Common use of Specified Transactions Clause in Contracts

Specified Transactions. The Borrowers shall not (i) enter into any amendment or modification of any of the Specified Documents which would have an adverse effect upon the rights and remedies of the Administrative Agent, the FI Trustee and the Banks under the Loan Documents or the collateral therefor (the "FI Collateral and Rights") or impair the ability of any of the Borrowers or the Restricted Subsidiaries to perform all of their respective obligations under the Loan Documents; (ii) make, or permit any Restricted Subsidiary to make, any voluntary prepayment of any of the Specified Obligations (including the B.V. Notes and any other Debt incurred in connection with such Specified Transaction) or directly or indirectly, with or from any funds or assets provided, directly or indirectly, by the Borrowers or any Restricted Subsidiary beyond those expressly permitted by Section 5.2(1) (collectively, "Restricted Assets"), in any such case during the continuance of any Default or Event of Default or, if, after giving effect to any such voluntary prepayment (x) any Default or Event of Default would then exist or result from such transaction or (y) except for refinancings thereof on terms that are not more restrictive on, or less favorable to, FI, if the Available Borrowing Base would be less than $125,000,000; (iii) make, or permit any Restricted Subsidiary to make, any voluntary repurchase of the PFT Assets, the ALatieF Assets, the P&O Assets, the Airfast Assets or the Waste Water Assets directly or indirectly from or with any Restricted Asset during the continuance of any Default or Event of Default or, if, after giving effect to any such voluntary repurchase, (x) any Default or Event of Default would then exist or result from such transaction or (y) if the Available Borrowing Base would be less than $125,000,000 nor shall FCX and FI grant or provide (or permit any Restricted Subsidiary to grant or provide) any additional security or collateral to secure any Specified Obligations (other than as required under the Specified Documents with respect to substitution or replacement of existing collateral) and other than the transfer of the remaining ALatieF-FI Assets, P&O Assets and PFT Assets as required by the ALatieF Documents, the P&O Documents and the PFT Documents.

Specified Transactions. The Borrowers Borrower shall not, and shall not cause or permit any Guarantor to, enter into any Specified Transaction; provided however: (a) Borrower and Guarantors may enter into a Specified Transaction with respect to which each of the following conditions has been satisfied: (i) enter into any amendment or modification the applicable transaction has been approved by the Board of any Directors of the Specified Documents Person whose assets or equity interests are being acquired, or which would have an adverse effect upon the rights and remedies of the Administrative Agent, the FI Trustee and the Banks under the Loan Documents is merging with Borrower or the collateral therefor (the "FI Collateral and Rights") or impair the ability of any of the Borrowers or the Restricted Subsidiaries to perform all of their respective obligations under the Loan Documentsa Guarantor; (ii) makethe Total Non-Stock Consideration paid or payable by Borrower and/or any Subsidiary in such transaction, taken together with all other Total Non-Stock Consideration paid or payable during such fiscal year, does not exceed Two Hundred Million Dollars ($200,000,000); (iii) Borrower (if a party thereto) is the surviving or successor Person, or permit (if Borrower is not a party thereto) a Guarantor is the surviving or successor Person, (iv) the assets so acquired are not and will not be subject to any Restricted Subsidiary to makeLien following the effective date of such transaction, any voluntary prepayment of any of the Specified Obligations except for Permitted Liens, (including the B.V. Notes and any other Debt incurred in connection with such Specified Transactionv) or directly or indirectly, with or from any funds or assets provided, directly or indirectly, by the Borrowers or any Restricted Subsidiary beyond those expressly permitted by Section 5.2(1) (collectively, "Restricted Assets"), in any such case during the continuance of any Default or no Event of Default orshall have occurred and be continuing or shall result therefrom, if, and (vi) as of the effective date of and after giving effect to any such voluntary prepayment transaction, Borrower would be in compliance on a pro forma basis, with each of the financial covenants in Sections 4.6, 4.7, 4.8, 4.9, 4.17 and 5.9; and (xb) any Default Borrower and Guarantors may enter into a Specified Transaction regardless of the value of Total Non-Stock Consideration so long as: (i) the applicable transaction has been approved by the Board of Directors of the Person whose assets or Event of Default would then exist or result from such transaction or (y) except for refinancings thereof on terms that equity interests are not more restrictive onbeing acquired, or less favorable towhich is merging with Borrower or a Guarantor, FI(ii) such Specified Transaction (or series of related transactions) involves no unaffiliated third parties, if the Available Borrowing Base would be less than $125,000,000; and (iii) makesuch Specified Transaction involves only (A) the Borrower and one or more Subsidiaries (and Borrower is the surviving or successor Person in such transaction), or permit any Restricted Subsidiary to make(B) two or more Subsidiaries (and if a Guarantor is a party in a transaction with a non-Guarantor, any voluntary repurchase of such Guarantor is the PFT Assets, the ALatieF Assets, the P&O Assets, the Airfast Assets surviving or the Waste Water Assets directly or indirectly from or with any Restricted Asset during the continuance of any Default or Event of Default or, if, after giving effect to any successor Person in such voluntary repurchase, (x) any Default or Event of Default would then exist or result from such transaction or (y) if the Available Borrowing Base would be less than $125,000,000 nor shall FCX and FI grant or provide (or permit any Restricted Subsidiary to grant or provide) any additional security or collateral to secure any Specified Obligations (other than as required under the Specified Documents with respect to substitution or replacement of existing collateral) and other than the transfer of the remaining ALatieF-FI Assets, P&O Assets and PFT Assets as required by the ALatieF Documents, the P&O Documents and the PFT Documentstransaction).

Specified Transactions. The Borrowers FCX and FI shall not (i) enter into any amendment or modification of any of the Specified Documents which would have an adverse effect upon the rights and remedies of the Administrative Agent, the FI Trustee and the Banks under the Loan Documents or the collateral therefor (the "FI Collateral and Rights") or impair the ability of any of the Borrowers FCX, FI or the Restricted Subsidiaries to perform all of their respective obligations under the Loan Documents; (ii) make, or permit any Restricted Subsidiary to make, any voluntary prepayment of any of the Specified Obligations (including the B.V. Notes and any other Debt incurred in connection with such Specified Transaction) or directly or indirectly, with or from any funds or assets provided, directly or indirectly, by the Borrowers FCX, FI or any Restricted Subsidiary beyond those expressly permitted by Section 5.2(1) (collectively, "Restricted Assets"), in any such case during the continuance of any Default or Event of Default or, if, after giving effect to any such voluntary prepayment (x) any Default or Event of Default would then exist or result from such transaction or (y) except for refinancings thereof on terms that are not more restrictive on, or less favorable to, FI, if the Available Borrowing Base would be less than $125,000,000; (iii) make, or permit any Restricted Subsidiary to make, any voluntary repurchase of the PFT Assets, the ALatieF Assets, the P&O Assets, the Airfast Assets or the Waste Water Assets directly or indirectly from or with any Restricted Asset during the continuance of any Default or Event of Default or, if, after giving effect to any such voluntary repurchase, (x) any Default or Event of Default would then exist or result from such transaction or (y) if the Available Borrowing Base would be less than $125,000,000 nor shall FCX and FI grant or provide (or permit any Restricted Subsidiary to grant or provide) any additional security or collateral to secure any Specified Obligations (other than as required under the Specified Documents with respect to substitution or replacement of existing collateral) and other than the transfer of the remaining ALatieF-FI Assets, P&O Assets and PFT Assets as required by the ALatieF Documents, the P&O Documents and the PFT Documents.