Common use of Clauses Restricting Subsidiary Distributions Clause in Contracts

Clauses Restricting Subsidiary Distributions. Except as listed on Schedule 8.15, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of either Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower which owns the Capital Stock of such Subsidiary or any other Subsidiary of such Borrower, (b) make loans or advances to, or other Investments in, the Borrower which owns the Capital Stock of such Subsidiary or any other Subsidiary of such Borrower or (c) transfer any of its assets to the Borrower which owns the Capital Stock of such Subsidiary or any other Subsidiary of such Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and (ii) 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. Except as listed on Schedule 8.15for Indebtedness permitted by Section 8.2(g), enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of either the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower which owns the Capital Stock of such Subsidiary or any other Subsidiary of such the Borrower, (b) make loans or advances to, or other Investments in, the Borrower which owns the Capital Stock of such Subsidiary or any other Subsidiary of such the Borrower or (c) transfer any of its assets to the Borrower which owns the Capital Stock of such Subsidiary or any other Subsidiary of such the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and the Senior Subordinated Note Indenture and (ii) 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. Except as listed on Schedule 8.15, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of either the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower which owns the Capital Stock of such Subsidiary or any other Subsidiary of such the Borrower, (b) make loans or advances to, or other Investments in, the Borrower which owns the Capital Stock of such Subsidiary or any other Subsidiary of such the Borrower or (c) transfer any of its assets to the Borrower which owns the Capital Stock of such Subsidiary or any other Subsidiary of such the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions or encumbrances existing under the Interim Loan Documents as in effect on the date hereof, and (iiiii) 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. Except as listed on Schedule 8.15, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of either the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower which owns the Capital Stock of such Subsidiary or any other Subsidiary of such the Borrower, (b) make loans or advances to, or other Investments in, the Borrower which owns the Capital Stock of such Subsidiary or any other Subsidiary of such the Borrower or (c) transfer any of its assets to the Borrower which owns the Capital Stock of such Subsidiary or any other Subsidiary of such the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and Documents, (ii) 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 and (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.

Clauses Restricting Subsidiary Distributions. Except as listed on Schedule 8.15, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of either Borrower to (a) make Restricted Divi- dend Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower which owns the Capital Stock of such Subsidiary or any other Subsidiary of such BorrowerBor- rower, (b) make loans or advances to, or other Investments in, the Borrower which owns the Capital Stock of such Subsidiary or any other Subsidiary of such Borrower or (c) transfer any of its assets to the Borrower which owns the Capital Stock of such Subsidiary Bor- rower or any other Subsidiary of such Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and Credit Documents, (ii) any restrictions with respect to a Subsidiary Sub- sidiary imposed pursuant to an agreement that has been entered into in connection con- nection with the Disposition disposition of all or substantially all of the Capital Stock or assets of such SubsidiarySubsidiary and (iii) the 2011 Indenture or any other Indebtedness so long as such encumbrances or restrictions, taken as a whole, are no more restrictive than those contained in the 2011 Indenture.

Clauses Restricting Subsidiary Distributions. Except as listed on Schedule 8.15, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of either the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower which owns the Capital Stock of such Subsidiary or any other Subsidiary of such the Borrower, (b) make loans or advances to, or other Investments in, the Borrower which owns the Capital Stock of such Subsidiary or any other Subsidiary of such the Borrower or (c) transfer any of its assets to the Borrower which owns the Capital Stock of such Subsidiary or any other Subsidiary of such the 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 restrictions existing under the Loan Documents Permitted Refinancing Debt Document and (iivi) 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. Except as listed on Schedule 8.15, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of either the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower which owns the Capital Stock of such Subsidiary or any other Subsidiary of such the Borrower, (b) make loans or advances to, or other Investments in, the Borrower which owns the Capital Stock of such Subsidiary or any other Subsidiary of such the Borrower or (c) transfer any of its assets to the Borrower which owns the Capital Stock of such Subsidiary or any other Subsidiary of such the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and (ii) 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 other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12.

Clauses Restricting Subsidiary Distributions. Except as listed on Schedule 8.15, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of either the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower which owns the Capital Stock of such Subsidiary or any other Subsidiary of such the Borrower, (b) make loans or advances to, or other Investments in, the Borrower which owns the Capital Stock of such Subsidiary or any other Subsidiary of such the Borrower or (c) transfer any of its assets to the Borrower which owns the Capital Stock of such Subsidiary or any other Subsidiary of such the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under this Agreement or the other Loan Documents Documents, (ii) applicable law, (iii) the Seller Senior Subordinated Note, (iv) the Senior Subordinated Note Indenture, (v) the Deferred Payment Obligation and (iivi) 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. Except as listed on Schedule 8.15, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of either the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower which owns the Capital Stock of such Subsidiary or any other Subsidiary of such the Borrower, (b) make loans or advances to, or other Investments in, the Borrower which owns the Capital Stock of such Subsidiary or any other Subsidiary of such the Borrower or (c) transfer any of its assets to the Borrower which owns the Capital Stock of such Subsidiary or any other Subsidiary of such the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, (ii) restrictions in effect on the date hereof and listed on Schedule 7.14, (iii) in the case of clause (c) above, customary non-assignment clauses in leases and other contracts entered into in the ordinary course of business and (iiiv) 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. Except as listed on Schedule 8.15, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of either the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower which owns the Capital Stock of such Subsidiary or any other Restricted Subsidiary of such the Borrower, (b) make loans or advances to, or other Investments in, the Borrower which owns the Capital Stock of such Subsidiary or any other Restricted Subsidiary of such the Borrower or (c) transfer any of its assets to the Borrower which owns the Capital Stock of such Subsidiary or any other Restricted Subsidiary of such the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents Documents, the Senior Notes Indentures , the OpCo Notes Indenture or Requirements of Law and (ii) any restrictions with respect to a Restricted 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 Restricted Subsidiary.

Clauses Restricting Subsidiary Distributions. Except as listed on Schedule 8.15, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of either the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower which owns the Capital Stock of such Subsidiary or any other Subsidiary of such the Borrower, (b) make loans or advances to, or other Investments in, the Borrower which owns the Capital Stock of such Subsidiary or any other Subsidiary of such the Borrower or (c) transfer any of its assets to the Borrower which owns the Capital Stock of such Subsidiary or any other Subsidiary of such the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and Documents, the 2008 Senior Exchangeable Note Indenture, the Senior Exchangeable Note Indenture or the Senior Indenture, (ii) 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, and (iii) any restrictions set forth in the organizational documents of the Subsidiaries of the Borrower listed on Schedule ES.