Restrictions on Debt. The Obligors may, and may permit their respective Subsidiaries to, create, incur, assume, guarantee or be or remain liable for, contingently or otherwise, any Debt other than the specific Debt which is prohibited under this Section 10.1 and with respect to which each of the Obligors will not, and will not permit any Subsidiary to, create, incur, assume, guarantee or be or remain liable for, contingently or otherwise, singularly or in the aggregate as follows: (a) Debt which is incurred under a revolving credit facility or line of credit with another financial institution other than under the Bank Credit Agreement; (b) Debt which would result in a Default or Event of Default under any provision of this Agreement; (c) An aggregate amount in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required to be made in accordance with the provisions of Section 9.3 and has not been timely made; (d) An aggregate amount in excess of $1,000,000 at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; and (e) Current unsecured liabilities incurred in the ordinary course of business, which (i) are overdue for more than sixty (60) days, (ii) exceed $1,000,000 in the aggregate at any one time, and (iii) are not being contested in good faith. The terms and provisions of this Section 10.1 are in addition to, and not in limitation of, the other covenants set forth in Section 10 of this Agreement. Notwithstanding anything contained herein to the contrary, the Obligors will not, and will not permit any Subsidiary to, incur any Debt for borrowed money which, together with other Debt for borrowed money incurred by any Obligor and any Subsidiary since the date of the most recent compliance certificate delivered to the holders of the Notes in accordance with this Agreement, exceeds $5,000,000 in the aggregate unless the Obligors shall have delivered a compliance certificate in the form of Exhibit 10.1 hereto to the holders of the Notes evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Debt. To the extent not already a party to the Intercreditor Agreement, the Obligors will cause each holder of Debt for borrowed money of the Obligors which is a beneficiary of a Guaranty by a Subsidiary Guarantor, to sign and deliver to the holders of Notes a joinder to the Intercreditor Agreement.
Appears in 2 contracts
Samples: Note Purchase Agreement (Sovran Self Storage Inc), Note Purchase Agreement (Sovran Self Storage Inc)
Restrictions on Debt. The Obligors may, and may permit their respective Subsidiaries to, create, incur, assume, guarantee or be or remain liable for, contingently or otherwise, any Debt other than the specific Debt which is prohibited under this Section 10.1 and with respect to which each of the Obligors will not, and will not permit any Subsidiary to, create, incur, assume, guarantee or be or remain liable for, contingently or otherwise, singularly or in the aggregate as follows:
(a) Debt which is incurred under a revolving credit facility or line of credit with another financial institution other than under the Bank Credit AgreementIntentionally omitted;
(b) Debt which would result in a Default or Event of Default under any provision of this Agreement;
(c) An aggregate amount in excess of $1,000,000 5,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required to be made in accordance with the provisions of Section 9.3 and has not been timely made;
(d) An aggregate amount in excess of $1,000,000 5,000,000 at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; and
(e) Current unsecured liabilities incurred in the ordinary course of business, which (i) are overdue for more than sixty (60) days, (ii) exceed $1,000,000 5,000,000 in the aggregate at any one time, and (iii) are not being contested in good faith. The terms and provisions of this Section 10.1 are in addition to, and not in limitation of, the other covenants set forth in Section 10 of this Agreement. Notwithstanding anything contained herein to the contrary, the Obligors will not, and will not permit any Subsidiary to, incur any Debt for borrowed money which, together with other Debt for borrowed money incurred by any Obligor and any Subsidiary since the date of the most recent compliance certificate delivered to the holders of the Notes in accordance with this Agreement, exceeds $5,000,000 in the aggregate unless the Obligors shall have delivered a compliance certificate in the form of Exhibit 10.1 hereto to the holders of the Notes evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Debt. To the extent not already a party to the an Intercreditor Agreement, the Obligors will cause each holder of Debt for borrowed money of the Obligors which is a beneficiary of a Guaranty by a Subsidiary Guarantor, to sign and deliver to the holders of Notes a joinder to the Intercreditor Agreement.
Appears in 2 contracts
Samples: Note Purchase Agreement (Sovran Self Storage Inc), Note Purchase Agreement (Sovran Acquisition LTD Partnership)
Restrictions on Debt. The Obligors may, and may permit their respective Subsidiaries to, create, incur, assume, guarantee or be or remain liable for, contingently or otherwise, any Debt other than the specific Debt which is prohibited under this Section 10.1 and with respect to which each of the Obligors Company will notnot itself, and will not permit any Subsidiary to, create, incur, assumeissue, assume or guarantee any Debt, whether or be not evidenced by negotiable instruments or remain liable forsecurities, contingently or otherwiseany notes, singularly bonds, debentures or in other similar evidences of indebtedness for money borrowed, secured by any Mortgage on any Principal Property of the aggregate as follows:
Company or any Subsidiary, or on any shares of Capital Stock or Debt of any Subsidiary, without effectively providing that the Loans and the Notes (a) together with, if the Company shall so determine, any other Debt of the Company or such Subsidiary then existing or thereafter created which is incurred under a revolving credit facility or line of credit with another financial institution other than under the Bank Credit Agreement;
(b) Debt which would result in a Default or Event of Default under any provision of this Agreement;
(c) An aggregate amount in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required to be made in accordance with the provisions of Section 9.3 and has not been timely made;
(d) An aggregate amount in excess of $1,000,000 at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; and
(e) Current unsecured liabilities incurred in the ordinary course of business, which (i) are overdue for more than sixty (60) days, (ii) exceed $1,000,000 in the aggregate at any one time, and (iii) are not being contested in good faith. The terms and provisions of this Section 10.1 are in addition to, and not in limitation of, the other covenants set forth in Section 10 of this Agreement. Notwithstanding anything contained herein subordinate to the contraryLoans and the Notes) shall be secured equally and ratably with (or, at the Obligors will notoption of the Company, prior to) such secured Debt, so long as such secured Debt shall be so secured, and will not permit any Subsidiary to, incur incur, issue, assume or guaranty any unsecured Debt for borrowed money whichor to issue any Preferred Stock, together with other in each instance unless the aggregate amount of (A) all such Debt, (B) the aggregate preferential amount to which such Preferred Stock would be entitled on any involuntary distribution of assets and (C) Attributable Debt for borrowed money incurred of the Company and its Subsidiaries in respect of sale and leaseback transactions (as defined in Section 8.06) would not exceed 10% of Consolidated Net Tangible Assets; provided, however, that this Section 8.05 shall not apply to, and there shall be excluded from Debt in any computation under this Section 8.05:
(1) Debt secured by Mortgages on property of, or on any Obligor shares of Capital Stock or Debt of, any corporation, and unsecured Debt of any corporation, existing at the time such corporation becomes a Subsidiary;
(2) Debt secured by Mortgages in favor of the Company or any Subsidiary since and unsecured Debt payable to the date Company or any Subsidiary;
(3) Debt secured by Mortgages in favor of the most recent compliance certificate delivered United States of America or any agency, department or other instrumentality thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute;
(4) (a) Debt secured by Mortgages on property (including, without limitation, shares of Capital Stock or Debt of any Subsidiary held by the holders of the Notes in accordance with this Agreement, exceeds $5,000,000 in the aggregate unless the Obligors shall have delivered a compliance certificate in the form of Exhibit 10.1 hereto to the holders of the Notes evidencing covenant compliance Company existing at the time of delivery acquisition thereof (including, without limitation, acquisition through merger or consolidation)) or to secure the payment of all or any part of the certificate purchase price or construction cost thereof or to secure any Debt incurred prior to, at the time of, or within 120 days after, the acquisition of such property (or shares of Capital Stock or Debt) or the completion of any such construction for the purpose of financing all or any part of the purchase price or construction cost thereof, and (b) unsecured Debt incurred to finance the acquisition of any property (or shares of Capital Stock or Debt) other than shares of Capital Stock or Debt of the Company, or to finance construction on property incurred prior to, at the time of, or within 120 days after the later of the acquisition of such property or the completion of construction thereon;
(5) Debt secured by Mortgages securing obligations issued by a state, territory or possession of the United States, or any political subdivision of any of the foregoing or the District of Columbia, to finance the acquisition of or construction on property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a pro-forma basis after giving effect ruling issued by the Internal Revenue Service, includable in gross income of the holder by reason of Section 103(a)(1) of the Code (or any successor to such proposed Debt. To provision) as in effect at the extent not already time of the issuance of such obligations; and
(6) any extensions, renewal or replacement (or successive extensions, renewals or replacements), as a party whole or in part, of any Debt referred to in the Intercreditor Agreementforegoing clauses (1) to (5), inclusive; provided, that (i) such extension, renewal or replacement, in the Obligors will cause each holder case of Debt for borrowed money secured by a Mortgage, shall be limited to all or a part of the Obligors which same property, shares of Capital Stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property), and (ii) the Debt secured by such Mortgage at such time is a beneficiary not increased; and provided, further, that this Section 8.05 shall not apply to any issuance of a Guaranty Preferred Stock by a Subsidiary Guarantor, to sign and deliver to the holders of Notes Company or another Subsidiary, provided that such Preferred Stock shall not thereafter be transferable to any Person other than the Company or a joinder to the Intercreditor AgreementSubsidiary.
Appears in 1 contract
Samples: Loan Agreement (Coca Cola Bottling Co Consolidated /De/)
Restrictions on Debt. The Obligors may, and may permit their respective Subsidiaries to, create, incur, assume, guarantee or be or remain liable for, contingently or otherwise, any Debt other than the specific Debt which is prohibited under this Section 10.1 and with respect to which each of the Obligors Company will notnot itself, and will not permit any Subsidiary to, create, incur, assumeissue, assume or guarantee any Debt, whether or be not evidenced by negotiable instruments or remain liable forsecurities, contingently or otherwiseany notes, singularly bonds, debentures or in other similar evidences of indebtedness for money borrowed, secured by any Mortgage on any Principal Property of the aggregate as follows:
Company or any Subsidiary, or on any shares of Capital Stock or Debt of any Subsidiary, without effectively providing that the Loans and the Notes (a) together with, if the Company shall so determine, any other Debt of the Company or such Subsidiary then existing or thereafter created which is incurred under a revolving credit facility or line of credit with another financial institution other than under the Bank Credit Agreement;
(b) Debt which would result in a Default or Event of Default under any provision of this Agreement;
(c) An aggregate amount in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required to be made in accordance with the provisions of Section 9.3 and has not been timely made;
(d) An aggregate amount in excess of $1,000,000 at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; and
(e) Current unsecured liabilities incurred in the ordinary course of business, which (i) are overdue for more than sixty (60) days, (ii) exceed $1,000,000 in the aggregate at any one time, and (iii) are not being contested in good faith. The terms and provisions of this Section 10.1 are in addition to, and not in limitation of, the other covenants set forth in Section 10 of this Agreement. Notwithstanding anything contained herein subordinate to the contraryLoans and the Notes) shall be secured equally and ratably with (or, at the Obligors will notoption of the Company, prior to) such secured Debt, so long as such secured Debt shall be so secured, and will not permit any Subsidiary to, incur incur, issue, assume or guaranty any unsecured Debt for borrowed money whichor to issue any Preferred Stock, together with other in each instance unless the aggregate amount of (A) all such Debt, (B) the aggregate preferential amount to which such Preferred Stock would be entitled on any involuntary distribution of assets and (C) Attributable Debt for borrowed money incurred of the Company and its Subsidiaries in respect of sale and leaseback transactions (as defined in Section 8.06) would not exceed 10% of Consolidated Net Tangible Assets; provided, however, that this Section 8.05 shall not apply to, and there shall be excluded from Debt in any computation under this Section 8.05:
(1) Debt secured by Mortgages on property of, or on any Obligor shares of Capital Stock or Debt of, any corporation, and unsecured Debt of any corporation, existing at the time such corporation becomes a Subsidiary;
(2) Debt secured by Mortgages in favor of the Company or any Subsidiary since and unsecured Debt payable to the date Company or any Subsidiary;
(3) Debt secured by Mortgages in favor of the most recent compliance certificate delivered United States of America, or any agency, department or other instrumentality thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute;
(a) Debt secured by Mortgages on property (including, without limitation, shares of Capital Stock or Debt of any Subsidiary held by the holders of the Notes in accordance with this Agreement, exceeds $5,000,000 in the aggregate unless the Obligors shall have delivered a compliance certificate in the form of Exhibit 10.1 hereto to the holders of the Notes evidencing covenant compliance Company existing at the time of delivery acquisition thereof (including, without limitation, acquisition through merger or consolidation)) or to secure the payment of all or any part of the certificate purchase price or construction cost thereof or to secure any Debt incurred prior to, at the time of, or within 120 days after, the acquisition of such property (or shares of Capital Stock or Debt) or the completion of any such construction for the purpose of financing all or any part of the purchase price or construction cost thereof, and (b) unsecured Debt incurred to finance the acquisition of any property (or shares of Capital Stock or Debt) other than shares of Capital Stock or Debt of the Company, or to finance construction on property incurred prior to, at the time of, or within 120 days after the later of the acquisi tion of such property or the completion of construction thereon;
(5) Debt secured by Mortgages securing obligations issued by a state, territory or possession of the United States, or any political subdivision of any of the foregoing or the District of Columbia, to finance the acquisition of or construction on property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a pro-forma basis after giving effect ruling issued by the Internal Revenue Service, includable in gross income of the holder by reason of Section 103(a)(1) of the Code (or any successor to such proposed Debt. To provision) as in effect at the extent not already time of the issuance of such obligations; and
(6) any extensions, renewal or replacement (or successive extensions, renewals or replacements), as a party whole or in part, of any Debt referred to in the Intercreditor Agreementforegoing clauses (1) to (5), inclusive; provided, that (i) such extension, renewal or replacement, in the Obligors will cause each holder case of Debt for borrowed money secured by a Mortgage, shall be limited to all or a part of the Obligors which same property, shares of Capital Stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property), and (ii) the Debt secured by such Mortgage at such time is a beneficiary not increased; and provided, further, that this Section 8.05 shall not apply to any issuance of a Guaranty Preferred Stock by a Subsidiary Guarantor, to sign and deliver to the holders of Notes Company or another Subsidiary, provided that such Preferred Stock shall not thereafter be transferable to any Person other than the Company or a joinder to the Intercreditor AgreementSubsidiary.
Appears in 1 contract
Samples: Loan Agreement (Coca Cola Bottling Co Consolidated /De/)
Restrictions on Debt. The Obligors may, and may permit their respective Subsidiaries to, create, incur, assume, guarantee or be or remain liable for, contingently or otherwise, any Debt other than the specific Debt which is prohibited under this Section 10.1 and with respect to which each of the Obligors Company will not, and will not permit any Subsidiary to, create, assume or incur, assumeor become or at any time be liable in respect of, guarantee or be or remain liable forany Debt, contingently or otherwise, singularly or in the aggregate as followsexcept:
(ai) Senior Debt which is and Debt to the Purchasers incurred under a revolving credit facility or line of credit with another financial institution other than under the Bank Credit Agreement;
(b) Debt which would result in a Default or Event of Default under any provision of pursuant to this Agreement;
(c) An aggregate amount in excess of $1,000,000 at any one time in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which payment therefor is required to be made in accordance with the provisions of Section 9.3 and has not been timely made;
(d) An aggregate amount in excess of $1,000,000 at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; and
(eii) Current unsecured liabilities Liabilities for accounts payable which constitute Debt, which accounts payable were incurred or assumed in the ordinary course of business, the amount or validity of which (i) are overdue currently being contested by the Company in good faith by appropriate proceedings diligently prosecuted and as to which an adequate reserve is maintained on the books of the Company in accordance with generally accepted accounting principles; and other Current Liabilities for accounts payable which constitute Debt, which accounts payable were incurred or assumed in the ordinary course of business and are not considered more than sixty (60) daysthen 60 days past due under customary trade practices, (ii) in an aggregate amount outstanding at any time not to exceed $1,000,000 500,000;
(iii) Liabilities for taxes, assessments or governmental charges or claims the payment of which is not at the time required by paragraph 6F;
(iv) Debt secured by Liens permitted pursuant to paragraph 7D;
(v) Indebtedness existing on the Closing Date and obligations under Contracts (as defined in paragraph 10Q) existing on the Closing Date, in each case as listed on SCHEDULE 7B to this Agreement;
(vi) The Company's obligations under the IFA Lease, PROVIDED that such obligations do not exceed $2.6 million on a capitalized basis (net of interest expenses) over the term of the IFA Lease, and that there shall be no increase in the annual financial amount of the Company's obligations thereunder from those in effect on the Closing Date, except as may be permitted by the Purchasers;
(vii) The Company's obligations under the Xxxxxxxx Agreement, provided that there shall be no increase in the annual financial amount of the Company's obligations thereunder from those in effect on the Closing Date, except as may be permitted by the Purchasers;
(viii) The unpaid purchase price for one or more retail outlets similar to the Stores (a "SIMILAR STORE"); PROVIDED that such acquisition was permitted by the terms of this Agreement and the aggregate amount of such purchase prices at any time remaining unpaid does not exceed $1,000,000;
(ix) obligations not in excess of $100,000 incurred in connection with the lease of miscellaneous office furniture and equipment and secured by the Liens specified in paragraph 7D(x) hereof;
(x) Debt at any one timetime outstanding not in excess of $1,000,000, and reduced by the amount of Debt permitted by clause (iiiviii) are not being contested above, PROVIDED that no portion thereof is secured;
(xi) Debt associated with the purchase of Warrants or Capital Stock from the Purchasers or their transferees; and
(xii) Obligations under the Asset Purchase Agreement in good faithexistence on the Closing Date. The terms and Notwithstanding the foregoing provisions of this Section 10.1 are paragraph 7E, the Company will not create, assume or incur, or become or at any time be liable in addition to, and not in limitation respect of, any Debt (other than Senior Debt) for money borrowed, advances made or goods purchased, if the other covenants set forth lender of such money or the Person making such advances or the vendor of such goods (or any Person who guarantees or becomes surety for all or any part of such Debt or acquires any right or incurs any obligation to become, either immediately or upon the occurrence of some future contingency, the owner of all or any part thereof) shall have any right, by reason of any statute or otherwise, to have any claim in Section 10 respect of this Agreement. Notwithstanding anything contained herein such Debt first satisfied out of the general assets of the Company in priority to the contraryclaims of its general creditors, the Obligors will not, and will not permit any Subsidiary to, incur any Debt for borrowed money which, together with other Debt for borrowed money incurred by any Obligor and any Subsidiary since the date of the most recent compliance certificate delivered to the holders of the Notes except as permitted in accordance with this Agreement, exceeds $5,000,000 in the aggregate unless the Obligors shall have delivered a compliance certificate in the form of Exhibit 10.1 hereto to the holders of the Notes evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Debt. To the extent not already a party to the Intercreditor Agreement, the Obligors will cause each holder of Debt for borrowed money of the Obligors which is a beneficiary of a Guaranty by a Subsidiary Guarantor, to sign and deliver to the holders of Notes a joinder to the Intercreditor Agreement.paragraph 7D.
Appears in 1 contract
Samples: Securities Purchase Agreement (Family Christian Stores Inc)
Restrictions on Debt. The Obligors may, With respect to the Borrowers and may permit their respective Subsidiaries toRestricted Subsidiaries, create, incur, assume, guarantee or be or remain liable forliable, contingently or otherwise, with respect to any Debt other than the specific Debt which is prohibited under this Section 10.1 and with respect to which each of the Obligors will not, and will not permit any Subsidiary to, create, incur, assume, guarantee or be or remain liable for, contingently or otherwise, singularly or in the aggregate as followsthan:
(a) the Obligations and any other Debt which is incurred arising under a revolving credit facility or line any of credit with another financial institution other than under the Bank Credit AgreementLoan Documents;
(b) Permitted Purchase Money Debt which would result and any Permitted Refinancing Debt in a Default or Event respect of Default under any provision such Debt, in each case, incurred from and after the Closing Date; provided that the aggregate principal amount of this Agreement;
(c) An aggregate amount in excess of all such Debt shall not exceed $1,000,000 at any time outstanding;
(i) Debt of any Borrower Party owing to another Borrower Party; provided all such Debt shall be subject to the Intercompany Subordinated Note and (ii) unsecured Debt of any Borrower owing to any Subsidiary of Parent that is not a Loan Party in an aggregate amount not to at any time exceed $2,500,000; provided all such Debt shall be subject to the Intercompany Subordinated Note and the maturity date of such Debt shall not be earlier than one time year following the Maturity Date;
(d) Debt in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which Taxes to the extent that payment therefor is shall not at the time be required to be made in accordance with the provisions of Section 9.3 7.4 and has not been timely madeotherwise constituting an Event of Default;
(d) An aggregate amount in excess of $1,000,000 at any one time in respect of uninsured judgments or awards, with respect to which the applicable periods for taking appeals have expired, or with respect to which final and unappealable judgments or awards have been rendered; and
(e) Current unsecured liabilities Debt in respect of judgments or awards that do not constitute an Event of Default under Section 9.1(p);
(i) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business and (ii) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business;
(g) guarantees in the ordinary course of business of the obligations of suppliers, which customers, franchisees and licensees of the Parent and its Subsidiaries;
(h) Debt existing as of the Closing Date and set forth on Schedule 8.2 and any Permitted Refinancing Debt in respect of such Debt;
(i) are overdue for Permitted Third-Party Mortgage Debt;
(j) Subordinated Debt;
(k) Unsecured Debt owing to insurance carriers and incurred to finance insurance premiums in the ordinary course of business;
(l) Debt incurred in respect of automatic clearing house arrangements, netting services, overdraft protections, credit cards, credit card processing services, debit cards, stored value cards, purchase cards (including so-called “procurement cards” or “P-cards”), cash management products or services, or other cash management and treasury services, or similar services, in each case, incurred in the ordinary course of business;
(m) contingent liabilities in respect of any indemnification obligation, adjustment of purchase price, non-compete, or similar obligation of any Borrower Party incurred in connection with the consummation of one or more than sixty Permitted Acquisitions or other Investments, fundamental changes, or Permitted Dispositions, in each case, permitted under the Loan Documents;
(60n) daysunsecured deferred purchase price obligations (including earn-outs) incurred in connection with any Acquisition permitted hereunder (including any Permitted Acquisitions) in an aggregate amount not at any time to exceed $5,000,000;
(o) Debt in connection with surety, performance, bid, appeal or similar bonds, letters of credit, bank guarantees and performance bonds and other similar obligations obtained in the ordinary course of business and in connection with workers’ compensation, health, disability or other employee benefits, environmental obligations or property, casualty or liability insurance of Borrower Parties and in connection with other surety and performance bonds (including warehouse, liquor licensing and customs bonds) in the ordinary course of business;
(p) to the extent constituting Debt: (i) contingent obligations arising under indemnity agreements to title insurance companies to cause such title insurers to issue title insurance policies in the ordinary course of business with respect to real property of a Borrower or its Subsidiaries, (ii) exceed $1,000,000 obligations in connection with repurchase agreements constituting Cash Equivalents at the aggregate at any one timetime such Investment was made, and (iii) are not being contested endorsement of instruments or other payment items for deposit in good faith. The terms the ordinary course of business and provisions (iv) deferred compensation, pension plan and pension benefit obligations and liabilities to current or former employees, officers, directors, managers, consultants of this a Borrower and its Subsidiaries incurred in the ordinary course of business;
(q) Guarantees by a Borrower of Debt of any Restricted Subsidiary and by any Subsidiary of Debt of a Borrower or any other Restricted Subsidiary, provided that the Debt so guaranteed is permitted by Section 10.1 are in addition to, 8.7;
(r) Investments constituting Debt and not in limitation of, the other covenants set forth in Section 10 of otherwise permitted by this Agreement. Notwithstanding anything contained herein ;
(i) the Pelorus Facility and (ii) subject to the contrary, the Obligors will not, and will not permit any Subsidiary to, incur any Debt for borrowed money which, together Borrowers’ compliance with other Debt for borrowed money incurred by any Obligor and any Subsidiary since the date of the most recent compliance certificate delivered to the holders of the Notes in accordance with this Agreement, exceeds $5,000,000 in the aggregate unless the Obligors shall have delivered a compliance certificate in the form of Exhibit 10.1 hereto to the holders of the Notes evidencing covenant compliance at the time of delivery of the certificate and on a pro-forma basis after giving effect to such proposed Debt. To the extent not already a party to the Intercreditor Agreement, the Obligors will cause each holder of Debt for borrowed money of the Obligors which is a beneficiary of a Guaranty by a Subsidiary Guarantor, to sign and deliver to the holders of Notes a joinder to the Intercreditor Agreement.74
Appears in 1 contract
Samples: Loan Agreement (TerrAscend Corp.)
