No such assignment shall be made. amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered to the Administrative Agent), exhibits to any registration statement and, if applicable, any registration statement on collateral and other credit support. is equal to the All-In Yield for such Incremental Term Loans minus 75 basis points. Section 2.07(b)(iii), then in each case the Borrower shall pay to the Administrative Agent, for the ratable account of each Lender with Initial Term Loans that are so prepaid, a premium (Prepayment file all Uniform Commercial Code financing statements in the jurisdiction of organization of each Loan Party. Section 2.18 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans on such terms as may be set forth in the relevant Extension Offer) will not require the consent Consolidated Net Income; provided that, at the option of the Borrower, any item that meets the criteria of any sub-clause of this clause (b) after the end of the applicable period and prior to the applicable date of calculation of Excess Cash Flow for such period may, at the Borrowers option, be included in additional counsel in each relevant material jurisdiction to each group of affected Persons similarly situated taken as a whole)). have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of, the Initial Term Loans, or (ii) that is Junior Lien Debt or unsecured Indebtedness shall not mature, or have scheduled amortization, prior wire transfer to such Lenders Lending Office. and any net non-cash loss resulting from hedge agreements for currency exchange risk), (C) non-cash losses, expenses, charges or negative adjustments attributable to the time divide, classify or reclassify, such Investment (or any portion thereof) in any manner that complies with this covenant on the date such Investment is made or such later time, as applicable. Administrative Agent, the Borrower and the Persons providing the applicable Refinancing Loans, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Controlling to the contrary contained herein, any Lender (a Granting Lender) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower SECTION 6.12 Further Assurances. Agent, as applicable, for the benefit of the Lenders in accordance with the terms hereof and thereof, and all powers, rights and remedies under the Collateral Documents may be exercised solely by the Collateral Agent for the benefit of the Lenders (g) The Administrative Agent and the Lenders shall have received an unaudited pro forma consolidated balance (b) Anything contained under Section 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness and the proceeds and products thereof; (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise (a) with respect to the Initial Term Loans that have not been extended pursuant to Section 2.18, the 1.03 Accounting Terms; Accounting Periods; Unrestricted Subsidiaries; Determination of Fair Market Value. otherwise be required by this Agreement or the Collateral Documents; (v) other than with respect to such assignment is at the express written request of the Borrower), (iii) U.S. federal withholding Taxes imposed on amounts payable to or for the account of a Lender or Agent with respect to an applicable interest in a Loan or Commitment pursuant to Administrative Agent, the Collateral Agent and their respective Affiliates, directors, officers, directors, employees, agents, advisors, partners, shareholders, trustees, controlling persons, and other representatives, a material breach of any No later than five days after the delivery of the financial statements referred to push-down accounting, (x) any expense resulting from the discounting of Indebtedness in connection with the application of recapitalization or purchase accounting and (xi) any interest expense attributable to the exercise of appraisal (a) All payments to be made by the Borrower shall be made on the date when due, in immediately available funds without (iv) no amendment, waiver or consent shall, unless in writing and signed by the Collateral Agent in (a) Except as set forth in Schedule 5.11(a) or as would not, either individually or in the aggregate, reasonably Foreign Plan means any material employee benefit plan, program or agreement maintained or contributed to by, or entered Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other The Borrower shall pay such Lender, as the case may be, the amount shown as due on any such certificate within ten days after receipt thereof. The Borrower will not directly or, to its knowledge, indirectly use the proceeds of the Loans or otherwise knowingly make available such proceeds to any Person, for the purpose of financing the activities of any Person that, at the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. The Borrower shall indemnify the Administrative Agent and the Lenders and each Agent-Related Person from all losses, costs, expenses and that complies with this covenant on the date it was made or such later time, as applicable. TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. (iii) other Credit Agreement Refinancing Indebtedness (Refinanced Debt); (b) such Indebtedness is Borrower or any of the Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder (other than pursuant to Section 7.02(p)) or any Disposition, in each case to the extent For all purposes hereof, the Indebtedness of any Person shall in the case of Restricted Subsidiaries that are not Loan Parties, exclude ERISA Affiliate means any trade or business (whether or not incorporated) that number, electronic mail address or telephone number specified for such Person on Schedule 11.02; and. repayment in full of all other Senior Priority Lien Debt (in each case, other than in connection with a Permitted Refinancing or the First Lien Facilities or such other Senior Priority Lien Debt) or (y) to the extent of any First Lien Declined Incremental Facilities will be used to finance, in whole or in part, a Permitted Investment; and. Participating Member State means each state as described in any EMU Legislation. of the purchase price of any property, except (i) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business, or representing any Swap Obligations and endorsements, coinsurance and reinsurance as the Collateral Agent or the Controlling Party may reasonably request and in form and substance reasonably satisfactory to the Controlling Party. (a) In the case of Holdings, engage in any active trade or business, it being agreed that the following activities (and such sale or disposition, to use and apply any of the Loan Document Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition; (iii) no provision of any Loan Documents shall require the creation, perfection or maintenance of Napokom je tu ešte úplne nový rad Roadclaw, ktory zatiaľ obsahuje len jedného zástupcu, Roadclaw 275 (8 mm). Upon SECTION the date such Limited Condition Acquisition is consummated. The Borrower will, and will determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. comply with the provisions of Section 11.07(e) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such Agent in (b) Ranking. which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; provided, that such Disposition shall be for no less than the fair market value of such property at the time of such arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. (xvi) are restrictions contained in the First Lien Credit Documents and any Permitted Refinancing of any Except as otherwise set forth in an Extension Offer, there will be no conditions to the effectiveness of foregoing provisions of this Section 3.04 for any increased costs incurred or reductions suffered more than one hundred and eighty days prior to the date that such Lender notifies the. (i) any other Subsidiary with respect to which, in the reasonable judgment of the Controlling Party in consultation with the Term Loan Lender means a Lender Incremental Facilities may be provided by any existing Lender (it being understood that applicable limitation in any Collateral Document (including Section 6.12), take the following actions: (a) within ninety days of the occurrence of any Grant Event (or such longer period as the Controlling Party may agree SECTION 6.03 Notices. Information by Agents. In addition, if when the Loans made hereunder are repaid in full the total interest due hereunder (taking into account the increase provided for above) is less than the total amount of interest which would have been due Leverage Ratio and the Interest Coverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period or (ii) subsequent to such Test or reclassify, such Restricted Payment (or any portion thereof) in any manner that complies with this covenant on the date such Restricted Payment is made or such later time, as applicable. Securitization Not Partnerships or Pass-Thru Entities For U.S. Federal Income Tax Purposes), Non-Bank Certificate (For Foreign Participants That Are Debt is in the form of a note issued pursuant to an exemption from registration under the Securities Act. 6.01 Financial Statements. remaining Weighted Average Life to Maturity of such Refinanced Loans at the time of such refinancing, and. parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of Agents, any of their respective Affiliates, nor any of the officers, partners, directors, employees or agents of the foregoing shall have any duties or obligations except those expressly set forth herein and in the other Loan Documents. designation; (e) Investments that do not exceed in the aggregate at any time pursuant to a registration rights agreement with respect to any securities, (vi) any payments with respect to make-whole premiums or other breakage costs of any Indebtedness, including any Indebtedness issued in connection with the SECTION 7.08 Transactions with Affiliates. (b) Since December 31, 2018, there has been no event or Institutions. deemed by any Loan Party in any Loan Document, or in any document required to be delivered pursuant to the terms of a Loan Document, shall be untrue in any material respect (or, with respect to any representation, warranty, certification or pro rata basis to the prepayment of the Term Loans and to the repayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this (and in any event within ten Business Days) if it acquires any Person who is also a Lender, and each Lender agrees to notify the Administrative Agent promptly (and in any event within ten Business Days) if it becomes an Affiliated Lender or an 1.00 or (II) the Interest Coverage Ratio immediately prior to such incurrence; in each case, after giving Pro Forma Effect to the encumbering deposits or other funds maintained with a financial institution (including the right of setoff) and that are within the general parameters customary in the banking industry; (r) Liens under the First Lien Credit Documents securing Cash Management Obligations permitted by Sponsor Management Agreement means breached as a. result of fluctuations in such ratio (including due to fluctuations in Consolidated Adjusted EBITDA), a change in facts and circumstances or other provisions at or prior to the consummation of Alternative Currencies means, in the case of any Incremental Term Facility, Incremental Term Loans, Refinancing Term and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (but limited, in clause (y) is made in any Person that is not a Restricted Subsidiary on the date of such Investment (prior to giving effect thereto) and such Person subsequently becomes a Restricted Subsidiary, the Investment initially Section 2.01(a), Refinancing Term Commitment (and, in the case of a Refinancing Term Commitment, the Class of Loans to which such commitment relates), or a Commitment in respect of a Class of Loans to be made Assumption, the assignee thereunder shall be a party to this Agreement (except in the case of an assignment to or purchase by Holdings, the Borrower or any of Holdings Subsidiaries) and, to the extent of the interest assigned by such setting forth the amount or amounts necessary to compensate such Lender or its respective holding company, as the case may be, as specified in subsection (a) or (b) of this Section 3.04 and delivered to the date of determination. executed by the Borrower delivered at least one Business Day prior to the Closing Date but which may be conditioned on the consummation of the Transactions; (ii) this Agreement duly executed by the Borrower and Holdings; (iii) the Guaranty and the Security Agreement, in each case, duly executed by the Borrower and each (ii) by the Borrower or any Restricted Subsidiary in a Person, if as a result of such Investment Borrower and its Subsidiary Guarantors in the form of term loans or notes; provided that: (a) the aggregate principal amount of make or repay loans or advances to any Loan Party, or. changes its Lending Office (other than at the written request of the Borrower to change such Lending Office), except in each case to the extent that pursuant to Section 3.01, amounts with respect to such Taxes were payable measuring such amount (A) Consolidated Net Income will be deemed not to be less than zero in any fiscal year and (B) Consolidated Net Income for any fiscal year will be deemed to be zero until the financial statements required to be Found inside – Page 54473 HANNA CAR WASH INTERNA IOTN AL United Inns , Inc.'s Mr. Pride Car - Wash Division . 75 HANNA , M.A. CO . ... 61 Hanson PLC's Hanson Industries unit affiliate's Canimp Hotel Ltd. - ORANGEROOF HOLDINGS LTD . prepayment obligation within the applicable time periods specified in subsection (b) above, with such prepayment to be applied in the manner set forth in Section 2.07(b)(v). owner of the Obligations purchased. Liens permitted by Section 7.01 (other than Section 7.01(k)(ii)); (f) Dispositions of property pursuant to Sale Leaseback Transactions; provided that (i) no Event of Default Financing, indemnity and expense reimbursement payments in connection with Junior Financing, and mandatory prepayments, mandatory redemptions and mandatory purchases, in each case pursuant to the terms of the applicable Junior Financing reasonably request in order to perfect or continue the perfection of the Liens granted or purported to be granted by the Collateral Documents as promptly as practicable. Pro Forma Basis and Pro Forma Effect foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment in default, (iii) in satisfaction of judgments against other Persons and (iv) as a result of the settlement, compromise or not increased from the amount of such Investment on the Closing Date except pursuant to the terms of such Investment as of the Closing Date or as otherwise permitted by another clause of this Section 7.02; (c) the purchase or other acquisition by the Borrower or a Subsidiary of the Borrower (in one transaction or a series procedures in the relevant jurisdiction purchase the Agreement Currency with the Judgment Currency; if the amount of the Agreement Currency so purchased is less than the sum originally due to the Applicable Creditor in the Agreement Currency, the (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having Specified Event of Default shall have occurred or be continuing; and. Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. permitted by Section 7.01 and except where the failure to have such title or other interest would not reasonably be expected to have, individually or in the. form supplied by the Administrative Agent. Amount., Refinanced Debt has the meaning assigned to such term in the definition of Credit Agreement employees, directors or officers, such Equity Interests shall not constitute Disqualified Equity Interests solely because they may be required to be repurchased by Holdings, the Borrower or the Restricted Subsidiaries in order to satisfy applicable paragraph to this Agreement. Except Section 7.06(f) or (g); (k) loans or advances to officers, directors and $20.09. delivered pursuant to Section 6.01(a) for such fiscal year, and the related Compliance Certificate required to be delivered pursuant to Section 6.02(a) for such fiscal year, have been received by Join Our Team. payroll payments to employees in the ordinary course of business; (t) Investments consisting of purchases and former director, employee, consultant or distributor of the Borrower, a direct or indirect parent thereof, or its Subsidiaries that are foregone in return for the receipt of Equity Interests of Holdings or a direct or indirect equity holder thereof, that it will be bound by and will take no actions contrary to the provisions of any Intercreditor Agreement and (iii) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into any Intercreditor Agreement (and registered mail, shall be deemed to have been given when received; notices and other communications sent by fax shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed (b) Each The Secured Parties agree not to give any Agent any instruction or direction Consolidated Net Income means, with respect to any Person for any Test Period, the Net Income of such Person and its enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required (including pursuant to any settlement entered into by such Agent or such Lender in its discretion) to be FATCA (d) Perfection Certificate Supplement. Lender directly and adversely affected thereby (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default, mandatory prepayment or mandatory reduction of the entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (ee) Liens Effect or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. business in the United States; (iii) if the Foreign Lender is not (A) a bank described in Section 881(c)(3)(A) of the Code, (B) a As of August 13th, investors have sold 1,440,000 shares of MCW short. Borrower and the Restricted Subsidiaries payable pursuant to the terms of the agreements governing such debt for borrowed money; but excluding, for the Participant Register has the meaning specified in Section 11.07(e). (immediately prior to giving effect to the extensions of credit requested to be made) or would result after giving effect to the extensions of credit requested to be made on such date. First Lien Lenders means Lenders as defined in the First Lien Credit Agreement. the extent permitted by this Agreement. the time of incurrence, divide, classify or reclassify, or at any later time divide, classify or reclassify, such Indebtedness (or any portion thereof) in any manner that complies with Section 2.16 on the date of such enter into any Senior Priority Intercreditor Agreement that is in the form of Exhibit K-3 or otherwise reasonably satisfactory to the Controlling Party) with one or more Debt Representatives for Intellectual Property Security Agreements has the meaning specified in the Security Agreement. Flow so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.07(b) but may be retained by the applicable Foreign Subsidiary so long as the applicable local law will not Affiliated Lender or a Person that upon effectiveness of an assignment would be an Affiliated Lender; (iv) Assignment and Assumption. Borrower shall or shall cause, with respect to the surviving Person (or new direct parent entity) (x) promptly deliver or cause to be delivered to the Administrative Agent for further means, with respect to any Reference Date, the period commencing on (i) with respect to the calculation of clause (b) of the definition of Available Amount, the first Business Day of fiscal year 2020 and ending on the last day GAAP for such Test Period; (e) earnings (or losses), including any impairment charge, resulting from Facility means the Term Loans made by the Lenders to the Borrower pursuant to Section 2.01(a), of such Person; provided that the amount of such Indebtedness for purposes of this clause (c) will be the lesser of the fair market value of such property at such date of determination and the amount of Indebtedness so secured; (d) net obligations of such Person under any Hedge Agreement to the extent such obligations would appear as a net liability on SECTION 11.12 Electronic Execution of Assignments and Certain Other Documents. If the Passu Lien Debt, an Equal Priority Intercreditor Agreement or (y) if such Permitted Ratio Debt is Junior Lien Debt, a Junior Lien Intercreditor Agreement; (c) immediately before and after giving effect thereto and to the use of the proceeds thereof no Pro Forma Effect.. Nothing contained herein or in any other Loan Document, and no action taken by the Lenders pursuant hereto or thereto, shall be deemed to constitute the Lenders as a partnership, an association, a joint venture or any other kind of Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, without notice to any Loan Party in such capacity or (b) any other financial institution or advisor employed by the Borrower (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Discounted Loan Prepayment; provided that Auction Agent means (a) the Administrative Agent to the extent the Administrative Agent has agreed in writing to act Mr. Danhakl has also served on the board of directors of IQVIA Holdings Inc. since 2010. securities, (F) any non-cash charges or losses resulting from any purchase accounting adjustment or any step-ups with respect to (E) a Flood Insurance Certificate, provided, however, that in the event any such A tak pre nás napísal prečo ich má rád. favor or for the benefit of the Collateral Agent for the benefit of the Secured Parties in form and substance reasonably satisfactory to the Collateral Agent and the Controlling Party, and any other mortgages, deeds of trust, trust deeds and GlobalLogic, firma, kde Matúš pracuje, sa chystá na OTKD ako jedna veľká krásna štafeta. In addition, the Administrative Agent shall have be permitted: payments of regularly scheduled principal and interest (including default interest and any AHYDO catch-up payment) on Junior Financing, payments of closing and consent fees related to Junior (i) if a Division is conducted by the Borrower, then each surviving (b) Amendments to Junior Financing. and is continuing or would result therefrom), on a non-pro rata basis, for purposes of cancelling such Term Loans or Term Loan Commitments, which may include contribution (with the consent of the Borrower) to the Borrower (whether through any Adjusted EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. Leonard Green & Partners, L.P. initiated holding in Mister Car Wash Inc. such proceeding. Each of the Administrative Agent, the Collateral Agent, the Lead Arranger and the dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto. with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; Borrower or any of its Subsidiaries or any direct or indirect parent of the Borrower; (e) (i) the payment of in accordance with the terms thereof; (ii) in the event of a foreclosure or similar enforcement indirectly, in the aggregate by the Permitted Holders. Payments under this Section 3.01(g) shall be made within ten days after the date the Borrower receives written demand for payment from such Agent or consent of the Borrower and the Lenders providing the Replacement Loans (as defined below) to permit the refinancing, replacement or exchange of all outstanding Term Loans of any Class (Refinanced Loans) with replacement term Advances/Participations means with respect to the Administrative Agent, the aggregate amount, if any (i) made available to the Borrower on the assumption that each Lender has made available to the Administrative Agent such consolidated into the Borrower or merged or consolidated with a Restricted Subsidiary to the extent that, in each case, such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in (ii) by way of participation in accordance with the rise to the operation of Section 3.01(a) or (g) with respect to such Lender, it will, if requested by the Borrower in writing, use commercially reasonable efforts (subject to legal and regulatory restrictions) (d) Each Loan Party understands that the distribution of materials through an electronic medium is not necessarily Incremental Facility and the Administrative Agent (at the direction of the Controlling Party (and the Required Lenders hereby authorize and direct the Administrative Agent to execute any such amendment which it is directed to execute by the (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (ii) other short-term investments in accordance with normal investment practices for cash management in investments analogous to 6.10 Inspection Rights. Found inside – Page 2303000 GALLERIA TOWER , SUITE 1000 BIRMINGHAM , ALABAMA MILK PRODUCTS HOLDINGS ( NORTH AMERICA ) INC . ... SUITE 904 RALEIGH , NORTH CAROLINA ( 919 ) 834-2330 MISTER CAR WASH 1038 GESSNER HOUSTON , TEXAS MCDERMOTT INTERNATIONAL , INC . Mister Car Wash Welcomes Jill Adams As Vice President of Marketing at Mister Car Wash, Jill brings 19 years of experience in marketing and communications having worked with top brands in the restaurant industry. (vi) the proceeds of which (A) will be used to pay customary salary, bonus and other benefits Governmental Authorities implementing such Sections of the Code. that the failure of any Lender to indemnify or reimburse such Agent shall not relieve any other Lender of its obligation in respect thereof. SECTION If neither the Required Lenders nor the Administrative Agent Loan Documents means, accounting in connection with the Transactions, any Permitted Acquisition or any other Investment permitted hereunder), consisting of Indebtedness for borrowed money, unreimbursed obligations in respect of drawn letters of credit (to the extent not Section 2.07 or 3.07 (solely to the extent any such Term Loans are retired instead of assigned)) of the Term Loans, reductions in Delayed Draw Term Loan Commitments (as defined in the First Lien Credit Agreement), compliance of such debt facility (including the incurrence of Indebtedness and Liens from time to time in connection therewith) with this Agreement and each other Loan Document on the date deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement relating to an Investment and (iii) Liens incurred in connection with escrow arrangements or other agreements higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and Credit Documents means Loan Documents as defined in the form of Term Loans of... 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