Common use of Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries Clause in Contracts

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. Borrower will not, and will not cause or permit any Consolidated Subsidiary (excluding any Strategic Investee Subsidiary) to, directly or indirectly, create or otherwise cause or suffer to exist, or enter into any agreement with any Person that would cause to become effective, any consensual encumbrance or restriction of any kind, on the ability of any such Consolidated Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distribution on or in respect of its capital stock or any other interest or participation in, or measured by, its profits, to Borrower or any other Subsidiary, (b) pay any Indebtedness owed to Borrower or any other Subsidiary, (c) make loans or advances to, or guarantee any Indebtedness or other obligations of, Borrower or any other Subsidiary or (d) transfer any of its property or assets to Borrower or any other Subsidiary, except any encumbrance or restriction (i) existing under any agreement governing the terms of or otherwise arising as a result of purchase money Indebtedness for equipment or other goods acquired in the ordinary course of business that only imposes encumbrances and restrictions on the goods so acquired; (ii) contained in any agreement for the sale or disposition of the capital stock of or other equity interest in, or assets of, any Subsidiary; provided, however, that such encumbrances and restrictions described in this clause (ii) are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 7.10. to the extent applicable thereto; or (iii) existing under any agreement that refinances or replaces the agreements containing the encumbrance or restrictions in the foregoing clause (i); provided, however, that the terms and conditions of any such restrictions permitted under this clause (iii) are not materially less favorable to Lenders than those under or pursuant to the agreement evidencing the Indebtedness refinanced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. Borrower The Company will not, and will not cause or permit any Consolidated Subsidiary (excluding any Strategic Investee Subsidiary) of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist, or enter into any agreement with any Person that would cause to become effective, any consensual encumbrance or restriction of any kind, on the ability of any such Consolidated Subsidiary to (ai) pay dividends, in cash or otherwise, dividends or make any other distribution on or in respect of its capital stock or Capital Stock, (ii) pay any other interest or participation in, or measured by, its profits, Indebtedness owed to Borrower the Company or any other Subsidiary, (b) pay any Indebtedness owed to Borrower or any other Subsidiary, (ciii) make loans or advances to, or guarantee any Indebtedness or other obligations of, Borrower 117 Investment in the Company or any other Subsidiary or (div) transfer any of its property properties or assets to Borrower the Company or any other Subsidiary, except for: (a) any encumbrance or restriction (i) existing under pursuant to any agreement governing the terms of or otherwise arising as a result of purchase money Indebtedness for equipment or other goods acquired in the ordinary course of business that only imposes encumbrances and restrictions effect on the goods so acquireddate hereof and listed on Schedule II hereto; (iib) contained in any agreement for the sale encumbrance or disposition restriction, with respect to a Subsidiary that is not a Subsidiary of the capital stock Company on the date of or other equity interest inthe Indenture, in existence at the time such Person becomes a Subsidiary of the Company and not incurred in connection with, or assets in contemplation of, any such Person becoming a Subsidiary; provided, however, that such encumbrances and restrictions described in this clause (iic) are only applicable to such Subsidiary any encumbrance or assets, as applicable, and any such sale or disposition is made in compliance with Section 7.10. to the extent applicable thereto; or (iii) restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrance encumbrances or restrictions in the foregoing clauses (a) and (b), or in this clause (ic); provided, however, provided that the terms and conditions of any such encumbrances or restrictions permitted under this clause (iii) are not materially less favorable to Lenders no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness refinancedso extended, renewed, refinanced or replaced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. Borrower The Company will not, and will not cause or permit any Consolidated Subsidiary (excluding any Strategic Investee Subsidiary) of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist, exist or enter into become effective any agreement with any Person that would cause to become effective, any consensual encumbrance or restriction of any kind, on the ability of any such Consolidated Subsidiary of the Company to (a) pay dividends, in cash or otherwise, or make any other distribution distributions on or in respect of its capital stock Capital Stock or any other interest or participation in, or measured by, its profits, to Borrower or any other Subsidiary, (b) pay any Indebtedness owed to Borrower the Company or any other SubsidiarySubsidiary of the Company, (c) make loans or advances to, or guarantee any Indebtedness or other obligations ofInvestment in, Borrower the Company or any other Subsidiary or of the Company, (d) transfer any of its property properties or assets to Borrower the Company or any other SubsidiarySubsidiary of the Company or (e) guarantee any Indebtedness of the Company or any other Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Subsidiary of the Company, (iii) customary restrictions on transfers of property subject to a Lien permitted under the Indenture, (iv) any agreement or other instrument of a Person acquired by the Company or any Subsidiary of the Company (or a Subsidiary of such Person) in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the properties or assets of the Person, so acquired, (v) provisions contained in agreements or instruments relating to Indebtedness which prohibit the transfer of all or substantially all of the assets of the obligor thereunder unless the transferee shall assume the obligations of the obligor under such agreement or instrument, (vi) any restriction with respect to a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary pending the closing of such sale or disposition, (vii) any encumbrance or restriction (i) existing under any agreement governing the terms of arising or otherwise arising as a result of purchase money Indebtedness for equipment or other goods acquired agreed to in the ordinary course of business and that only imposes does not, individually or in the aggregate, detract from the value of the property or assets of the Company or any Subsidiary in any manner material to the Company or such Subsidiary and (viii) encumbrances and restrictions under agreements in effect on the goods so acquired; (ii) contained in any agreement for Issue Date, including the sale or disposition of the capital stock of or other equity interest inBank Credit Agreement, or assets of, any Subsidiary; provided, however, that such and encumbrances and restrictions described in permitted refinancings or replacements of Indebtedness evidenced by the agreements referred to in this clause (iiviii) which are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 7.10. to the extent applicable thereto; or (iii) existing under any agreement that refinances or replaces the agreements containing the encumbrance or restrictions in the foregoing clause (i); provided, however, that the terms and conditions of any such restrictions permitted under this clause (iii) are not materially no less favorable to Lenders the Holders than those under or pursuant to the agreement evidencing contained in the Indebtedness refinancedso refinanced or replaced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. Borrower The Company will not, and will not cause or permit any Consolidated Subsidiary (excluding any Strategic Investee Subsidiary) of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist, exist or enter into become effective any agreement with any Person that would cause to become effective, any consensual encumbrance or restriction of any kind, on the ability of any such Consolidated Subsidiary of the Company to (a) pay dividends, in cash or otherwise, or make any other distribution distributions on or in respect of its capital stock Capital Stock or any other interest or participation in, or measured by, its profits, to Borrower or any other Subsidiary, (b) pay any Indebtedness owed to Borrower the Company or any other SubsidiarySubsidiary of the Company, (c) make loans or advances to, or guarantee any Indebtedness or other obligations ofInvestment in, Borrower the Company or any other Subsidiary or of the Company, (d) transfer any of its property properties or assets to Borrower the Company or any other SubsidiarySubsidiary of the Company or (e) guarantee any Indebtedness of the Company or any other Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Subsidiary of the Company, (iii) customary restrictions on transfers of property subject to a Lien permitted under this Indenture, (iv) any agreement or other instrument of a Person acquired by the Company or any Subsidiary of the Company (or a Subsidiary of such Person) in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the properties or assets of the Person, so acquired, (v) provisions contained in agreements or instruments relating to Indebtedness which prohibit the transfer of all or substantially all of the assets of the obligor thereunder unless the transferee shall assume the obligations of the obligor under such agreement or instrument, (vi) any restriction with respect to a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary pending the closing of such sale or disposition, (vii) any encumbrance or restriction (i) existing under any agreement governing the terms of arising or otherwise arising as a result of purchase money Indebtedness for equipment or other goods acquired agreed to in the ordinary course of business and that only imposes does not, individually or in the aggregate, detract from the value of the property or assets of the Company or any Subsidiary in any manner material to the Company or such Subsidiary and (viii) encumbrances and restrictions under agreements in effect on the goods so acquired; (ii) contained in any agreement for Issue Date, including the sale or disposition of the capital stock of or other equity interest inBank Credit Agreement, or assets of, any Subsidiary; provided, however, that such and encumbrances and restrictions described in permitted refinancings or replacements of Indebtedness evidenced by the agreements referred to in this clause (iiviii) which are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 7.10. to the extent applicable thereto; or (iii) existing under any agreement that refinances or replaces the agreements containing the encumbrance or restrictions in the foregoing clause (i); provided, however, that the terms and conditions of any such restrictions permitted under this clause (iii) are not materially no less favorable to Lenders the Holders than those under or pursuant to the agreement evidencing contained in the Indebtedness refinancedso refinanced or replaced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. Borrower The Company will not, and will not cause or permit any Consolidated Subsidiary (excluding any Strategic Investee Subsidiary) of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist, exist or enter into any agreement with any Person that would cause to become effective, effective any consensual encumbrance or restriction of any kind, kind on the ability of any such Consolidated Subsidiary of its Subsidiaries to (a) pay dividends, in cash or otherwise, dividends or make any other distribution on distributions to the Company or in respect any of its capital stock or any other interest or participation in, or measured by, Subsidiaries on its profits, to Borrower or any other SubsidiaryCapital Stock, (b) pay any Indebtedness owed to Borrower the Company or any other Subsidiaryof its Subsidiaries, (c) make loans or advances to, or guarantee any Indebtedness or other obligations of, Borrower to the Company or any other Subsidiary or Subsidiary, (d) transfer any of its property properties or assets to Borrower the Company or any other Subsidiary, (e) grant liens or security interests on the assets of the Company or any of its Subsidiaries in favor of the holders of the Notes or (f) guarantee the Notes or any renewals or refinancings thereof, except any encumbrance or restriction for (i) such encumbrances or restrictions arising by reason of Acquired Indebtedness of any of the Company's Subsidiaries existing under at the time such Person became a Subsidiary of the Company; provided that such encumbrances or restrictions were not created in anticipation of such Person becoming a Subsidiary and are not applicable to the Company or any agreement governing the terms of or otherwise arising as a result of purchase money Indebtedness for equipment or its other goods acquired in the ordinary course of business that only imposes encumbrances and restrictions on the goods so acquired; Subsidiaries, (ii) contained in any agreement for the sale or disposition of the capital stock of or other equity interest in, or assets of, any Subsidiary; provided, however, that such encumbrances and restrictions described in this clause (ii) are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 7.10. to the extent applicable thereto; or (iii) existing under any agreement that refinances or replaces the agreements containing the encumbrance or restrictions in the foregoing clause (i)arising under Refinancing Indebtedness; provided, however, provided that the terms and conditions of any such restrictions permitted under this clause (iii) are not materially no less favorable to Lenders the holders of Notes than those under or pursuant to the agreement evidencing the Indebtedness being refinanced.,

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. Borrower will The Company shall not, and will shall not cause or permit any Consolidated Subsidiary (excluding any Strategic Investee Subsidiary) of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist, exist or enter into any agreement with any Person that would cause to become effective, effective any consensual encumbrance or restriction of any kind, on the ability of any such Consolidated Subsidiary of the Company to (a) pay dividends, in cash or otherwise, dividends or make any other distribution on or in respect of its capital stock Capital Stock to the Company or any other interest or participation in, or measured by, its profits, to Borrower or any other SubsidiarySubsidiary of the Company, (b) pay any Indebtedness owed to Borrower the Company or any other Subsidiarya Subsidiary of the Company, (c) make loans or advances to, or guarantee any Indebtedness or other obligations of, Borrower Investment in the Company or any other Subsidiary of the Company or (d) transfer any of its property properties or assets to Borrower the Company or any other SubsidiarySubsidiary of the Company, except (i) any encumbrance or restriction, with respect to a Subsidiary of the Company that is not a Subsidiary of the Company on the date of this Indenture, in existence at the time such person becomes a Subsidiary of the Company and not incurred in connection with, or in contemplation of, such person becoming a Subsidiary of the Company; (ii) customary provisions restricting subletting or assignment of any lease or assignment of any other contract to which the Company or any Subsidiary of the Company is a party or to which any of their respective properties or assets are subject; (iii) any encumbrance or restriction (i) existing under any agreement governing the terms of or otherwise arising as a result of purchase money Indebtedness for equipment or other goods acquired in the ordinary course of business that only imposes encumbrances and restrictions on the goods so acquired; (ii) contained in any agreement contracts for sales of assets permitted by Section 4.14 with respect to the sale or disposition of the capital stock of or other equity interest in, or assets of, any Subsidiary; provided, however, that such encumbrances and restrictions described in this clause (ii) are only applicable to be sold pursuant to such Subsidiary contract; and (iv) any encumbrance or assets, as applicable, and any such sale or disposition is made in compliance with Section 7.10. to the extent applicable thereto; or (iii) restriction existing under any agreement that refinances extends, renews or replaces the agreements containing the encumbrance encumbrances or restrictions in the foregoing clause (i); provided, however, provided that the terms and conditions of any such encumbrances or restrictions permitted under this clause (iii) are not materially less favorable to Lenders the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness refinancedso extended, renewed or replaced.