Common use of Restricted/Unrestricted Subsidiaries Clause in Contracts

Restricted/Unrestricted Subsidiaries. The Borrower: (a) will not, and will not permit the Borrower or any Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Indebtedness of any Unrestricted Subsidiary, except to the extent of any pledge of equity of any Unrestricted Subsidiary permitted hereunder; (b) will not, and will not permit any Restricted Subsidiary to, enter into any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments as a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Indebtedness of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; (c) will not permit any Unrestricted Subsidiary to hold any Equity Interests or other ownership interest in or any Indebtedness of the Borrower or any Restricted Subsidiary; (d) will not, and will not permit any Restricted Subsidiary to, create, assume, incur or suffer to exist any Lien on or in respect of any of its Property (other than any of its interests in the Equity Interests of an Unrestricted Subsidiary) to secure obligations of an Unrestricted Subsidiary; (e) will not and will not permit any Restricted Subsidiary to, sell, assign, pledge, or otherwise transfer any of its Properties to any Unrestricted Subsidiary, or make or permit to exist any loans, advances, or capital contributions to, or make any investment in, or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in, any Unrestricted Subsidiary or in any of its Properties, in each case, if prohibited by Article VI; and (f) will satisfy customary corporate, limited liability company or other organizational formalities and other requirements necessary to preserve the separate legal existence of each Unrestricted Subsidiary from the Borrower and each Restricted Subsidiary.

Restricted/Unrestricted Subsidiaries. The Borrower: (a) will not, The Borrower covenants and will not permit agrees that the Subsidiaries listed in Schedule L (as Schedule L may be amended by the Borrower pursuant to this Agreement from time to time after the Effective Date) as "Unrestricted Subsidiaries" shall be all of the Unrestricted Subsidiaries of the Borrower (excepting only Subsidiaries of Unrestricted Subsidiaries). (b) If an entity is purchased by the Borrower or any Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Indebtedness of any Unrestricted Subsidiary, except to the extent of any pledge of equity of any Unrestricted Subsidiary permitted hereunder; (b) will not, and will such entity would not permit any otherwise qualify as a Restricted Subsidiary to, enter into any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for and the sale Funded Debt (other than Inter-Restricted Group Funded Debt) of promissory notes or an indenture governing capital markets debt instruments as a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Indebtedness of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt entity remains non-recourse to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; (c) will not permit any Unrestricted Subsidiary to hold any Equity Interests or other ownership interest in or any Indebtedness of the Borrower or any Restricted Subsidiary;, the Borrower shall be permitted 12 months from the date of purchase to: (A) retire the Funded Debt of such entity with the proceeds of Funded Debt of the Borrower ranking no higher than pari passu with the Facility, or other funds to the extent necessary to qualify as a Restricted Subsidiary; or (B) assume the Funded Debt of such entity provided it ranks no higher than pari passu with the Facility; provided in either case that the additional Funded Debt of the Borrower does not result in subsection 8.1(l) being contravened. During the 12 months from the date of purchase and prior to such retirement, or assumption of the Funded Debt of such entity, the entity may be designated as a Restricted Subsidiary or Unrestricted Subsidiary, at the Borrower's option. If the entity does not qualify as a Restricted Subsidiary within the 12 month period, the entity (unless it would not otherwise be an Unrestricted Subsidiary as defined herein) shall be designated as an Unrestricted Subsidiary. (dc) will not, and will not permit Neither the Borrower nor any Restricted Subsidiary to, create, assume, incur or suffer to exist any Lien on or in respect of any of its Property (other than any of its interests in the Equity Interests of an Unrestricted Subsidiary) to secure obligations of an Unrestricted Subsidiary; (e) will not and will not permit any Restricted Subsidiary to, sell, assign, pledge, or otherwise transfer any of its Properties to any Unrestricted Subsidiary, or make or permit to exist any loans, advances, or capital contributions to, or make any investment in, or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in, any Unrestricted Subsidiary or in any of its Properties, in each case, if prohibited by Article VI; and (f) will satisfy customary corporate, limited liability company or other organizational formalities and other requirements necessary to preserve the separate legal existence of each Unrestricted Subsidiary from the Borrower and each Restricted Subsidiary.may:

Restricted/Unrestricted Subsidiaries. The Borrower: (a) will not, All Subsidiaries are Restricted Subsidiaries unless they are Unrestricted Subsidiaries. The Borrower covenants and will not permit agrees that the Subsidiaries listed in Schedule L (as Schedule L may be amended by the Borrower pursuant to this Agreement from time to time after the Effective Date) as "Unrestricted Subsidiaries" shall be all of the Unrestricted Subsidiaries of the Borrower (excepting only Subsidiaries of Unrestricted Subsidiaries). (b) If an entity is purchased by the Borrower or any Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Indebtedness of any Unrestricted Subsidiary, except to the extent of any pledge of equity of any Unrestricted Subsidiary permitted hereunder; (b) will not, and will such entity would not permit any otherwise qualify as a Restricted Subsidiary to, enter into any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for and the sale Funded Debt (other than Inter-Restricted Group Funded Debt) of promissory notes or an indenture governing capital markets debt instruments as a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Indebtedness of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt entity remains non-recourse to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; (c) will not permit any Unrestricted Subsidiary to hold any Equity Interests or other ownership interest in or any Indebtedness of the Borrower or any Restricted Subsidiary;, the Borrower shall be permitted 12 months from the date of purchase to: (A) retire the Funded Debt of such entity with the proceeds of Funded Debt of the Borrower ranking no higher than pari passu with the Facility, or other funds to the extent necessary to qualify as a Restricted Subsidiary; or (B) assume the Funded Debt of such entity provided it ranks no higher than pari passu with the Facility; provided in either case that the additional Funded Debt of the Borrower does not result in subsection 8.1(l) being contravened. During the 12 months from the date of purchase and prior to such retirement, or assumption of the Funded Debt of such entity, the entity may be designated as a Restricted Subsidiary or Unrestricted Subsidiary, at the Borrower's option. If the entity does not qualify as a Restricted Subsidiary within the 12 month period, the entity (unless it would not otherwise be an Unrestricted Subsidiary as defined herein) shall be designated as an Unrestricted Subsidiary. (c) Neither the Borrower nor any Restricted Subsidiary may: (i) sell, assign, transfer or otherwise dispose of any properties or assets (other than the disposition of securities of Unrestricted Subsidiaries held thereby) to any one or more Unrestricted Subsidiaries unless: (x) it shall be for consideration not less than the Fair Market Value thereof at the date of such disposition; and (y) after taking into account the overall effect of any transaction giving rise to the change (including for certainty, accounting for any concurrent repayment of Senior Debt) subsection 8.1(l) would not have been contravened by the Borrower if such disposition had occurred prior to the end of the last Fiscal Quarter preceding the date of such disposition; or (ii) purchase or otherwise acquire any properties or assets from any one or more of the Unrestricted Subsidiaries unless: (x) it shall be for consideration not greater than the Fair Market Value of such properties or assets at the date of such acquisition; and (y) after taking into account the overall effect of any transaction giving rise to the change (including for certainty, accounting for any concurrent repayment of Senior Debt) subsection 8.1(l) would not have been contravened by the Borrower if such acquisition had occurred prior to the end of the last Fiscal Quarter preceding the date of such disposition. (d) will notThe Borrower may from time to time deliver a Notice of Amendment of Unrestricted Subsidiaries to the Agent which, and will not permit any Restricted Subsidiary to, create, assume, incur or suffer to exist any Lien on or in respect of any change to Schedule L, shall be effective as of its Property the date of the giving of such notice provided that, after taking into account the overall effect of any transaction giving rise to the change (other than including for certainty, accounting for any concurrent repayment of its interests in Senior Debt) subsection 8.1(l) would not have been contravened and no Event of Default shall occur as a result of such designation by the Equity Interests Borrower if such change had occurred prior to the end of an Unrestricted Subsidiary) to secure obligations the last Fiscal Quarter preceding the date of an Unrestricted Subsidiary;such change. (e) will not and will not permit If, at the end of any Fiscal Quarter, any Subsidiary, which was qualified as a Restricted Subsidiary toat the end of the immediately preceding Fiscal Quarter pursuant to the exceptions set forth in subparagraphs (ii)(C) and (D) of the definition of "Unrestricted Subsidiaries", sellno longer qualifies as a Restricted Subsidiary because of a reduction in the ratings assigned to the Senior Debt of the Borrower, assign, pledge, or otherwise transfer any then such Subsidiary shall continue to be treated as a Restricted Subsidiary unless it fails to qualify as a Restricted Subsidiary pursuant to the exceptions set forth in subparagraphs (ii)(C) and (D) of its Properties the definition of Unrestricted Subsidiaries at the end of the next Fiscal Quarter and shall thereafter cease to any Unrestricted Subsidiary, or make or permit to exist any loans, advances, or capital contributions to, or make any investment in, or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in, any Unrestricted Subsidiary or in any of its Properties, in each case, if prohibited by Article VI; and (f) will satisfy customary corporate, limited liability company or other organizational formalities and other requirements necessary to preserve the separate legal existence of each Unrestricted Subsidiary from the Borrower and each be treated as a Restricted Subsidiary.

Restricted/Unrestricted Subsidiaries. The Borrower: (a) will not, and will not permit the Borrower or any Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Indebtedness of any Unrestricted Subsidiary, except to the extent of any pledge of equity of any Unrestricted Subsidiary permitted hereunder; (b) will not, and will not permit any Restricted Subsidiary to, enter into any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments as a borrower, issuer or guarantor (the “Relevant Debt”), the terms of which would, upon the occurrence of a default under any Indebtedness of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable. Notwithstanding the foregoing, neither the Borrower nor any Restricted Subsidiary is prohibited from entering into any Revolving Credit Facility; (c) will not permit any Unrestricted Subsidiary to hold any incentive distribution rights, Equity Interests or other ownership interest in or any Indebtedness of EQM, EQGP GP, any other Public Subsidiary Parent, the Borrower or any Restricted Subsidiary; (d) will not, and will not permit any Restricted Subsidiary to, create, assume, incur or suffer to exist any Lien on or in respect of any of its Property (other than any of its interests interest in the Equity Interests of an Unrestricted Subsidiary) to secure obligations for the benefit of an Unrestricted Subsidiary; (e) will not and will not permit any Restricted Subsidiary to, sell, assign, pledge, or otherwise transfer any of its Properties to any Unrestricted Subsidiary, or make or permit to exist any loans, advances, or capital contributions to, or make any investment in, or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in, any Unrestricted Subsidiary or in any of its Properties, in each case, if prohibited by Article VI; and (f) will satisfy customary corporate, limited liability company or other organizational formalities and other requirements necessary to preserve the separate legal existence of operate each Unrestricted Subsidiary in such a manner as to make it apparent to all creditors of such Unrestricted Subsidiary that such Unrestricted Subsidiary is a legal entity separate and distinct from the Borrower and each all of the Restricted SubsidiarySubsidiaries and as such is responsible for its debts without recourse to the Borrower and its Restricted Subsidiaries (other than with respect to any Lien on Equity Interests of Unrestricted Subsidiaries permitted by clause (d) above).