Common use of Restrictions on Negative Pledges and Upstream Limitations Clause in Contracts

Restrictions on Negative Pledges and Upstream Limitations. None of the Borrowers will, nor will permit any of its Subsidiaries to (a) enter into or permit to exist any arrangement or agreement (excluding this Credit Agreement, the other Loan Documents, the 2014 BGI Note Purchase Agreement and any definitive documentation for any Merion Acquisition Debt) which directly or indirectly prohibits such Borrower or any of its Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Subsidiaries whether now owned or hereafter acquired, or (b) enter into any agreement, contract or arrangement (excluding this Credit Agreement, the other Loan Documents and the 2014 BGI Note Purchase Agreement) restricting the ability of any Subsidiary of such Borrower to pay or make dividends or distributions in cash or kind to such Borrower, to make loans, advances or other payments of whatsoever nature to such Borrower, or to make transfers or distributions of all or any part of its assets to such Borrower; in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under Section 9.02(a), (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by such Borrower or such Subsidiary in the ordinary course of its business, (iii) any negative pledges granted in the Existing Senior Debt and (iv) negative pledges with respect to specific assets acquired pursuant to a permitted acquisition under Section 9.05, provided, that, any such negative pledge is included in an agreement that existed prior to such acquisition and was not created in anticipation thereof.

Restrictions on Negative Pledges and Upstream Limitations. None of the Borrowers will, nor will permit any of its Subsidiaries to (a) enter into or permit to exist any arrangement or agreement (excluding this Credit Agreement, the other Loan Documents, the 2014 BGI Note Purchase Agreement Documents and any definitive documentation for the Merion Bridge Facility or any Merion Acquisition DebtPermanent Financing) which directly or indirectly prohibits such Borrower or any of its Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Subsidiaries whether now owned or hereafter acquired, or (b) enter into any agreement, contract or arrangement (excluding this Credit Agreement, Agreement and the other Loan Documents and the 2014 BGI Note Purchase AgreementDocuments) restricting the ability of any Subsidiary of such Borrower to pay or make dividends or distributions in cash or kind to such Borrower, to make loans, advances or other payments of whatsoever nature to such Borrower, or to make transfers or distributions of all or any part of its assets to such Borrower; in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under Section 9.02(a), (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by such Borrower or such Subsidiary in the ordinary course of its business, (iii) any negative pledges granted in the Existing Senior Debt and (iv) negative pledges with respect to specific assets acquired pursuant to a permitted acquisition under Section 9.05, provided, that, any such negative pledge is included in an agreement that existed prior to such acquisition and was not created in anticipation thereof.