Limitations on Unrestricted Subsidiaries. Borrower shall not, permit Parent or any of its Subsidiaries that are not members of the Borrower Group, to be party to any contract, lease or other agreement which is, or own any assets which are, material to the business, assets, operations, results of operations or condition (financial or otherwise) of any member of the Borrower Group, other than: (i) any contract pursuant to which any member of the Borrower Group is also a party if such contract provides that all rights and benefits (including the right to receive payments) provided to such member of the Borrower Group party thereto shall run in favor of only the member of the Borrower Group party thereto (and that the Parent or any Unrestricted Subsidiary shall have no right, title or interest in or to any such right or benefit); (ii) any contract that is a guarantee of the obligations of any member of the Borrower Group under any contract to which it is a party; and (iii) any contract or other agreement in respect of the issuance by the Parent of its Equity Interests or debt securities, agreements in respect of Indebtedness or the issuance of equity of, or the contribution of capital to, any member of the Borrower Group, to the extent that such contract or other agreement is not otherwise prohibited by this Agreement or any of the other Loan Documents.
Appears in 2 contracts
Sources: Credit Agreement (Switch & Data, Inc.), Credit Agreement (Switch & Data Facilities Company, Inc.)
Limitations on Unrestricted Subsidiaries. Borrower shall not, not permit Parent or any of its Subsidiaries that are not members of the Borrower Group, Group to be party to any contract, lease or other agreement which is, or own any assets which are, material to the business, assets, operations, results of operations or condition (financial or otherwise) of any member of the Borrower Group, other than:
(i) any contract pursuant to which any member of the Borrower Group is also a party if such contract provides that all rights and benefits (including the right to receive payments) provided to such member of the Borrower Group party thereto shall run in favor of only the member of the Borrower Group party thereto (and that the Parent or any Unrestricted Subsidiary shall have no right, title or interest in or to any such right or benefit);
(ii) any contract that is a guarantee of the obligations of any member of the Borrower Group under any contract to which it is a party; and
(iii) any contract or other agreement in respect of the issuance by the Parent of its Equity Interests or debt securities, agreements in respect of Indebtedness or the issuance of equity of, or the contribution of capital to, any member of the Borrower Group, to the extent that such contract or other agreement is not otherwise prohibited by this Agreement or any of the other Loan Documents.
Appears in 1 contract