Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained in (A) any Loan Document, (B) any other agreement evidencing Unsecured Indebtedness that the Borrower, any other Loan Party any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, the encumbrances and restrictions set forth in Section 9.1.(ig) and Section 9.4. of this Agreement and Section 13 of the Guaranty and (C) the organizational documents or other agreements binding on or applicable to any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), and (ii) with respect to clause (d), (A) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business or (B) transfer restrictions in any agreement relating to the sale of a Subsidiary or assets pending such sale or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume or permit or suffer to exist under Section 9.2.(a); provided that in the case of this clause (B), the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be. Notwithstanding anything to the contrary in the foregoing, the restrictions in this Section shall not apply to any provision of any Guaranty entered into by the Borrower, any other Loan Party or any other Subsidiary relating to the Indebtedness of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, other Loan Party or any other Subsidiary to payment from such Subsidiary to the payment in full of such Indebtedness.
Appears in 2 contracts
Samples: Signature (Diversified Healthcare Trust), Term Loan Agreement (Diversified Healthcare Trust)
Restrictions on Intercompany Transfers. The Borrower shall notDirectly or indirectly enter into or become bound by any agreement, and shall not permit any instrument, indenture or other Loan Party or any other Subsidiary obligation (other than an Excluded Subsidiarythis Agreement and the other Loan Documents) tothat could directly or indirectly restrict, create prohibit or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction require the consent of any kind Person with respect to the payment of dividends or distributions or the making or repayment of intercompany loans by a Subsidiary of any Borrower to any Borrower or between the Borrowers, except in each case for prohibitions or restrictions existing under or by reason of: (i) this Agreement and the other Loan Documents; (ii) applicable law; (iii) restrictions in effect on the ability date of any Subsidiary this Agreement contained in the Holdings Subordinated Note Indenture as in effect on the date of this Agreement, and, if the Indebtedness under the Holdings Subordinated Notes is renewed, extended or refinanced, restrictions in the agreements governing the renewed, extended or refinancing Indebtedness (other and successive renewals, extensions and refinancings thereof) if such restrictions taken as a whole are no more restrictive than an Excluded Subsidiarythose contained in the agreements governing the Indebtedness being renewed, extended or refinanced, (iv) to: (a) pay dividends customary non-assignment provisions with respect to leases or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned licensing agreements entered into by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained Subsidiaries, in (A) any Loan Document, (B) any other agreement evidencing Unsecured Indebtedness that the Borrower, any other Loan Party any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, the encumbrances and restrictions set forth in Section 9.1.(ig) and Section 9.4. of this Agreement and Section 13 of the Guaranty and (C) the organizational documents or other agreements binding on or applicable to any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), and (ii) with respect to clause (d), (A) customary provisions restricting assignment of any agreement each case entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business and consistent with past practices, (v) any restriction or (B) transfer restrictions in encumbrance with respect to any asset of the Borrowers or any of their Subsidiaries imposed pursuant to an agreement relating to which has been entered into for the sale or disposition of a Subsidiary such assets or all or substantially all of the capital stock or assets pending of such Subsidiary, so long as such sale or relating disposition is permitted under this Agreement; (vi) customary provisions in joint venture agreements and other similar agreements, which place restrictions on distributions of the property or assets of the joint venture entity to Indebtedness secured the joint venture partners and/or restrictions on the granting of liens on property or assets owned by a Lien on assets that the Borrower or a Subsidiary may createjoint venture entity (but not any Loan Party), incur, assume or permit or suffer to exist under Section 9.2.(a); provided that entered into in the case ordinary course of business in connection with joint ventures permitted under this clause Agreement, and (B), the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be. Notwithstanding anything to the contrary vii) customary net worth limitations in the foregoing, the restrictions in this Section shall not apply to any provision of any Guaranty entered into by the Borrower, any other Loan Party or any other Subsidiary relating to the Indebtedness of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, other Loan Party or any other Subsidiary to payment from such Subsidiary to the payment in full of such Indebtednessleases.
Appears in 2 contracts
Samples: Credit Agreement (Centerplate, Inc.), Credit Agreement (Centerplate, Inc.)
Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests Equity Interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any other Subsidiary; other than provided that this Section shall not apply to: (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained in (A) any Loan Document, (B) any other agreement evidencing Unsecured Indebtedness that the Borrower, any other Loan Party any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, the encumbrances and restrictions set forth in Section 9.1.(ig) and Section 9.4. of this Agreement and Section 13 of the Guaranty and (C) the organizational documents or other agreements binding on or applicable to any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), and (ii) with respect to clause (d), (A) restrictions contained in any agreement relating to the sale of assets pending sale, or relating to Indebtedness secured by a Lien on assets which Indebtedness the Borrower or a Subsidiary, as applicable, is not prohibited from creating, incurring, assuming, or permitting or suffering to exist by the Loan Documents; provided that in any such case, the restrictions apply only to the assets that are the subject of such sale or Lien, as the case may be or (B) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business and (ii) with respect to clauses (a) through (d), those encumbrances or restrictions (A) contained in any Loan Document, (B) transfer restrictions contained in any other agreement relating to that evidences unsecured Indebtedness containing encumbrances or restrictions on the sale of a Subsidiary actions described above that are substantially similar to, or assets pending such sale or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may createno more restrictive than, incur, assume or permit or suffer to exist under Section 9.2.(a); provided that those contained in the case of this clause Loan Documents, (B)C) contained in organizational documents of, the restrictions apply or other agreements governing an Investment in, or Indebtedness incurred by, any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent applicable to the Equity Interest in such Subsidiary or Unconsolidated Affiliate or the assets that are the subject of such Subsidiary or Unconsolidated Affiliate) or (D) obligations restricting the sale or Lien, as the case may be. Notwithstanding anything other transfer of assets pursuant to the contrary in the foregoing, the restrictions in this Section shall not apply to any provision of any Guaranty “tax protection” (or similar) agreements entered into by with limited partners or members of the Borrower, any other Loan Party OP or of any other Subsidiary relating to of the Indebtedness of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, other Loan Party or any other Subsidiary to payment from such Subsidiary to the payment in full of such IndebtednessREIT Entity.
Appears in 2 contracts
Samples: Credit Agreement (Elme Communities), Credit Agreement (Washington Real Estate Investment Trust)
Restrictions on Intercompany Transfers. The Other than as expressly set forth in this Agreement, the Borrower shall not, and shall not permit any other Loan Party Guarantor or any other Subsidiary (other than an any Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Borrower or any other Subsidiary; (c) make loans or advances to the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through (d), (1) those encumbrances or restrictions contained in (A) any Loan DocumentDocument or existing by reason of Applicable Law, (B2) any other agreement evidencing Unsecured Indebtedness that the Borrower, any other Loan Party any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and containing encumbrances and customary restrictions imposed contained in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, the encumbrances and restrictions set forth in Section 9.1.(ig) and Section 9.4. of this Agreement and Section 13 of the Guaranty and (C) the organizational documents or other agreements binding on or applicable to of any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any applicable to the Equity Interest in such Subsidiary or the property or assets of such Subsidiary)) and (3) Negative Pledges or other Permitted Unsecured Debt Restrictions contained in any agreement evidencing Unsecured Debt permitted by this Agreement so long as such restrictions are substantially similar to, and or not more restrictive than, those contained in the Loan Documents or, (ii) with respect to clause (d), (A1) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party Guarantor or any other Subsidiary in the ordinary course of business or business, (B2) restrictions on transfer restrictions contained in any agreement relating to the sale transfer, sale, conveyance or other disposition of a Subsidiary or the assets of a Subsidiary permitted under this Agreement pending such sale transfer, sale, conveyance or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume or permit or suffer to exist under Section 9.2.(a)other disposition; provided that in the case of this clause (B)any such case, the restrictions apply only to the Subsidiary or the assets that are the subject of such sale transfer, sale, conveyance or Lienother disposition, as the case may be. Notwithstanding anything to the contrary (3) customary non-assignment provisions or other customary restrictions on transfer arising under licenses and other contracts entered into in the foregoingordinary course of business; provided, that such restrictions are limited to assets subject to such licenses and contracts, and (4) restrictions on transfer contained in any agreement evidencing Secured Debt secured by a Lien permitted by this Agreement that the Borrower or a Subsidiary may create, incur, assume, or permit or suffer to exist under this Agreement; provided that in any such case, the restrictions in this Section shall not apply to any provision of any Guaranty entered into by the Borrower, any other Loan Party or any other Subsidiary relating only to the Indebtedness of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, other Loan Party or any other Subsidiary to payment from assets that are encumbered by such Subsidiary to the payment in full of such IndebtednessLien.
Appears in 2 contracts
Samples: Term Credit Agreement (STORE CAPITAL Corp), Credit Agreement (STORE CAPITAL Corp)
Restrictions on Intercompany Transfers. The Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Parent, the Borrower or any Subsidiary; (c) make loans or advances to the Parent, the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Parent, the Borrower or any Subsidiary (other than the direct or indirect transfer of Equity Interests in any Excluded Subsidiary); other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained in (A) contained in any Loan Document, or (B) contained in any other agreement evidencing that evidences Unsecured Indebtedness containing encumbrances or restrictions on the actions described above that are not more restrictive than those contained in the BorrowerLoan Documents, any other Loan Party any other Subsidiary may create(ii) with respect to clauses (c) and (d), incur, assume or permit or suffer to exist under this Agreement and containing those encumbrances and restrictions imposed contained in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, the encumbrances and restrictions set forth in Section 9.1.(ig) and Section 9.4. of this Agreement and Section 13 of the Guaranty and (C) the organizational documents of, or other agreements binding on governing an Investment in, any Excluded Subsidiary, Unconsolidated Affiliate or applicable to any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any applicable to the Equity Interest in such Subsidiary or Unconsolidated Affiliate (or any direct or indirect owner of such Equity Interest on account of such ownership) or the property or assets of such SubsidiarySubsidiary or Unconsolidated Affiliate), and or (iiiii) with respect to clause (d), (A) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business or (B) transfer restrictions contained in any agreement relating to the sale of a Subsidiary (other than the Borrower) or the assets of a Subsidiary pending such sale sale, or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume assume, or permit or suffer to exist under Section 9.2.(a); provided that in the case of this clause (B)any such case, the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be, or (B) customary provisions restricting assignment of any agreement entered into by the Parent, the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business. Notwithstanding anything to the contrary in the foregoing, the restrictions in this Section shall not apply to any provision of any Guaranty entered into by the Borrower, any other Loan Party or any other Subsidiary relating to Guarantee the Indebtedness of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of the Borrower, such other Loan Party Party, or any such other Subsidiary to payment from such Subsidiary to the payment in full of the Indebtedness Guaranteed pursuant to the terms of such IndebtednessGuaranty.
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Restrictions on Intercompany Transfers. The Permit the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Restricted Subsidiary) to, to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Restricted Subsidiary’s capital stock or other equity interests owned by the Borrower or any Restricted Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Restricted Subsidiary; (c) make loans or advances to the Borrower or any Restricted Subsidiary; or (d) transfer or exclusively license any of its property property, rights or assets to the Borrower or any Restricted Subsidiary; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained in (A) any Loan Document, (Bii) encumbrances or restrictions consistent with market convention (as determined in good faith by the Borrower) contained in any agreement that evidences Indebtedness, including the Senior Indentures and the Bridge Facilities, as well as any restrictions applicable to assets constituting collateral for any secured Indebtedness, (iii) customary restrictions contained in joint venture agreements or other similar agreements applicable to joint ventures, including Permitted Negative JV Pledges, (iv) restrictions under or by reason of applicable law, rule, regulation or order (including requirements imposed by any Gaming Authority, Gaming Laws and any regulations, orders or decrees of any Gaming Authority or other applicable Governmental Authority), (v) restrictions contained in an agreement that governs an Investment in, or other agreement evidencing Unsecured Indebtedness that the Borrowerbinding on, any other Loan Party any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, the encumbrances and restrictions set forth in Section 9.1.(ig) and Section 9.4. of this Agreement and Section 13 of the Guaranty and (C) the organizational documents or other agreements binding on or applicable to any Subsidiary that is not a Wholly Owned an Unrestricted Subsidiary (but only to the extent such encumbrance or restriction covers applies to any direct or indirect Equity Interest in such Subsidiary or the property or assets of such Unrestricted Subsidiary), and (ii) with respect to clause (das applicable), (Avi) Permitted Sale Restrictions and Permitted Transfer Restrictions, (vii) customary provisions restricting assignment of any agreement agreement, lease, license, permit or other contract entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business, (viii) on cash, Cash Equivalents or other deposits or net worth imposed under contracts entered into the ordinary course of business, including such restrictions imposed by customers or insurance, surety or bonding companies, (ix) restrictions contained in agreements or instruments which prohibit the payment or making of dividends or other distributions other than on a pro rata basis, (x) restrictions existing with respect to any Person or the property or assets of any Person acquired by the Borrower or any of its Restricted Subsidiaries or that otherwise becomes a Restricted Subsidiary, or with respect to any Person or the property or assets of any Person newly designated as a Restricted Subsidiary of the Borrower, existing at the time of such acquisition or designation and not incurred solely in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of the Person other Loan Party than the Person or the property or assets of the Person so acquired or designated, (xi) in the case of clause (d), encumbrances or restrictions consistent with market convention (as determined in good faith by the Borrower) (A) that restrict in a customary manner the subletting, assignment, license or transfer of any Subsidiary property or asset that is a lease, license, conveyance or contract or similar property or asset or (B) existing under or by reason of ground leases, Finance Leases or purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property; and (xii) existing under or by reason of restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business or (B) transfer restrictions xxxx xxxxxxx money deposits in any agreement relating to the sale favor of a Subsidiary or assets pending such sale or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume or permit or suffer to exist sellers in connection with acquisitions not prohibited under Section 9.2.(a); provided that in the case of this clause (B), the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be. Notwithstanding anything to the contrary in the foregoing, the restrictions in this Section shall not apply to any provision of any Guaranty entered into by the Borrower, any other Loan Party or any other Subsidiary relating to the Indebtedness of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, other Loan Party or any other Subsidiary to payment from such Subsidiary to the payment in full of such IndebtednessAgreement.
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Restrictions on Intercompany Transfers. The Parent Guarantor and the Borrower shall not, and shall not permit any other Loan Party or any other Non-Loan Party BB Property Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent Guarantor, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent Guarantor, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent Guarantor, the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through — (d) those encumbrances or restrictions contained in (A) contained in any Loan Document, (B) contained in any agreements relating to the sale of a Subsidiary (other agreement evidencing Unsecured than the Borrower) or the assets of such Subsidiary pending such sale, or relating to Indebtedness secured by a Lien on assets that the Borrower, any other Loan Party any other Borrower or such Subsidiary may create, incur, assume assume, or permit or suffer to exist under this Agreement and containing encumbrances and restrictions imposed Section 10.2.(a)(i), provided that in connection with any such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, case the encumbrances and restrictions set forth in Section 9.1.(ig) and Section 9.4. apply only to the Subsidiary or the assets that are the subject of this Agreement and Section 13 of such sale or Lien, as the Guaranty and case may be, (C) contained in the organizational documents or other agreements binding on or applicable to any Excluded Subsidiary or any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), (D) imposed by Applicable Law, or (E) contained in an agreement that governs an Investment in an Unconsolidated Affiliate (but only to the extent such encumbrance or restriction applies to any Equity Interest in such Unconsolidated Affiliate), (F) those encumbrances or restrictions contained in any agreement that evidences Unsecured Indebtedness containing encumbrances or restrictions on the actions described above that are substantially similar to, or, taken as a whole, not more restrictive than, those contained in the Loan Documents (as determined in good faith by the Parent Guarantor and the Borrower) (including, without limitation, the Seven-Year Term Loan Agreement and the Capital One Term Loan Agreement) or (G) Permitted Transfer Restrictions, and (ii) with respect to clause (d), (A) customary provisions restricting assignment of any agreement entered into by the BorrowerParent Guarantor, any other Loan Party or any Subsidiary in the ordinary course of business or (B) transfer restrictions in any agreement relating to the sale of a Subsidiary or assets pending such sale or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume or permit or suffer to exist under Section 9.2.(a); provided that in the case of this clause (B), the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be. Notwithstanding anything to the contrary in the foregoing, the restrictions in this Section shall not apply to any provision of any Guaranty entered into by the Borrower, any other Loan Party or any other Subsidiary relating to of their Subsidiaries in the Indebtedness ordinary course of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, other Loan Party or any other Subsidiary to payment from such Subsidiary to the payment in full of such Indebtednessbusiness.
Appears in 1 contract
Samples: Credit Agreement (RLJ Lodging Trust)
Restrictions on Intercompany Transfers. The Borrower Holdings shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) of Holdings to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) of Holdings to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower Parent or any Subsidiary; (b) pay any Indebtedness owed to the Borrower Holdings or any Subsidiary; (c) make loans or advances to the Borrower Holdings or any Subsidiary; or (d) transfer any of its property or assets to the Borrower Holdings or any SubsidiarySubsidiary of Holdings; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained in (A) any Loan Document, (B) any other agreement evidencing Unsecured unsecured Indebtedness that the Borrower, Holdings or any other Loan Party any other Subsidiary of Holdings may create, incur, assume or permit or suffer to exist under this Agreement and containing to the extent such encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that unsecured Indebtedness, taken as a whole, are either substantially similar to, or less restrictive than, the encumbrances and restrictions set forth in Section 9.1.(ig) and Section 9.4. of this Agreement and Section 13 of the Guaranty Agreement, taken as a whole, and (C) the organizational documents or other agreements binding on or applicable to any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary)Permitted Junior Debt, and (ii) with respect to clause (d), (A) customary provisions restricting assignment of any agreement entered into by the BorrowerParent, any other Loan Party or any Subsidiary of Holdings in the ordinary course of business or (B) transfer restrictions in any agreement relating to the sale of a Subsidiary of Holdings or assets pending such sale or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume or permit or suffer to exist under Section 9.2.(a)sale; provided that in the case of this clause (B), the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may besale. Notwithstanding anything to the contrary in the foregoing, the restrictions in this Section shall not apply to any provision of any Guaranty entered into by the BorrowerParent, any other Loan Party or any other Subsidiary relating to the Indebtedness of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of BorrowerParent, other Loan Party or any other Subsidiary to payment from such Subsidiary to the payment in full of such Indebtedness.
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Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests Equity Interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any other Subsidiary; other than provided that this Section shall not apply to: (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained in (A) any Loan Document, (B) any other agreement evidencing Unsecured Indebtedness that the Borrower, any other Loan Party any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, the encumbrances and restrictions set forth in Section 9.1.(ig) and Section 9.4. of this Agreement and Section 13 of the Guaranty and (C) the organizational documents or other agreements binding on or applicable to any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), and (ii) with respect to clause (d), (A) restrictions contained in any agreement relating to the sale of assets pending sale, or relating to Indebtedness secured by a Lien on assets which Indebtedness the Borrower or a Subsidiary, as applicable, Execution Version is not prohibited from creating, incurring, assuming, or permitting or suffering to exist by the Loan Documents; provided that in any such case, the restrictions apply only to the assets that are the subject of such sale or Lien, as the case may be or (B) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business and (ii) with respect to clauses (a) through (d), those encumbrances or restrictions (A) contained in any Loan Document, (B) transfer restrictions contained in any other agreement relating that evidences unsecured Indebtedness containing encumbrances or restrictions on the actions described above that are substantially similar to the sale of a Subsidiary or assets pending such sale or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume or permit or suffer to exist under Section 9.2.(a); provided that those contained in the case of this clause Loan Documents, (B)C) contained in organizational documents of, the restrictions apply or other agreements governing an Investment in, or Indebtedness incurred by, any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent applicable to the Equity Interest in such Subsidiary or Unconsolidated Affiliate or the assets that are the subject of such Subsidiary or Unconsolidated Affiliate) or (D) obligations restricting the sale or Lien, as the case may be. Notwithstanding anything other transfer of assets pursuant to the contrary in the foregoing, the restrictions in this Section shall not apply to any provision of any Guaranty “tax protection” (or similar) agreements entered into by with limited partners or members of the Borrower, any other Loan Party OP or of any other Subsidiary relating to of the Indebtedness of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, other Loan Party or any other Subsidiary to payment from such Subsidiary to the payment in full of such IndebtednessREIT Entity.
Appears in 1 contract
Samples: Term Loan Agreement (Washington Real Estate Investment Trust)
Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any other Loan Party Party, the Parent or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any SubsidiarySubsidiary of the Borrower; (b) pay any Indebtedness owed to the Borrower or any SubsidiarySubsidiary of the Borrower; (c) make loans or advances to the Borrower or any SubsidiarySubsidiary of the Borrower; or (d) transfer any of its property or assets to the Borrower or any SubsidiarySubsidiary of the Borrower; other than (i) with respect to clauses (a) through (d) ), those encumbrances or restrictions contained in (A) contained in any Loan Document, (B) contained in any other agreement evidencing that evidences Unsecured Indebtedness that the Borrower, any other Loan Party any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement which contains restrictions and containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, to or less not more restrictive than, than those restrictions contained in the encumbrances and restrictions set forth in Section 9.1.(ig) and Section 9.4. of this Agreement and Section 13 of the Guaranty and Loan Documents or (C) the contained in organizational documents of, or other agreements binding on governing an Investment in, any Excluded Subsidiary, Unconsolidated Affiliate or applicable to any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any applicable to the Equity Interest in such Subsidiary or Unconsolidated Affiliate (or any direct or indirect owner of such Equity Interest on account of such ownership) or the property or assets of such SubsidiarySubsidiary or Unconsolidated Affiliate), and (ii) with respect to clause (d), (A) customary provisions restricting assignment of any agreement entered into by the Parent, the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business or (B) transfer restrictions in any agreement relating to the sale of a Subsidiary or assets pending such sale where the transfer restriction applies only to the Subsidiary or the assets that are the subject of such sale or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume assume, or permit or suffer to exist under Section 9.2.(a); provided that in the case of this clause (B), the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be. Notwithstanding anything to the contrary in the foregoing, the restrictions in this Section shall not apply to any provision of any Guaranty entered into by the Borrower, any other Loan Party or any other Subsidiary relating to the Indebtedness of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, any other Loan Party or any other Subsidiary to payment from such Subsidiary to the payment in full of such Indebtedness.
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Restrictions on Intercompany Transfers. The Parent and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through (d) ), those encumbrances or restrictions contained in (A) any Loan Document, (B) any other agreement evidencing Unsecured Indebtedness that the BorrowerExisting Credit Agreement, any other Loan Party any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, the encumbrances and restrictions set forth in Section 9.1.(ig) and Section 9.4. of this Agreement and Section 13 of the Guaranty and (C) the Xxxxx Fargo Term Loan Agreement, (D) any other agreement (in addition to the Existing Credit Agreement and the Xxxxx Fargo Term Loan Agreement) that evidences unsecured Indebtedness containing encumbrances or restrictions on the actions described above that are substantially similar to those contained in the Loan Documents, (E) the organizational documents of any Excluded Subsidiary, Unconsolidated Affiliate or other agreements binding on or applicable to any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any applicable to the Equity Interest in such Subsidiary or Unconsolidated Affiliate or the property or assets of such SubsidiarySubsidiary or Unconsolidated Affiliate), and or (ii) with respect to clause (d), (A) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business or (B) transfer restrictions contained in any agreement relating to the sale of a Subsidiary (other than the Borrower) or the assets of a Subsidiary pending such sale sale, or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume assume, or permit or suffer to exist under Section 9.2.(a); , provided that in the case of this clause (B)any such case, the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be. Notwithstanding anything to the contrary in the foregoing, the restrictions in this Section shall not apply to any provision be or (B) customary provisions restricting assignment of any Guaranty agreement entered into by the Parent, the Borrower, any other Loan Party or any other Subsidiary relating to in the Indebtedness ordinary course of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, other Loan Party or any other Subsidiary to payment from such Subsidiary to the payment in full of such Indebtednessbusiness.
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Restrictions on Intercompany Transfers. The Parent and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through (d) ), those encumbrances or restrictions contained in (A) any Loan Document, (B) any other agreement evidencing Unsecured Indebtedness that the BorrowerExisting Credit Agreement, any other Loan Party any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, the encumbrances and restrictions set forth in Section 9.1.(ig) and Section 9.4. of this Agreement and Section 13 of the Guaranty and (C) the Existing Term Loan Agreement, (D) any other agreement (in addition to the Existing Credit Agreement and the Existing Term Loan Agreement) that evidences unsecured Indebtedness containing encumbrances or restrictions on the actions described above that are substantially similar to those contained in the Loan Documents, (E) the organizational documents of any Excluded Subsidiary, Unconsolidated Affiliate or other agreements binding on or applicable to any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any applicable to the Equity Interest in such Subsidiary or Unconsolidated Affiliate or the property or assets of such SubsidiarySubsidiary or Unconsolidated Affiliate), and or (ii) with respect to clause (d), (A) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business or (B) transfer restrictions contained in any agreement relating to the sale of a Subsidiary (other than the Borrower) or the assets of a Subsidiary pending such sale sale, or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume assume, or permit or suffer to exist under Section 9.2.(a); , provided that in the case of this clause (B)any such case, the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be. Notwithstanding anything to the contrary in the foregoing, the restrictions in this Section shall not apply to any provision be or (B) customary provisions restricting assignment of any Guaranty agreement entered into by the Parent, the Borrower, any other Loan Party or any other Subsidiary relating to in the Indebtedness ordinary course of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, other Loan Party or any other Subsidiary to payment from such Subsidiary to the payment in full of such Indebtednessbusiness.
Appears in 1 contract
Samples: Assignment and Assumption Agreement (Parkway Properties Inc)
Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded SubsidiaryXxxxxx REIT) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary Loan Party (other than an Excluded SubsidiaryXxxxxx REIT) to: (a) pay dividends or make any other distribution on any of such SubsidiaryLoan Party’s capital stock or other equity interests directly or indirectly owned by the Borrower or (other than any Subsidiaryrestrictions contained in the Borrower LP Agreement); (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than than, in each case, (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained in (A) any Loan Document, (Bii) restrictions and conditions imposed by Applicable Law, (iii) customary restrictions and conditions contained in agreements relating to the sale of such Loan Party or any Property owned by such Loan Party (to the extent such sale is permitted hereunder), (iv) customary restrictions and conditions contained in agreements relating to the acquisition of any Property (to the extent such acquisition is not prohibited under this Agreement), (v) customary restrictions governing any purchase money Liens permitted hereby covering only the property subject to such Lien, (vi) those restrictions contained in any other agreement evidencing that evidences Unsecured Indebtedness that Indebtedness, which restrictions on the Borrower, any other Loan Party any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness actions described above that are either substantially similar to, or less not materially more restrictive than, those contained in the encumbrances and Loan Documents, (vii) customary restrictions set forth contained in Section 9.1.(ig) and Section 9.4. of this Agreement and Section 13 of the Guaranty and (C) the organizational documents or other agreements binding on or applicable to of any Subsidiary that is not a Wholly Wholly-Owned Subsidiary (but only to the extent such encumbrance or restriction covers any applicable to the Equity Interest in such Subsidiary or the property or assets of such Subsidiary), ) and (iiviii) with respect to clause (d)) only, (A) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business or business, (B) restrictions on the ability of any Loan Party or any Subsidiary to transfer, directly or indirectly, Equity Interests (and beneficial interest therein) in any Excluded Subsidiary pursuant to the terms of any Secured Indebtedness of such Excluded Subsidiary, (C) customary restrictions on transfer contained in leases applicable only to the property subject to such lease, (D) customary non-assignment provisions or other customary restrictions on transfer arising under licenses and other contracts entered into in the ordinary course of business; provided, that such restrictions are limited to assets subject to such licenses and contracts and (E) restrictions on transfer contained in any agreement relating to the sale of a Subsidiary or assets pending such sale or relating to evidencing Secured Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume assume, or permit or suffer to exist under Section 9.2.(a)this Agreement; provided that in the case of this clause (B)any such case, the restrictions apply only to the Subsidiary or the assets that are the subject of encumbered by such sale or Lien, as the case may be. Notwithstanding anything to the contrary in the foregoing, the restrictions in this Section shall not apply to any provision of any Guaranty entered into by the Borrower, any other Loan Party or any other Subsidiary relating to the Indebtedness of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, other Loan Party or any other Subsidiary to payment from such Subsidiary to the payment in full of such Indebtedness.
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Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained in (A) contained in any Loan Document, or (B) contained in any other agreement evidencing that evidences Unsecured Indebtedness containing encumbrances or restrictions on the actions described above that are not more restrictive than those contained in the BorrowerLoan Documents, any other Loan Party any other Subsidiary may create(ii) with respect to clauses (c) and (d), incur, assume or permit or suffer to exist under this Agreement and containing those encumbrances and restrictions imposed contained in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, the encumbrances and restrictions set forth in Section 9.1.(ig) and Section 9.4. of this Agreement and Section 13 of the Guaranty and (C) the organizational documents of, or other agreements binding on governing an investment in, any Excluded Subsidiary, Unconsolidated Affiliate or applicable to any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any applicable to the Equity Interest in such Subsidiary or Unconsolidated Affiliate (or any direct or indirect owner of such Equity Interest on account of such ownership) or the property or assets of such SubsidiarySubsidiary or Unconsolidated Affiliate), and or (iiiii) with respect to clause (d), (A) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business or (B) transfer restrictions contained in any agreement relating to the sale of a Subsidiary (other than the Borrower) or the assets of a Subsidiary pending such sale sale, or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume assume, or permit or suffer to exist under Section 9.2.(a10.2(a); provided that in the case of this clause (B)any such case, the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be, (B) customary provisions restricting assignment of any agreement entered into by the Parent, the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business or (C) Permitted Transfer Restrictions. Notwithstanding anything to the contrary in the foregoing, the restrictions in this Section shall not apply to any provision of any Guaranty entered into by the Borrower, any other Loan Party or any other Subsidiary relating to Guarantee the Indebtedness of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of the Borrower, such other Loan Party Party, or any such other Subsidiary to payment from such Subsidiary to the payment in full of the Indebtedness Guaranteed pursuant to the terms of such IndebtednessGuaranty.
Appears in 1 contract
Samples: Revolving Credit Agreement (Ps Business Parks, Inc./Md)
Restrictions on Intercompany Transfers. The Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Parent, the Borrower or any Subsidiary; (c) make loans or advances to the Parent, the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Parent, the Borrower or any Subsidiary (other than the direct or indirect transfer of Equity Interests in any Excluded Subsidiary); other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained in (A) contained in any Loan Document, or (B) contained in any other agreement evidencing that evidences Unsecured Indebtedness containing encumbrances or restrictions on the actions described above that are not more restrictive than those contained in the BorrowerLoan Documents, any other Loan Party any other Subsidiary may create(ii) with respect to clauses (c) and (d), incur, assume or permit or suffer to exist under this Agreement and containing those encumbrances and restrictions imposed contained in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, the encumbrances and restrictions set forth in Section 9.1.(ig) and Section 9.4. of this Agreement and Section 13 of the Guaranty and (C) the organizational documents of, or other agreements binding on governing an Investment in, any Excluded Subsidiary, Unconsolidated Affiliate or applicable to any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any applicable to the Equity Interest in such Subsidiary or Unconsolidated Affiliate (or any direct or indirect owner of such Equity Interest on account of such ownership) or the property or assets of such SubsidiarySubsidiary or Unconsolidated Affiliate), and or (iiiii) with respect to clause (d), (A) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business or (B) transfer restrictions contained in any agreement relating to the sale of a Subsidiary (other than the Borrower) or the assets of a Subsidiary pending such sale sale, or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume assume, or permit or suffer to exist under Section 9.2.(a); provided that in the case of this clause (B), the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be. Notwithstanding anything to the contrary in the foregoing, the restrictions in this Section shall not apply to any provision of any Guaranty entered into by the Borrower, any other Loan Party or any other Subsidiary relating to the Indebtedness of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, other Loan Party or any other Subsidiary to payment from such Subsidiary to the payment in full of such Indebtedness.under
Appears in 1 contract
Restrictions on Intercompany Transfers. The Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Parent, the Borrower or any Subsidiary; (c) make loans or advances to the Parent, the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Parent, the Borrower or any Subsidiary (other than the direct or indirect transfer of Equity Interests in any Excluded Subsidiary); other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained in (A) contained in any Loan Document, or (B) contained in any other agreement evidencing that evidences Unsecured Indebtedness containing encumbrances or restrictions on the actions described above that are not more restrictive than those contained in the BorrowerLoan Documents, any other Loan Party any other Subsidiary may create(ii) with respect to clauses (c) and (d), incur, assume or permit or suffer to exist under this Agreement and containing those encumbrances and restrictions imposed contained in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, the encumbrances and restrictions set forth in Section 9.1.(ig) and Section 9.4. of this Agreement and Section 13 of the Guaranty and (C) the organizational documents of, or other agreements binding on governing an Investment in, any Excluded Subsidiary, Unconsolidated Affiliate or applicable to any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any applicable to the Equity Interest in such Subsidiary or Unconsolidated Affiliate (or any direct or indirect owner of such Equity Interest on account of such ownership) or the property or assets of such SubsidiarySubsidiary or Unconsolidated Affiliate), and or (iiiii) with respect to clause (d), (A) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business or (B) transfer restrictions contained in any agreement relating to the sale of a Subsidiary (other than the Borrower) or the assets of a Subsidiary pending such sale sale, or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume assume, or permit or suffer to exist under Section 9.2.(a9.2(a); provided that in the case of this clause (B)any such case, the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be, (B) customary provisions restricting assignment of any agreement entered into by the Parent, the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business or (C) Permitted Transfer Restrictions. Notwithstanding anything to the contrary in the foregoing, the restrictions in this Section shall not apply to any provision of any Guaranty entered into by the Borrower, any other Loan Party or any other Subsidiary relating to Guarantee the Indebtedness of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of the Borrower, such other Loan Party Party, or any such other Subsidiary to payment from such Subsidiary to the payment in full of the Indebtedness Guaranteed pursuant to the terms of such IndebtednessGuaranty.
Appears in 1 contract
Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests Equity Interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any other Subsidiary; other than provided that this Section shall not apply to: (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained in (A) any Loan Document, (B) any other agreement evidencing Unsecured Indebtedness that the Borrower, any other Loan Party any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, the encumbrances and restrictions set forth in Section 9.1.(ig) and Section 9.4. of this Agreement and Section 13 of the Guaranty and (C) the organizational documents or other agreements binding on or applicable to any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), and (ii) with respect to clause (d), (A) restrictions contained in any agreement relating to the sale of assets pending sale, or relating to Indebtedness secured by a Lien on assets which Indebtedness the Borrower or a Subsidiary, as applicable, is not prohibited from creating, incurring, assuming, or permitting or suffering to exist by the Loan Documents; provided that in any such case, the restrictions apply only to the assets that are the subject of such sale or Lien, as the case may be or (B) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business and (ii) with respect to clauses (a) through (d), those encumbrances or restrictions (A) contained in any Loan Document, (B) transfer restrictions contained in any other agreement relating that evidences unsecured Indebtedness containing encumbrances or restrictions on the actions described above that are substantially similar to the sale of a Subsidiary or assets pending such sale or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume or permit or suffer to exist under Section 9.2.(a); provided that those contained in the case of this clause Loan Documents, (B)C) contained in organizational documents of, the restrictions apply or other agreements governing an Investment in, or Indebtedness incurred by, any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent applicable to the Equity Interest in such Subsidiary or Unconsolidated Affiliate or the assets that are the subject of such Subsidiary or Unconsolidated Affiliate) or (D) obligations restricting the sale or Lien, as the case may be. Notwithstanding anything other transfer of assets pursuant to the contrary in the foregoing, the restrictions in this Section shall not apply to any provision of any Guaranty “tax protection” (or similar) agreements entered into by with limited partners or members of the Borrower, any other Loan Party OP or of any other Subsidiary relating to of the Indebtedness of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, other Loan Party or any other Subsidiary to payment from such Subsidiary to the payment in full of such IndebtednessREIT Entity. Section 9.4.
Appears in 1 contract
Samples: Credit Agreement (Washington Real Estate Investment Trust)
Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than (i) a Warehouse Entity following securitization pursuant to the terms of the securitization documents or (ii) an Excluded Subsidiary) toSubsidiary holding title assets subject to Secured Indebtedness pursuant to the terms of the Secured Indebtedness documents), to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such [Signature Page to Spirit Revolving Credit and Term Loan Agreement] Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions (x) contained in (A) any Loan Document, Document or (By) contained in any other agreement evidencing that evidences Unsecured Indebtedness that the Borrower, any other Loan Party any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and containing encumbrances and or restrictions imposed in connection with such Unsecured Indebtedness on the actions described above that are either substantially similar to, to or less restrictive thanthan those contained in the Loan Documents or, the encumbrances and restrictions set forth in Section 9.1.(ig) and Section 9.4. of this Agreement and Section 13 of the Guaranty and (C) the organizational documents or other agreements binding on or applicable to any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), and (ii) with respect to clause (d), (Ax) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business or (B) transfer restrictions contained in any agreement relating to the sale of a Subsidiary (other than the Borrower) or the assets of a Subsidiary pending such sale sale, or relating to Secured Indebtedness secured by a Lien on assets that Spirit REIT, the Borrower Borrower, any other Loan Party or a any other Subsidiary may create, incur, assume assume, or permit or suffer to exist under Section 9.2.(a)and as permitted by the Loan Documents; provided that in the case of this clause (B)any such case, the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be. Notwithstanding anything to the contrary in the foregoing, the restrictions in this Section shall not apply to any provision be or (y) customary provisions restricting assignment of any Guaranty agreement entered into by Spirit REIT, the Borrower, any other Loan Party or any other Subsidiary relating to in the Indebtedness ordinary course of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, other Loan Party or any other Subsidiary to payment from such Subsidiary to the payment in full of such Indebtednessbusiness.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Spirit Realty, L.P.)
Restrictions on Intercompany Transfers. The Parent and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary (other than the direct or indirect transfer of Equity Interests in any Excluded Subsidiary); other than (i) with respect to clauses (a) through (d) ), those encumbrances or restrictions contained in (A) any Loan Document, (B) any other agreement evidencing Unsecured Indebtedness that the BorrowerExisting Credit Agreement, any other Loan Party any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, the encumbrances and restrictions set forth in Section 9.1.(ig) and Section 9.4. of this Agreement and Section 13 of the Guaranty and (C) the Existing Term Loan Agreement, (D) any other agreement (in addition to the Existing Credit Agreement and the Existing Term Loan Agreement) that evidences unsecured Indebtedness containing encumbrances or restrictions on the actions described above that are substantially similar to those contained in the Loan Documents, (E) the organizational documents of any Excluded Subsidiary, Unconsolidated Affiliate or other agreements binding on or applicable to any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any applicable to the Equity Interest in such Subsidiary or Unconsolidated Affiliate (or any direct or indirect owner of such Equity Interest on account of such ownership) or the property or assets of such SubsidiarySubsidiary or Unconsolidated Affiliate), and or (ii) with respect to clause (d), (A) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business or (B) transfer restrictions contained in any agreement relating to the sale of a Subsidiary (other than the Borrower) or the assets of a Subsidiary pending such sale sale, or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume assume, or permit or suffer to exist under Section 9.2.(a); , provided that in the case of this clause (B)any such case, the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be. Notwithstanding anything to the contrary in the foregoing, the restrictions in this Section shall not apply to any provision be or (B) customary provisions restricting assignment of any Guaranty agreement entered into by the Parent, the Borrower, any other Loan Party or any other Subsidiary relating to in the Indebtedness ordinary course of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, other Loan Party or any other Subsidiary to payment from such Subsidiary to the payment in full of such Indebtednessbusiness.
Appears in 1 contract
Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than (i) a Warehouse Entity following securitization pursuant to the terms of the securitization documents or (ii) an Excluded Subsidiary) toSubsidiary holding title assets subject to Secured Indebtedness pursuant to the terms of the Secured Indebtedness documents), to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions (x) contained in (A) any Loan Document, Document or (By) contained in any other agreement evidencing that evidences Unsecured Indebtedness that the Borrower, any other Loan Party any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and containing encumbrances and or restrictions imposed in connection with such Unsecured Indebtedness on the actions described above that are either substantially similar to, to or less restrictive thanthan those contained in the Loan Documents or, the encumbrances and restrictions set forth in Section 9.1.(ig) and Section 9.4. of this Agreement and Section 13 of the Guaranty and (C) the organizational documents or other agreements binding on or applicable to any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), and (ii) with respect to clause (d), (Ax) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business or (B) transfer restrictions contained in any agreement relating to the sale of a Subsidiary (other than the Borrower) or the assets of a Subsidiary pending such sale sale, or relating to Secured Indebtedness secured by a Lien on assets that Spirit REIT, the Borrower Borrower, any other Loan Party or a any other Subsidiary may create, incur, assume assume, or permit or suffer to exist under Section 9.2.(a)and as permitted by the Loan Documents; provided that in the case of this clause (B)any such case, the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be. Notwithstanding anything to the contrary in the foregoing, the restrictions in this Section shall not apply to any provision be or (y) customary provisions 92 restricting assignment of any Guaranty agreement entered into by Spirit REIT, the Borrower, any other Loan Party or any other Subsidiary relating to in the Indebtedness ordinary course of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, other Loan Party or any other Subsidiary to payment from such Subsidiary to the payment in full of such Indebtednessbusiness.
Appears in 1 contract
Restrictions on Intercompany Transfers. The Parent and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary (other than the direct or indirect transfer of Equity Interests in any Excluded Subsidiary); other than (i) with respect to clauses (a) through (d) ), those encumbrances or restrictions contained in (A) any Loan Document, (B) any other agreement evidencing Unsecured Indebtedness that the BorrowerTerm Loan Agreement, any other Loan Party any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, the encumbrances and restrictions set forth in Section 9.1.(ig) and Section 9.4. of this Agreement and Section 13 of the Guaranty and (C) the Xxxxx Fargo Term Loan Agreement, (D) any other agreement (in addition to the Term Loan Agreement and the Xxxxx Fargo Term Loan Agreement) that evidences unsecured Indebtedness containing encumbrances or restrictions on the actions described above that are substantially similar to those contained in the Loan Documents, (E) the organizational documents of any Excluded Subsidiary, Unconsolidated Affiliate or other agreements binding on or applicable to any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any applicable to the Equity Interest in such Subsidiary or Unconsolidated Affiliate (or any direct or indirect owner of such Equity Interest on account of such ownership) or the property or assets of such SubsidiarySubsidiary or Unconsolidated Affiliate), and or (ii) with respect to clause (d), (A) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business or (B) transfer restrictions contained in any agreement relating to the sale of a Subsidiary (other than the Borrower) or the assets of a Subsidiary pending such sale sale, or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume assume, or permit or suffer to exist under Section 9.2.(a); , provided that in the case of this clause (B)any such case, the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be. Notwithstanding anything to the contrary in the foregoing, the restrictions in this Section shall not apply to any provision be or (B) customary provisions restricting assignment of any Guaranty agreement entered into by the Parent, the Borrower, any other Loan Party or any other Subsidiary relating to in the Indebtedness ordinary course of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, other Loan Party or any other Subsidiary to payment from such Subsidiary to the payment in full of such Indebtednessbusiness.
Appears in 1 contract
Restrictions on Intercompany Transfers. The Parent and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through (d) ), those encumbrances or restrictions contained in (A) any Loan Document, (B) any other agreement evidencing Unsecured Indebtedness that the BorrowerTerm Loan Agreement, any other Loan Party any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, the encumbrances and restrictions set forth in Section 9.1.(ig) and Section 9.4. of this Agreement and Section 13 of the Guaranty and (C) the Xxxxx Fargo Term Loan Agreement, (D) any other agreement (in addition to the Term Loan Agreement and the Xxxxx Fargo Term Loan Agreement) that evidences unsecured Indebtedness containing encumbrances or restrictions on the actions described above that are substantially similar to those contained in the Loan Documents, (E) the organizational documents of any Excluded Subsidiary, Unconsolidated Affiliate or other agreements binding on or applicable to any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any applicable to the Equity Interest in such Subsidiary or Unconsolidated Affiliate or the property or assets of such SubsidiarySubsidiary or Unconsolidated Affiliate), and or (ii) with respect to clause (d), (A) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business or (B) transfer restrictions contained in any agreement relating to the sale of a Subsidiary (other than the Borrower) or the assets of a Subsidiary pending such sale sale, or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume assume, or permit or suffer to exist under Section 9.2.(a); , provided that in the case of this clause (B)any such case, the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be. Notwithstanding anything to the contrary in the foregoing, the restrictions in this Section shall not apply to any provision be or (B) customary provisions restricting assignment of any Guaranty agreement entered into by the Parent, the Borrower, any other Loan Party or any other Subsidiary relating to in the Indebtedness ordinary course of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, other Loan Party or any other Subsidiary to payment from such Subsidiary to the payment in full of such Indebtednessbusiness.
Appears in 1 contract
Restrictions on Intercompany Transfers. The Parent and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) of the Parent to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiarythe Borrower) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any SubsidiarySubsidiary of the Parent; (b) pay any Indebtedness owed to the Parent, the Borrower or any SubsidiarySubsidiary of the Parent; (c) make loans or advances to the Parent, the Borrower or any SubsidiarySubsidiary of the Parent; or (d) transfer any of its property or assets to the Parent, the Borrower or any SubsidiarySubsidiary of the Parent; other than encumbrances or restrictions (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained in (A) any Loan Document, (B) any other agreement evidencing Unsecured Indebtedness that the Borrower, any other Loan Party any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, the encumbrances and restrictions set forth in Section 9.1.(ig) and Section 9.4. of this Agreement and Section 13 of the Guaranty and (C) the organizational documents or other agreements binding on or applicable to any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), and Loan Documents; (ii) with respect to clause existing on the Agreement Date and identified on Schedule 10.3; (d), (Aiii) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party contained in a Mortgage or any Subsidiary in the ordinary course of business document, instrument or agreement relating to a Mortgage; (Biv) transfer restrictions in any agreement relating to the sale of a Subsidiary or assets pending such sale or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may createextent such sale is not prohibited under the Loan Documents, incur, assume or permit or suffer to exist under Section 9.2.(a); provided that in the case of this clause (B)any such case, the restrictions apply such encumbrance or restriction applies only to the Subsidiary or the assets that are the subject of such sale sale; (v) existing pursuant to Applicable Law; (vi) consisting of customary prohibitions restricting subletting or Lienassignment of any lease governing a leasehold interest of Parent, as the case may be. Notwithstanding anything Borrower or any Subsidiary of the Parent; (vii) consisting of joint venture agreements or other similar arrangements if such provisions apply only to the contrary Person (and the Equity Interests in such Person) that is the subject thereof; (viii) prohibiting the payment of dividends or the making of other distributions with respect to Equity Interests of a Person other than on a pro rata basis; (ix) customarily contained in agreements relating to any acquisition or other investment that is otherwise permitted under this Agreement; (x) consisting of any agreement in effect at the time a Person becomes a Subsidiary of the Parent, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary of the Parent, which encumbrance or restriction is not applicable to the properties or assets of any Loan Party or other Subsidiary of the Parent; and (xi) relating to amendments, refinancings, extensions and renewals of any of the foregoing, the restrictions in this Section shall not apply to any provision of any Guaranty entered into by the Borrower, any other Loan Party or any other Subsidiary relating to the Indebtedness of any Subsidiary permitted extent otherwise not prohibited, provided, that such amendments, refinancings, extensions and renewals are, taken as a whole, no more materially restrictive with respect to be incurred hereundersuch prohibitions and limitations than those prior to such amendment, which provision subordinates any rights of Borrowerrefinancing, other Loan Party extension or any other Subsidiary to payment from such Subsidiary to the payment in full of such Indebtednessrenewal.
Appears in 1 contract
Samples: Credit Agreement (VEREIT Operating Partnership, L.P.)
Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained in (A) any Loan Document, (B) any other agreement evidencing Unsecured Indebtedness that the Borrower, any other Loan Party any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, the encumbrances and restrictions set forth in Section 9.1.(ig9.1.(f) and Section 9.4. of this Agreement and Section 13 of the Guaranty and (C) the organizational documents or other agreements binding on or applicable to any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such SubsidiarySubsidiary or any Subsidiary thereof), and (ii) with respect to clause (d), (A) customary provisions restricting assignment or transfer of any agreement or license entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business or (B) transfer restrictions in any agreement relating to the sale of a Subsidiary or assets pending such sale or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume or permit or suffer to exist under Section 9.2.(a); provided that in the case of this clause (B), the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be. Notwithstanding anything to the contrary in the foregoing, the restrictions in this Section shall not apply to any provision of any Guaranty entered into by the Borrower, any other Loan Party or any other Subsidiary relating to the Indebtedness of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, other Loan Party or any other Subsidiary to payment from such Subsidiary to the payment in full of such Indebtedness.
Appears in 1 contract
Samples: Credit Agreement (Government Properties Income Trust)
Restrictions on Intercompany Transfers. The Parent Guarantor and the Borrower shall not, and shall not permit any other Loan Party or any other Non-Loan Party BB Property Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent Guarantor, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent Guarantor, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent Guarantor, the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through – (d) those encumbrances or restrictions contained in (A) contained in any Loan Document, Transferred Mortgage or the 2021 HY Debt, (B) contained in any agreements relating to the sale of a Subsidiary (other agreement evidencing Unsecured than the Borrower) or the assets of such Subsidiary pending such sale, or relating to Indebtedness secured by a Lien on assets that the Borrower, any other Loan Party any other Borrower or such Subsidiary may create, incur, assume assume, or permit or suffer to exist under this Agreement and containing encumbrances and restrictions imposed Section 10.2, provided that in connection with any such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, case the encumbrances and restrictions set forth in Section 9.1.(ig) and Section 9.4. apply only to the Subsidiary or the assets that are the subject of this Agreement and Section 13 of such sale or Lien, as the Guaranty and case may be, (C) contained in the organizational documents or other agreements binding on or applicable to any Excluded Subsidiary or any Subsidiary that is not a Wholly Wholly-Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), (D) imposed by Applicable Law, (E) contained in an agreement that governs an Investment in an Unconsolidated Affiliate (but only to the extent such encumbrance or restriction applies to any Equity Interest in such Unconsolidated Affiliate), (F) those encumbrances or restrictions contained in any agreement that evidences Unsecured Indebtedness containing encumbrances or restrictions on the actions described above that are substantially similar to, or, taken as a whole, not more restrictive in any material respect than, those contained in either the Loan Documents or the 2021 HY Debt (in each case, as determined in good faith by the Parent Guarantor and the Borrower) (it being understood that Unsecured Indebtedness that satisfies the requirements of this clause (F) with respect to only the Loan Documents or only the 2021 HY Debt shall comply with this clause (F)) or (G) Permitted Transfer Restrictions, and (ii) with respect to clause (d), (A) customary provisions restricting assignment of any agreement entered into by the BorrowerParent Guarantor, any other Loan Party or any Subsidiary in the ordinary course of business or (B) transfer restrictions in any agreement relating to the sale of a Subsidiary or assets pending such sale or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume or permit or suffer to exist under Section 9.2.(a); provided that in the case of this clause (B), the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be. Notwithstanding anything to the contrary in the foregoing, the restrictions in this Section shall not apply to any provision of any Guaranty entered into by the Borrower, any other Loan Party or any other Subsidiary relating to of their Subsidiaries in the Indebtedness ordinary course of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, other Loan Party or any other Subsidiary to payment from such Subsidiary to the payment in full of such Indebtednessbusiness.
Appears in 1 contract
Samples: Credit Agreement (RLJ Lodging Trust)
Restrictions on Intercompany Transfers. The Parent Guarantor and the Borrower shall not, and shall not permit any other Loan Party or any other Non-Loan Party BB Property Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent Guarantor, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent Guarantor, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent Guarantor, the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through — (d) those encumbrances or restrictions contained in (A) contained in any Loan Document, (B) contained in any agreements relating to the sale of a Subsidiary (other agreement evidencing Unsecured than the Borrower) or the assets of such Subsidiary pending such sale, or relating to Indebtedness secured by a Lien on assets that the Borrower, any other Loan Party any other Borrower or such Subsidiary may create, incur, assume assume, or permit or suffer to exist under this Agreement and containing encumbrances and restrictions imposed Section 10.2.(a)(i), provided that in connection with any such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, case the encumbrances and restrictions set forth in Section 9.1.(ig) and Section 9.4. apply only to the Subsidiary or the assets that are the subject of this Agreement and Section 13 of such sale or Lien, as the Guaranty and case may be, (C) contained in the organizational documents or other agreements binding on or applicable to any Excluded Subsidiary or any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), (D) imposed by Applicable Law, or (E) contained in an agreement that governs an Investment in an Unconsolidated Affiliate (but only to the extent such encumbrance or restriction applies to any Equity Interest in such Unconsolidated Affiliate), (F) those encumbrances or restrictions contained in any agreement that evidences Unsecured Indebtedness containing encumbrances or restrictions on the actions described above that are substantially similar to, or, taken as a whole, not more restrictive than, those contained in the Loan Documents (as determined in good faith by the Parent Guarantor and the Borrower) (including, without limitation, the Revolving Credit Agreement and the Capital One Term Loan Agreement) or (G) Permitted Transfer Restrictions, and (ii) with respect to clause (d), (A) customary provisions restricting assignment of any agreement entered into by the BorrowerParent Guarantor, any other Loan Party or any Subsidiary in the ordinary course of business or (B) transfer restrictions in any agreement relating to the sale of a Subsidiary or assets pending such sale or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume or permit or suffer to exist under Section 9.2.(a); provided that in the case of this clause (B), the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be. Notwithstanding anything to the contrary in the foregoing, the restrictions in this Section shall not apply to any provision of any Guaranty entered into by the Borrower, any other Loan Party or any other Subsidiary relating to of their Subsidiaries in the Indebtedness ordinary course of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, other Loan Party or any other Subsidiary to payment from such Subsidiary to the payment in full of such Indebtednessbusiness.
Appears in 1 contract
Restrictions on Intercompany Transfers. The Parent and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary (other than the direct or indirect transfer of Equity Interests in any Excluded Subsidiary); other than (i) with respect to clauses (a) through (d) ), those encumbrances or restrictions contained in (A) any Loan Document, (B) any other agreement evidencing Unsecured Indebtedness that the BorrowerExisting Credit Agreement, any other Loan Party any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, the encumbrances and restrictions set forth in Section 9.1.(ig) and Section 9.4. of this Agreement and Section 13 of the Guaranty and (C) the Xxxxx Fargo Term Loan Agreement, (D) any other agreement (in addition to the Existing Credit Agreement and the Xxxxx Fargo Term Loan Agreement) that evidences unsecured Indebtedness containing encumbrances or restrictions on the actions described above that are substantially similar to those contained in the Loan Documents, (E) the organizational documents of any Excluded Subsidiary, Unconsolidated Affiliate or other agreements binding on or applicable to any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any applicable to the Equity Interest in such Subsidiary or Unconsolidated Affiliate (or any direct or indirect owner of such Equity Interest on account of such ownership) or the property or assets of such SubsidiarySubsidiary or Unconsolidated Affiliate), and or (ii) with respect to clause (d), (A) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business or (B) transfer restrictions contained in any agreement relating to the sale of a Subsidiary (other than the Borrower) or the assets of a Subsidiary pending such sale sale, or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume assume, or permit or suffer to exist under Section 9.2.(a); , provided that in the case of this clause (B)any such case, the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be. Notwithstanding anything to the contrary in the foregoing, the restrictions in this Section shall not apply to any provision be or (B) customary provisions restricting assignment of any Guaranty agreement entered into by the Parent, the Borrower, any other Loan Party or any other Subsidiary relating to in the Indebtedness ordinary course of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, other Loan Party or any other Subsidiary to payment from such Subsidiary to the payment in full of such Indebtednessbusiness.
Appears in 1 contract
Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) Guarantor to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) such Loan Party to: (ai) pay dividends or make any other distribution on any of such SubsidiaryLoan Party’s capital stock or other equity interests owned by the Borrower or any SubsidiarySubsidiary Guarantor; (bii) pay any Indebtedness owed to the Borrower or any Subsidiary; (ciii) make loans or advances to the Borrower or any SubsidiarySubsidiary Guarantor; or (div) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d) those Subsidiary Guarantor, except for any such encumbrances or restrictions contained in (A) any Loan Document, (B) any other agreement evidencing Unsecured Indebtedness that the Borrower, any other Loan Party any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, the encumbrances and restrictions set forth in Section 9.1.(ig) and Section 9.4. of this Agreement and Section 13 of the Guaranty and (C) the organizational documents or other agreements binding on or applicable to any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), and (ii) with respect to clause (d)restrictions, (A) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary contained in the ordinary course of business or (B) transfer restrictions in any agreement agreements relating to the sale of a Subsidiary Guarantor or assets pending such sale sale, or relating to Indebtedness secured by a Lien on assets that the Borrower or a such Subsidiary Guarantor may create, incur, assume assume, or permit or suffer to exist under without breaching Section 9.1. and 9.2.(a); , provided that in any such case the case of this clause (B), the encumbrances and restrictions apply only to the Subsidiary Guarantor or the assets that are the subject of such sale or Lien, as the case may be. Notwithstanding anything , (B) set forth in the organizational documents or other agreements binding on or applicable to any Subsidiary Guarantor (but only to the contrary extent such encumbrance or restriction covers any Equity Interest in such Subsidiary Guarantor or the property or assets of such Subsidiary Guarantor), (C) contained in an agreement that governs an Investment in an Unconsolidated Affiliate (but only to the extent such encumbrance or restriction covers any Equity Interest in such Unconsolidated Affiliate) or (D) contained in the foregoingagreements described on Schedule 9.3 to this Agreement and any renewals, the restrictions in this Section shall not apply to any provision extensions, refinancings, or replacements of any Guaranty entered into by the Borrower, any other Loan Party or any other Subsidiary relating to the Indebtedness of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, other Loan Party or any other Subsidiary to payment from such Subsidiary to the payment in full of such Indebtednessagreements.
Appears in 1 contract
Restrictions on Intercompany Transfers. The Other than as expressly set forth in this Agreement, the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) that directly or indirectly owns any Unencumbered Asset to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Borrower or any other Subsidiary; (c) make loans or advances to the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through (d), (1) those encumbrances or restrictions (x) contained in (A) any Loan Document, (By) existing by reason of Applicable Law or (z) contained in any other agreement evidencing Unsecured Indebtedness that the Borrower, any other Unencumbered Asset Documents and running in favor of a Loan Party or any other Subsidiary may createagent for the benefit of a Loan Party, incur, assume or permit or suffer to exist under this Agreement and containing encumbrances and (2) customary restrictions imposed contained in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, the encumbrances and restrictions set forth in Section 9.1.(ig) and Section 9.4. of this Agreement and Section 13 of the Guaranty and (C) the organizational documents or other agreements binding on or applicable to of any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any applicable solely to the Equity Interest in such Subsidiary or the property or assets of such Subsidiary)) and (3) Permitted Unsecured Indebtedness Restrictions and encumbrances or restrictions contained in any agreement evidencing Unsecured Indebtedness so long as such encumbrances or restrictions are substantially similar to, and or not more restrictive than, those contained in the Loan Documents or, (ii) with respect to clause (d), (A1) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business or business, (B2) customary restrictions on transfer contained in leases applicable only to the property subject to such lease, (3) restrictions on transfer contained in any agreement relating to the sale transfer, sale, conveyance, or other disposition, or merger or acquisition of or by a Subsidiary or the assets of a Subsidiary or assets permitted under this Agreement pending such sale transfer, sale, conveyance or relating other disposition, or merger or acquisition; provided that in any such case, the restrictions apply only to the Subsidiary, the Equity Interests of such Subsidiary or the assets of such Subsidiary, including the assets that are the subject of such transfer, sale, conveyance or other disposition, or merger or acquisition, (4) customary non-assignment provisions or other customary restrictions on transfer arising under leases, licenses, sub-leases and sub-licenses, and other contracts entered into in the ordinary course of business; provided, that such restrictions are limited to assets subject to such leases, licenses, sub-leases, sub-licenses and contracts and the Subsidiary and the Equity Interests of the Subsidiary that own such assets and (5) restrictions on transfer contained in any agreement evidencing Secured Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume assume, or permit or suffer to exist under Section 9.2.(a)this Agreement; provided that in the case of this clause (B)any such case, the restrictions apply only to the Subsidiary or the assets that are encumbered by such Lien and the subject Subsidiary and the Equity Interests of the Subsidiary that own such sale or Lien, as the case may be. Notwithstanding anything to the contrary in the foregoing, the restrictions in this Section shall not apply to any provision of any Guaranty entered into by the Borrower, any other Loan Party or any other Subsidiary relating to the Indebtedness of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, other Loan Party or any other Subsidiary to payment from such Subsidiary to the payment in full of such Indebtednessassets.
Appears in 1 contract
Restrictions on Intercompany Transfers. The Parent and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary (other than the direct or indirect transfer of Equity Interests in any Excluded Subsidiary); other than (i) with respect to clauses (a) through (d) ), those encumbrances or restrictions contained in (A) contained in any Loan Document, (B) contained in any other agreement evidencing Unsecured that evidences unsecured Indebtedness that the Borrower, any other Loan Party any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and containing encumbrances and or restrictions imposed in connection with such Unsecured Indebtedness on the actions described above that are either substantially similar to, to those contained in the Loan Documents or less restrictive than, the encumbrances and restrictions set forth in Section 9.1.(ig) and Section 9.4. of this Agreement and Section 13 of the Guaranty and (C) the contained in organizational documents of, or other agreements binding on governing an Investment in, an Excluded Subsidiary, Unconsolidated Affiliate or applicable to any Subsidiary that is not a Wholly Owned Subsidiary or Unconsolidated Affiliate (but only to the extent or any direct or indirect owner of such encumbrance or restriction covers any Equity Interest in on account of such Subsidiary ownership) or the property or assets of such Subsidiary), and Subsidiary or Unconsolidated Affiliate) or (ii) with respect to clause (d), (A) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business or (B) transfer restrictions contained in any agreement relating to the sale of a Subsidiary (other than the Borrower) or the assets of a Subsidiary pending such sale sale, or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume assume, or permit or suffer to exist under Section 9.2.(a10.2.(a); provided that in the case of this clause (B)any such case, the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may bebe or (B) customary provisions restricting assignment of any agreement entered into by the Parent, the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business. Notwithstanding anything to the contrary in the foregoing, the restrictions in this Section shall not apply to any provision of any Guaranty entered into by the Borrower, any other Loan Party or any other Subsidiary relating to Guarantee the Indebtedness of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of the Borrower, such other Loan Party Party, or any such other Subsidiary to payment from such Subsidiary to the payment in full of the Indebtedness Guaranteed pursuant to the terms of such IndebtednessGuaranty.
Appears in 1 contract
Samples: Assignment and Assumption Agreement (Parkway, Inc.)
Restrictions on Intercompany Transfers. The Parent and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) of the Parent to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiarythe Borrower) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any SubsidiarySubsidiary of the Parent; (b) pay any Indebtedness owed to the Parent, the Borrower or any SubsidiarySubsidiary of the Parent; (c) make loans or advances to the Parent, the Borrower or any SubsidiarySubsidiary of the Parent; or (d) transfer any of its property or assets to the Parent, the Borrower or any SubsidiarySubsidiary of the Parent; other than encumbrances or restrictions (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained in (A) any Loan Document, (B) any other agreement evidencing Unsecured Indebtedness that the Borrower, any other Loan Party any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar tothe other Loan Documents, or less restrictive than, the encumbrances and restrictions set forth in Section 9.1.(ig) and Section 9.4. of this Agreement and Section 13 of the Guaranty and (C) the organizational documents or other agreements binding on or applicable to any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), and (ii) with respect to clause (d)existing on the Agreement Date and identified on Schedule 10.3, (Aiii) customary provisions restricting assignment of any agreement entered into by (x) evidencing Indebtedness which the Parent, the Borrower, any other Loan Party or any Subsidiary in of the ordinary course Parent is not prohibited from creating, incurring, assuming, or permitting or suffering to exist under this Agreement, (y) which Indebtedness is secured by a Lien not prohibited under the Loan Documents, and (z) which prohibits the creation of business any other Lien on only the property (including proceeds or products thereof) securing such Indebtedness as of the date such agreement was entered into; (Biv) transfer restrictions in any agreement relating to the sale of a Subsidiary or assets pending such sale or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may createextent such sale is not prohibited under the Loan Documents, incur, assume or permit or suffer to exist under Section 9.2.(a); provided that in the case of this clause (B)any such case, the restrictions apply such encumbrance or restriction applies only to the Subsidiary or the assets that are the subject of such sale sale; (v) existing pursuant to Applicable Law; (vi) consisting of customary prohibitions restricting subletting or Lienassignment of any lease governing a leasehold interest of Parent, as the case may be. Notwithstanding anything Borrower or any Subsidiary of the Parent; (vii) consisting of joint venture agreements or other similar arrangements if such provisions apply only to the contrary Person (and the Equity Interests in such Person) that is the subject thereof; (viii) prohibiting the payment of dividends or the making of other distributions with respect to Equity Interests of a Person other than on a pro rata basis; (ix) customarily contained in agreements relating to any acquisition or other investment that is otherwise permitted under this Agreement; (x) consisting of any agreement in effect at the time a Person becomes a Subsidiary of the Parent, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary of the Parent, which encumbrance or restriction is not applicable to the properties or assets of any Loan Party or other Subsidiary of the Parent; and (xi) relating to amendments, refinancings, extensions and renewals of any of the foregoing, the restrictions in this Section shall not apply to any provision of any Guaranty entered into by the Borrower, any other Loan Party or any other Subsidiary relating to the Indebtedness of any Subsidiary permitted extent otherwise not prohibited, provided, that such amendments, refinancings, extensions and renewals are, taken as a whole, no more materially restrictive with respect to be incurred hereundersuch prohibitions and limitations than those prior to such amendment, which provision subordinates any rights of Borrowerrefinancing, other Loan Party extension or any other Subsidiary to payment from such Subsidiary to the payment in full of such Indebtednessrenewal.
Appears in 1 contract
Samples: Credit Agreement (American Realty Capital Properties, Inc.)
Restrictions on Intercompany Transfers. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than (i) a Warehouse Entity following securitization pursuant to the terms of the securitization documents or (ii) an Excluded Subsidiary) toSubsidiary holding title assets subject to Secured Indebtedness pursuant to the terms of the Secured Indebtedness documents), to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions (x) contained in (A) any Loan Document, Document or (By) contained in any other agreement evidencing that evidences Unsecured Indebtedness that the Borrower, any other Loan Party any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and containing encumbrances and or restrictions imposed in connection with such Unsecured Indebtedness on the actions described above that are either substantially similar to, to or less restrictive thanthan those contained in the Loan Documents or, the encumbrances and restrictions set forth in Section 9.1.(ig) and Section 9.4. of this Agreement and Section 13 of the Guaranty and (C) the organizational documents or other agreements binding on or applicable to any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), and (ii) with respect to clause (d), (Ax) customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business or (B) transfer restrictions contained in any agreement relating to the sale of a Subsidiary (other than the Borrower) or the assets of a Subsidiary pending such sale sale, or relating to Secured Indebtedness secured by a Lien on assets that Spirit REIT, the Borrower Borrower, any other Loan Party or a any other Subsidiary may create, incur, assume assume, or permit or suffer to exist under Section 9.2.(a)and as permitted by the Loan Documents; provided that in the case of this clause (B)any such case, the restrictions apply only to DB1/ 113000430.10 the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be. Notwithstanding anything to the contrary in the foregoing, the restrictions in this Section shall not apply to any provision be or (y) customary provisions restricting assignment of any Guaranty agreement entered into by Spirit REIT, the Borrower, any other Loan Party or any other Subsidiary relating to in the Indebtedness ordinary course of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, other Loan Party or any other Subsidiary to payment from such Subsidiary to the payment in full of such Indebtednessbusiness.
Appears in 1 contract
Restrictions on Intercompany Transfers. The Parent Guarantor and the Borrower shall not, and shall not permit any other Loan Party or any other Non-Loan Party BB Property Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent Guarantor, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent Guarantor, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent Guarantor, the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through — (d) those encumbrances or restrictions contained in (A) contained in any Loan Document, (B) contained in any agreements relating to the sale of a Subsidiary (other agreement evidencing Unsecured than the Borrower) or the assets of such Subsidiary pending such sale, or relating to Indebtedness secured by a Lien on assets that the Borrower, any other Loan Party any other Borrower or such Subsidiary may create, incur, assume assume, or permit or suffer to exist under this Agreement and containing encumbrances and restrictions imposed Section 10.2.(a)(i), provided that in connection with any such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, case the encumbrances and restrictions set forth in Section 9.1.(ig) and Section 9.4. apply only to the Subsidiary or the assets that are the subject of this Agreement and Section 13 of such sale or Lien, as the Guaranty and case may be, (C) contained in the organizational documents or other agreements binding on or applicable to any Excluded Subsidiary or any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), (D) imposed by Applicable Law, (E) contained in an agreement that governs an Investment in an Unconsolidated Affiliate (but only to the extent such encumbrance or restriction applies to any Equity Interest in such Unconsolidated Affiliate), (F) those encumbrances or restrictions contained in any agreement that evidences Unsecured Indebtedness containing encumbrances or restrictions on the actions described above that are substantially similar to, or, taken as a whole, not more restrictive than, those contained in the Loan Documents (as determined in good faith by the Parent Guarantor and the Borrower) (including, without limitation, the Seven-Year Term Loan Agreement and the Capital One Term Loan Agreement) or (G) Permitted Transfer Restrictions, and (ii) with respect to clause (d), (A) customary provisions restricting assignment of any agreement entered into by the BorrowerParent Guarantor, any other Loan Party or any Subsidiary in the ordinary course of business or (B) transfer restrictions in any agreement relating to the sale of a Subsidiary or assets pending such sale or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume or permit or suffer to exist under Section 9.2.(a); provided that in the case of this clause (B), the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be. Notwithstanding anything to the contrary in the foregoing, the restrictions in this Section shall not apply to any provision of any Guaranty entered into by the Borrower, any other Loan Party or any other Subsidiary relating to of their Subsidiaries in the Indebtedness ordinary course of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, other Loan Party or any other Subsidiary to payment from such Subsidiary to the payment in full of such Indebtednessbusiness.
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Samples: Credit Agreement (RLJ Lodging Trust)
Restrictions on Intercompany Transfers. The Parent Guarantor and the Borrower shall not, and shall not permit any other Loan Party or any other Non-Loan Party BB Property Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Parent Guarantor, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent Guarantor, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent Guarantor, the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through – (d) those encumbrances or restrictions contained in (A) contained in any Loan Document, (B) contained in any agreements relating to the sale of a Subsidiary (other agreement evidencing Unsecured than the Borrower) or the assets of such Subsidiary pending such sale, or relating to Indebtedness secured by a Lien on assets that the Borrower, any other Loan Party any other Borrower or such Subsidiary may create, incur, assume assume, or permit or suffer to exist under this Agreement and containing encumbrances and restrictions imposed Section 10.2.(a)(i), provided that in connection with any such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, case the encumbrances and restrictions set forth in Section 9.1.(ig) and Section 9.4. apply only to the Subsidiary or the assets that are the subject of this Agreement and Section 13 of such sale or Lien, as the Guaranty and case may be, (C) contained in the organizational documents or other agreements binding on or applicable to any Excluded Subsidiary or any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), (D) imposed by Applicable Law, (E) contained in an agreement that governs an Investment in an Unconsolidated Affiliate (but only to the extent such encumbrance or restriction applies to any Equity Interest in such Unconsolidated Affiliate), (F) those encumbrances or restrictions contained in any agreement that evidences Unsecured Indebtedness containing encumbrances or restrictions on the actions described above that are substantially similar to, or, taken as a whole, not more restrictive than, those contained in the Loan Documents (as determined in good faith by the Parent Guarantor and the Borrower) (including, without limitation, the Revolving Credit Agreement and the Capital One Term Loan Agreement) or (G) Permitted Transfer Restrictions, and (ii) with respect to clause (d), (A) customary provisions restricting assignment of any agreement entered into by the BorrowerParent Guarantor, any other Loan Party or any Subsidiary in the ordinary course of business or (B) transfer restrictions in any agreement relating to the sale of a Subsidiary or assets pending such sale or relating to Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume or permit or suffer to exist under Section 9.2.(a); provided that in the case of this clause (B), the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be. Notwithstanding anything to the contrary in the foregoing, the restrictions in this Section shall not apply to any provision of any Guaranty entered into by the Borrower, any other Loan Party or any other Subsidiary relating to of their Subsidiaries in the Indebtedness ordinary course of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, other Loan Party or any other Subsidiary to payment from such Subsidiary to the payment in full of such Indebtednessbusiness.
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