation of Unrestricted Subsidiaries. At any time, at the option of the Borrower, upon written notice to the Administrative Agent, redesignate an Unrestricted Subsidiary as a Restricted Subsidiary. Further, promptly after the date on which the Borrower or the Administrative Agent determines that either (i) any Unrestricted Subsidiary and its Subsidiaries individually represent two and one half percent (2.5%) or more of (A) the Consolidated EBITDA of the Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such date or (B) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date or (ii) all Unrestricted Subsidiaries and their respective Subsidiaries collectively represent in the aggregate five percent (5%) or more of (A) the Consolidated EBITDA of the Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such date or (B) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date, then the Borrower shall promptly identify in writing to the Administrative Agent such Unrestricted Subsidiaries to be redesignated as Restricted Subsidiaries to cause such remaining Unrestricted Subsidiaries and their Subsidiaries (after giving effect to such redesignation) to individually represent less than two and one half percent (2.5%) of each of the Consolidated EBITDA of the Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such date and the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date and collectively represent in the aggregate less than five percent (5%) of each of the Consolidated EBITDA of the Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such date and the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date. Furthermore, upon any Unrestricted Subsidiary ceasing to meet the criteria in the definition of “Unrestricted Subsidiary” such Subsidiary shall automatically and without further action be redesignated as a Restricted Subsidiary. Upon the redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary, (x) all outstanding Debt and Liens (if any) of such Subsidiary shall be deemed to have been incurred by such Subsidiary of the Borrower on such date of redesignation and after giving effect to such redesignation and (y) all outstanding Investments of such Subsidiary shall be deemed to be an Investment of a Restricted Subsidiary of the Borrower as of such date of redesignation and after giving effect to such redesignation. Notwithstanding anything to the contrary in this Agreement, solely for the purposes of this subsection (c) and subsection (d) of this Section EBITDA (and all components thereof) shall be calculated to include the Borrower and each of its Subsidiaries (other than any Permitted Franchisee Financing SPE ), including each Unrestricted Subsidiary.
Appears in 3 contracts
Samples: Credit Agreement (Jack in the Box Inc /New/), Credit Agreement (Jack in the Box Inc /New/), Credit Agreement (Jack in the Box Inc /New/)
Redesignation of Unrestricted Subsidiaries. At any time, at the option of the Borrower, time upon written notice to the Administrative Agent, redesignate an Unrestricted Subsidiary as a Restricted Subsidiary. Further, promptly after the date on which the Borrower or the Administrative Agent determines that either (i) any Unrestricted Subsidiary and its Subsidiaries individually represent two and one half percent (2.5%) or more of (A) the Consolidated EBITDA of the Borrower and its Subsidiaries (notwithstanding any definition thereof, calculated to include all Unrestricted Subsidiaries) for the four (4) consecutive fiscal quarters most recently ended prior to such date or (B) the Consolidated assets of the Borrower and its Subsidiaries (notwithstanding any definition thereof, calculated to include all Unrestricted Subsidiaries) as of the most recently ended fiscal quarter prior to such date or (ii) all Unrestricted Subsidiaries and their respective Subsidiaries collectively represent in the aggregate five percent (5%) or more of (A) the Consolidated EBITDA of the Borrower and its Subsidiaries (notwithstanding any definition thereof, calculated to include all Unrestricted Subsidiaries) for the four (4) consecutive fiscal quarters most recently ended prior to such date or (B) the Consolidated assets of the Borrower and its Subsidiaries (notwithstanding any definition thereof, calculated to include all Unrestricted Subsidiaries) as of the most recently ended fiscal quarter prior to such date, then the Borrower shall promptly identify in writing to the Administrative Agent such Unrestricted Subsidiaries to be redesignated as Restricted Subsidiaries to cause such remaining Unrestricted Subsidiaries and their Subsidiaries (after giving effect to such redesignation) to individually represent less than two and one half percent (2.5%) of each of the Consolidated EBITDA and the Consolidated assets of the Borrower and its Subsidiaries (notwithstanding any definition thereof, calculated to include all Unrestricted Subsidiaries) for the four (4) consecutive fiscal quarters most recently ended prior to such date and the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date and collectively represent in the aggregate less than five percent (5%) of each of the Consolidated EBITDA and the Consolidated assets of the Borrower and its Subsidiaries (notwithstanding any definition thereof, calculated to include all Unrestricted Subsidiaries) for the four (4) consecutive fiscal quarters most recently ended prior to such date and the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date. Furthermore, upon any Unrestricted Subsidiary ceasing to meet the criteria in the definition of “Unrestricted Subsidiary” such Subsidiary shall automatically and without further action be redesignated as a Restricted Subsidiary. Upon the redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary, (x) all outstanding Debt and Liens (if any) of such Subsidiary shall be deemed to have been incurred by such Subsidiary of the Borrower on such date of redesignation and after giving effect to such redesignation and (y) all outstanding Investments of such Subsidiary shall be deemed to be an Investment of a Restricted Subsidiary of the Borrower as of such date of redesignation and after giving effect to such redesignation. Notwithstanding anything to the contrary in this Agreement, solely for the purposes of this subsection (c) and subsection (d) of this Section EBITDA (and all components thereof) shall be calculated to include the Borrower and each of its Subsidiaries (other than any Permitted Franchisee Financing SPE ), including each Unrestricted Subsidiary.
Appears in 1 contract
Redesignation of Unrestricted Subsidiaries. At any time, at the option of the Borrower, upon written notice to the Administrative Agent, redesignate an Unrestricted Subsidiary as a Restricted Subsidiary. Further, promptly after the date on which the Borrower or the Administrative Agent determines that either (i) any Unrestricted Subsidiary and its Subsidiaries individually represent two and one half percent (2.5%) or more of (A) the Consolidated EBITDA of the Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such date or (B) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date or (ii) all Unrestricted Subsidiaries and their respective Subsidiaries collectively represent in the aggregate five percent (5%) or more of (A) the Consolidated EBITDA of the Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such date or (B) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date, then the Borrower shall promptly identify in writing to the Administrative Agent such Unrestricted Subsidiaries to be redesignated as Restricted Subsidiaries to cause such remaining Unrestricted Subsidiaries and their Subsidiaries (after giving effect to such redesignation) to individually represent less than two and one half percent (2.5%) of each of the Consolidated EBITDA of the Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such date and the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date and collectively represent in the aggregate less than five percent (5%) of each of the Consolidated EBITDA of the Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such date and the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date. Furthermore, upon any Unrestricted Subsidiary ceasing to meet the criteria in the definition of “Unrestricted Subsidiary” such Subsidiary shall automatically and without further action be redesignated as a Restricted Subsidiary. Upon the redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary, (x) all outstanding Debt and Liens (if any) of such Subsidiary shall be deemed to have been incurred by such Subsidiary of the Borrower on such date of redesignation and after giving effect to such redesignation and (y) all outstanding Investments of such Subsidiary shall be deemed to be an Investment of a Restricted Subsidiary of the Borrower as of such date of redesignation and after giving effect to such redesignation. Notwithstanding anything to the contrary in this Agreement, solely for the purposes of this subsection (c) and subsection (d) of this Section EBITDA (and all components thereof) shall be calculated to include the Borrower and each of its Subsidiaries (other than any Permitted Franchisee Financing SPE ), including each Unrestricted Subsidiary.
Appears in 1 contract
Redesignation of Unrestricted Subsidiaries. At any time, at the option of the Borrower, time upon written notice to the Administrative Agent, redesignate an Unrestricted Subsidiary as a Restricted Subsidiary. Further, promptly after the date on which the Borrower or the Administrative Agent determines that either (i) any Unrestricted Subsidiary and its Subsidiaries individually represent two and one half percent (2.5%) or more of (A) the Consolidated EBITDA of the Borrower and its Subsidiaries (notwithstanding any definition thereof, calculated to include all Unrestricted Subsidiaries) for the four (4) consecutive fiscal quarters most recently ended prior to such date or (B) the Consolidated assets of the Borrower and its Subsidiaries (notwithstanding any definition thereof, calculated to include all Unrestricted Subsidiaries) as of the most recently ended fiscal quarter prior to such date or (ii) all Unrestricted Subsidiaries and their respective Subsidiaries collectively represent in the aggregate five percent (5%) or more of (A) the Consolidated EBITDA of the Borrower and its Subsidiaries (notwithstanding any definition thereof, calculated to include all Unrestricted Subsidiaries) for the four (4) consecutive fiscal quarters most recently ended prior to such date or (B) the Consolidated assets of the Borrower and its Subsidiaries (notwithstanding any definition thereof, calculated to include all Unrestricted Subsidiaries) as of the most recently ended fiscal quarter prior to such date, then the Borrower shall promptly identify in writing to the Administrative Agent such Unrestricted Subsidiaries to be redesignated as Restricted Subsidiaries to cause such remaining Unrestricted Subsidiaries and their Subsidiaries (after giving effect to such redesignation) to individually represent less than two and one half percent (2.5%) of each of the Consolidated EBITDA of the Borrower and its Subsidiaries (notwithstanding any definition thereof, calculated to include all Unrestricted Subsidiaries) for the four (4) consecutive fiscal quarters most recently ended prior to such date and the Consolidated assets of the Borrower and its Subsidiaries (notwithstanding any definition thereof, calculated to include all Unrestricted Subsidiaries) as of the most recently ended fiscal quarter prior to such date and collectively represent in the aggregate less than five percent (5%) of each of the Consolidated EBITDA of the Borrower and its Subsidiaries (notwithstanding any definition thereof, calculated to include all Unrestricted Subsidiaries) for the four (4) consecutive fiscal quarters most recently ended prior to such date and the Consolidated assets of the Borrower and its Subsidiaries (notwithstanding any definition thereof, calculated to include all Unrestricted Subsidiaries) as of the most recently ended fiscal quarter prior to such date. Furthermore, upon any Unrestricted Subsidiary ceasing to meet the criteria in the definition of “Unrestricted Subsidiary” such Subsidiary shall automatically and without further action be redesignated as a Restricted Subsidiary. Upon the redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary, (x) all outstanding Debt and Liens (if any) of such Subsidiary shall be deemed to have been incurred by such Subsidiary of the Borrower on such date of redesignation and after giving effect to such redesignation and (y) all outstanding Investments of such Subsidiary shall be deemed to be an Investment of a Restricted Subsidiary of the Borrower as of such date of redesignation and after giving effect to such redesignation. Notwithstanding anything to the contrary in this Agreement, solely for the purposes of this subsection (c) and subsection (d) of this Section EBITDA (and all components thereof) shall be calculated to include the Borrower and each of its Subsidiaries (other than any Permitted Franchisee Financing SPE ), including each Unrestricted Subsidiary.
Appears in 1 contract
