Common use of Limitation on Restrictive Agreements Clause in Contracts

Limitation on Restrictive Agreements. The Borrower shall not, and shall not permit any Restricted Subsidiary or Bermuda Corp. to, enter into any indenture, agreement, instrument, financing document or other arrangement which, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon the acceptance of a waiver or consent, or the agreement to an amendment or change, by either of the Borrowers, with respect to any term or provision of this Agreement or any other Loan Paper. Except in connection with the issuance of Debt under Section 8.02 hereof, the ------------ Borrowers shall not, and shall not permit any of their Subsidiaries to, except as otherwise described on Schedule 8.13 hereto, enter into any ------------- indenture, agreement, instrument, financing document or other arrangement which, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes conditions (which are no more restrictive than those contained herein) upon: (a) the incurrence of indebtedness, (b) the granting of Liens, (c) the making or granting of Guarantees, (d) the payment of dividends or Distributions, (e) the purchase, redemption or retirement of any Capital Stock of such Borrower or any Subsidiary of either Borrower, (f) the making of loans or advances, (g) transfers or sales of Property or assets (including Capital Stock) by either Borrower, or any of their Subsidiaries, (h) the making of Investments or (i) any change of control or management. SECTION 13. Amendment of Section 8.18

Limitation on Restrictive Agreements. The Except those written agreements entered into in connection with the Existing Financing Documentation or other Debt in effect on the Closing Date, the Borrower and the Parent shall not, and shall not permit any Restricted Subsidiary or Bermuda Corp. to, enter into any indenture, agreement, instrument, financing document or other arrangement which, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon the acceptance of a waiver or consent, or the agreement to an amendment or change, by either of the Borrowers, with respect to any term or provision of this Agreement or any other Loan Paper. Except in connection with the issuance of Debt under Section 8.02 hereof, the ------------ Borrowers shall not, and shall not permit any of their Subsidiaries to, except as otherwise described on Schedule 8.13 hereto, enter into any ------------- indenture, agreement, instrument, financing document or other arrangement which, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes conditions (which are no more restrictive than those contained herein) upon: (a) the incurrence of indebtedness, (b) the granting of Liens, (c) the making or granting of Guarantees, (d) the payment of dividends or Distributions, (e) the purchase, redemption or retirement of any Capital Stock of such the Parent, the Borrower or any Subsidiary of either the Parent and/or the Borrower, (f) the making of loans or advances, (g) transfers or sales of Property or assets (including Capital Stock) by either the Borrower, the Parent or any of their the Restricted Subsidiaries, (h) the making of Investments or Investments, (i) any change of control or management. SECTION 13. Amendment , (j) the making of changes or amendments to this Agreement or any other Loan Paper, or (k) the acceptance of a waiver or consent with respect to any term or provision of this Agreement or any other Loan Paper, provided that, notwithstanding the foregoing, in connection with (i) any Preferred Stock issuance or debt issuance in accordance with the terms of Section 8.188.02(f)(i) hereof and any new capital lease in connection with Section 8.02(g) hereof, the Parent may agree to restrictive provisions so long as such provisions are 77 no more restrictive than the provisions in this agreement and such provisions shall not in any case restrict, limit or prohibit the Parent, the Borrower or any Restricted Subsidiary from (A) granting the Administrative Agent and the Lenders any Lien to secure the Obligations hereunder (except Liens on assets subject to Permitted Liens and Liens permitted under Section 8.03(b) hereof), (B) guaranteeing any portion of the Obligations, (C) amending any provision of this Agreement or any Loan Paper or (D) accepting any waiver or consent with respect to any provision of this Amendment or the Loan Papers and (ii) any Subordinated Indebtedness issuance in accordance with the terms of Section 8.02(f)(ii) hereof, the Parent may agree to restrictive provisions so long as such provisions are no more restrictive than the provisions in the Subordinated Notes Documentation and such provisions shall not in any case restrict, limit or prohibit the Parent, the Borrower or any Restricted Subsidiary from (A) granting the Administrative Agent and the Lenders any Lien to secure the Obligations hereunder (except Liens on assets subject to Permitted Liens and Liens permitted under Section 8.03(b) hereof), (B) guaranteeing any portion of the Obligations, (C) amending any provision of this Agreement or any Loan Paper or (D) accepting any waiver or consent with respect to any provision of this Amendment or the Loan Papers.

Limitation on Restrictive Agreements. The Borrower shall not, and shall not permit the Parents or any Restricted Subsidiary to, other than in connection with the Term Loan B Agreement, the Term Loan B Papers, the Senior Notes, the Revolver/Term Credit Agreement, the AUSP Financing Agreements or Bermuda Corp. tothe Project Agreements, enter into any indenture, agreement, instrument, financing document or other arrangement which, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon the acceptance of a waiver or consent, or the agreement to an amendment or change, by either of the Borrowers, with respect to any term or provision of this Agreement or any other Loan Paper. Except in connection with the issuance of Debt under Section 8.02 hereof, the ------------ Borrowers shall not, and shall not permit any of their Subsidiaries to, except as otherwise described on Schedule 8.13 hereto, enter into any ------------- indenture, agreement, instrument, financing document or other arrangement which, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes conditions (which are no more restrictive than those contained herein) upon: (a) the incurrence of indebtednessDebt, (b) the granting of LiensLiens (except for provisions contained in Capital Leases of property that are permitted hereunder that limit Liens only on the specific property subject to the Capital Lease, except for Liens in favor of the Administrative Agent and the Lenders), (c) the making or granting of Guarantees, (d) the payment of dividends or Distributions, (e) the purchase, redemption or retirement of any Capital Stock of such Borrower or any Subsidiary of either BorrowerStock, (f) the making of loans or advances, (g) transfers or sales of Property property or assets (including Capital Stock) by either Borrowerthe Parents, the Borrower or any of their the Restricted Subsidiaries, (h) the making of Investments or acquisitions, or (i) any change of control or management. SECTION 1316. Amendment to Section 8.01. Section 8.01 in Article VIII of Section 8.18the Credit Agreement shall be amended by deleting the "or" after subsection (w), adding "or" after subsection (y) and adding subsection (z) which shall read as follows:

Limitation on Restrictive Agreements. The Borrower shall not, and shall not permit the Parents or any Restricted Subsidiary to, other than in connection with the Term Loan B Agreement, the Term Loan B Papers, the Senior Notes, the Revolving Credit Agreement, the AUSP Financing Agreements or Bermuda Corp. tothe Project Agreements, enter into any indenture, agreement, instrument, financing document or other arrangement which, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon the acceptance of a waiver or consent, or the agreement to an amendment or change, by either of the Borrowers, with respect to any term or provision of this Agreement or any other Loan Paper. Except in connection with the issuance of Debt under Section 8.02 hereof, the ------------ Borrowers shall not, and shall not permit any of their Subsidiaries to, except as otherwise described on Schedule 8.13 hereto, enter into any ------------- indenture, agreement, instrument, financing document or other arrangement which, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes conditions (which are no more restrictive than those contained herein) upon: (a) the incurrence of indebtednessDebt, (b) the granting of LiensLiens (except for provisions contained in Capital Leases of property that are permitted hereunder that limit Liens only on the specific property subject to the Capital Lease, except for Liens in favor of the Administrative Agent and the Lenders), (c) the making or granting of Guarantees, (d) the payment of dividends or Distributions, (e) the purchase, redemption or retirement of any Capital Stock of such Borrower or any Subsidiary of either BorrowerStock, (f) the making of loans or advances, (g) transfers or sales of Property property or assets (including Capital Stock) by either Borrowerthe Parents, the Borrower or any of their the Restricted Subsidiaries, (h) the making of Investments or acquisitions, or (i) any change of control or management. SECTION 13. Amendment of Section 8.18

Limitation on Restrictive Agreements. The Except those written agreements entered into in connection with the Existing Financing Documentation or other Debt in effect on the Closing Date, the Borrower and the Parent shall not, and shall not permit any Restricted Subsidiary or Bermuda Corp. to, enter into any indenture, agreement, instrument, financing document or other arrangement which, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon the acceptance of a waiver or consent, or the agreement to an amendment or change, by either of the Borrowers, with respect to any term or provision of this Agreement or any other Loan Paper. Except in connection with the issuance of Debt under Section 8.02 hereof, the ------------ Borrowers shall not, and shall not permit any of their Subsidiaries to, except as otherwise described on Schedule 8.13 hereto, enter into any ------------- indenture, agreement, instrument, financing document or other arrangement which, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes conditions (which are no more restrictive than those contained herein) upon: (a) the incurrence of indebtedness, (b) the granting of Liens, (c) the making or granting of Guarantees, (d) the payment of dividends or Distributions, (e) the purchase, redemption or retirement of any Capital Stock of such the Parent, the Borrower or any Subsidiary of either the Parent and/or the Borrower, (f) the making of loans or advances, (g) transfers or sales of Property or assets (including Capital Stock) by either the Borrower, the Parent or any of their the Restricted Subsidiaries, (h) the making of Investments or Investments, (i) any change of control or management. SECTION 13. Amendment , (j) the making of changes or amendments to this Agreement or any other Loan Paper, or (k) the acceptance of a waiver or consent with respect to any term or provision of this Agreement or any other Loan Paper, provided that, notwithstanding the foregoing, in connection with (i) any Preferred Stock issuance or debt issuance in accordance with the terms of Section 8.188.02(f)(i) hereof and any new capital lease in connection with Section 8.02(g) hereof, the Parent may agree to restrictive provisions so long as such provisions are no more restrictive than the provisions in this agreement and such provisions shall not in any case restrict, limit or prohibit the Parent, the Borrower or any Restricted Subsidiary from (A) granting the Administrative Agent and the Lenders any Lien to secure the Obligations hereunder (except Liens on assets subject to Permitted Liens and Liens permitted under Section 8.03(b) hereof), (B) guaranteeing any portion of the Obligations, (C) amending any provision of this Agreement or any Loan Paper or (D) accepting any waiver or consent with respect to any provision of this Amendment or the Loan Papers and (ii) any Subordinated Indebtedness issuance in accordance with the terms of Section 8.02(f)(ii) hereof, the Parent may agree to restrictive provisions so long as such provisions are no more restrictive than the provisions in the Subordinated Notes Documentation and such provisions shall not in any case restrict, limit or prohibit the Parent, the Borrower or any Restricted Subsidiary from (A) granting the Administrative Agent and the Lenders any Lien to secure the Obligations hereunder (except Liens on assets subject to Permitted Liens and Liens permitted under Section 8.03(b) hereof), (B) guaranteeing any portion of the Obligations, (C) amending any provision of this Agreement or any Loan Paper or (D) accepting any waiver or consent with respect to any provision of this Amendment or the Loan Papers.