Common use of Borrower Covenant Clause in Contracts

Borrower Covenant. Notwithstanding any other provision of this Agreement, Borrower hereby covenants and agrees with each Lender that from and after the date of this Agreement until the Payment in Full of the Obligations, unless the Required Lenders shall otherwise consent in writing: (a) it shall not own or acquire any material assets (other than cash and cash equivalents) or engage in any material business or activity other than (i) the ownership of Equity Interests in its Subsidiaries (whensoever acquired) and activities incidental thereto, (ii) the maintenance of its corporate existence and activities incidental thereto, including general and corporate overhead, (iii) activities required to comply with applicable laws, (iv) the receipt of, or the making of, Restricted Payments, in each case, to the extent not prohibited by Section 6.01, (v) compliance with its obligations under the Loan Documents, (vi) activities incidental to legal, tax and accounting matters in connection with any of the foregoing activities, including without limitation the provision of management services to its Subsidiaries, entering into confidentiality agreements, and maintaining insurance, (vii) ordinary course intercompany transactions consistent with past practice that are permitted under this Agreement not prohibited by paragraph (d) below; (viii) the creation, incurrence, assumption or existence of any Indebtedness or other liabilities not prohibited by paragraph (b) or (c) below; (b) it shall not create, incur, assume or otherwise be liable for any Indebtedness except (i) Indebtedness under the Loan Documents, (ii) any Guarantee of third-party Indebtedness of any of its Subsidiaries permitted under Section 6.01 that the Required Lenders have consented to in writing (which may be via e-mail), and (iii) ordinary course intercompany transactions permitted under this Agreement; (c) it shall not create, incur, assume or permit to exist any Lien other than Liens created under the Loan Documents and Liens arising under law; and (d) it shall not, nor will it permit any of its Subsidiaries to, (i) sell, transfer, distribute, dividend or otherwise dispose of any Equity Interest in any such Subsidiary or (ii) consummate an Asset Sale constituting all or substantially all, or a material portion of, the assets of the any such Subsidiary to any Person other than to the Borrower or a Subsidiary thereof unless the net proceeds of such sale, transfer or other disposition shall be reinvested in the Borrower and its Subsidiaries as capital expenditures or Investments. For purposes of this Section 6.11(d), the term “Asset Sale” shall be determined without giving effect to clause (2) in the second paragraph of the definition thereof and the threshold set forth in clause (1) thereof shall be deemed to be $10 million rather than $20 million. Any transaction covered by this Section 6.11(d) that is made to an Affiliate other than to a Subsidiary of the Borrower shall be on terms and conditions substantially as favorable as would be obtainable in a comparable arm’s-length transaction with a Person other than an Affiliate.