Common use of Limitation on Activities of Holdings Clause in Contracts

Limitation on Activities of Holdings. In the case of Holdings only, notwithstanding anything to the contrary in this Agreement or any other Loan Document, Holdings shall not, so long as the Commitments remain in effect, any Letter of Credit remains outstanding (that has not been cash collateralized or backstopped, in each case on terms agreed to by the Borrower and the applicable Issuing Lender) or any Loan or other amount is owing to any Lender or any Agent hereunder (other than (i) contingent or indemnification obligations not then due and (ii) obligations in respect of Specified Hedge Agreements and Cash Management Obligations): conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than (i) those incidental to its ownership of the Capital Stock of the Borrower and the Subsidiaries of the Borrower and those incidental to Investments by or in Holdings permitted hereunder, (ii) activities incidental to the maintenance of its existence and compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees, (iii) activities relating to the performance of obligations under the Loan Documents and the Mezzanine Loan Documents to which it is a party or expressly permitted thereunder, (iv) the making of Restricted Payments to the extent of Restricted Payments permitted to be made to Holdings pursuant to Section 7.6, (v) the receipt and payment of Restricted Payments permitted under Section 7.6, (vi) those related to the Transactions and in connection with the Merger Documents and other agreements contemplated thereby or hereby, (vii) to the extent that Section 7 expressly permits the Borrower or a Restricted Subsidiary to enter into a transaction with Holdings, (viii) activities in connection with or in preparation for an initial public offering and (ix) activities incidental to the foregoing activities.

Limitation on Activities of Holdings. In the case of Holdings only, notwithstanding anything to the contrary in this Agreement or any other Loan Document, Holdings shall not, so long as the Commitments remain in effect, any Letter of Credit remains outstanding (that has will not been cash collateralized or backstopped, in each case on terms agreed to by the Borrower and the applicable Issuing Lender) or any Loan or other amount is owing to any Lender or any Agent hereunder (other than (i) contingent or indemnification obligations not then due and (ii) obligations in respect of Specified Hedge Agreements and Cash Management Obligations): conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, in any business or operations other than (i) those incidental to its the ownership and/or acquisition of the Capital Stock Equity Interests of the Borrower and the Subsidiaries of the Borrower and those incidental to Investments by or in Holdings permitted hereunderAMRC, (ii) activities incidental to the maintenance of its existence legal existence, including the ability to incur fees, costs and compliance expenses relating to such maintenance, (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries, (iv) any activities relating to the corporate governance of Holdings and its Subsidiaries (v) the performance of its obligations under and in connection with the Loan Documents and any documentation governing any Indebtedness or Contingent Obligation permitted to be incurred or made by it under Section 7.2, (vi) the performance of its obligations under investor rights agreements, voting agreements, stock option agreements, stock purchase agreements and administration of its relationships with current, prospective or former holders of its Equity Interests, including stockholder communications and notice requirements, (vii) any public or private offering of its Equity Interests or any other issuance or registration of its Equity Interests for sale or resale not prohibited by this Agreement, including activities relating to qualification of the registration or qualification requirements of applicable laws federal or state securities regulations or necessary in order to rely upon exemptions from such requirements and entry into any registration rights or similar agreement with respect to its Equity Interests, including the costs, fees and expenses related thereto, (viii) any transaction that Holdings is permitted to enter into or consummate under Article VII (including, but not limited to, the making of any dividend, distribution, repurchase, redemption, purchase or other restricted payment permitted by Section 7.2.7 or holding of any cash or Cash Equivalent Investments received in connection with the foregoing that is made in accordance with Section 7.2.7 pending application thereof in the manner contemplated by Section 7.2.7, the incurrence of any Indebtedness permitted to be incurred by it under Section 7.2.2 and the making of any Investment permitted to be made by it under Section 7.2.6), (ix) holding of any cash or Cash Equivalent Investments received in connection the issuance and sale of its Equity Interests, (x) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting matters related thereto issues, valuation and activities relating to its employeesinvestment banking services and paying taxes, (iiixi) providing indemnification to officers and directors and as otherwise permitted in Section 7.2.12, (xii) maintenance or establishment and administration of stock incentive plans and (xiii) activities relating to the performance of obligations under the Loan Documents and the Mezzanine Loan Documents to which it is a party or expressly permitted thereunder, (iv) the making of Restricted Payments to the extent of Restricted Payments permitted to be made to Holdings pursuant to Section 7.6, (v) the receipt and payment of Restricted Payments permitted under Section 7.6, (vi) those related to the Transactions and in connection with the Merger Documents and other agreements contemplated thereby or hereby, (vii) to the extent that Section 7 expressly permits the Borrower or a Restricted Subsidiary to enter into a transaction with Holdings, (viii) activities in connection with or in preparation for an initial public offering and (ix) activities reasonably incidental to the foregoing activitiesbusiness or activities described in clauses (i) to (xii) of this paragraph.

Limitation on Activities of Holdings. In the case of Holdings onlyHoldings, ------------------------------------ notwithstanding anything to the contrary in this Agreement or any other Loan Document, Holdings shall not, so long as the Commitments remain in effect, any Letter of Credit remains outstanding (that has not been cash collateralized or backstopped, in each case on terms agreed to by the Borrower and the applicable Issuing Lendera) or any Loan or other amount is owing to any Lender or any Agent hereunder (other than (i) contingent or indemnification obligations not then due and (ii) obligations in respect of Specified Hedge Agreements and Cash Management Obligations): conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than (i) those incidental to its ownership of the Capital Stock of the Borrower and the Subsidiaries of the Borrower and those incidental to Investments by or in Holdings permitted hereunder, (ii) activities incidental to the maintenance of its existence and compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees, (iii) activities relating to the performance of obligations under the Loan Documents and the Mezzanine Loan Documents to which it is a party or expressly permitted thereunder, and (iv) the making of Restricted Payments to the extent of Restricted Payments permitted to be made to Holdings pursuant to Section 7.6, (v) the receipt and payment of Restricted Payments permitted under Section 7.611.6, (vib) those related incur, create, assume or suffer to exist any Indebtedness or other liabilities or financial obligations, except (i) nonconsensual obligations imposed by operation of law, (ii) pursuant to the Transactions Loan Documents to which it is a party, (iii) obligations with respect to its Capital Stock, or the Exchangeable Shares, (iv) obligations to its employees, officers and directors not prohibited hereunder or (v) obligations under the Transaction Documents as in effect on the date hereof or (c) own, lease, manage or otherwise operate any properties or assets (including cash (other than cash received in connection with Restricted Payments made by a Borrower in accordance with Section 11.6 pending application in the Merger Documents manner contemplated by said Section) and cash equivalents) other agreements contemplated thereby or hereby, (vii) to than the extent that Section 7 expressly permits ownership of shares of Capital Stock of the Borrower or a Restricted direct Subsidiary to enter into a transaction with Holdings, (viii) activities in connection with owned by it on the Closing Date or in preparation for an initial public offering and (ix) activities incidental respect of notes issued to Holdings by management in respect of the foregoing activitiespurchase of its Capital Stock or Exchangeable Shares.

Limitation on Activities of Holdings. In the case of Holdings onlyHoldings, ------------------------------------ notwithstanding anything to the contrary in this Agreement or any other Loan Document, Holdings shall not, so long as the Commitments remain in effect, any Letter of Credit remains outstanding (that has not been cash collateralized or backstopped, in each case on terms agreed to by the Borrower and the applicable Issuing Lendera) or any Loan or other amount is owing to any Lender or any Agent hereunder (other than (i) contingent or indemnification obligations not then due and (ii) obligations in respect of Specified Hedge Agreements and Cash Management Obligations): conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than (i) those incidental to its ownership of the Capital Stock of the Borrower and the Subsidiaries of the Borrower and those incidental to Investments by or in Holdings permitted hereunder, (ii) activities incidental to the maintenance of its existence and compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees, (iii) activities relating to the performance of obligations under the Loan Documents and the Mezzanine Loan Documents to which it is a party or expressly permitted thereunder, and (iv) the making of Restricted Payments to the extent of Restricted Payments permitted to be made to Holdings pursuant to Section 7.6, (v) the receipt and payment of Restricted Payments permitted under Section 7.611.6, (b) incur, create, assume or suffer to exist any Indebtedness or other liabilities or financial obligations, except (i) nonconsensual obligations imposed by operation of law, (ii) pursuant to the Loan Documents to which it is a party, (iii) obligations with respect to its Capital Stock, or the Exchangeable Shares, (iv) obligations to its employees, officers and directors not prohibited hereunder, (v) Guarantee Obligations permitted under Section 11.2(l) or (vi) those related to obligations under the Transactions and Transaction Documents as in effect on the date hereof or (c) own, lease, manage or otherwise operate any properties or assets (including cash (other than cash received in connection with Restricted Payments made by a Borrower in accordance with Section 11.6 pending application in the Merger Documents manner contemplated by said Section) and cash equivalents) other agreements than the ownership of shares of Capital Stock of the direct Subsidiary owned by it on the Original Closing Date or in respect of notes issued to Holdings by management in respect of the purchase of its Capital Stock or Exchangeable Shares. Notwithstanding the foregoing, Holdings may engage in the transactions contemplated thereby or herebyby the terms of the 2000 Subordinated Notes and the 2000 Warrants and may consummate the IPO and the Pensar Acquisition; provided, (vii) however, that Holdings shall contribute the -------- ------- capital stock of Pensar to the extent that Section 7 expressly permits U.S. Borrower immediately upon the Borrower or a Restricted Subsidiary to enter into a transaction with Holdings, (viii) activities in connection with or in preparation for an initial public offering and (ix) activities incidental to consummation of the foregoing activitiesPensar Acquisition.

Limitation on Activities of Holdings. In the case of Holdings only, notwithstanding anything to the contrary in this Agreement or any other Loan Document, Holdings shall not, so long as the Commitments remain in effect, any Letter of Credit remains outstanding (that has not been cash collateralized or backstopped, in each case on customary terms agreed to by the Borrower and the applicable Issuing LenderBank acting reasonably) or any Loan or other amount is owing to any Lender or any Agent hereunder (other than (i) contingent or indemnification obligations not then due and (ii) obligations in respect of Specified Hedge Agreements and Cash Management Obligations): conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than (i) those incidental to its ownership of the Capital Stock of the Borrower and the Subsidiaries of the Borrower and those incidental to Investments by or in Holdings permitted hereunder, (ii) activities incidental to the maintenance of its existence and compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees, (iii) activities relating to the performance of obligations under the Loan Documents and the Mezzanine Loan Second Lien Documents to which it is a party or expressly permitted thereunder, (iv) the making of Restricted Payments to the extent of Restricted Payments permitted to be made to Holdings pursuant to Section 7.6, (v) the receipt and payment of Restricted Payments permitted under Section 7.6, (vi) those related to the Transactions and in connection with the Merger Documents and other agreements contemplated thereby or hereby, (vii) to the extent that Section 7 expressly permits the Borrower or a Restricted Subsidiary to enter into a transaction with Holdings, (viiivii) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of its Subsidiaries and activities in connection with or in preparation for an initial public offering and (ix) activities incidental to the foregoing activities.

Limitation on Activities of Holdings. In If a Holding Company Election has been made by Borrower and Holdings has joined this Agreement pursuant to the terms hereof, then, in the case of Holdings only, only and notwithstanding anything to the contrary in this Agreement or any other Loan Credit Document, Holdings shall not, so long as the Commitments remain in effect, any Letter of Credit remains outstanding (that has not been cash collateralized or backstopped, in each case on terms agreed to by the Borrower and the applicable Issuing Lender) or any Loan or other amount is owing to any Lender or any Agent hereunder (other than (i) contingent or indemnification obligations not then due and (ii) obligations in respect of Specified Hedge Agreements and Cash Management Obligations): conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, in any business or operations other than (i) those incidental to its ownership of the Capital Stock Equity Interests of the Borrower and the Subsidiaries of the Borrower and those incidental to other Investments by or in Holdings permitted hereunder(including the issuance of preferred capital stock (other than Disqualified Capital Stock) in consideration for the purchase of its capital stock from present or former employees (and their spouses, former spouses, heirs, estates and assigns) of any Credit Party or pursuant to any equity subscription, shareholder, employment or other agreement), (ii) activities incidental to the maintenance of its existence and compliance with applicable laws Laws and legal, tax and accounting matters related thereto and activities relating to its employeesthereto, (iii) activities relating to the performance of obligations under the Loan Documents Credit Documents, any other Indebtedness permitted hereunder and the Mezzanine Loan Documents any Gaming/Racing Lease to which it is a party or expressly in respect of which Holdings is a guarantor or any other Indebtedness otherwise permitted thereunderhereunder for which Holdings provides a Guarantee, (iv) the making of Restricted Payments to the extent of Restricted Payments permitted to be made to Holdings pursuant to Section 7.6, (v) the receipt and payment by Holdings of Restricted Payments permitted under Section 7.610.06 (it being understood that, notwithstanding anything to the contrary herein, Holdings shall be permitted to make any Restricted Payment that would be permitted to be made by Borrower (and without limiting the foregoing, with the proceeds of any Restricted Payment made by Borrower to Holdings)), (v) preparing reports to Governmental Authorities and to its shareholders, (vi) those related to providing customary indemnification for its employees in the Transactions and in connection with the Merger Documents and other agreements contemplated thereby or herebyordinary course of business, (vii) to making payments of the extent that Section 7 expressly permits type permitted under Sections 10.07 and 10.09 and the Borrower performance of its obligations under any document, agreement and/or Investment contemplated by the transactions hereunder or a Restricted Subsidiary to enter Investments consisting of Guarantees (other than in respect of Indebtedness) entered into a transaction with Holdingsin the ordinary course of business and otherwise permitted hereunder, (viii) activities in connection with or in preparation for an initial public offering the other transactions expressly permitted under this Section 10.13 and (ix) activities incidental to any of the foregoing. Notwithstanding anything herein to the contrary, Holdings may merge or consolidate with or into any other Person (other than Borrower) so long as: (i) Holdings shall be the continuing or surviving corporation or, in the case of a merger or consolidation in which Holdings is not the continuing or surviving Person, the Person formed by or surviving any such merger or consolidation shall be an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia (Holdings or such Person, as the case may be, being herein referred to as the “Successor Holdings”), (ii) the Successor Holdings (if other than Holdings) shall expressly assume all the obligations of Holdings under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to Administrative Agent, (iii) no Event of Default has occurred and is continuing at the date of such merger, consolidation or liquidation or would result from such merger, consolidation or liquidation, (iv) each Guarantor, unless it is the other party to such merger or consolidation, or unless the Successor Holdings is Holdings, shall have by a supplement to this Agreement in form reasonably satisfactory to Administrative Agent confirmed that its obligation under the Guaranty shall apply to the Successor Holdings’ obligations under this Agreement, (v) the Successor Holdings shall, immediately following such merger, consolidation or liquidation directly or indirectly own all Subsidiaries owned by Holdings immediately prior to such merger, consolidation or liquidation; (vi) the Secured Parties’ rights and remedies under the Credit Documents, taken as a whole, including their rights and remedies with respect to any Collateral owned by the Successor Holdings, and the Successor Holdings’ obligations under the Guaranty and under the Security Agreement, will not be impaired in any manner as a result of such merger, consolidation or liquidation; (vii) if reasonably requested by Administrative Agent, an opinion of counsel shall be required to be provided to the effect that such merger, consolidation or liquidation does not violate this Agreement or any other Credit Document; and (viii) immediately after giving effect to such merger, consolidation or liquidation on a Pro Forma Basis as of the last day of the most recently-ended Test Period, Borrower shall be in compliance with the Financial Maintenance Covenant (regardless of whether then applicable); provided that, if the foregoing activitiesare satisfied, the Successor Holdings (if other than Holdings) will succeed to, and be substituted for, Holdings under this Agreement; provided, further, that Borrower agrees to provide any documentation and other information regarding the Successor Holdings as shall have been reasonably requested in writing by any Lender through Administrative Agent that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act.

Limitation on Activities of Holdings. In the case of Holdings only, notwithstanding anything to the contrary in this Agreement or any other Loan Document, Holdings shall not, so long as the Commitments remain in effect, any Letter of Credit remains outstanding (that has not been cash collateralized or backstopped, in each case on terms agreed to by the Borrower and the applicable Issuing Lender) or any Loan or other amount is owing to any Lender or any Agent hereunder (other than (i) contingent or indemnification obligations not then due and (ii) obligations in respect of Specified Hedge Agreements and Cash Management Obligations): Holdings: conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than (i) those incidental to its ownership of the Capital Stock Equity Interests of the Borrower and the Subsidiaries of the Borrower and those incidental to Investments investments by or in Holdings permitted hereunder, (ii) activities incidental to the maintenance of its existence and compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees, (iii) the entry into and activities relating to the performance of obligations under in respect of (A) the Loan Documents and Documents, the Mezzanine Loan Documents Senior Unsecured Notes Documents, any other agreement to which it is a party on the Closing Date or expressly any 122 agreement governing Indebtedness permitted thereunderto be incurred under Section 6.01; any guarantee of Indebtedness or other obligations of any of its Subsidiaries permitted pursuant to the Loan Documents and any refinancings, refundings, renewals or extensions thereof, (B) contracts and agreements with officers, directors and employees of it or any Subsidiary thereof relating to their employment or directorship, (C) insurance policies and related contracts and agreements, and (D) equity subscription agreements, registration rights agreements, voting and other stockholder agreements, engagement letters, underwriting agreements and other agreements in respect of its equity securities or any offering, issuance or sale thereof, (iv) the making of Restricted Payments to the extent of Restricted Payments permitted to be made to Holdings pursuant to Section 7.6, (v) the receipt and payment of Restricted Payments permitted under Section 7.66.06, (viv) those related to the Transactions and in connection with the Merger Documents and other agreements contemplated thereby or hereby, (viivi) to the extent that Section 7 Article VI expressly permits Holdings and the Borrower or a Restricted Subsidiary Subsidiaries to enter into a transaction with Holdings, (viiivii) activities in connection with or in preparation for an initial a public offering offering, (viii) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (ix) the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (x) the retention of (and the entry into, and exercise of rights and performance of obligations in respect of, contracts and agreements with) transfer agents, private placement agents, underwriters, counsel, accountants and other advisors and consultants, and (ixxi) activities incidental to the foregoing activities.

Limitation on Activities of Holdings. In the case of Holdings only, notwithstanding anything to the contrary in this Agreement or any other Loan Document, Holdings shall not, so long as the Commitments remain in effect, any Letter of Credit remains outstanding (that has not been cash collateralized or backstopped, in each case on terms agreed to by the Borrower and the applicable Issuing Lender) or any Loan or other amount is owing to any Lender or any Agent hereunder (other than (ia) contingent or indemnification obligations not then due and (iib) obligations in respect of Specified Hedge Agreements, Specified Foreign Currency L/C Agreements and Cash Management Obligations): conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than (i) those incidental to its ownership of the Capital Stock of the Borrower and the Subsidiaries of the Borrower and those incidental to Investments by or in Holdings permitted hereunder, (ii) activities incidental to the maintenance of its existence and compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees, (iii) activities relating to the performance of obligations under the Loan Documents and the Mezzanine Loan Documents to which it is a party or expressly permitted thereunder, (iv) the making of Restricted Payments to the extent of Restricted Payments permitted to be made to Holdings pursuant to Section 7.6, (v) the receipt and payment of Restricted Payments permitted under Section 7.6, (vi) those related to the 2008 Transactions and in connection with the Merger Documents and other agreements contemplated thereby or hereby, (vii) to the extent that Section 7 expressly permits the Borrower or a Restricted Subsidiary to enter into a transaction with Holdings, (viii) activities in connection with or in preparation for an initial public any debt or equity offering of securities by Parent or any Subsidiary of Parent, (ix) the BAH Merger and (ixx) activities incidental to the foregoing activities.