Restrictions on Indebtedness. None of the Borrowers nor any of their Subsidiaries shall become or be a guarantor or surety of, or otherwise create, incur, assume, or be or remain liable, contingently or otherwise, with respect to any Indebtedness, or become or be responsible in any manner (whether by agreement to purchase any obligations, stock, assets, goods or services, or to supply or advance any funds, assets, goods or services or otherwise) with respect to any undertaking or Indebtedness of any other Person, or incur any Indebtedness other than: (a) Indebtedness to the Lender arising under this Agreement or the Loan Documents; (b) Indebtedness of the Borrowers in respect of judgments or awards which have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which any Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review and in respect of which the Borrowers have maintained adequate reserves; (c) Indebtedness of any Borrower with respect to guaranty, suretyship or indemnification obligations in connection with such Borrower's performance of services for its respective customers in the ordinary course of its business, such Indebtedness to be listed on SCHEDULE 7.1(C) hereto; (d) Indebtedness of the Borrowers incurred with respect to landfill closure bonds, such bonds to be listed on SCHEDULE 7.1(D) hereto, not to exceed an aggregate amount of $5,000,000 outstanding at any time. (e) Other Indebtedness of the Borrowers not to exceed an aggregate amount of $5,000,000 at any one time; and
Appears in 2 contracts
Sources: Revolving Credit Agreement (Geowaste Inc), Revolving Credit Agreement (Geowaste Inc)
Restrictions on Indebtedness. None of the The Borrowers nor any of their Subsidiaries shall become or be a guarantor or surety of, or otherwise will not create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness, or become or be responsible in any manner (whether by agreement to purchase any obligations, stock, assets, goods or services, or to supply or advance any funds, assets, goods or services or otherwise) with respect to any undertaking or Indebtedness of any other Person, or incur any Indebtedness other than:
(a) Indebtedness to the Lender Lenders arising under this Agreement or any of the Loan Documents;
(b) Indebtedness current liabilities of the Borrowers incurred in respect the ordinary course of judgments business but not incurred through (i) the borrowing of money, or awards which have been in force (ii) the obtaining of credit except for less than the applicable period for taking credit on an appeal so long as execution is not levied thereunder or in respect of which any Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review open account basis customarily extended and in respect fact extended in connection with normal purchases of which a stay of execution shall have been obtained pending such appeal or review goods and in respect of which the Borrowers have maintained adequate reservesservices;
(c) Indebtedness in respect of any Borrower with respect taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to guaranty, suretyship or indemnification obligations in connection with such Borrower's performance of services for its respective customers in the ordinary course of its business, such Indebtedness extent that payment therefor shall not at the time be required to be listed on SCHEDULE 7.1(C) heretomade in accordance with the provisions of §7.8;
(d) Indebtedness in respect of judgments only to the extent, for the period and for an amount not resulting in an Event of Default;
(e) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business;
(f) Indebtedness of the Borrowers incurred Parent Borrower in connection with respect to landfill closure bonds, such bonds to be listed on SCHEDULE 7.1(D) hereto, not to exceed completion and similar guaranties in an aggregate amount of $5,000,000 outstanding at any time.one time not in excess of the greater of (i) $175,000,000 or (ii) fifteen percent (15%) of the Gross Asset Value;
(eg) Other Indebtedness of the Parent Borrower, the REIT or any of their Subsidiaries (other than any Subsidiary Borrower), provided that none of such Persons shall incur any of the Indebtedness described in this §8.1(g) unless it shall have provided to the Agent prior written notice of the proposed incurrence of such Indebtedness, a statement that the borrowing will not cause a Default or Event of Default and a Compliance Certificate demonstrating that the Borrowers not will be in compliance with its covenants referred to exceed an aggregate amount therein after giving effect to the incurrence of $5,000,000 at any one timesuch Indebtedness;
(h) Derivatives Contracts (including Approved Derivatives Contracts) reasonably acceptable to Agent sufficient to ensure the Borrowers’ compliance with §9.7; and
(i) the 2014 Term Loan Agreement.
(j) Notwithstanding anything in this Agreement to the contrary, (i) none of the Indebtedness described in §8.1(g) above shall have any of the Eligible Real Estate Assets or any interest therein or any direct or indirect ownership interest in any Subsidiary Borrower as collateral, a borrowing base, asset pool or any similar form of credit support for such Indebtedness (provided that the foregoing shall not preclude Subsidiaries of the Borrowers (other than a Subsidiary Borrower) from incurring Indebtedness subject to the terms of this §8.1 or recourse to the general credit of Parent Borrower) and (ii) none of the Subsidiary Borrowers, Parent Borrower nor REIT shall create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness (including, without limitation, pursuant to any conditional or limited guaranty or indemnity agreement creating liability with respect to usual and customary exclusions from the non recourse limitations governing the Non-Recourse Indebtedness of any Person, or otherwise) other than Indebtedness described in §8.1(a)-(i) above.
Appears in 2 contracts
Sources: Credit Agreement (CoreSite Realty Corp), Credit Agreement (CoreSite Realty Corp)
Restrictions on Indebtedness. None of the The Borrowers nor any of their Subsidiaries shall become or be a guarantor or surety of, or otherwise will not create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness, or become or be responsible in any manner (whether by agreement to purchase any obligations, stock, assets, goods or services, or to supply or advance any funds, assets, goods or services or otherwise) with respect to any undertaking or Indebtedness of any other Person, or incur any Indebtedness other than:
(a) Indebtedness to the Lender Lenders arising under this Agreement or any of the Loan Documents;
(b) Indebtedness current liabilities of the Borrowers incurred in respect the ordinary course of judgments business but not incurred through (i) the borrowing of money, or awards which have been in force (ii) the obtaining of credit except for less than the applicable period for taking credit on an appeal so long as execution is not levied thereunder or in respect of which any Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review open account basis customarily extended and in respect fact extended in connection with normal purchases of which a stay of execution shall have been obtained pending such appeal or review goods and in respect of which the Borrowers have maintained adequate reservesservices;
(c) Indebtedness in respect of any Borrower with respect taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to guaranty, suretyship or indemnification obligations in connection with such Borrower's performance of services for its respective customers in the ordinary course of its business, such Indebtedness extent that payment therefor shall not at the time be required to be listed on SCHEDULE 7.1(C) heretomade in accordance with the provisions of §7.8;
(d) Indebtedness in respect of judgments only to the extent, for the period and for an amount not resulting in an Event of Default;
(e) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business;
(f) Indebtedness of the Borrowers incurred Parent Borrower in connection with respect to landfill closure bonds, such bonds to be listed on SCHEDULE 7.1(D) hereto, not to exceed completion and similar guaranties in an aggregate amount of $5,000,000 outstanding at any time.one time not in excess of the greater of (i) $175,000,000 or (ii) fifteen percent (15%) of the Gross Asset Value; and
(eg) Other Indebtedness of the Parent Borrower, the REIT or any of their Subsidiaries (other than any Subsidiary Borrower), provided that none of such Persons shall incur any of the Indebtedness described in this §8.1(g) unless it shall have provided to the Agent prior written notice of the proposed incurrence of such Indebtedness, a statement that the borrowing will not cause a Default or Event of Default and a Compliance Certificate demonstrating that the Borrowers will be in compliance with its covenants referred to therein after giving effect to the incurrence of such Indebtedness. Notwithstanding anything in this Agreement to the contrary, (i) none of the Indebtedness described in §8.1(g) above shall have any of the Mortgaged Properties or any interest therein or any direct or indirect ownership interest in any Subsidiary Borrower as collateral, a borrowing base, asset pool or any similar form of credit support for such Indebtedness (provided that the foregoing shall not preclude Subsidiaries of the Borrowers (other than a Subsidiary Borrower) to exceed an aggregate amount incur Indebtedness subject to the terms of $5,000,000 at this §8.1 or recourse to the general credit of Parent Borrower) and (ii) none of the Subsidiary Borrowers, Parent Borrower nor REIT shall create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any one time; andIndebtedness (including, without limitation, pursuant to any conditional or limited guaranty or indemnity agreement creating liability with respect to usual and customary exclusions from the non-recourse limitations governing the Non-Recourse Indebtedness of any Person, or otherwise) other than Indebtedness described in §§8.1(a)-(g) above.
Appears in 1 contract
Restrictions on Indebtedness. None of the The Borrowers nor any of will not, and will not permit their respective Subsidiaries shall become or be a guarantor or surety ofREIT to, or otherwise create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness, or become or be responsible in any manner (whether by agreement to purchase any obligations, stock, assets, goods or services, or to supply or advance any funds, assets, goods or services or otherwise) with respect to any undertaking or Indebtedness of any other Person, or incur any Indebtedness other than:
(a) Indebtedness to the Lender Lenders arising under this Agreement or any of the Loan Documents;
(b) Indebtedness current liabilities of the Borrowers or their respective Subsidiaries incurred in respect the ordinary course of judgments business but not incurred through (i) the borrowing of money, or awards which have been in force (ii) the obtaining of credit except for less than the applicable period for taking credit on an appeal so long as execution is not levied thereunder or in respect of which any Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review open account basis customarily extended and in respect fact extended in connection with normal purchases of which a stay of execution shall have been obtained pending such appeal or review goods and in respect of which the Borrowers have maintained adequate reservesservices;
(c) Indebtedness in respect of any Borrower with respect taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to guaranty, suretyship or indemnification obligations in connection with such Borrower's performance of services for its respective customers in the ordinary course of its business, such Indebtedness extent that payment therefor shall not at the time be required to be listed on SCHEDULE 7.1(C) heretomade in accordance with the provisions of §7.8;
(d) Indebtedness in respect of judgments only to the Borrowers incurred with respect to landfill closure bondsextent, such bonds to be listed on SCHEDULE 7.1(D) hereto, for the period and for an amount not to exceed an aggregate amount of $5,000,000 outstanding at any time.resulting in a Default;
(e) Other endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; and
(f) subject to the provisions of §9, (i) Secured Debt that is Recourse Indebtedness, provided that the aggregate amount of such Indebtedness (excluding the Obligations) shall not exceed fifteen percent (15%) of Gross Asset Value, and (ii) Non-Recourse Indebtedness, provided that none of such Persons shall incur any of the Indebtedness described in this §8.1(f) unless it shall have provided to the Agent prior written notice of the proposed incurrence of such Indebtedness, a statement that the borrowing will not cause a Default or Event of Default and a Compliance Certificate demonstrating that the Borrowers will be in compliance with its covenants referred to therein after giving effect to the incurrence of such Indebtedness. Notwithstanding anything in this Agreement to the contrary, (i) none of the Borrowers or their respective Subsidiaries shall create, incur, assume, guarantee or be or remain liable contingently or otherwise, with respect to any Unsecured Indebtedness, (ii) none of the Indebtedness described in §8.1(f) above shall have any of the Mortgaged Properties or any interest therein or any direct or indirect ownership interest in any Subsidiary Borrower as collateral, a borrowing base, asset pool or any similar form of credit support for such Indebtedness (provided that the foregoing shall not preclude Subsidiaries of the Borrowers (other than a Subsidiary Borrower) to exceed an aggregate amount incur Non-Recourse Indebtedness subject to the terms of $5,000,000 at this §8.1 or recourse to the general credit of Parent Borrower) and (ii) none of the Subsidiary Borrowers nor REIT shall create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any one time; andIndebtedness (including, without limitation, pursuant to any conditional or limited guaranty or indemnity agreement creating liability with respect to usual and customary exclusions from the non-recourse limitations governing the Non-Recourse Indebtedness of any Person, or otherwise) other than Indebtedness described in §§8.1(a)-(e) above.
Appears in 1 contract
Restrictions on Indebtedness. None of the Borrowers nor The Borrower will not, and will not permit any of their its Subsidiaries shall become or be a guarantor or surety ofto, or otherwise create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness, or become or be responsible in any manner (whether by agreement to purchase any obligations, stock, assets, goods or services, or to supply or advance any funds, assets, goods or services or otherwise) with respect to any undertaking or Indebtedness of any other Person, or incur any Indebtedness other than:
(a) Indebtedness owing to the Lender Lenders and the Agents arising under this Agreement or any of the Loan Documents;
(b) Indebtedness current liabilities of the Borrowers Borrower or such Subsidiary (including under any operating leases and studio and tower leases) incurred in the ordinary course of business not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services;
(c) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business;
(d) Indebtedness in respect of (i) judgments or awards which that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which any the Borrower or such Subsidiary (as the case may be) shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review review, (ii) final judgments against the Borrower or any of its Subsidiaries that in the aggregate at any time do not exceed $5,000,000 and (iii) claims which are currently being contested in respect of which the Borrowers good faith by appropriate proceedings if adequate reserves shall have maintained adequate reserves;
(c) Indebtedness of any Borrower been set aside with respect to guaranty, suretyship or indemnification obligations in connection with such Borrower's performance of services for its respective customers in the ordinary course of its business, such Indebtedness to be listed on SCHEDULE 7.1(C) heretothereto;
(d) Indebtedness of the Borrowers incurred with respect to landfill closure bonds, such bonds to be listed on SCHEDULE 7.1(D) hereto, not to exceed an aggregate amount of $5,000,000 outstanding at any time.
(e) Other Indebtedness upon not less than five (5) Business Days' prior written notice to the Administrative Agent, Subordinated Debt, provided that, (i) the Net Cash Debt Issuance Proceeds of any such Subordinated Debt shall be applied in accordance with §4.4 (as applicable at the time), (ii) any such Subordinated Debt must not be issued for a cash amount that is less than 90% of the Borrowers accreted value of such Subordinated Debt at issuance, and (iii) no Default or Event of Default has occurred and is continuing at the time of the incurrence of such Subordinated Debt or would result after giving effect thereto;
(f) Indebtedness incurred in connection with, and within 180 days of, the acquisition after the date hereof of any real or personal property by the Borrower or such Subsidiary or under any Capitalized Lease and any refinancings thereof provided that (x) the aggregate principal amount of such Indebtedness (including any refinancings thereof) of the Borrower and its Subsidiaries shall not to exceed an the aggregate amount of, so long as no Event of Default has occurred and is continuing at the time of its incurrence or refinancing, $5,000,000 at any one time; and(y) the amount of such Indebtedness does not exceed the fair market value of the property so acquired; and (z) the assets securing such Indebtedness are limited to the assets so acquired.
(g) upon prior written notice to the Administrative Agent, Indebtedness in respect of interest rate agreements (whether from fixed to floating or from floating to fixed), swaps or similar arrangements entered into pursuant to §9.14 or designed to manage interest rates or interest rate risk in connection with this Credit Agreement or any other Indebtedness for borrowed money evidenced by bonds, debentures or other similar instruments owed by the Borrower or any of its Subsidiaries;
(h) Indebtedness existing on the date hereof and listed and described on Schedule 10.1 hereto;
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Emmis Communications Corp)
Restrictions on Indebtedness. None of the Borrowers nor Borrower shall not, and shall not permit any of their Subsidiaries shall become or be a guarantor or surety ofother Transaction Party to, or otherwise create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness, or become or be responsible in any manner (whether by agreement to purchase any obligations, stock, assets, goods or services, or to supply or advance any funds, assets, goods or services or otherwise) with respect to any undertaking or Indebtedness of any other Person, or incur any Indebtedness other than:
(a) Indebtedness to the Lender Lenders arising under this Agreement or any of the Loan Documents;
(b) Indebtedness current liabilities of Transaction Parties incurred in the Borrowers in respect ordinary course of judgments business but not incurred through (i) the borrowing of money, or awards which have been in force (ii) the obtaining of credit except for less than the applicable period for taking credit on an appeal so long as execution is not levied thereunder or in respect of which any Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review open account basis customarily extended and in respect fact extended in connection with normal purchases of which a stay of execution shall have been obtained pending such appeal or review goods and in respect of which the Borrowers have maintained adequate reservesservices;
(c) Indebtedness in respect of any Borrower with respect taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to guaranty, suretyship or indemnification obligations in connection with such Borrower's performance of services for its respective customers in the ordinary course of its business, such Indebtedness extent that payment therefor shall not at the time be required to be listed on SCHEDULE 7.1(C) heretomade in accordance with the provisions of § 7.8;
(d) Indebtedness in respect of judgments only to the Borrowers incurred with respect to landfill closure bondsextent, such bonds to be listed on SCHEDULE 7.1(D) hereto, for the period and for an amount not to exceed resulting in an aggregate amount Event of $5,000,000 outstanding at any time.Default;
(e) Other endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business;
(f) Indebtedness of the Borrowers not to exceed Borrower in connection with completion and similar guaranties in an aggregate amount of $5,000,000 at any one timetime not in excess of fifteen percent (15%) of the Gross Asset Value;
(g) other Indebtedness of Borrower, REIT or any of their Subsidiaries (other than any Pool Owner), provided that none of such Persons shall incur any of the Indebtedness described in this § 8.1(g) unless it shall have provided to the Agent prior written notice of the proposed incurrence of such Indebtedness, a statement that the borrowing will not cause a Default or Event of Default and a Compliance Certificate demonstrating that Loan Parties will be in compliance with the covenants referred to therein after giving effect to the incurrence of such Indebtedness;
(h) Derivatives Contracts (including Approved Derivatives Contracts);
(i) the Revolver Loans; and
Appears in 1 contract
Restrictions on Indebtedness. None of the Borrowers nor any of their Subsidiaries shall become or be a guarantor or surety of, or otherwise createCreate, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness, or become or be responsible in any manner (whether by agreement to purchase any obligations, stock, assets, goods or services, or to supply or advance any funds, assets, goods or services or otherwise) with respect to any undertaking or Indebtedness of any other Person, or incur any Indebtedness other than:
(a) Indebtedness to the Lender arising under this Agreement or any of the Loan DocumentsDocuments and the Unsecured Revolver Agreement;
(b) Indebtedness current liabilities of the Borrowers Borrower and its Subsidiaries incurred in respect the ordinary course of judgments business other than through (i) the borrowing of money, or awards which have been in force (ii) the obtaining of credit except for less than the applicable period for taking credit on an appeal so long as execution is not levied thereunder or in respect of which any Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review open account basis customarily extended and in respect fact extended in connection with normal purchases of which a stay of execution shall have been obtained pending such appeal or review goods and in respect of which the Borrowers have maintained adequate reservesservices;
(c) Indebtedness of any Borrower with respect to guarantyIntentionally omitted;
(d) Intentionally omitted;
(e) endorsements for collection, suretyship deposit or indemnification obligations in connection with such Borrower's performance of services for its respective customers negotiation incurred in the ordinary course of its business, such Indebtedness to be listed on SCHEDULE 7.1(C) hereto;
(df) Secured Indebtedness of the Borrower and its Subsidiaries provided that: (i) such Indebtedness is Without Recourse to the Borrower or the Trust and is Without Recourse to any of the respective assets of any of the Borrower or the Trust other than to the specific Real Estate Asset or Assets acquired, refinanced or rehabilitated with the proceeds of such Indebtedness, except that, notwithstanding the foregoing, a portion of such Indebtedness at any time outstanding not in excess of fifteen percent (15%) of Consolidated Gross Asset Value may be Recourse Indebtedness of the Borrower and its Subsidiaries so long as such Indebtedness is not secured by any Eligible Unencumbered Property or a pledge of the equity of any Subsidiary that owns an Eligible Unencumbered Property (it being acknowledged, for the avoidance of doubt, that the outstanding Indebtedness under the 2007 Term Loan and the 2008 Term Loan shall count against the fifteen percent (15%) basket referred to in clause (i) above), (ii) at the time any such Indebtedness is incurred and after giving effect thereto, there exists no Default or Event of Default hereunder and (iii) such Indebtedness, in the aggregate, does not exceed forty percent (40%) of Consolidated Gross Asset Value;
(g) contingent liabilities of the Borrower and its Subsidiaries disclosed in the financial statements referred to in §7.4 or on Schedule 9.1(g) hereto, and such other contingent liabilities of the Borrower having a combined aggregate potential liability of not more than $1,000,000 at any time;
(h) Indebtedness of the Borrowers Borrower and its Subsidiaries for the purchase price of capital assets (other than Real Estate Assets but including Indebtedness in respect of Capitalized Leases) incurred in the ordinary course of business, provided that the aggregate principal amount of Indebtedness permitted by this clause (h) shall not exceed $500,000 at any time outstanding;
(i) unsecured Indebtedness of the Borrower and its Subsidiaries (including subsidiary guarantees by any Subsidiary of FPLP) and unsecured guarantees by the Trust with respect to landfill closure bondssuch unsecured Indebtedness, provided that (i) such bonds Indebtedness shall at all times remain unsecured in all respects (including, for the avoidance of doubt, that the Equity Interests of FPLP or any other Borrower shall not be pledged as security for any such Indebtedness), (ii) both before and immediately after giving effect to the incurrence of any such unsecured Indebtedness, no Default or Event of Default has occurred or is continuing, (iii) prior to incurring any such unsecured Indebtedness, the Borrower shall be listed in compliance with each of the financial covenants set ▇▇▇▇▇ ▇▇ §▇▇ of the Credit Agreement on SCHEDULE 7.1(Da pro forma basis immediately after giving effect to such unsecured Indebtedness, and (iv) hereto, such unsecured Indebtedness shall not to exceed an aggregate amount be in the nature of $5,000,000 outstanding at any time.a revolving credit facility; and
(ej) Other obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party. For the avoidance of doubt, the 2007 Term Loan and the 2008 Term Loan are also permitted Indebtedness under this §9.1. It is understood and agreed that the provisions of this §9.1 shall not apply to Indebtedness of any Partially Owned Entity which is Without Recourse to the Borrowers Borrower or the Trust, or any of their respective assets. The terms and provisions of this §9.1 are in addition to, and not to exceed an aggregate amount of $5,000,000 at any one time; andin limitation of, the covenants set forth in §10.
Appears in 1 contract
Restrictions on Indebtedness. None of the Borrowers nor any of their Subsidiaries shall become or be a guarantor or surety of, or otherwise The Transaction Parties will not create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness, or become or be responsible in any manner (whether by agreement to purchase any obligations, stock, assets, goods or services, or to supply or advance any funds, assets, goods or services or otherwise) with respect to any undertaking or Indebtedness of any other Person, or incur any Indebtedness other than:
(a) Indebtedness to the Lender Lenders arising under this Agreement or any of the Loan Documents;
(b) Indebtedness current liabilities of the Borrowers Transaction Parties incurred in respect the ordinary course of judgments business but not incurred through (i) the borrowing of money, or awards which have been in force (ii) the obtaining of credit except for less than the applicable period for taking credit on an appeal so long as execution is not levied thereunder or in respect of which any Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review open account basis customarily extended and in respect fact extended in connection with normal purchases of which a stay of execution shall have been obtained pending such appeal or review goods and in respect of which the Borrowers have maintained adequate reservesservices;
(c) Indebtedness in respect of any Borrower with respect taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to guaranty, suretyship or indemnification obligations in connection with such Borrower's performance of services for its respective customers in the ordinary course of its business, such Indebtedness extent that payment therefor shall not at the time be required to be listed on SCHEDULE 7.1(C) heretomade in accordance with the provisions of §7.8;
(d) Indebtedness in respect of judgments only to the Borrowers incurred with respect to landfill closure bondsextent, such bonds to be listed on SCHEDULE 7.1(D) hereto, for the period and for an amount not to exceed resulting in an aggregate amount Event of $5,000,000 outstanding at any time.Default;
(e) Other endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business;
(f) Indebtedness of the Borrowers not to exceed Parent Borrower in connection with completion and similar guaranties in an aggregate amount of $5,000,000 at any one timetime not in excess of the greater of (i) $175,000,000 or (ii) fifteen percent (15%) of the Gross Asset Value;
(g) other Indebtedness of the Parent Borrower, the REIT or any of their Subsidiaries (other than any Pool Owner), provided that none of such Persons shall incur any of the Indebtedness described in this §8.1(g) unless it shall have provided to the Agent prior written notice of the proposed incurrence of such Indebtedness, a statement that the borrowing will not cause a Default or Event of Default and a Compliance Certificate demonstrating that the Loan Parties will be in compliance with its covenants referred to therein after giving effect to the incurrence of such Indebtedness;
(h) Derivatives Contracts (including Approved Derivatives Contracts);
(i) the 2014 Term Loan Agreement; and
Appears in 1 contract
Restrictions on Indebtedness. None of the Borrowers nor any of their Subsidiaries shall become Create, incur, suffer or be a guarantor permit to exist, or surety ofassume or guarantee, either directly or indirectly, or otherwise create, incur, assume, or be become or remain liable, contingently or otherwise, liable with respect to to, any Indebtedness, or become or be responsible in any manner (whether by agreement to purchase any obligations, stock, assets, goods or services, or to supply or advance any funds, assets, goods or services or otherwise) with respect to any undertaking or Indebtedness of any other Person, or incur any Indebtedness other thanexcept the following:
(a) Indebtedness to outstanding at the Lender arising under date of this Agreement as set forth on Schedule 5.28 but no amendments or refinancings thereof; provided that all Indebtedness set forth on Schedule 5.28 owing to any seller in connection with the Loan Documents;acquisition by the Company or any Subsidiary of any business (whether by asset purchase, stock purchase or otherwise) shall be Subordinated Debt, except as specifically indicated otherwise on Schedule 5.28.
(b) Indebtedness to the United States Department of Housing and Urban Development ("HUD") in connection with the refinancing of a portion of the Borrowers Indebtedness under the Credit Agreement in respect an aggregate amount not to exceed $35,000,000 (including, for purposes of judgments this cap, any Indebtedness to HUD set forth on Schedule 5.28), but no amendments or awards which have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which any Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review and in respect of which the Borrowers have maintained adequate reserves;refinancings thereof.
(c) Indebtedness of owing by any Borrower with respect wholly-owned Subsidiary to guarantythe Company or to another wholly-owned Subsidiary; provided, suretyship or indemnification obligations in connection with that such Borrower's performance of services for its respective customers Indebtedness shall be evidenced by a note and shall be Subordinated Debt.
(d) Borrowings incurred in the ordinary course of its business, such Indebtedness to be listed on SCHEDULE 7.1(C) hereto;
(d) Indebtedness of business and not exceeding $100,000 individually or in the Borrowers incurred with respect to landfill closure bonds, such bonds to be listed on SCHEDULE 7.1(D) hereto, not to exceed an aggregate amount of $5,000,000 outstanding at any one time; provided, however, that such Indebtedness shall be Subordinated Debt.
(e) Other Indebtedness of the Borrowers in an amount not to exceed $100,000 in respect of purchase money security interests permitted under Section 10.2(c), including, for purposes of this cap, any Indebtedness in respect of purchase money security interests set forth on Schedule 5.28.
(f) Indebtedness to the Purchaser incurred in connection with a Drawdown Acquisition as set forth in paragraph (iii) of the definition of "Drawdown Acquisition."
(g) Indebtedness to the Purchaser.
(h) Capitalized Lease Obligations of the Company in an amount not to exceed $100,000 including, for purposes of this cap, any Capitalized Lease Obligations set forth on Schedule 5.28.
(i) Indebtedness under the Credit Agreement (including letters of credit issued under the Credit Agreement) in an aggregate principal amount outstanding not in excess of $5,000,000 the current maximum commitment under the Credit Agreement and any additional advances or increases thereunder, so long as, after giving effect to such advances or increases, the Company does not exceed the Total Leverage Ratio; provided, however, that the Company agrees that it shall not permit any amendment, supplement, modification or waiver or refinancing of the Credit Agreement, except as provided in the Subordination Agreement.
(j) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth in Article VIII; provided, however, that such Indebtedness shall be Subordinated Debt.
(k) Indebtedness to any seller of any business incurred in connection with the acquisition by the Company or any wholly-owned Subsidiary of such business (whether by asset purchase, stock purchase or otherwise), but no amendments or refinancings thereof; provided, that such Indebtedness shall be Subordinated Debt; provided, however, that no Indebtedness shall be permitted under this Section 10.1 unless at the time such Indebtedness is created, incurred, suffered or permitted to exist, or assumed or guaranteed, either directly or indirectly, and after giving effect to such Indebtedness, no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any one time; andSubsidiary shall make prepayments on any existing or future Indebtedness to any Person other than under the Credit Agreement or to the Purchaser or to the extent specifically permitted by this Agreement.
Appears in 1 contract
Restrictions on Indebtedness. None The Company will not, and will ---------------------------- not permit any Subsidiary to, create, incur, issue, assume, suffer to exist or Guarantee any Indebtedness (including, without limitation, Indebtedness owed to Consolidated or its Affiliates), whether or not evidenced by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed, except for:
(a) trade indebtedness incurred by the Company in the ordinary course of the Borrowers nor Company's business on ordinary trade terms and not past due;
(b) the Loans under this Agreement,
(c) unsecured Guarantees by the Company of Indebtedness of Container Supply Cooperatives, provided that the aggregate principal amount of all Indebtedness Guaranteed thereby does not exceed $10,000,000 at any time outstanding;
(d) unsecured interest rate swaps and other similar interest rate hedging arrangements entered into by the Company with one or more Banks or other creditworthy counterparties, which swaps or other arrangements protect the Company against interest rate fluctuations in specific liabilities that appear on the balance sheet of the Company in accordance with GAAP, and which are not entered into for speculative purposes;
(e) unsecured letters of credit backing obligations of the Company or any of their its Subsidiaries in respect of workmen's compensation, unemployment insurance and other similar obligations (not constituting Indebtedness) arising in the ordinary course of the Company's or such Subsidiary's business; provided, that the aggregate stated amount of all such letters of credit outstanding at any time, together with all unreimbursed drawings thereunder at such time, shall become or be a guarantor or surety ofnot exceed $5,000,000; and
(f) additional Indebtedness of the Company in an aggregate principal amount up to but not exceeding $20,000,000 at any time outstanding; provided, or otherwise that (1) no Subsidiary of the Company shall create, incur, assume, -------- issue, suffer to exist or be or remain liable, contingently or otherwise, with respect to Guarantee any Indebtedness, or become or be responsible in any manner (whether by agreement to purchase any obligations, stock, assets, goods or services, or to supply or advance any funds, assets, goods or services or otherwise) with respect to any undertaking or except for Indebtedness of any other Person, or incur any Indebtedness other than:
(a) Indebtedness owed to the Lender arising under this Agreement Company and (2) in no event may the Company or the Loan Documents;
(b) Indebtedness any Subsidiary sell, factor or otherwise make any Disposition of the Borrowers in respect of judgments receivables, leases, notes or awards which have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder other accounts, with or in respect of which any Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review and in respect of which the Borrowers have maintained adequate reserves;
(c) Indebtedness of any Borrower with respect to guaranty, suretyship or indemnification obligations in connection with such Borrower's performance of services for its respective customers in the ordinary course of its business, such Indebtedness to be listed on SCHEDULE 7.1(C) hereto;
(d) Indebtedness of the Borrowers incurred with respect to landfill closure bonds, such bonds to be listed on SCHEDULE 7.1(D) hereto, not to exceed an aggregate amount of $5,000,000 outstanding at any timewithout recourse.
(e) Other Indebtedness of the Borrowers not to exceed an aggregate amount of $5,000,000 at any one time; and
Appears in 1 contract
Sources: Loan Agreement (Coca Cola Bottling Co Consolidated /De/)
Restrictions on Indebtedness. None of the Borrowers nor any of their Subsidiaries shall become or be a guarantor or surety of, or otherwise will not create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness, or become or be responsible in any manner (whether by agreement to purchase any obligations, stock, assets, goods or services, or to supply or advance any funds, assets, goods or services or otherwise) with respect to any undertaking or Indebtedness of any other Person, or incur any Indebtedness other than:
(a) Indebtedness to the Lender Lenders arising under this Agreement or any of the Loan Documents;
(b) Indebtedness current liabilities of Borrowers incurred in the Borrowers in respect ordinary course of judgments business but not incurred through (i) the borrowing of money, or awards which have been in force (ii) the obtaining of credit except for less than the applicable period for taking credit on an appeal so long as execution is not levied thereunder or in respect of which any Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review open account basis customarily extended and in respect fact extended in connection with normal purchases of which a stay of execution shall have been obtained pending such appeal or review goods and in respect of which the Borrowers have maintained adequate reservesservices;
(c) Indebtedness in respect of any Borrower with respect taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to guaranty, suretyship or indemnification obligations in connection with such Borrower's performance of services for its respective customers in the ordinary course of its business, such Indebtedness extent that payment therefor shall not at the time be required to be listed on SCHEDULE 7.1(C) heretomade in accordance with the provisions of § 7.8;
(d) Indebtedness in respect of judgments only to the Borrowers incurred with respect to landfill closure bondsextent, such bonds to be listed on SCHEDULE 7.1(D) hereto, for the period and for an amount not to exceed resulting in an aggregate amount Event of $5,000,000 outstanding at any time.Default;
(e) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business;
(f) Indebtedness of Parent Borrower in connection with completion and similar guaranties in an aggregate amount at any one time not in excess of the greater of (i) $175,000,000 or (ii) fifteen percent (15%) of the Gross Asset Value;
(g) Other Indebtedness of Parent Borrower, the REIT or any of their Subsidiaries (other than any Subsidiary Borrower), provided that none of such Persons shall incur any of the Indebtedness described in this § 8.1(g) unless it shall have provided to the Agent prior written notice of the proposed incurrence of such Indebtedness, a statement that the borrowing will not cause a Default or Event of Default and a Compliance Certificate demonstrating that Borrowers not will be in compliance with its covenants referred to exceed an aggregate amount therein after giving effect to the incurrence of $5,000,000 at any one timesuch Indebtedness;
(h) Derivatives Contracts (including Approved Derivatives Contracts) reasonably acceptable to the Agent sufficient to ensure Borrowers’ compliance with § 9.7; and
Appears in 1 contract
Restrictions on Indebtedness. None of the Borrowers nor any of their Subsidiaries shall become or be a guarantor or surety of, or otherwise The Transaction Parties will not create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness, or become or be responsible in any manner (whether by agreement to purchase any obligations, stock, assets, goods or services, or to supply or advance any funds, assets, goods or services or otherwise) with respect to any undertaking or Indebtedness of any other Person, or incur any Indebtedness other than:
(a) Indebtedness to the Lender Lenders arising under this Agreement or any of the Loan Documents;
(b) Indebtedness current liabilities of the Borrowers Transaction Parties incurred in respect the ordinary course of judgments business but not incurred through (i) the borrowing of money, or awards which have been in force (ii) the obtaining of credit except for less than the applicable period for taking credit on an appeal so long as execution is not levied thereunder or in respect of which any Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review open account basis customarily extended and in respect fact extended in connection with normal purchases of which a stay of execution shall have been obtained pending such appeal or review goods and in respect of which the Borrowers have maintained adequate reservesservices;
(c) Indebtedness in respect of any Borrower with respect taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to guaranty, suretyship or indemnification obligations in connection with such Borrower's performance of services for its respective customers in the ordinary course of its business, such Indebtedness extent that payment therefor shall not at the time be required to be listed on SCHEDULE 7.1(C) heretomade in accordance with the provisions of §7.8;
(d) Indebtedness in respect of judgments only to the Borrowers incurred with respect to landfill closure bondsextent, such bonds to be listed on SCHEDULE 7.1(D) hereto, for the period and for an amount not to exceed resulting in an aggregate amount Event of $5,000,000 outstanding at any time.Default;
(e) Other endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business;
(f) Indebtedness of the Borrowers not to exceed Parent Borrower in connection with completion and similar guaranties in an aggregate amount of $5,000,000 at any one timetime not in excess of fifteen percent (15%) of the Gross Asset Value;
(g) other Indebtedness of the Parent Borrower, the REIT or any of their Subsidiaries (other than any Pool Owner), provided that none of such Persons shall incur any of the Indebtedness described in this §8.1(g) unless it shall have provided to the Agent prior written notice of the proposed incurrence of such Indebtedness, a statement that the borrowing will not cause a Default or Event of Default and a Compliance Certificate demonstrating that the Loan Parties will be in compliance with its covenants referred to therein after giving effect to the incurrence of such Indebtedness;
(h) Derivatives Contracts (including Approved Derivatives Contracts);
(i) the 2014 Term Loan Agreement; and
Appears in 1 contract
Restrictions on Indebtedness. None of the Borrowers nor Borrower shall not, and shall not permit any of their Subsidiaries shall become or be a guarantor or surety ofother LoanTransaction Party to, or otherwise create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness, or become or be responsible in any manner (whether by agreement to purchase any obligations, stock, assets, goods or services, or to supply or advance any funds, assets, goods or services or otherwise) with respect to any undertaking or Indebtedness of any other Person, or incur any Indebtedness other than:
(a) Indebtedness to the Lender Lenders arising under this Agreement or any of the Loan Documents;
(b) Indebtedness current liabilities of LoanTransaction Parties incurred in the Borrowers in respect ordinary course of judgments business but not incurred through (i) the borrowing of money, or awards which have been in force (ii) the obtaining of credit except for less than the applicable period for taking credit on an appeal so long as execution is not levied thereunder or in respect of which any Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review open account basis customarily extended and in respect fact extended in connection with normal purchases of which a stay of execution shall have been obtained pending such appeal or review goods and in respect of which the Borrowers have maintained adequate reservesservices;
(c) Indebtedness in respect of any Borrower with respect taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to guaranty, suretyship or indemnification obligations in connection with such Borrower's performance of services for its respective customers in the ordinary course of its business, such Indebtedness extent that payment therefor shall not at the time be required to be listed on SCHEDULE 7.1(C) heretomade in accordance with the provisions of § 7.8;
(d) Indebtedness in respect of judgments only to the Borrowers incurred with respect to landfill closure bondsextent, such bonds to be listed on SCHEDULE 7.1(D) hereto, for the period and for an amount not to exceed resulting in an aggregate amount Event of $5,000,000 outstanding at any time.Default;
(e) Other endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business;
(f) Indebtedness of the Borrowers not to exceed Borrower in connection with completion and similar guaranties in an aggregate amount of $5,000,000 at any one timetime not in excess of the greater of (i) $175,000,000 or (ii) fifteen percent (15%) of the Gross Asset Value;
(g) Otherother Indebtedness of Borrower, REIT or any of their Subsidiaries (other than any Subsidiary GuarantorPool Owner), provided that none of such Persons shall incur any of the Indebtedness described in this § 8.1(g) unless it shall have provided to the Agent prior written notice of the proposed incurrence of such Indebtedness, a statement that the borrowing will not cause a Default or Event of Default and a Compliance Certificate demonstrating that Loan Parties will be in compliance with the covenants referred to therein after giving effect to the incurrence of such Indebtedness;
(h) Derivatives Contracts (including Approved Derivatives Contracts) reasonably acceptable to the Agent sufficient to ensure Loan Parties’ compliance with § 9.7;
(i) the Revolver Loans; and
(j) the Senior Notes.
(k) Notwithstanding anything in this Agreement to the contrary, (i) none of the Indebtedness described in §8.1(g) above shall have any of the Eligible Real Estate Assets or any interest therein or any direct or indirect ownership interest in any Subsidiary GuarantorPool Owner as collateral, a borrowing base, asset pool or any similar form of credit support for such Indebtedness (provided that the foregoing shall not preclude Subsidiaries of Borrower (other than a Subsidiary GuarantorPool Owner) from incurring Indebtedness subject to the terms of this §8.1 or recourse to the general credit of Borrower) and (ii) none of the Subsidiary GuarantorsPool Owners, Borrower or REIT shall create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness (including, without limitation, pursuant to any conditional or limited guaranty or indemnity agreement creating liability with respect to usual and customary exclusions from the non-recourse limitations governing the Non-Recourse Indebtedness of any Person, or otherwise) other than Indebtedness described in §8.1(a)-(j) above.
Appears in 1 contract
Restrictions on Indebtedness. None of The Borrowers and the Borrowers nor any of Guarantors will not, and will not permit their respective Subsidiaries shall become or be a guarantor or surety ofto, or otherwise create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness, or become or be responsible in any manner (whether by agreement to purchase any obligations, stock, assets, goods or services, or to supply or advance any funds, assets, goods or services or otherwise) with respect to any undertaking or Indebtedness of any other Person, or incur any Indebtedness other than:
(a) Indebtedness to the Lender Lenders arising under this Agreement or any of the Loan Documents;
(b) Indebtedness of to the Borrowers Lender Hedge Providers in respect of judgments or awards which have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which any Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review and in respect of which the Borrowers have maintained adequate reservesHedge Obligations;
(c) Indebtedness current liabilities of any Borrower with respect to guarantythe Borrowers, suretyship the Guarantors or indemnification obligations in connection with such Borrower's performance of services for its their respective customers Subsidiaries incurred in the ordinary course of its businessbusiness but not incurred through (i) the borrowing of money, such Indebtedness to be listed or (ii) the obtaining of credit except for credit on SCHEDULE 7.1(C) heretoan open account basis customarily extended and in fact extended in connection with normal purchases of goods and services;
(d) Indebtedness in respect of (i) taxes, assessments, governmental charges or levies and (ii) claims for labor, materials and supplies to the Borrowers incurred with respect to landfill closure bonds, such bonds extent that payment therefor shall not at the time be required to be listed on SCHEDULE 7.1(D) heretomade in accordance with the provisions of §7.8 or §8.20, not to exceed an aggregate amount of $5,000,000 outstanding at any time.as applicable;
(e) Other Indebtedness of arising under, or in connection with, the Borrowers Corporate Credit Agreement in an aggregate amount not to exceed an $540,000,000 and any Permitted Refinancing thereof;
(f) endorsements for collection, deposit or negotiation incurred in the ordinary course of business;
(g) subject to the provisions of §9, (i) Secured Debt that is Recourse Indebtedness, provided that the aggregate amount of such Indebtedness (together with the Obligations and the Hedge Obligations but excluding Indebtedness described in §8.1(e) ) shall not exceed fifteen percent (15%) of Gross Asset Value, and (ii) Non-Recourse Indebtedness, provided that none of such Persons shall incur any of the Indebtedness described in this §8.1(g) in excess of $5,000,000 at any one time50,000,000 unless it shall have provided to the Agent prior written notice of the proposed incurrence of such Indebtedness, a statement that the borrowing will not cause a Default or Event of Default and a Compliance Certificate demonstrating that the Borrowers and Guarantors will be in compliance with their covenants referred to therein after giving effect to the incurrence of such Indebtedness;
(h) the Indebtedness of QTLP with respect to the QTLP Subordinate Debt, which is subordinated to the repayment of the Obligations and the Hedge Obligations pursuant to QTLP Subordination and Standstill Agreement;
(i) [Intentionally Omitted];
(j) the Equipment Loan; and
(k) subject to the provisions of §9, Unsecured Indebtedness of QTLP, REIT (following the occurrence of the IPO Event) or Subsidiaries of QTLP that are not a Borrower, QTS Richmond TRS or an Additional Subsidiary Guarantor (or any direct or indirect owners of such Subsidiaries), provided that none of such Persons shall incur any of the Indebtedness described in this §8.1(k) in excess of $50,000,000 unless it shall have provided to the Agent prior written notice of the proposed incurrence of such Indebtedness, a statement that the borrowing will not cause a Default or Event of Default and a Compliance Certificate demonstrating that the Borrowers and Guarantors will be in compliance with its covenants referred to therein after giving effect to the incurrence of such Indebtedness. Notwithstanding anything in this Agreement to the contrary, (i) none of the Borrowers, QTS Richmond TRS, the Additional Subsidiary Guarantors or any Subsidiaries of QTLP directly or indirectly owning a Borrower, QTS Richmond TRS or an Additional Subsidiary Guarantor shall create, incur, assume, guarantee or be or remain liable contingently or otherwise, with respect to any Unsecured Indebtedness other than Indebtedness described in §§8.1(c), (d) and (f), (ii) none of the Indebtedness described in §8.1(g) above shall have any of the Mortgaged Properties or any interest therein or equipment related thereto or any direct or indirect ownership interest in a Borrower, QTS Richmond TRS or an Additional Subsidiary Guarantor as collateral, a borrowing base, asset pool or any similar form of credit support for such Indebtedness (provided that the foregoing shall not preclude Subsidiaries of the Parent Company (other than a Borrower, QTS Richmond TRS or an Additional Subsidiary Guarantor (or any direct or indirect owners of such Subsidiaries)) to incur Non-Recourse Indebtedness subject to the terms of this §8.1 or recourse to the general credit of the Parent Company), and (iii) none of the Borrowers, QTS Richmond TRS, Additional Subsidiary Guarantors or any Subsidiary of QTLP directly or indirectly owning an interest therein shall create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness (including, without limitation, pursuant to any conditional or limited guaranty or indemnity agreement creating liability with respect to usual and customary exclusions from the non-recourse limitations governing the Non-Recourse Indebtedness of any Person, or otherwise) other than Indebtedness described in §§8.1(a)-(d), (f) and (j)(as to QIPM only) above.
Appears in 1 contract
Restrictions on Indebtedness. None of the Borrowers nor Borrower shall not, and shall not permit any of their Subsidiaries shall become or be a guarantor or surety ofother Loan Party to, or otherwise create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness, or become or be responsible in any manner (whether by agreement to purchase any obligations, stock, assets, goods or services, or to supply or advance any funds, assets, goods or services or otherwise) with respect to any undertaking or Indebtedness of any other Person, or incur any Indebtedness other than:
(a) Indebtedness to the Lender Lenders arising under this Agreement or any of the Loan Documents;
(b) Indebtedness current liabilities of Loan Parties incurred in the Borrowers in respect ordinary course of judgments business but not incurred through (i) the borrowing of money, or awards which have been in force (ii) the obtaining of credit except for less than the applicable period for taking credit on an appeal so long as execution is not levied thereunder or in respect of which any Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review open account basis customarily extended and in respect fact extended in connection with normal purchases of which a stay of execution shall have been obtained pending such appeal or review goods and in respect of which the Borrowers have maintained adequate reservesservices;
(c) Indebtedness in respect of any Borrower with respect taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to guaranty, suretyship or indemnification obligations in connection with such Borrower's performance of services for its respective customers in the ordinary course of its business, such Indebtedness extent that payment therefor shall not at the time be required to be listed on SCHEDULE 7.1(C) heretomade in accordance with the provisions of § 7.8;
(d) Indebtedness in respect of judgments only to the Borrowers incurred with respect to landfill closure bondsextent, such bonds to be listed on SCHEDULE 7.1(D) hereto, for the period and for an amount not to exceed resulting in an aggregate amount Event of $5,000,000 outstanding at any time.Default;
(e) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business;
(f) Indebtedness of Borrower in connection with completion and similar guaranties in an aggregate amount at any one time not in excess of the greater of (i) $175,000,000 or (ii) fifteen percent (15%) of the Gross Asset Value;
(g) Other Indebtedness of Borrower, REIT or any of their Subsidiaries (other than any Subsidiary Guarantor), provided that none of such Persons shall incur any of the Borrowers Indebtedness described in this § 8.1(g) unless it shall have provided to the Agent prior written notice of the proposed incurrence of such Indebtedness, a statement that the borrowing will not cause a Default or Event of Default and a Compliance Certificate demonstrating that Loan Parties will be in compliance with the covenants referred to exceed an aggregate amount therein after giving effect to the incurrence of $5,000,000 at any one timesuch Indebtedness;
(h) Derivatives Contracts (including Approved Derivatives Contracts) reasonably acceptable to the Agent sufficient to ensure Loan Parties’ compliance with § 9.7;
(i) the Revolver Loans; and
Appears in 1 contract
Restrictions on Indebtedness. None of the Borrowers nor The Borrower will not, and will not permit any of their its Subsidiaries shall become or be a guarantor or surety ofto, or otherwise create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness, or become or be responsible in any manner (whether by agreement to purchase any obligations, stock, assets, goods or services, or to supply or advance any funds, assets, goods or services or otherwise) with respect to any undertaking or Indebtedness of any other Person, or incur any Indebtedness other than:
(a) Indebtedness owing to the Lender Lenders and the Agents arising under this Agreement or any of the Loan Documents;
(b) Indebtedness current liabilities of the Borrowers Borrower or such Subsidiary (including under any operating leases and studio and tower leases) incurred in the ordinary course of business not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services;
(c) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business;
(d) Indebtedness in respect of (i) judgments or awards which that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which any the Borrower or such Subsidiary (as the case may be) shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review review, (ii) final judgments against the Borrower or any of its Subsidiaries that in the aggregate at any time do not exceed $5,000,000 and (iii) claims which are currently being contested in respect of which the Borrowers good faith by appropriate proceedings if adequate reserves shall have maintained adequate reserves;
(c) Indebtedness of any Borrower been set aside with respect to guaranty, suretyship or indemnification obligations in connection with such Borrower's performance of services for its respective customers in the ordinary course of its business, such Indebtedness to be listed on SCHEDULE 7.1(C) heretothereto;
(d) Indebtedness of the Borrowers incurred with respect to landfill closure bonds, such bonds to be listed on SCHEDULE 7.1(D) hereto, not to exceed an aggregate amount of $5,000,000 outstanding at any time.
(e) Other Indebtedness upon not less than five (5) Business Days’ prior written notice to the Administrative Agent, Subordinated Debt, provided that, (i) the Net Cash Debt Issuance Proceeds of any such Subordinated Debt shall be applied in accordance with §4.4 (as applicable at the time), (ii) any such Subordinated Debt must not be issued for a cash amount that is less than 90% of the Borrowers accreted value of such Subordinated Debt at issuance, and (iii) no Default or Event of Default has occurred and is continuing at the time of the incurrence of such Subordinated Debt or would result after giving effect thereto;
(f) Indebtedness (i) incurred in connection with, and within 180 days of, the acquisition after the date hereof of any real or personal property by the Borrower or such Subsidiary or under any Capitalized Lease or (ii) assumed by the Borrower or any of its Subsidiaries in connection with a Permitted Acquisition, and with respect to clauses (i) and (ii) immediately preceding, any refinancings thereof provided that (x) the aggregate principal amount of such Indebtedness (including any refinancings thereof) of the Borrower and its Subsidiaries shall not to exceed an the aggregate amount of (1) so long as no Event of Default has occurred and is continuing at the time of its incurrence or refinancing, $5,000,000 10,000,000, during the Suspension Period (and $00 (zero) if an Event of Default has occurred and is continuing at the time of incurrence) and (2) $35,000,000 after the Revert Date, in each case at any one time; and(y) the amount of such Indebtedness does not exceed the fair market value of the property so acquired; and (z) with respect to clause (ii) above, the assets securing such Indebtedness are limited to the assets so acquired or which secured the Indebtedness at the time it was assumed so long as such liens were not granted or created in anticipation of such assumption;
(g) upon prior written notice to the Administrative Agent, Indebtedness in respect of interest rate agreements (whether from fixed to floating or from floating to fixed), swaps or similar arrangements entered into pursuant to §9.14 or designed to manage interest rates or interest rate risk in connection with this Credit Agreement or any other Indebtedness for borrowed money evidenced by bonds, debentures or other similar instruments owed by the Borrower or any of its Subsidiaries;
(h) Indebtedness existing on the date hereof and listed and described on Schedule 10.1 hereto;
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Emmis Communications Corp)
Restrictions on Indebtedness. None of the The Borrowers nor any of their Subsidiaries shall become or be a guarantor or surety of, or otherwise will not create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness, or become or be responsible in any manner (whether by agreement to purchase any obligations, stock, assets, goods or services, or to supply or advance any funds, assets, goods or services or otherwise) with respect to any undertaking or Indebtedness of any other Person, or incur any Indebtedness other than:
(a) Indebtedness to the Lender Lenders arising under this Agreement or any of the Loan Documents;
(b) Indebtedness current liabilities of the Borrowers incurred in respect the ordinary course of judgments business but not incurred through (i) the borrowing of money, or awards which have been in force (ii) the obtaining of credit except for less than the applicable period for taking credit on an appeal so long as execution is not levied thereunder or in respect of which any Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review open account basis customarily extended and in respect fact extended in connection with normal purchases of which a stay of execution shall have been obtained pending such appeal or review goods and in respect of which the Borrowers have maintained adequate reservesservices;
(c) Indebtedness in respect of any Borrower with respect taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to guaranty, suretyship or indemnification obligations in connection with such Borrower's performance of services for its respective customers in the ordinary course of its business, such Indebtedness extent that payment therefor shall not at the time be required to be listed on SCHEDULE 7.1(C) heretomade in accordance with the provisions of §7.8;
(d) Indebtedness in respect of judgments only to the extent, for the period and for an amount not resulting in an Event of Default;
(e) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business;
(f) Indebtedness of the Borrowers incurred Parent Borrower in connection with respect to landfill closure bonds, such bonds to be listed on SCHEDULE 7.1(D) hereto, not to exceed completion and similar guaranties in an aggregate amount of $5,000,000 outstanding at any time.one time not in excess of the greater of (i) $175,000,000 or (ii) fifteen percent (15%) of the Gross Asset Value;
(eg) Other Indebtedness of the Parent Borrower, the REIT or any of their Subsidiaries (other than any Subsidiary Borrower), provided that none of such Persons shall incur any of the Indebtedness described in this §8.1(g) unless it shall have provided to the Agent prior written notice of the proposed incurrence of such Indebtedness, a statement that the borrowing will not cause a Default or Event of Default and a Compliance Certificate demonstrating that the Borrowers not will be in compliance with its covenants referred to exceed an aggregate amount therein after giving effect to the incurrence of $5,000,000 at any one timesuch Indebtedness; and
(h) Derivative Contracts reasonably acceptable to Agent sufficient to ensure the Borrowers’ compliance with §9.7. Notwithstanding anything in this Agreement to the contrary, (i) none of the Indebtedness described in §8.1(g) above shall have any of the Eligible Real Estate Assets or any interest therein or any direct or indirect ownership interest in any Subsidiary Borrower as collateral, a borrowing base, asset pool or any similar form of credit support for such Indebtedness (provided that the foregoing shall not preclude Subsidiaries of the Borrowers (other than a Subsidiary Borrower) to incur Indebtedness subject to the terms of this §8.1 or recourse to the general credit of Parent Borrower) and (ii) none of the Subsidiary Borrowers, Parent Borrower nor REIT shall create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness (including, without limitation, pursuant to any conditional or limited guaranty or indemnity agreement creating liability with respect to usual and customary exclusions from the non recourse limitations governing the Non-Recourse Indebtedness of any Person, or otherwise) other than Indebtedness described in §§8.1(a)-(g) above.
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Restrictions on Indebtedness. None of the The Borrowers nor any of their Subsidiaries shall become or be a guarantor or surety of, or otherwise will not create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness, or become or be responsible in any manner (whether by agreement to purchase any obligations, stock, assets, goods or services, or to supply or advance any funds, assets, goods or services or otherwise) with respect to any undertaking or Indebtedness of any other Person, or incur any Indebtedness other than:
(a) Indebtedness to the Lender Lenders arising under this Agreement or any of the Loan Documents;
(b) Indebtedness current liabilities of the Borrowers incurred in respect the ordinary course of judgments business but not incurred through (i) the borrowing of money, or awards which have been in force (ii) the obtaining of credit except for less than the applicable period for taking credit on an appeal so long as execution is not levied thereunder or in respect of which any Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review open account basis customarily extended and in respect fact extended in connection with normal purchases of which a stay of execution shall have been obtained pending such appeal or review goods and in respect of which the Borrowers have maintained adequate reservesservices;
(c) Indebtedness in respect of any Borrower with respect taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to guaranty, suretyship or indemnification obligations in connection with such Borrower's performance of services for its respective customers in the ordinary course of its business, such Indebtedness extent that payment therefor shall not at the time be required to be listed on SCHEDULE 7.1(C) heretomade in accordance with the provisions of §7.8;
(d) Indebtedness in respect of judgments only to the extent, for the period and for an amount not resulting in an Event of Default;
(e) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business;
(f) Indebtedness of the Borrowers incurred Parent Borrower in connection with respect to landfill closure bonds, such bonds to be listed on SCHEDULE 7.1(D) hereto, not to exceed completion and similar guaranties in an aggregate amount of $5,000,000 outstanding at any time.one time not in excess of the greater of (i) $175,000,000 or (ii) fifteen percent (15%) of the Gross Asset Value;
(eg) Other Indebtedness of the Parent Borrower, the REIT or any of their Subsidiaries (other than any Subsidiary Borrower), provided that none of such Persons shall incur any of the Indebtedness described in this §8.1(g) unless it shall have provided to the Agent prior written notice of the proposed incurrence of such Indebtedness, a statement that the borrowing will not cause a Default or Event of Default and a Compliance Certificate demonstrating that the Borrowers not will be in compliance with its covenants referred to exceed an aggregate amount therein after giving effect to the incurrence of $5,000,000 at any one timesuch Indebtedness; and
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Restrictions on Indebtedness. None The Borrower will not, and the Borrower will not permit any of the Borrowers nor Related Companies or any of their Subsidiaries shall become or be a guarantor or surety of, or otherwise Controlled Unconsolidated Entity to create, incur, assume, guarantee or be become or remain liable, contingently or otherwise, with respect to any Indebtedness, or become or be responsible in any manner (whether by agreement to purchase any obligations, stock, assets, goods or services, or to supply or advance any funds, assets, goods or services or otherwise) with respect to any undertaking or Indebtedness of any other Person, or incur any Indebtedness other than:
(a) Indebtedness to the Lender arising under this Agreement or any of the Loan Documents;
(b) Indebtedness current liabilities of the Borrowers Borrower incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services;
(c) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of §7.8;
(d) Indebtedness in respect of judgments or awards which that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which any the Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review and in respect of which the Borrowers have maintained adequate reservesreview;
(ce) Indebtedness endorsements for collection, deposit or negotiation and warranties of any Borrower with respect to guarantyproducts or services, suretyship or indemnification obligations in connection with such Borrower's performance of services for its respective customers each case incurred in the ordinary course of its business, such ; and
(f) Indebtedness to be listed on SCHEDULE 7.1(CSchedule 8.1 hereto and any refinancing of such Indebtedness; provided that any Indebtedness refinancing Indebtedness listed on Schedule 8.1 hereto (i) hereto;
shall not be secured by any property not collateral for the Indebtedness being refinanced, and (dii) such refinancing indebtedness shall not provide greater recourse to Borrower than the Indebtedness of the Borrowers incurred being refinanced (except with respect to landfill closure bonds, such bonds to be listed on SCHEDULE 7.1(D) hereto, not to exceed an aggregate amount of $5,000,000 outstanding at any timevariations in customary non-recourse carve-outs).
(e) Other Indebtedness of the Borrowers not to exceed an aggregate amount of $5,000,000 at any one time; and
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Sources: Revolving Credit Agreement (Amerivest Properties Inc)