Limitation on Restrictions. The Borrower will not, and it will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or other Equity Interests owned by the Borrower or any other Restricted Subsidiary, (b) pay or repay any Indebtedness owed to the Borrower or any other Restricted Subsidiary, (c) make loans or advances to the Borrower or any other Restricted Subsidiary, (d) transfer any of its Property to the Borrower or any other Restricted Subsidiary, (e) encumber or pledge any of its assets to or for the benefit of the Administrative Agent or (f) guaranty the Obligations, Hedging Liability and Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations, except for, in each case: (a) restrictions and conditions imposed by any Loan Document or which (x) exist on the date hereof and (y) to the extent contractual obligations permitted by subclause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such contractual obligation; (b) customary restrictions and conditions contained in agreements relating to any sale of assets pending such sale; provided that such restrictions and conditions apply only to the Person or property that is to be sold; (c) restrictions or conditions imposed by any agreement relating to Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the Person obligated under such Indebtedness and its Subsidiaries or, in the case of secured Indebtedness, the property or assets intended to secure such Indebtedness; (d) contractual obligations binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary; (e) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.17 and applicable solely to such joint venture entered into in the ordinary course of business; (f) restrictions on cash, other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business and customary provisions in leases, subleases, licenses, sublicenses and other contracts restricting the assignment thereof, in each case entered into in the ordinary course of business; (g) secured Indebtedness otherwise permitted to be incurred under Sections 6.14 and 6.15 that limit the right of the obligor to dispose of the assets securing such Indebtedness; and (h) any encumbrances or restrictions of the types referred to in clauses (a) through (f) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (vii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 7 contracts
Sources: Amendment No. 5 (Worldpay, Inc.), Amendment No. 4 (Vantiv, Inc.), Amendment and Restatement Agreement (Vantiv, Inc.)
Limitation on Restrictions. The Borrower will notNo Credit Party shall, and nor shall it will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or other Equity Interests owned by the Borrower any Credit Party or any other Restricted Subsidiary, (b) pay or repay any Indebtedness owed to the Borrower any Credit Party or any other Restricted Subsidiary, (c) make loans or advances to the Borrower any Credit Party or any other Restricted Subsidiary, (d) transfer any of its Property to the Borrower any Credit Party or any other Restricted Subsidiary, (e) encumber or pledge any of its assets to or for the benefit of the Administrative Agent or (f) guaranty the Obligations, Hedging Liability including, without limitation, Rate Management Obligations and Funds Transfer Liability, Deposit Account Liability and Data Processing Banking Services Obligations, except for, in each case:
; provided that (ai) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or which Document, (xii) exist the foregoing shall not apply to restrictions and conditions existing on the date hereof and identified on Schedule 6.16 (y) but shall apply to the extent contractual obligations permitted by subclause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewalrenewal of, extension or refinancing does not expand any amendment or modification expanding the scope of of, any such contractual obligation;
restriction or condition), (biii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to any the sale of assets a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Person or property Subsidiary that is to be sold;
sold and such sale is permitted hereunder, (civ) clauses (d) and (e) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the Person obligated under Property securing such Indebtedness and its Subsidiaries or, in the case of secured Indebtedness, the property or assets intended to secure such Indebtedness;
(v) clauses (d) contractual obligations binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary;
and (e) of the foregoing shall not apply to customary provisions in joint venture agreements leases licenses and other similar agreements applicable to joint ventures permitted under Section 6.17 contracts customarily restricting the assignment thereof and applicable solely to such joint venture entered into in the ordinary course of business;
(f) restrictions on cash, other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business and customary provisions in leases, subleases, licenses, sublicenses and other contracts restricting the assignment thereof, in each case entered into in the ordinary course assignments of business;
(g) secured Indebtedness otherwise permitted to be incurred under Sections 6.14 and 6.15 that limit the right of the obligor to dispose of the assets securing such Indebtedness; and
(h) any encumbrances or restrictions of the types referred to in clauses (a) through (f) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (vii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingintellectual property.
Appears in 3 contracts
Sources: Credit and Guaranty Agreement (McBc Holdings, Inc.), Credit and Guaranty Agreement (McBc Holdings, Inc.), Credit and Guaranty Agreement (McBc Holdings, Inc.)
Limitation on Restrictions. The Except as provided on Schedule 6.17 hereto, the Borrower will not, and it will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or other Equity Interests equity interests owned by the Borrower or any other Restricted Subsidiary, (b) pay or repay any Indebtedness owed to the Borrower or any other Restricted Subsidiary, (c) make loans or advances to the Borrower or any other Restricted Subsidiary, (d) transfer any of its Property to the Borrower or any other Restricted Subsidiary, (e) encumber or pledge any of its assets to or for the benefit of the Administrative Agent or (f) guaranty the Obligations, Hedging Liability and Funds Transfer Liability, and Deposit Account Liability except for such restrictions existing under or by reason of (i) applicable law; (ii) this Agreement and Data Processing Obligations, except for, in each case:
the other Loan Documents; (aiii) restrictions and conditions imposed by customary provisions restricting subletting or assignment of any Loan Document lease governing a leasehold interest of the Borrower or which any Subsidiary; (xiv) exist on the date hereof and (y) to the extent contractual obligations permitted by subclause (x) are set forth in an agreement evidencing Indebtedness, are set forth in customary provisions restricting assignment of any agreement evidencing entered into by the Borrower or any permitted renewal, extension or refinancing Subsidiary in the ordinary course of such Indebtedness so long as such renewal, extension or refinancing does not expand business; (v) any holder of a Permitted Lien restricting the scope transfer of such contractual obligation;
the Property subject thereto; (bvi) customary restrictions and conditions contained in agreements relating to any sale of assets pending such sale; provided that such restrictions and conditions apply only to the Person or property that is to be sold;
(c) restrictions or conditions imposed by any agreement relating to Indebtedness the sale of any Property permitted by this Agreement if under Section 6.14 hereof pending the consummation of such restrictions or conditions apply only to the Person obligated under such Indebtedness and its Subsidiaries or, sale; (vii) any agreement in the case of secured Indebtedness, the property or assets intended to secure such Indebtedness;
(d) contractual obligations binding on a Restricted Subsidiary effect at the time such Restricted any Subsidiary first becomes a Restricted Subsidiary, so long as such contractual obligations were agreement was not entered into solely in connection with or in contemplation of such Person person becoming a Restricted Subsidiary;
; (viii) in the case of any Joint Venture, restrictions in such person’s organizational documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the equity interests of or Property held in the subject Joint Venture; (ix) any agreements evidencing Indebtedness incurred pursuant to Section 6.11(c), (e) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.17 and applicable solely to such joint venture entered into in the ordinary course of business;
), (f) restrictions on cashi), other deposits (j), or net worth imposed by customers under contracts entered into in the ordinary course of business and customary provisions in leases, subleases, licenses, sublicenses and other contracts restricting the assignment thereof, in each case entered into in the ordinary course of business;
(g) secured Indebtedness otherwise permitted to be incurred under Sections 6.14 and 6.15 that limit the right of the obligor to dispose of the assets securing such Indebtednessk); and
or (hx) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the types agreements referred to in clauses (a) through (f) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through clause (vii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements amendments or refinancings are, in the good faith judgment of the Borrower, are no more materially restrictive with respect to such encumbrance encumbrances and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement amendment or refinancing.
Appears in 3 contracts
Sources: Credit Agreement (Cleveland Cliffs Inc), Multicurrency Credit Agreement (Cleveland Cliffs Inc), Credit Agreement (Cleveland Cliffs Inc)
Limitation on Restrictions. The Borrower will not, and it will not permit any of its Restricted Subsidiaries to, directly or indirectly, create Create or otherwise cause or suffer to exist or become effective any consensual restriction on the ability of any such Restricted Loan Party or Subsidiary to (ai) pay dividends or make any other distributions on its capital stock or other any Equity Interests owned by the Borrower a Loan Party or any other Restricted Subsidiary, (bii) pay or repay any Indebtedness owed to the Borrower any Loan Party or any other Restricted Subsidiary, (ciii) make loans or advances to the Borrower any Loan Party or any other Restricted Subsidiary, (div) transfer any of its Property to the Borrower any Loan Party or any other Restricted Subsidiary, (ev) encumber or pledge any of its assets to or for the benefit of the Administrative Agent Agent, or (fvi) guaranty the Secured Obligations; provided that, Hedging Liability and Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations, except for, in each casethe foregoing shall not prevent:
(a) restrictions and conditions imposed by contained in any Loan Document or which (x) exist on the date hereof and (y) to the extent contractual obligations permitted by subclause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such contractual obligationDocument;
(b) customary restrictions and conditions contained binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary or is acquired in agreements relating to any sale of assets pending such sale; provided that connection with a Permitted Acquisition, so long as, in each case, such restrictions and conditions apply only to the Person or property that is to be soldwere not entered into in contemplation of such Permitted Acquisitions;
(c) customary restrictions or conditions imposed by that arise in connection with any agreement relating to Indebtedness disposition permitted by this Agreement if Section 7.3 applicable pending such restrictions or conditions apply only disposition solely to the Person obligated under assets (including Equity Interests) subject to such Indebtedness and its Subsidiaries or, in the case of secured Indebtedness, the property or assets intended to secure such Indebtednessdisposition;
(d) contractual obligations binding negative pledges and restrictions on a Restricted Subsidiary at Liens in favor of any holder of Indebtedness permitted under Section 7.1(d) but solely to the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such contractual obligations were not entered into solely in contemplation extent any negative pledge relates to the property financed by or the subject of such Person becoming a Restricted SubsidiaryIndebtedness and the proceeds and products thereof;
(e) customary provisions in joint venture restrictions on leases, subleases, licenses or asset sale agreements and other similar agreements applicable otherwise permitted hereby so long as such restrictions relate to joint ventures permitted under Section 6.17 and applicable solely to such joint venture entered into in the ordinary course of businessassets subject thereto;
(f) restrictions on cash, other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business and customary provisions in leases, subleases, licenses, sublicenses and other contracts restricting the assignment thereof, in each case of any agreement entered into in the ordinary course of business;
(g) secured Indebtedness otherwise customary restrictions arising in connection with cash or other deposits permitted under Section 7.1;
(h) restrictions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over any Loan Party or any Subsidiary;
(i) any restriction on the ability of a Loan Party to be incurred under Sections 6.14 and 6.15 that limit encumber or pledge any of its assets to or for the right benefit of the obligor Administrative Agent which is set forth in any instrument governing Indebtedness assumed in connection with a Permitted Acquisition, which restriction is not applicable to dispose any Person, or the properties of any Person, other than the assets securing such IndebtednessPerson or the properties of a Person so acquired or the properties so acquired;
(j) customary restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements in respect of joint ventures entered into in the ordinary course of business that prohibit or restrict the pledge or transfer of ownership interests in the relevant joint venture; and
(hk) any encumbrances other restriction imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or restrictions refinancing of the types any contract, instrument or obligation referred to in clauses (a) through (f) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (viij) above; provided that no such amendmentsamendment, modificationsmodification, restatementsrestatement, renewalsrenewal, increasesincrease, supplementssupplement, refundingsrefunding, replacements replacement or refinancings arerefinancing is, in the good faith judgment of the Borrower, no more restrictive with respect to such encumbrance and other restrictions restrictions, taken as a whole whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 3 contracts
Sources: Credit Agreement (ATN International, Inc.), Credit Agreement (ATN International, Inc.), Credit Agreement (ATN International, Inc.)
Limitation on Restrictions. The Borrower will notNo Credit Party shall, and not shall it will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or other Equity Interests owned by the Borrower any Credit Party or any other Restricted Subsidiary, (b) pay or repay any Indebtedness owed to the Borrower any Credit Party or any other Restricted Subsidiary, (c) make loans or advances to the Borrower any Credit Party or any other Restricted Subsidiary, (d) transfer any of its Property to the Borrower any Credit Party or any other Restricted Subsidiary, (e) encumber or pledge any of its assets to or for the benefit of the Administrative Agent or (f) guaranty the Obligations, Hedging Liability including, without limitation, Rate Management Obligations and Funds Transfer Liability, Deposit Account Liability and Data Processing Banking Services Obligations, except for, in each case:
; provided that (ai) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or which any Subordinated Debt Document, (xii) exist the foregoing shall not apply to restrictions and conditions existing on the date hereof and (y) identified on Schedule 6.16 to the extent contractual obligations permitted by subclause Disclosure Statement (x) are set forth in an agreement evidencing Indebtedness, are set forth in but shall apply to any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewalrenewal of, extension or refinancing does not expand any amendment or modification expanding the scope of of, any such contractual obligation;
restriction or condition), (biii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to any the sale of assets a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Person or property Subsidiary that is to be sold;
sold and such sale is permitted hereunder, (civ) clause (e) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the Person obligated under Property securing such Indebtedness and its Subsidiaries or, in the case of secured Indebtedness, the property or assets intended to secure such Indebtedness;
(dv) contractual obligations binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary;
clause (e) of the foregoing shall not apply to customary provisions in joint venture agreements leases licenses and other similar agreements applicable to joint ventures permitted under Section 6.17 contracts customarily restricting the assignment thereof and applicable solely to such joint venture entered into in the ordinary course of business;
(f) restrictions on cash, other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business and customary provisions in leases, subleases, licenses, sublicenses and other contracts restricting the assignment thereof, in each case entered into in the ordinary course assignments of business;
(g) secured Indebtedness otherwise permitted to be incurred under Sections 6.14 and 6.15 that limit the right of the obligor to dispose of the assets securing such Indebtedness; and
(h) any encumbrances or restrictions of the types referred to in clauses (a) through (f) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (vii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingintellectual property.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (Addus HomeCare Corp), Credit and Guaranty Agreement (Addus HomeCare Corp)
Limitation on Restrictions. The Borrower will not, and it will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or other Equity Interests owned by the Borrower or any other Restricted Subsidiary, (b) pay or repay any Indebtedness owed to the Borrower or any other Restricted Subsidiary, (c) make loans or advances to the Borrower or any other Restricted Subsidiary, (d) transfer any of its Property to the Borrower or any other Restricted Subsidiary, (e) encumber or pledge any of its assets to or for the benefit of the Administrative Agent or (f) guaranty the Obligations, Hedging Liability and Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations, except for, in each case:
(a) restrictions and conditions imposed by any Loan Document or which (x) exist on the date hereof and (y) to the extent contractual obligations permitted by subclause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such contractual obligation;
(b) customary restrictions and conditions contained in agreements relating to any sale of assets pending such sale; , provided that such restrictions and conditions apply only to the Person or property that is to be sold;
(c) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the Person obligated under such Indebtedness and its Subsidiaries or, in the case of secured Indebtedness, or the property or assets intended to secure such Indebtedness;
(d) contractual obligations binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary;
(e) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.17 and applicable solely to such joint venture entered into in the ordinary course of business;
(f) restrictions on cash, other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business and customary provisions in leases, subleases, licenses, sublicenses and other contracts restricting the assignment thereof, in each case entered into in the ordinary course of business;
(g) secured Indebtedness otherwise permitted to be incurred under Sections 6.14 and 6.15 that limit the right of the obligor to dispose of the assets securing such Indebtedness; and
(h) any encumbrances or restrictions of the types referred to in clauses (a) through (f) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (vii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Sources: Loan Agreement (Vantiv, Inc.), Loan Agreement (Vantiv, Inc.)
Limitation on Restrictions. The Borrower will not, and it will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction on the ability of any such Restricted Subsidiary to (aA) pay dividends or make any other distributions on its capital stock or other Equity Interests owned by the Borrower or any other Restricted Subsidiary, (bB) pay or repay any Indebtedness owed to the Borrower or any other Restricted Subsidiary, (cC) make loans or advances to the Borrower or any other Restricted Subsidiary, (d) transfer any of its Property to the Borrower or any other Restricted Subsidiary, (eD) encumber or pledge any of its assets to or for the benefit of the Administrative Agent or (fE) guaranty the Obligations, Hedging Liability and Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations, except for, in each case:
(a) restrictions and conditions imposed by any Loan Document Document, the Additional Bridge Agreement or the Senior Notes Documents or which (x) exist on the date hereof Escrow Release Date and (y) to the extent contractual obligations permitted by subclause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not materially expand the scope of such contractual obligation;
(b) customary restrictions and conditions contained in agreements relating to any sale of assets pending such sale; provided that such restrictions and conditions apply only to the Person or property that is to be sold;
(c) restrictions or conditions imposed by any agreement relating to Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the Person obligated under such Indebtedness and its Subsidiaries or, in the case of secured Indebtedness, the property or assets intended to secure such Indebtedness;
(d) contractual obligations binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary;
(e) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.17 and applicable solely to such joint venture entered into in the ordinary course of businessbusiness and any provisions in joint venture agreements in effect at or entered into on the Escrow Release Date;
(f) restrictions on cash, other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business and customary provisions in leases, subleases, licenses, sublicenses sublicenses, service agreements, product sales, asset sale agreements and other contracts restricting the assignment thereof, in each case entered into in the ordinary course of business;
(g) secured Indebtedness otherwise permitted to be incurred under Sections 6.14 and 6.15 that limit the right of the obligor to dispose of the assets securing such Indebtedness;
(h) restrictions that arise in connection with (including Indebtedness and other agreements entered into in connection therewith) (x) any Lien permitted by Section 6.15 and that relate to the property subject to such Lien or (y) any disposition permitted by Section 6.16 applicable pending such disposition solely to the assets subject to such disposition;
(i) customary provisions restricting assignment of, or the creation of any Lien over, any agreement entered into in the ordinary course of business;
(j) any restrictions imposed by any agreement relating to Indebtedness incurred pursuant to Section 6.14 or Refinancing Indebtedness in respect thereof, to the extent such restrictions are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (in each case, as determined in good faith by the Borrower);
(k) any encumbrances or restrictions of the type referred to in clauses (A), (B) or (C) above and solely with respect to any Foreign Subsidiary, any encumbrances or restrictions of the type referred to in clauses (D) or (E) above, in each case, imposed by any other instrument or agreement entered into after the Escrow Release Date that contains encumbrances and restrictions that, as determined by the Borrower in good faith, will not materially adversely affect the Borrower’s ability to make payments on the Loans;
(l) any encumbrance or restriction of a Receivables Financing Subsidiary effected in connection with a Permitted Receivables Financing; provided, however, that such restrictions apply only to such Receivables Financing Subsidiary; and
(hm) any encumbrances or restrictions of the types referred to in clauses (a) through (fl) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (vii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Sources: Loan Agreement (Western Digital Corp), Loan Agreement (Western Digital Corp)
Limitation on Restrictions. on Distributions from ------------------------------------------------ Restricted Subsidiaries. The Borrower will Company shall not, and it will shall not permit any of its ----------------------- Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock Capital Stock to the Company or other Equity Interests owned by the Borrower a Restricted Subsidiary or any other Restricted Subsidiary, (b) pay or repay any Indebtedness owed to the Borrower or any other Restricted SubsidiaryCompany, (cb) make any loans or advances to the Borrower Company or any other Restricted Subsidiary, (dc) transfer any of its Property property or assets to the Borrower or any other Restricted SubsidiaryCompany, except:
(1) with respect to clauses (a), (eb) encumber and (c),
(A) any encumbrance or pledge restriction pursuant to an agreement of ▇▇ ▇▇▇▇▇▇▇ or any of its assets to Subsidiaries in effect at or for entered into on the benefit of the Administrative Agent or (f) guaranty the Obligations, Hedging Liability and Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations, except for, in each case:Issue Date;
(aB) restrictions and conditions imposed by any Loan Document encumbrance or restriction contained in the terms of any Indebtedness Incurred pursuant to Section 4.03(b)(15) or any agreement pursuant to which such Indebtedness was issued if (x) exist either (i) the encumbrance or restriction applies only in the event of and during the continuance of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement or (ii) the Company determines at the time any such Indebtedness is Incurred (and at the time of any modification of the terms of any such encumbrance or restriction) that any such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the date hereof Securities and (y) the encumbrance or restriction is not materially more disadvantageous to the extent contractual obligations permitted Holders than is customary in comparable financings or agreements (as determined by subclause (x) are set forth the Board of Directors in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such contractual obligationgood faith);
(bC) customary restrictions and conditions contained in agreements any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any sale of assets pending Indebtedness Incurred by such sale; provided that such restrictions and conditions apply only Restricted Subsidiary on or prior to the Person date on which such Restricted Subsidiary was acquired by the Company or property that is any of its Restricted Subsidiaries (other than Indebtedness Incurred as consideration in, or to be soldprovide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or any of its Restricted Subsidiaries) and outstanding on such date;
(cD) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in Section 4.05(1) (A), (B) or (C) or this clause (D) or contained in any amendment to an agreement referred to in Section 4.05(1)(A), (B) or (C) or this clause (D); provided, -------- however, that the encumbrances and restrictions with respect to such ------- Restricted Subsidiary contained in any such refinancing agreement or conditions imposed by any agreement relating to Indebtedness permitted by this Agreement if such restrictions or conditions apply only amendment are no less favorable to the Person obligated under such Indebtedness Securityholders than encum- brances and its Subsidiaries or, in the case of secured Indebtedness, the property or assets intended restrictions with respect to secure such Indebtedness;
(d) contractual obligations binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as contained in such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary;
(e) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.17 and applicable solely to such joint venture entered into in the ordinary course of business;
(f) restrictions on cash, other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business and customary provisions in leases, subleases, licenses, sublicenses and other contracts restricting the assignment thereof, in each case entered into in the ordinary course of business;
(g) secured Indebtedness otherwise permitted to be incurred under Sections 6.14 and 6.15 that limit the right of the obligor to dispose of the assets securing such Indebtednesspredecessor agreements; and
(hE) any encumbrances encumbrance or restrictions of the types referred restriction pursuant to in clauses applicable law; and
(a2) through (f) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (vii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive with respect to clause (c) only,
(A) any such encumbrance and other or restriction consisting of customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder;
(B) restrictions taken as contained in security agreements or mortgages securing Indebtedness of a whole than those prior Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement security agreements or refinancingmortgages;
(C) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; and
(D) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition.
Appears in 2 contracts
Sources: Indenture (Fs Equity Partners Iii Lp), Indenture (Blum Capital Partners Lp)
Limitation on Restrictions. The Borrower will not, and it will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or other Equity Interests owned by the Borrower or any other Restricted Subsidiary, (b) pay or repay any Indebtedness owed to the Borrower or any other Restricted Subsidiary, (c) make loans or advances to the Borrower or any other Restricted Subsidiary, (d) transfer any of its Property to the Borrower or any other Restricted Subsidiary, (e) encumber or pledge any of its assets to or for the benefit of the Administrative Agent or (f) guaranty the Obligations, Hedging Liability and Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations, except for, in each case:
(ai) restrictions and conditions imposed by any Loan Document or Second Lien Loan Document or which (x) exist on the date hereof and (y) to the extent contractual obligations permitted by subclause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such contractual obligation;
(bii) customary restrictions and conditions contained in agreements relating to any sale of assets pending such sale; , provided that such restrictions and conditions apply only to the Person or property that is to be sold;
(ciii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the Person obligated under such Indebtedness and its Subsidiaries or, in the case of secured Indebtedness, or the property or assets intended to secure such Indebtedness;
(div) contractual obligations binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary;
(ev) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.17 and applicable solely to such joint venture entered into in the ordinary course of business;
(fvi) restrictions on cash, other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business and customary provisions in leases, subleases, licenses, sublicenses and other contracts restricting the assignment thereof, in each case entered into in the ordinary course of business;
(gvii) secured Indebtedness otherwise permitted to be incurred under Sections 6.14 and 6.15 that limit the right of the obligor to dispose of the assets securing such Indebtedness; and
(hviii) any encumbrances or restrictions of the types referred to in clauses paragraphs (a) through (f) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (vii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Sources: First Lien Loan Agreement (Vantiv, Inc.), First Lien Loan Agreement (Vantiv, Inc.)
Limitation on Restrictions. The Borrower will not, and it will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or other Equity Interests equity interests owned by the Borrower or any other Restricted Subsidiary, (b) pay or repay any Indebtedness owed to the Borrower or any other Restricted Subsidiary, (c) make loans or advances to the Borrower or any other Restricted Subsidiary, (d) transfer any of its Property to the Borrower or any other Restricted Subsidiary, (e) encumber or pledge any of its assets to or for the benefit of the Administrative Agent or (f) guaranty the Obligations, Hedging Liability and Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations, except for, in each case:
(ai) restrictions and conditions imposed by any Loan Document or which (x) exist on the date hereof and (y) to the extent contractual obligations permitted by subclause clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such contractual obligation;
(bii) customary restrictions and conditions contained in agreements relating to any sale of assets pending such sale; , provided that such restrictions and conditions apply only to the Person or property that is to be sold;
(ciii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the Person obligated under such Indebtedness and its Subsidiaries or, in the case of secured Indebtedness, subsidiaries or the property or assets intended to secure such Indebtedness;
(div) contractual obligations binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary;
(ev) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.17 6.13 and applicable solely to such joint venture entered into in the ordinary course of business;
(fvi) restrictions on cash, other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business and customary provisions in leases, subleases, licenses, sublicenses and other contracts restricting the assignment thereof, in each case entered into in the ordinary course of business;
(gvii) secured Indebtedness otherwise permitted to be incurred under Sections 6.14 6.11 and 6.15 6.12 that limit the right of the obligor to dispose of the assets securing such Indebtedness; and
(hviii) any encumbrances or restrictions of the types referred to in clauses (a) through (f) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (vii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Sources: Loan Agreement (Fifth Third Bancorp), Amendment and Restatement Agreement (Fifth Third Bancorp)
Limitation on Restrictions. The Borrower will not, and it will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction on the ability of any such Restricted Subsidiary to (aA) pay dividends or make any other distributions on its capital stock or other Equity Interests owned by the Borrower or any other Restricted Subsidiary, (bB) pay or repay any Indebtedness owed to the Borrower or any other Restricted Subsidiary, (cC) make loans or advances to the Borrower or any other Restricted Subsidiary, (d) transfer any of its Property to the Borrower or any other Restricted Subsidiary, (eD) encumber or pledge any of its assets to or for the benefit of the Administrative Agent or (fE) guaranty the Obligations, Hedging Liability and Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations, except for, in each case:
(a) restrictions and conditions imposed by any Loan Document Document, the 2024 Convertible Notes Documents or the 2026 Senior Unsecured Notes Documents or which (x) exist on the date hereof Amendment No. 7 Effective Date and (y) to the extent contractual obligations permitted by subclause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not materially expand the scope of such contractual obligation;
(b) customary restrictions and conditions contained in agreements relating to any sale of assets pending such sale; provided that such restrictions and conditions apply only to the Person or property that is to be sold;
(c) restrictions or conditions imposed by any agreement relating to Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the Person obligated under such Indebtedness and its Subsidiaries or, in the case of secured Indebtedness, the property or assets intended to secure such Indebtedness;
(d) contractual obligations binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary;
(e) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.17 and applicable solely to such joint venture entered into in the ordinary course of businessbusiness and any provisions in joint venture agreements in effect at or entered into on the Amendment No. 7 Effective Date;
(f) restrictions on cash, other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business and customary provisions in leases, subleases, licenses, sublicenses sublicenses, service agreements, product sales, asset sale agreements and other contracts restricting the assignment thereof, in each case entered into in the ordinary course of business;
(g) secured Indebtedness otherwise permitted to be incurred under Sections 6.14 and 6.15 that limit the right of the obligor to dispose of the assets securing such Indebtedness;
(h) restrictions that arise in connection with (including Indebtedness and other agreements entered into in connection therewith) (x) any Lien permitted by Section 6.15 and that relate to the property subject to such Lien or (y) any disposition permitted by Section 6.16 applicable pending such disposition solely to the assets subject to such disposition;
(i) customary provisions restricting assignment of, or the creation of any Lien over, any agreement entered into in the ordinary course of business;
(j) any restrictions imposed by any agreement relating to Indebtedness incurred pursuant to Section 6.14 or Refinancing Indebtedness in respect thereof, to the extent such restrictions are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (in each case, as determined in good faith by the Borrower);
(k) any encumbrances or restrictions of the type referred to in clauses (A), (B) or (C) above and solely with respect to any Foreign Subsidiary (or, during any Collateral and Guarantee Suspension Period, any non-Guarantor Subsidiary), any encumbrances or restrictions of the type referred to in clauses (D) or (E) above, in each case, imposed by any other instrument or agreement entered into after the Amendment No. 7 Effective Date that contains encumbrances and restrictions that, as determined by the Borrower in good faith, will not materially adversely affect the Borrower’s ability to make payments on the Loans;
(l) any encumbrance or restriction of a Receivables Financing Subsidiary effected in connection with a Permitted Receivables Financing; provided, however, that such restrictions apply only to such Receivables Financing Subsidiary; and
(hm) any encumbrances or restrictions of the types referred to in clauses (a) through (fl) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (vii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Sources: Loan Agreement (Western Digital Corp), Loan Agreement (Western Digital Corp)
Limitation on Restrictions. The Borrower will not, and it will not Create or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction of any kind on the ability of any such Restricted Subsidiary to (ai) pay dividends or make any other distributions on its capital stock or other Equity Interests owned by to the Borrower or any other Restricted SubsidiaryBorrower, (bii) pay or repay any Indebtedness owed to the Borrower or any other Restricted SubsidiaryBorrower, (ciii) make loans or advances to the Borrower or any other Restricted Subsidiary, (div) transfer any of its Property properties or assets to the Borrower except (in respect of any of the matters referred to in clauses (i) through (iv) above) for such restrictions existing under or by reason of (A) this Credit Agreement and the other Credit Documents and (B) (I) the NFA Industrial Development Bond Documents or (II) the Senior Note Indenture and the Senior Notes, (C) applicable law, (D) any instrument governing Indebtedness or the capital stock of a Person acquired by the Borrower or any other Restricted Subsidiary, (e) encumber or pledge any of its assets to or for Subsidiaries as in effect at the benefit time of the Administrative Agent or such acquisition (f) guaranty the Obligations, Hedging Liability and Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations, except for, in each case:
(a) restrictions and conditions imposed by any Loan Document or which (x) exist on the date hereof and (y) to the extent contractual obligations permitted by subclause (x) are set forth such Indebtedness was incurred in an agreement evidencing Indebtedness, are set forth connection with or in any agreement evidencing any permitted renewal, extension or refinancing contemplation of such Indebtedness so long as such renewalacquisition), extension which encumbrance or refinancing does restriction is not expand the scope of such contractual obligation;
(b) customary restrictions and conditions contained in agreements relating applicable to any sale Person, or the properties or assets of any Person, other than the Person, or the property or assets pending such sale; provided that such restrictions and conditions apply only to of the Person or property that is to be sold;
(c) restrictions or conditions imposed by any agreement relating to Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the Person obligated under such Indebtedness and its Subsidiaries orPerson, so acquired, PROVIDED that, in the case of secured Indebtedness, such Indebtedness is permitted by the terms of the Credit Agreement, (E) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (F) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iv) above on the property or so acquired, (G) any agreement for the sale of a Subsidiary that restricts distributions by that Subsidiary pending its sale, (H) Permitted Refinancing Indebtedness, PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (I) Liens securing Indebtedness otherwise permitted to be incurred pursuant to the provisions of Section 8.2 that limits the right of the debtor to dispose of the assets intended to secure securing such Indebtedness;
, (dJ) contractual obligations binding on a Restricted Subsidiary at provisions with respect to the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such contractual obligations were not entered into solely in contemplation disposition or distribution of such Person becoming a Restricted Subsidiary;
(e) customary provisions assets or property in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.17 and applicable solely to such joint venture entered into in the ordinary course of business;
business and (fK) restrictions on cash, cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business and customary provisions in leases, subleases, licenses, sublicenses and other contracts restricting the assignment thereof, in each case entered into in the ordinary course of business;
(g) secured Indebtedness otherwise permitted to be incurred under Sections 6.14 and 6.15 that limit the right of the obligor to dispose of the assets securing such Indebtedness; and
(h) any encumbrances or restrictions of the types referred to in clauses (a) through (f) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (vii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: Credit Agreement (Worldtex Inc)
Limitation on Restrictions. The (I) Solely during an Unsecured Covenants Period, the Lead Borrower will not, and will not permit any Restricted Subsidiary to enter into, incur or permit to exist any agreement or other arrangement with any Person (other than any such agreements or arrangements between or among the Lead Borrower and the Restricted Subsidiaries) that prohibits, restricts or imposes any condition upon the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to its Equity Interests or to make or repay loans or advances to the Lead Borrower or any other Restricted Subsidiary, in each case, except to the extent the Lead Borrower has reasonably determined that such agreement or arrangement will not materially impair the Borrowers’ ability to make payments under this Agreement when due; provided that the foregoing shall not apply to (a) prohibitions, restrictions or conditions imposed by law or by the Loan Documents, (b) prohibitions, restrictions or conditions contained in, or existing by reason of, any agreement or instrument set forth on Schedule 6.05 (but shall apply to any amendment or modification expanding the scope of any such prohibition, restriction or condition), (c) in the case of any Subsidiary that is not a wholly owned Subsidiary, prohibitions, restrictions and conditions imposed by its organizational documents or any related joint venture, shareholders’ or similar agreement; provided that such prohibitions, restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, (d) customary prohibitions, restrictions and conditions contained in agreements relating to the sale of a Subsidiary that are applicable solely pending such sale; provided that such prohibitions, restrictions and conditions apply only to the Subsidiary that is to be sold, (e) prohibitions, restrictions and conditions imposed by agreements relating to Indebtedness of any Restricted Subsidiary in existence at the time such Restricted Subsidiary became a Restricted Subsidiary and not created in contemplation thereof or in connection therewith (but shall apply to any amendment or modification expanding the scope of any such restriction or condition); provided that such prohibitions, restrictions and conditions apply only to such Restricted Subsidiary, (f) prohibitions, restrictions and conditions imposed by agreements relating to any Indebtedness of the Lead Borrower or any Restricted Subsidiary permitted hereunder to the extent, in the good faith judgment of the Lead Borrower, such prohibitions, restrictions and conditions, at the time such Indebtedness is incurred, are on customary market terms for Indebtedness of such type and (g) customary provisions in leases or licenses (or sublicenses) of intellectual or similar property restricting the assignment, subletting or transfer thereof.
(II) Solely during a Secured Covenants Period, the Lead Borrower will not, and it will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction on the ability of any such Restricted Subsidiary to (aA) pay dividends or make any other distributions on its capital stock or other Equity Interests owned by the Lead Borrower or any other Restricted Subsidiary, (bB) pay or repay any Indebtedness owed to the Lead Borrower or any other Restricted Subsidiary, (cC) make loans or advances to the Lead Borrower or any other Restricted Subsidiary, (d) transfer any of its Property to the Borrower or any other Restricted Subsidiary, (eD) encumber or pledge any of its assets to or for the benefit of the Administrative Agent or (fE) guaranty the Obligations, Hedging Liability and Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations, except for, in each case:
(a) restrictions and conditions imposed by any Loan Document or which (x) exist on the date hereof Amendment No. 2 Effective Date and (y) to the extent contractual obligations permitted by subclause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not materially expand the scope of such contractual obligation;
(b) customary restrictions and conditions contained in agreements relating to any sale of assets pending such sale; provided that such restrictions and conditions apply only to the Person or property that is to be sold;
(c) restrictions or conditions imposed by any agreement relating to Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the Person obligated under such Indebtedness and its Subsidiaries or, in the case of secured Indebtedness, the property or assets intended to secure such Indebtedness;
(d) contractual obligations binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary;
(e) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.17 6.19 and applicable solely to such joint venture entered into in the ordinary course of businessbusiness and any provisions in joint venture agreements in effect at or entered into on the Amendment No. 2 Effective Date;
(f) restrictions on cash, other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business and customary provisions in leases, subleases, licenses, sublicenses sublicenses, service agreements, product sales, asset sale agreements and other contracts restricting the assignment thereof, in each case entered into in the ordinary course of business;
(g) secured Indebtedness otherwise permitted to be incurred under Sections 6.14 6.15 and 6.15 6.16 that limit the right of the obligor to dispose of the assets securing such Indebtedness;
(h) restrictions that arise in connection with (including Indebtedness and other agreements entered into in connection therewith) (x) any Lien permitted by Section 6.16 and that relate to the property subject to such Lien or (y) any disposition permitted by Section 6.17 applicable pending such disposition solely to the assets subject to such disposition;
(i) customary provisions restricting assignment of, or the creation of any Lien over, any agreement entered into in the ordinary course of business;
(j) any restrictions imposed by any agreement relating to Indebtedness incurred pursuant to Section 6.15 or Refinancing Indebtedness in respect thereof, to the extent such restrictions are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (in each case, as determined in good faith by the Lead Borrower);
(k) any encumbrances or restrictions of the type referred to in clauses (a), (b) or (c) above and solely with respect to any Foreign Subsidiary, any encumbrances or restrictions of the type referred to in clauses (d) or (e) above, in each case, imposed by any other instrument or agreement entered into after the Amendment No. 2 Effective Date that contains encumbrances and restrictions that, as determined by the Lead Borrower in good faith, will not materially adversely affect the Lead Borrower’s ability to make payments on the Loans;
(l) any encumbrance or restriction of a Receivables Financing Subsidiary effected in connection with a Permitted Receivables Financing; provided, however, that such restrictions apply only to such Receivables Financing Subsidiary; and
(hm) any encumbrances or restrictions of the types referred to in clauses (a) through (fl) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (vii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Lead Borrower, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Limitation on Restrictions. The Borrower Parent will not, and it will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction on the ability of any such Restricted Subsidiary to (aA) pay dividends or make any other distributions on its capital stock or other Equity Interests owned by the Borrower Parent or any other Restricted Subsidiary, (bB) pay or repay any Indebtedness owed to the Borrower Parent or any other Restricted Subsidiary, (cC) make loans or advances to the Borrower Parent or any other Restricted Subsidiary, (d) transfer any of its Property to the Borrower or any other Restricted Subsidiary, (eD) encumber or pledge any of its assets to or for the benefit of the Administrative Agent or (fE) guaranty the Obligations, Hedging Liability and Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations, except for, in each case:
(a) restrictions and conditions imposed by any Loan Document Document, the Parent Credit Facilities or the Senior Notes Documents or which (x) exist on the date hereof Closing Date and (y) to the extent contractual obligations permitted by subclause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not materially expand the scope of such contractual obligation;
(b) customary restrictions and conditions contained in agreements relating to any sale of assets pending such sale; provided that such restrictions and conditions apply only to the Person or property that is to be sold;
(c) restrictions or conditions imposed by any agreement relating to Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the Person obligated under such Indebtedness and its Subsidiaries or, in the case of secured Indebtedness, the property or assets intended to secure such Indebtedness;
(d) contractual obligations binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary;
(e) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.17 and applicable solely to such joint venture entered into in the ordinary course of businessbusiness and any provisions in joint venture agreements in effect at or entered into on the Closing Date;
(f) restrictions on cash, other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business and customary provisions in leases, subleases, licenses, sublicenses sublicenses, service agreements, product sales, asset sale agreements and other contracts restricting the assignment thereof, in each case entered into in the ordinary course of business;
(g) secured Indebtedness otherwise permitted to be incurred under Sections 6.14 and 6.15 that limit the right of the obligor to dispose of the assets securing such Indebtedness;
(h) restrictions that arise in connection with (including Indebtedness and other agreements entered into in connection therewith) (x) any Lien permitted by Section 6.15 and that relate to the property subject to such Lien or (y) any disposition permitted by Section 6.16 applicable pending such disposition solely to the assets subject to such disposition;
(i) customary provisions restricting assignment of, or the creation of any Lien over, any agreement entered into in the ordinary course of business;
(j) any restrictions imposed by any agreement relating to Indebtedness incurred pursuant to Section 6.14 or Refinancing Indebtedness in respect thereof, to the extent such restrictions are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (in each case, as determined in good faith by Parent);
(k) any encumbrances or restrictions of the type referred to in clauses (A), (B) or (C) above and solely with respect to any Foreign Subsidiary, any encumbrances or restrictions of the type referred to in clauses (D) or (E) above, in each case, imposed by any other instrument or agreement entered into after the Closing Date that contains encumbrances and restrictions that, as determined by Parent in good faith, will not materially adversely affect the Borrower’s ability to make payments on the Loans;
(l) any encumbrance or restriction of a Receivables Financing Subsidiary effected in connection with a Permitted Receivables Financing; provided, however, that such restrictions apply only to such Receivables Financing Subsidiary; and
(hm) any encumbrances or restrictions of the types referred to in clauses (a) through (fl) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (vii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the BorrowerParent, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Limitation on Restrictions. The Lead Borrower will not, and it will not permit any of its Restricted Subsidiaries toSubsidiary to enter into, directly incur or indirectly, create or otherwise cause or suffer permit to exist any agreement or become effective other arrangement with any consensual restriction on Person (other than any such agreements or arrangements between or among the Company and the Subsidiaries) that prohibits, restricts or imposes any condition upon the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on with respect to its capital stock or other Equity Interests owned by the Borrower or any other Restricted Subsidiary, (b) pay to make or repay any Indebtedness owed to the Borrower or any other Restricted Subsidiary, (c) make loans or advances to the Borrower Company or any other Restricted Subsidiary, in each case, except to the extent the Company has reasonably determined that such agreement or arrangement will not materially impair the Borrowers’ ability to make payments under this Agreement when due; provided that the foregoing shall not apply to (a) prohibitions, restrictions or conditions imposed by law or by the Loan Documents, (b) prohibitions, restrictions or conditions contained in, or existing by reason of, any agreement or instrument set forth on Schedule 6.05 (but shall apply to any amendment or modification expanding the scope of any such prohibition, restriction or condition), (c) in the case of any Subsidiary that is not a wholly owned Subsidiary, prohibitions, restrictions and conditions imposed by its organizational documents or any related joint venture, shareholders’ or similar agreement; provided that such prohibitions, restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, (d) transfer any of its Property to the Borrower or any other Restricted Subsidiarycustomary prohibitions, (e) encumber or pledge any of its assets to or for the benefit of the Administrative Agent or (f) guaranty the Obligations, Hedging Liability and Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations, except for, in each case:
(a) restrictions and conditions imposed by any Loan Document or which (x) exist on the date hereof and (y) to the extent contractual obligations permitted by subclause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such contractual obligation;
(b) customary restrictions and conditions contained in agreements relating to any the sale of assets a Subsidiary that are applicable solely pending such sale; sale; provided that such prohibitions, restrictions and conditions apply only to the Person or property Subsidiary that is to be sold;
, (ce) prohibitions, restrictions or and conditions imposed by any agreement agreements relating to Indebtedness permitted by this Agreement if of any Subsidiary in existence at the time such Subsidiary became a Subsidiary and not created in contemplation thereof or in connection therewith (but shall apply to any amendment or modification expanding the scope of any such restriction or condition); provided that such prohibitions, restrictions or and conditions apply only to the Person obligated under such Indebtedness and its Subsidiaries or, in the case of secured Indebtedness, the property or assets intended to secure such Indebtedness;
(d) contractual obligations binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary;
(e) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.17 and applicable solely to such joint venture entered into in the ordinary course of business;
(f) prohibitions, restrictions on cash, other deposits or net worth and conditions imposed by customers under contracts entered into in the ordinary course of business and customary provisions in leases, subleases, licenses, sublicenses and other contracts restricting the assignment thereof, in each case entered into in the ordinary course of business;
(g) secured agreements relating to any Indebtedness otherwise permitted to be incurred under Sections 6.14 and 6.15 that limit the right of the obligor Company or any Subsidiary permitted hereunder to dispose of the assets securing such Indebtedness; and
(h) any encumbrances or restrictions of the types referred to in clauses (a) through (f) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (vii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings areextent, in the good faith judgment of the BorrowerCompany, no more restrictive with respect to such encumbrance prohibitions, restrictions and other restrictions taken as a whole than those prior to conditions, at the time such amendmentIndebtedness is incurred, modificationare on customary market terms for Indebtedness of such type and (g) customary provisions in leases or licenses (or sublicenses) of intellectual or similar property restricting the assignment, restatement, renewal, increase, supplement, refunding, replacement subletting or refinancingtransfer thereof.
Appears in 1 contract
Limitation on Restrictions. The Borrower will not, and it will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction on the ability of any such Restricted Subsidiary to (aA) pay dividends or make any other distributions on its capital stock or other Equity Interests owned by the Borrower or any other Restricted Subsidiary, (bB) pay or repay any Indebtedness owed to the Borrower or any other Restricted Subsidiary, (cC) make loans or advances to the Borrower or any other Restricted Subsidiary, (d) transfer any of its Property to the Borrower or any other Restricted Subsidiary, (eD) encumber or pledge any of its assets to or for the benefit of the Administrative Agent or (fE) guaranty the Obligations, Hedging Liability and Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations, except for, in each case:
(a) restrictions and conditions imposed by any Loan Document or which (x) exist on the date hereof Amendment No. 2 Effective Date and (y) to the extent contractual obligations permitted by subclause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not materially expand the scope of such contractual obligation;
(b) customary restrictions and conditions contained in agreements relating to any sale of assets pending such sale; provided that such restrictions and conditions apply only to the Person or property that is to be sold;
(c) restrictions or conditions imposed by any agreement relating to Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the Person obligated under such Indebtedness and its Subsidiaries or, in the case of secured Indebtedness, the property or assets intended to secure such Indebtedness;
(d) contractual obligations binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary;
(e) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.17 6.19 and applicable solely to such joint venture entered into in the ordinary course of businessbusiness and any provisions in joint venture agreements in effect at or entered into on the Amendment No. 2 Effective Date;
(f) restrictions on cash, other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business and customary provisions in leases, subleases, licenses, sublicenses sublicenses, service agreements, product sales, asset sale agreements and other contracts restricting the assignment thereof, in each case entered into in the ordinary course of business;
(g) secured Indebtedness otherwise permitted to be incurred under Sections 6.14 6.15 and 6.15 6.16 that limit the right of the obligor to dispose of the assets securing such Indebtedness;
(h) restrictions that arise in connection with (including Indebtedness and other agreements entered into in connection therewith) (x) any Lien permitted by Section 6.16 and that relate to the property subject to such Lien or (y) any disposition permitted by Section 6.17 applicable pending such disposition solely to the assets subject to such disposition;
(i) customary provisions restricting assignment of, or the creation of any Lien over, any agreement entered into in the ordinary course of business;
(j) any restrictions imposed by any agreement relating to Indebtedness incurred pursuant to Section 6.15 or Refinancing Indebtedness in respect thereof, to the extent such restrictions are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (in each case, as determined in good faith by the Borrower);
(k) any encumbrances or restrictions of the type referred to in clauses (a), (b) or (c) above and solely with respect to any Foreign Subsidiary, any encumbrances or restrictions of the type referred to in clauses (d) or (e) above, in each case, imposed by any other instrument or agreement entered into after the Amendment No. 2 Effective Date that contains encumbrances and restrictions that, as determined by the Borrower in good faith, will not materially adversely affect the Borrower’s ability to make payments on the Loans;
(l) any encumbrance or restriction of a Receivables Financing Subsidiary effected in connection with a Permitted Receivables Financing; provided, however, that such restrictions apply only to such Receivables Financing Subsidiary; and
(hm) any encumbrances or restrictions of the types referred to in clauses (a) through (fl) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (vii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Limitation on Restrictions. The Borrower will notNo Credit Party shall, and not shall it will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or other Equity Interests owned by the Borrower any Credit Party or any other Restricted Subsidiary, (b) pay or repay any Indebtedness owed to the Borrower any Credit Party or any other Restricted Subsidiary, (c) make loans or advances to the Borrower any Credit Party or any other Restricted Subsidiary, (d) transfer any of its Property to the Borrower any Credit Party or any other Restricted Subsidiary, (e) encumber or pledge any of its assets to or for the benefit of the Administrative Agent or (f) guaranty the Obligations, Hedging Liability including, without limitation, Rate Management Obligations and Funds Transfer Liability, Deposit Account Liability and Data Processing Banking Services Obligations, except for, in each case:
; provided that (ai) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or which Document, (xii) exist the foregoing shall not apply to restrictions and conditions existing on the date hereof and identified on Schedule 6.16 (y) but shall apply to the extent contractual obligations permitted by subclause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewalrenewal of, extension or refinancing does not expand any amendment or modification expanding the scope of of, any such contractual obligation;
restriction or condition), (biii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to any the sale of assets a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Person or property Subsidiary that is to be sold;
sold and such sale is permitted hereunder, (civ) clauses (d) and (e) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the Person obligated under Property securing such Indebtedness and its Subsidiaries or, in the case of secured Indebtedness, the property or assets intended to secure such Indebtedness;
(v) clauses (d) contractual obligations binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary;
and (e) of the foregoing shall not apply to customary provisions in joint venture agreements leases licenses and other similar agreements applicable to joint ventures permitted under Section 6.17 contracts customarily restricting the assignment thereof and applicable solely to such joint venture entered into in the ordinary course of business;
(f) restrictions on cash, other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business and customary provisions in leases, subleases, licenses, sublicenses and other contracts restricting the assignment thereof, in each case entered into in the ordinary course assignments of business;
(g) secured Indebtedness otherwise permitted to be incurred under Sections 6.14 and 6.15 that limit the right of the obligor to dispose of the assets securing such Indebtedness; and
(h) any encumbrances or restrictions of the types referred to in clauses (a) through (f) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (vii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingintellectual property.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (McBc Holdings, Inc.)
Limitation on Restrictions. The (I) Solely during an Unsecured Covenants Period, the Lead Borrower will not, and will not permit any Restricted Subsidiary to enter into, incur or permit to exist any agreement or other arrangement with any Person (other than any such agreements or arrangements between or among the Lead Borrower and the Restricted Subsidiaries) that prohibits, restricts or imposes any condition upon the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to its Equity Interests or to make or repay loans or advances to the Lead Borrower or any other Restricted Subsidiary, in each case, except to the extent the Lead Borrower has reasonably determined that such agreement or arrangement will not materially impair the Borrowers’ ability to make payments under this Agreement when due; provided that the foregoing shall not apply to (a) prohibitions, restrictions or conditions imposed by law or by the Loan Documents, (b) prohibitions, restrictions or conditions contained in, or existing by reason of, any agreement or instrument set forth on Schedule 6.05 (but shall apply to any amendment or modification expanding the scope of any such prohibition, restriction or condition), (c) in the case of any Subsidiary that is not a wholly owned Subsidiary, prohibitions, restrictions and conditions imposed by its organizational documents or any related joint venture, shareholders’ or similar agreement; provided that such prohibitions, restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, (d) customary prohibitions, restrictions and conditions contained in agreements relating to the sale of a Subsidiary that are applicable solely pending such sale; provided that such prohibitions, restrictions and conditions apply only to the Subsidiary that is to be sold, (e) prohibitions, restrictions and conditions imposed by agreements relating to Indebtedness of any Restricted Subsidiary in existence at the time such Restricted Subsidiary became a Restricted Subsidiary and not created in contemplation thereof or in connection therewith (but shall apply to any amendment or modification expanding the scope of any such restriction or condition); provided that such prohibitions, restrictions and conditions apply only to such Restricted Subsidiary, (f) prohibitions, restrictions and conditions imposed by agreements relating to any Indebtedness of the Lead Borrower or any Restricted Subsidiary permitted hereunder to the extent, in the good faith judgment of the Lead Borrower, such prohibitions, restrictions and conditions, at the time such Indebtedness is incurred, are on customary market terms for Indebtedness of such type and (g) customary provisions in leases or licenses (or sublicenses) of intellectual or similar property restricting the assignment, subletting or transfer thereof.
(II) Solely during a Secured Covenants Period, the Lead Borrower will not, and it will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction on the ability of any such Restricted Subsidiary to (aA) pay dividends or make any other distributions on its capital stock or other Equity Interests owned by the Lead Borrower or any other Restricted Subsidiary, (bB) pay or repay any Indebtedness owed to the Lead Borrower or any other Restricted Subsidiary, (cC) make loans or advances to the Lead Borrower or any other Restricted Subsidiary, (d) transfer any of its Property to the Borrower or any other Restricted Subsidiary, (eD) encumber or pledge any of its assets to or for the benefit of the Administrative Agent or (fE) guaranty the Obligations, Hedging Liability and Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations, except for, in each case:
(a) restrictions and conditions imposed by any Loan Document or which (x) exist on the date hereof Amendment No. 2 Effective Date and (y) to the extent contractual obligations permitted by subclause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not materially expand the scope of such contractual obligation;
(b) customary restrictions and conditions contained in agreements relating to any sale of assets pending such sale; provided that such restrictions and conditions apply only to the Person or property that is to be sold;
(c) restrictions or conditions imposed by any agreement relating to Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the Person obligated under such Indebtedness and its Subsidiaries or, in the case of secured Indebtedness, the property or assets intended to secure such Indebtedness;
(d) contractual obligations binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary;
(e) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.17 6.19 and applicable solely to such joint venture entered into in the ordinary course of businessbusiness and any provisions in joint venture agreements in effect at or entered into on the Amendment No. 2 Effective Date;
(f) restrictions on cash, other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business and customary provisions in leases, subleases, licenses, sublicenses sublicenses, service agreements, product sales, asset sale agreements and other contracts restricting the assignment thereof, in each case entered into in the ordinary course of business;
(g) secured Indebtedness otherwise permitted to be incurred under Sections 6.14 6.15 and 6.15 6.16 that limit the right of the obligor to dispose of the assets securing such Indebtedness; and;
(h) restrictions that arise in connection with (including Indebtedness and other agreements entered into in connection therewith) (x) any encumbrances or restrictions of Lien permitted by Section 6.16 and that relate to the types referred to in clauses (a) through (f) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (vii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive with respect property subject to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement Lien or refinancing.(y) any disposition permitted by Section
Appears in 1 contract
Limitation on Restrictions. The Lead Borrower will not, and it will not permit any of its Restricted Subsidiaries toSubsidiary to enter into, directly incur or indirectly, create or otherwise cause or suffer permit to exist any agreement or become effective other arrangement with any consensual restriction on Person (other than any such agreements or arrangements between or among the Company and the Subsidiaries) that prohibits, restricts or imposes any condition upon the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on with respect to its capital stock or other Equity Interests owned by the Borrower or any other Restricted Subsidiary, (b) pay to make or repay any Indebtedness owed to the Borrower or any other Restricted Subsidiary, (c) make loans or advances to the Borrower Company or any other Restricted Subsidiary, in each case, except to the extent the Company has reasonably determined that such agreement or arrangement will not materially impair the Borrowers’ ability to make payments under this Agreement when due; provided that the foregoing shall not apply to (a) prohibitions, restrictions or conditions imposed by law or by the Loan Documents, (b) prohibitions, restrictions or conditions contained in, or existing by reason of, any agreement or instrument set forth on Schedule 6.05 (but shall apply to any amendment or modification expanding the scope of any such prohibition, restriction or condition), (c) in the case of any Subsidiary that is not a wholly owned Subsidiary, prohibitions, restrictions and conditions imposed by its organizational documents or any related joint venture, shareholders’ or similar agreement; provided that such prohibitions, restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, (d) transfer any of its Property to the Borrower or any other Restricted Subsidiarycustomary prohibitions, (e) encumber or pledge any of its assets to or for the benefit of the Administrative Agent or (f) guaranty the Obligations, Hedging Liability and Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations, except for, in each case:
(a) restrictions and conditions imposed by any Loan Document or which (x) exist on the date hereof and (y) to the extent contractual obligations permitted by subclause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such contractual obligation;
(b) customary restrictions and conditions contained in agreements relating to any the sale of assets a Subsidiary that are applicable solely pending such sale; provided that such prohibitions, restrictions and conditions apply only to the Person or property Subsidiary that is to be sold;
, (ce) prohibitions, restrictions or and conditions imposed by any agreement agreements relating to Indebtedness permitted by this Agreement if of any Subsidiary in existence at the time such Subsidiary became a Subsidiary and not created in contemplation thereof or in connection therewith (but shall apply to any amendment or modification expanding the scope of any such restriction or condition); provided that such prohibitions, restrictions or and conditions apply only to the Person obligated under such Indebtedness and its Subsidiaries or, in the case of secured Indebtedness, the property or assets intended to secure such Indebtedness;
(d) contractual obligations binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary;
(e) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.17 and applicable solely to such joint venture entered into in the ordinary course of business;
(f) prohibitions, restrictions on cash, other deposits or net worth and conditions imposed by customers under contracts entered into in the ordinary course of business and customary provisions in leases, subleases, licenses, sublicenses and other contracts restricting the assignment thereof, in each case entered into in the ordinary course of business;
(g) secured agreements relating to any Indebtedness otherwise permitted to be incurred under Sections 6.14 and 6.15 that limit the right of the obligor Company or any Subsidiary permitted hereunder to dispose of the assets securing such Indebtedness; and
(h) any encumbrances or restrictions of the types referred to in clauses (a) through (f) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (vii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings areextent, in the good faith judgment of the BorrowerCompany, no more restrictive with respect to such encumbrance prohibitions, restrictions and other restrictions taken as a whole than those prior to conditions, at the time such amendmentIndebtedness is incurred, modificationare on customary market terms for Indebtedness of such type and (g) customary provisions in leases or licenses (or sublicenses) of intellectual or similar property restricting the assignment, restatement, renewal, increase, supplement, refunding, replacement subletting or refinancingtransfer thereof.
Appears in 1 contract
Limitation on Restrictions. The Except as provided on Schedule 6.17 hereto, the Borrower will not, and it will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or other Equity Interests equity interests owned by the Borrower or any other Restricted Subsidiary, (b) pay or repay any Indebtedness owed to the Borrower or any other Restricted Subsidiary, (c) make loans or advances to the Borrower or any other Restricted Subsidiary, (d) transfer any of its Property to the Borrower or any other Restricted Subsidiary, (e) encumber or pledge any of its assets to or for the benefit of the Administrative Agent or (f) guaranty the Obligations, Hedging Liability and Funds Transfer Liability, and Deposit Account Liability except for such restrictions existing under or by reason of (i) applicable Law; (ii) this Agreement and Data Processing Obligations, except for, in each case:
the other Loan Documents; (aiii) restrictions and conditions imposed by customary provisions restricting subletting or assignment of any Loan Document lease governing a leasehold interest of the Borrower or which any Restricted Subsidiary; (xiv) exist on the date hereof and (y) to the extent contractual obligations permitted by subclause (x) are set forth in an agreement evidencing Indebtedness, are set forth in customary provisions restricting assignment of any agreement evidencing entered into by the Borrower or any permitted renewal, extension or refinancing Restricted Subsidiary in the ordinary course of such Indebtedness so long as such renewal, extension or refinancing does not expand business; (v) any holder of a Permitted Lien restricting the scope transfer of such contractual obligation;
the Property subject thereto; (bvi) customary restrictions and conditions contained in agreements relating to any sale of assets pending such sale; provided that such restrictions and conditions apply only to the Person or property that is to be sold;
(c) restrictions or conditions imposed by any agreement relating to Indebtedness the sale of any Property permitted by this Agreement if under Section 6.14 hereof pending the consummation of such restrictions or conditions apply only to the Person obligated under such Indebtedness and its Subsidiaries or, sale; (vii) any agreement in the case of secured Indebtedness, the property or assets intended to secure such Indebtedness;
(d) contractual obligations binding on a Restricted Subsidiary effect at the time such any Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such contractual obligations were agreement was not entered into solely in connection with or in contemplation of such Person person becoming a Restricted Subsidiary;
; (viii) in the case of any Joint Venture, restrictions in such person’s organizational documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the equity interests of or Property held in the subject Joint Venture; (ix) in the case of clause (e) customary provisions in joint venture or, with respect to the Borrower only, clause (a), any agreements and other similar agreements applicable to joint ventures permitted under Section 6.17 and applicable solely to such joint venture entered into in the ordinary course of business;
(f) restrictions on cash, other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business and customary provisions in leases, subleases, licenses, sublicenses and other contracts restricting the assignment thereof, in each case entered into in the ordinary course of business;
(g) secured evidencing Indebtedness otherwise permitted to be incurred pursuant to Section 6.12; (x) any agreements not referred to in clause (ix) above evidencing Indebtedness of Non-Guarantor Subsidiaries that are Foreign Subsidiaries, the aggregate principal amount of which, under Sections 6.14 and 6.15 that limit the right all such agreements, shall not exceed at any time an amount equal to 20% of Net Worth (as measured as of the obligor to dispose end of the assets securing such Indebtednessmost recently completed fiscal quarter); and
and (hxi) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the types agreements referred to in clauses (a) through (f) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through clause (vii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements amendments or refinancings are, in the good faith judgment of the Borrower, are no more materially restrictive with respect to such encumbrance encumbrances and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement amendment or refinancing.
Appears in 1 contract
Sources: Term Loan Agreement (Cliffs Natural Resources Inc.)
Limitation on Restrictions. on Distributions from ------------------------------------------------ Restricted Subsidiaries. The Borrower will Company shall not, and it will shall not permit any of its ----------------------- Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) to pay dividends or make any other distributions on its capital stock Capital Stock or other Equity Interests owned by pay any Indebtedness owed to the Borrower Company or any other Restricted Subsidiary, (b) pay or repay to make any Indebtedness owed to the Borrower or any other Restricted Subsidiary, (c) make loans or advances to the Borrower Company or any other Restricted Subsidiary, Subsidiary or (dc) to transfer any of its Property property or assets to the Borrower Company or any other Restricted Subsidiary, except: (ei) encumber any encumbrance or pledge any of its assets restriction pursuant to an agreement in effect at or for the benefit of the Administrative Agent or (f) guaranty the Obligations, Hedging Liability and Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations, except for, in each case:
(a) restrictions and conditions imposed by any Loan Document or which (x) exist entered into on the date hereof and Issue Date; (yii) any encumbrance or restriction with respect to the extent contractual obligations permitted by subclause (x) are set forth in a Restricted Subsidiary pursuant to an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such contractual obligation;
(b) customary restrictions and conditions contained in agreements relating to any sale of assets pending Indebtedness incurred by such sale; provided that such restrictions and conditions apply only Restricted Subsidiary on or prior to the Person date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness incurred as consideration in, or property to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (i) or (ii) of this Section 3.11 or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 3.11; provided, however, that is the encumbrances and restrictions with respect to be sold;
(c) restrictions -------- ------- such Restricted Subsidiary contained in any such refinancing agreement or conditions imposed by amendment are no less favorable in any agreement relating to Indebtedness permitted by this Agreement if such restrictions or conditions apply only material respect to the Person obligated under holders of the Securities than encumbrances and restrictions with respect to such Indebtedness Restricted Subsidiary contained in such agreements; and its Subsidiaries or, (iv) in the case of secured IndebtednessSection 3.11(c), any encumbrance or restriction (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset that is the subject of such encumbrance or restriction, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets intended to secure such Indebtedness;
(d) contractual obligations binding on a of the Company or any Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiarynot otherwise prohibited by this Indenture, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary;
or (eC) customary provisions in joint venture agreements and other similar agreements applicable arising or agreed to joint ventures permitted under Section 6.17 and applicable solely to such joint venture entered into in the ordinary course of business;
, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; provided that, in each case, such encumbrance or -------- restriction relates to, and restricts dealings with, only the property or asset that is the subject of such encumbrance or restriction; and provided further, -------- ------- that such encumbrance or restriction does not prohibit, limit or otherwise restrict the making or payment of any dividend or other distribution to the Company or any Restricted Subsidiary; (fv) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (vi) any restrictions on cash, cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business and customary provisions in leases, subleases, licenses, sublicenses and other contracts restricting the assignment thereof, in each case entered into in the ordinary course of business;
(g) secured Indebtedness otherwise permitted to be incurred under Sections 6.14 and 6.15 that limit the right of the obligor to dispose of the assets securing such Indebtedness; and
(h) any encumbrances or restrictions of the types referred to in clauses (a) through (f) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (vii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
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Limitation on Restrictions. The Borrower will not, and it will not permit any of its Restricted Subsidiaries toSubsidiary to enter into, directly incur or indirectly, create or otherwise cause or suffer permit to exist any agreement or become effective other arrangement with any consensual restriction on Person (other than any such agreements or arrangements between or among the Borrower and the Subsidiaries) that prohibits, restricts or imposes any condition upon the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on with respect to its capital stock or other Equity Interests owned by the Borrower or any other Restricted Subsidiary, (b) pay to make or repay any Indebtedness owed to the Borrower or any other Restricted Subsidiary, (c) make loans or advances to the Borrower or any other Restricted Subsidiary, in each case, except to the extent the Borrower has reasonably determined that such agreement or arrangement will not materially impair the Borrower’s ability to make payments under this Agreement when due; provided that the foregoing shall not apply to (a) prohibitions, restrictions or conditions imposed by law or by the Loan Documents, (b) prohibitions, restrictions or conditions contained in, or existing by reason of, any agreement or instrument set forth on Schedule 6.05 (but shall apply to any amendment or modification expanding the scope of any such prohibition, restriction or condition), (c) in the case of any Subsidiary that is not a wholly owned Subsidiary, prohibitions, restrictions and conditions imposed by its organizational documents or any related joint venture, shareholders’ or similar agreement; provided that such prohibitions, restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, (d) transfer any of its Property to the Borrower or any other Restricted Subsidiarycustomary prohibitions, (e) encumber or pledge any of its assets to or for the benefit of the Administrative Agent or (f) guaranty the Obligations, Hedging Liability and Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations, except for, in each case:
(a) restrictions and conditions imposed by any Loan Document or which (x) exist on the date hereof and (y) to the extent contractual obligations permitted by subclause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such contractual obligation;
(b) customary restrictions and conditions contained in agreements relating to any the sale of assets a Subsidiary that are applicable solely pending such sale; sale; provided that such prohibitions, restrictions and conditions apply only to the Person or property Subsidiary that is to be sold;
, (ce) prohibitions, restrictions or and conditions imposed by any agreement agreements relating to Indebtedness permitted by this Agreement if of any Subsidiary in existence at the time such Subsidiary became a Subsidiary and not created in contemplation thereof or in connection therewith (but shall apply to any amendment or modification expanding the scope of any such restriction or condition); provided that such prohibitions, restrictions or and conditions apply only to the Person obligated under such Indebtedness and its Subsidiaries or, in the case of secured Indebtedness, the property or assets intended to secure such Indebtedness;
(d) contractual obligations binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary;
(e) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.17 and applicable solely to such joint venture entered into in the ordinary course of business;
(f) prohibitions, restrictions on cash, other deposits or net worth and conditions imposed by customers under contracts entered into in the ordinary course of business and customary provisions in leases, subleases, licenses, sublicenses and other contracts restricting the assignment thereof, in each case entered into in the ordinary course of business;
(g) secured agreements relating to any Indebtedness otherwise permitted to be incurred under Sections 6.14 and 6.15 that limit the right of the obligor Borrower or any Subsidiary permitted hereunder to dispose of the assets securing such Indebtedness; and
(h) any encumbrances or restrictions of the types referred to in clauses (a) through (f) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (vii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings areextent, in the good faith judgment of the Borrower, no more restrictive with respect to such encumbrance prohibitions, restrictions and other restrictions taken as a whole than those prior to conditions, at the time such amendmentIndebtedness is incurred, modificationare on customary market terms for Indebtedness of such type and (g) customary provisions in leases or licenses (or sublicenses) of intellectual or similar property restricting the assignment, restatement, renewal, increase, supplement, refunding, replacement subletting or refinancingtransfer thereof.
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Limitation on Restrictions. The Except as provided on Schedule 6.17 hereto, the Borrower will not, and it will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or other Equity Interests equity interests owned by the Borrower or any other Restricted Subsidiary, (b) pay or repay any Indebtedness owed to the Borrower or any other Restricted Subsidiary, (c) make loans or advances to the Borrower or any other Restricted Subsidiary, (d) transfer any of its Property to the Borrower or any other Restricted Subsidiary, (e) encumber or pledge any of its assets to or for the benefit of the Administrative Agent or (f) guaranty the Obligations, Hedging Liability and Funds Transfer Liability, and Deposit Account Liability except for such restrictions existing under or by reason of (i) applicable Law; (ii) this Agreement and Data Processing Obligations, except for, in each case:
the other Loan Documents; (aiii) restrictions and conditions imposed by customary provisions restricting subletting or assignment of any Loan Document lease governing a leasehold interest of the Borrower or which any Restricted Subsidiary; (xiv) exist on the date hereof and (y) to the extent contractual obligations permitted by subclause (x) are set forth in an agreement evidencing Indebtedness, are set forth in customary provisions restricting assignment of any agreement evidencing entered into by the Borrower or any permitted renewal, extension or refinancing Restricted Subsidiary in the ordinary course of such Indebtedness so long as such renewal, extension or refinancing does not expand business; (v) any holder of a Permitted Lien restricting the scope transfer of such contractual obligation;
the Property subject thereto; (bvi) customary restrictions and conditions contained in agreements relating to any sale of assets pending such sale; provided that such restrictions and conditions apply only to the Person or property that is to be sold;
(c) restrictions or conditions imposed by any agreement relating to Indebtedness the sale of any Property permitted by this Agreement if under Section 6.14 hereof pending the consummation of such restrictions or conditions apply only to the Person obligated under such Indebtedness and its Subsidiaries or, sale; (vii) any agreement in the case of secured Indebtedness, the property or assets intended to secure such Indebtedness;
(d) contractual obligations binding on a Restricted Subsidiary effect at the time such any Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such contractual obligations were agreement was not entered into solely in connection with or in contemplation of such Person person becoming a Restricted Subsidiary;
; (viii) in the case of any Joint Venture, restrictions in such person’s organizational documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the equity interests of or Property held in the subject Joint Venture; (ix) in the case of clause (e) customary provisions in joint venture ), any agreements and other similar agreements applicable evidencing Indebtedness incurred pursuant to joint ventures permitted under Section 6.17 and applicable solely to such joint venture entered into in the ordinary course of business;
6.12(c), (f) restrictions on cashe), other deposits (i), or net worth imposed by customers under contracts entered into in the ordinary course of business and customary provisions in leases, subleases, licenses, sublicenses and other contracts restricting the assignment thereof(j), in each case entered into in case, to the ordinary course of business;
(g) secured Indebtedness otherwise permitted extent such restrictions are limited to be incurred under Sections 6.14 and 6.15 that limit the right of the obligor to dispose of the assets securing acquired or financed; (x) any agreements not referred to in clause (ix) above evidencing Indebtedness, the aggregate principal amount of which, under all such Indebtednessagreements, shall not exceed U.S. $50,000,000; and
(hxi) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the types agreements referred to in clauses (a) through (f) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through clause (vii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements amendments or refinancings are, in the good faith judgment of the Borrower, are no more materially restrictive with respect to such encumbrance encumbrances and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement amendment or refinancing.
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Sources: Multicurrency Credit Agreement (Cleveland Cliffs Inc)