Common use of Clauses Restricting Subsidiary Distributions Clause in Contracts

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the U.S. Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the U.S. Borrower or any other Subsidiary of the U.S. Borrower, (b) make loans or advances to, or other Investments in, the U.S. Borrower or any other Subsidiary of the U.S. Borrower or (c) transfer any of its assets to the U.S. Borrower or any other Subsidiary of the U.S. Borrower, except for such encumbrances or restrictions existing under or by reason of (i) this Agreement or the other Loan Documents, (ii) applicable law, (iii) the Senior Unsecured Note Indenture, (iv) the Senior Subordinated Note Indenture, (v) any Permitted Refinancing Debt Document, (vi) the debt agreements in connection with Indebtedness permitted under Section 7.02, (vii) any agreements governing any Liens otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets subject to such Liens) and (viii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary.

Clauses Restricting Subsidiary Distributions. Enter (a) Except during the Escrow Period with respect to the Existing Credit Agreement, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the U.S. Borrower to (ai) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the U.S. Borrower or any other Subsidiary of the U.S. Borrower, (bii) make loans or advances to, or other Investments in, the U.S. Borrower or any other Subsidiary of the U.S. Borrower or (ciii) transfer any of its assets to the U.S. Borrower or any other Subsidiary of the U.S. Borrower, except for such encumbrances or restrictions existing under or by reason of (iA) this Agreement any restrictions imposed by law or existing under the other Loan Documents, (ii) applicable lawthe Existing Subordinated Debt Documents, the Notes Indentures, the Additional High Yield Debt Documents and the Preferred Stock, (iiiB) any restrictions in effect on the Senior Unsecured Note Indenturedate hereof and set forth on Schedule 8.15 hereto, (iv) the Senior Subordinated Note Indenture, (v) any Permitted Refinancing Debt Document, (vi) the debt agreements in connection with Indebtedness permitted under Section 7.02, (vii) any agreements governing any Liens otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets subject to such Liens) and (viiiC) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such SubsidiarySubsidiary and (D) any restrictions imposed by any agreement relating to secured Indebtedness permitted by Sections 8.2 and 8.3, so long as the restrictions under this clause (D) apply only to the collateral on which a Lien is permitted with respect thereto pursuant to Section 8.3.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the U.S. Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the U.S. Borrower or any other Subsidiary of the U.S. Borrower, (b) make loans or advances to, or other Investments in, the U.S. Borrower or any other Subsidiary of the U.S. Borrower or (c) transfer any of its assets to the U.S. Borrower or any other Subsidiary of the U.S. Borrower, except for such encumbrances or restrictions existing under or by reason of (i) this Agreement or the other Loan Documents, (ii) applicable lawLaw, (iii) the Senior Unsecured Second Lien Note Indenture, (iv) the Senior Subordinated Note Indenture, (v) any Permitted Refinancing Debt Document, (viv) the debt agreements in connection with Indebtedness permitted under Section 7.02, (viivi) any agreements governing any Liens otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets subject to such Liens) and (viiivii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the U.S. Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the U.S. Borrower or any other Subsidiary of the U.S. Borrower, (b) make loans or advances to, or other Investments in, the U.S. Borrower or any other Subsidiary of the U.S. Borrower or (c) transfer any of its assets to the U.S. Borrower or any other Subsidiary of the U.S. Borrower, except for such encumbrances or restrictions existing under or by reason of of: (i) this Agreement or any restrictions existing under the other Loan Documents, (ii) applicable law, (iii) the Senior Unsecured Note Indenture, (iv) the Senior Subordinated Note Indenture, (v) Documents and any Permitted Refinancing Debt Document, thereof, (vi) the debt agreements in connection with Indebtedness permitted under Section 7.02, (vii) any agreements governing any Liens otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets subject to such Liens) and (viiiii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary., (iii) any restrictions set forth in the agreement governing any Indebtedness incurred under Section 8.2(j), so long as the restrictions set forth therein are not materially more restrictive than the corresponding provisions in the Loan Documents, (iv) any agreements governing any purchase money Liens, Capital Lease Obligations or the Permitted Sale Leaseback otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby),

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the U.S. Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the U.S. Borrower or any other Subsidiary of the U.S. Borrower, (b) make loans or advances to, or other Investments in, the U.S. Borrower or any other Subsidiary of the U.S. Borrower or (c) transfer any of its assets to the U.S. Borrower or any other Subsidiary of the U.S. Borrower, except for such encumbrances or restrictions existing under or by reason of (i) this Agreement or any restrictions existing under the other Loan Documents, (ii) applicable law, (iii) the Senior Unsecured Note Indenture, (iv) the Senior Subordinated Note Indenture, (v) any Permitted Refinancing Debt Document, (vi) the debt agreements in connection with Indebtedness permitted under Section 7.02, (vii) any agreements governing any Liens otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets subject to such Liens) and (viii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) with respect to any Subsidiary that is not a Wholly Owned Subsidiary, restrictions contained in the formation documents of such Subsidiary (provided that in the case of any such Subsidiary in existence on the Closing Date, the exception provided for in this clause (iii) shall only be applicable with respect to the formation documents of such Subsidiary as in effect on July 9, 2010, or the date of formation of such Subsidiary if a later date) and (iv) the 2020 Indenture or the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and any refinancing thereof permitted by Section 7.2(m); provided that the provisions of any such refinancing that impose any encumbrance or restriction described in the foregoing clauses (a) through (c) are at least as favorable to the Secured Parties as those contained in the 2020 Indenture or the 2021 Indenture, as applicable.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the U.S. Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the U.S. Borrower CC Operating or any other Subsidiary of the U.S. BorrowerSubsidiary, (b) make loans or advances to, or other Investments in, the U.S. Borrower CC Operating or any other Subsidiary of the U.S. Borrower or (c) transfer any of its assets to the U.S. Borrower CC Operating or any other Subsidiary of the U.S. BorrowerSubsidiary, except for for, in each case, such encumbrances or restrictions existing under or by reason of (i) this Agreement or any restrictions existing under the other Loan Documents, (ii) applicable law, (iii) the Senior Unsecured Note Indenture, (iv) the Senior Subordinated Note Indenture, (v) any Permitted Refinancing Debt Document, (vi) the debt agreements in connection with Indebtedness permitted under Section 7.02, (vii) any agreements governing any Liens otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets subject to such Liens) and (viii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) any restrictions imposed pursuant to the Holdings Debt Agreements or the Tower Notes Indenture Documents, (iv) any restrictions substantially comparable to the restrictions permitted by clause (iii) above and imposed pursuant to any agreement governing any other Indebtedness of Holdings, (v) any restrictions imposed by applicable law, (vi) any restrictions imposed by the Governing Documents of Holdings or any of its Subsidiaries as in effect as of the date hereof and (vi) customary provisions in leases and other contracts entered into in the ordinary course of business restricting the assignment thereof.

Clauses Restricting Subsidiary Distributions. Enter Except for the agreements listed on Schedule 7.8, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the U.S. Borrower Holdings to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the U.S. Borrower Holdings or any other Subsidiary of the U.S. BorrowerHoldings, (b) make loans or advances to, or other Investments in, the U.S. Borrower or any other Subsidiary of the U.S. Borrower Holdings or (c) transfer any of its assets to the U.S. Borrower Holdings or any other Subsidiary of the U.S. BorrowerHoldings, except for such encumbrances or restrictions existing under or by reason of (i) this Agreement or the other Loan Documents, (ii) applicable law, (iii) the Senior Unsecured Note Indenture, (iv) the Senior Subordinated Note Indenture, (v) any Permitted Refinancing Debt Document, (vi) the debt agreements in connection with Indebtedness permitted under Section 7.02, (vii) any agreements governing any Liens otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets subject to such Liens) and (viii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement permitted hereunder that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets Assets of such Subsidiary (in which case, any restriction shall only be effective against such Capital Stock or Assets), (ii) any agreements with joint venture partners in connection with joint ventures permitted by this Agreement, (iii) any agreement in effect at the time any Person becomes a Subsidiary of Holdings (including by way of merger or consolidation); provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary, (iv) solely in the case of clause (c) above, any agreement governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (v) solely in the case of clause (c) above, customary provisions in leases, licenses and other contracts restricting the assignment thereof.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the U.S. Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the U.S. Borrower or any other Subsidiary of the U.S. Borrower, (b) make loans or advances to, or other Investments in, the U.S. Borrower or any other Subsidiary of the U.S. Borrower or (c) transfer any of its assets to the U.S. Borrower or any other Subsidiary of the U.S. Borrower, except for such encumbrances or restrictions existing under or by reason of (i) this Agreement or any restrictions existing under the other Loan Documents and the Subordinated Note Documents, (ii) applicable law, (iii) the Senior Unsecured Note Indenture, (iv) the Senior Subordinated Note Indenture, (v) any Permitted Refinancing Debt Document, (vi) the debt agreements in connection with Indebtedness permitted under Section 7.02, (vii) any agreements governing any Liens otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets subject to such Liens) and (viii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) any restrictions or conditions imposed by any Requirement of Law, (iv) customary minimum net worth restrictions in leases of real property, (v) restrictions in agreements governing Indebtedness permitted by Section 7.2(l); provided that such restrictions apply only to the property or assets securing such Indebtedness; and (vi) any restrictions or conditions existing on the date hereof identified on Schedule 7.15 (but shall not apply to any extension, renewal, amendment or modification of such restriction or condition that expands the scope thereof).

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the U.S. Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the U.S. Borrower or any other Subsidiary of the U.S. Borrower, (b) make loans or advances to, or other Investments in, the U.S. Borrower or any other Subsidiary of the U.S. Borrower or (c) transfer any of its assets to the U.S. Borrower or any other Subsidiary of the U.S. Borrower, except for such encumbrances or restrictions existing under or by reason of (i) this Agreement or any restrictions existing under the other Loan Documents, ; (ii) applicable law, (iii) any restrictions existing under the Senior Unsecured Note Indenture, (iv) the Senior Subordinated Note Indenture, (v) any Permitted Refinancing Debt Document, (vi) the debt agreements in connection with Indebtedness permitted under Section 7.02, (vii) Secured Notes Documents and any agreements governing any Liens otherwise permitted hereby Priority Lien Debt or Parity Lien Debt (as defined in which case, any prohibition or limitation shall only be effective against the assets subject to such Liens) and Collateral Trust Agreement); (viiiiii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iv) any restrictions by reason of customary provisions in joint venture agreements, leases, licenses and similar agreements entered into in the ordinary course of business consistent with past practice, (v) any restrictions imposed by agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) or (vi) any customary restrictions existing in documentation governing Subordinated Debt.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the U.S. Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the U.S. Borrower or any other Subsidiary of the U.S. Borrower, (b) make loans or advances to, or other Investments in, the U.S. Borrower or any other Subsidiary of the U.S. Borrower or (c) transfer any of its assets to the U.S. Borrower or any other Subsidiary of the U.S. Borrower, except for such encumbrances or restrictions existing under or by reason of (i) this Agreement or any restrictions existing under the other Loan Documents, (ii) applicable lawany Specified Swap Agreements, (iii) or the Senior Unsecured Note Indenture, (iv) the Senior Subordinated Note Indenture, (v) any Permitted Refinancing Debt Document, (vi) the debt agreements in connection with Indebtedness permitted under Section 7.02, (vii) any agreements governing any Liens otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets subject to such Liens) and (viiiii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) any restrictions contained in agreements governing any Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets subject to such Lien or Capital Lease Obligation), (iv) leases and other agreements containing customary provisions prohibiting or limiting the transfer or assignment thereof, and (v) customary restrictions in agreements relating to joint ventures, provided that such restrictions apply only to the ownership interests in such joint venture.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the U.S. Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the U.S. Borrower or any other Subsidiary of the U.S. BorrowerGuarantor, (b) make loans or advances to, or other Investments in, the U.S. Borrower or any other Subsidiary of the U.S. Borrower Guarantor or (c) transfer any of its assets to the U.S. Borrower or any other Subsidiary of the U.S. Borrower, except for such encumbrances or restrictions existing under or by reason of (i) this Agreement or any restrictions existing under the other Loan Documents, (ii) applicable law, (iii) the Senior Unsecured Note Indenture, (iv) Documents and the Senior Subordinated Note Indenture, (v) any Permitted Refinancing Debt Document, (vi) the debt agreements in connection with Indebtedness permitted under Section 7.02, (vii) any agreements governing any Liens otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets subject to such Liens) and (viiiii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) any restrictions in agreements governing any purchase money Liens or Capital Lease Obligations and similar Indebtedness otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (iv) customary restrictions in leases, licenses and similar arrangements entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the U.S. Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the U.S. Borrower or any other Subsidiary of the U.S. Borrower, (b) make loans or advances to, or other Investments in, the U.S. Borrower or any other Subsidiary of the U.S. Borrower or (c) transfer any of its assets to the U.S. Borrower or any other Subsidiary of the U.S. Borrower, except for such encumbrances or restrictions existing under or by reason of (i) this Agreement or any restrictions existing under the other Loan Documents, (ii) applicable law, (iii) the Senior Unsecured Note Indenture, (iv) the Senior Subordinated Note Indenture, (v) any Permitted Refinancing Debt Document, (vi) the debt agreements in connection with Indebtedness permitted under Section 7.02, (vii) any agreements governing any Liens otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets subject to such Liens) and (viii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) with respect to any Subsidiary that is not a Wholly Owned Subsidiary, restrictions contained in the formation documents of such Subsidiary (provided that in the case of any such Subsidiary in existence on the Closing Date, the exception provided for in this clause (iii) shall only be applicable with respect to the formation documents of such Subsidiary as in effect on July 9, 2010, or the date of formation of such Subsidiary if a later date) and (iv) the 2014 Indenture and any refinancing thereof permitted by Section 7.2(m); provided that the provisions of any such refinancing that impose any encumbrance or restriction described in the foregoing clauses (a) through (c) are at least as favorable to the Secured Parties as those contained in the 2014 Indenture.