Common use of Agreements Restricting Liens and Distributions Clause in Contracts

Agreements Restricting Liens and Distributions. Create or otherwise cause or suffer to exist any prohibition, encumbrance or restriction which prohibits or otherwise restricts the ability (a) of any Subsidiary to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to the Borrower or any Guarantor, except for any agreement in effect (i) on the date hereof or (ii) at the time any Person becomes a Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary, (b) of any Subsidiary to Guarantee the Debt of the Borrower; provided, however, that this clause (ii) shall not prohibit provisions customarily included in the terms of Debt incurred pursuant to Section 6.02(o) requiring that such Subsidiary also guarantee such Debt, or (c) of the Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Administrative Agent for the benefit of the Secured Parties on the Property of such Person; provided, however, that clause (a) or clause (c) shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Debt permitted under Section 6.02(f) solely to the extent any such negative pledge relates to the Property financed by or the subject of such Debt or (ii) customary limitations and restrictions contained in, and limited to, specific leases, licenses, conveyances and other contracts.

Agreements Restricting Liens and Distributions. Create The Borrower shall not, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist any prohibition, encumbrance or restriction which prohibits or otherwise restricts the ability (a) the ability of any Subsidiary to (i) pay dividends or make Restricted Payments other distributions or pay any Indebtedness owed to the Borrower or any Guarantor Subsidiary of the Borrower, (ii) make loans or to otherwise transfer property advances to the Borrower or any GuarantorSubsidiary of the Borrower, except for any agreement in effect (i) on the date hereof or (iiiii) at transfer any of its Properties to the time Borrower or any Person becomes a Subsidiary, so long as such agreement was not entered into solely in contemplation Subsidiary of such Person becoming a Subsidiary, the Borrower or (b) of any Subsidiary to Guarantee the Debt of the Borrower; provided, however, that this clause (ii) shall not prohibit provisions customarily included in the terms of Debt incurred pursuant to Section 6.02(o) requiring that such Subsidiary also guarantee such Debt, or (c) ability of the Borrower or any Subsidiary of the Borrower to create, incur, assume or suffer to exist Liens on property of such Person in favor any Lien upon its Property to secure the Obligations or to become a guarantor of the Administrative Agent for the benefit of the Secured Parties on the Property of such Person; providedObligations, however, that clause (a) other than prohibitions or clause (c) shall not prohibit restrictions existing under or by reason of: (i) this Agreement and the other Loan Documents; (ii) applicable Legal Requirements; (iii) customary non-assignment provisions entered into in the ordinary course of business and consistent with past practices; (iv) any negative pledge incurred restriction or provided in favor encumbrance with respect to a Subsidiary of the Borrower imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, so long as such sale or disposition is permitted under this Agreement; (v) any holder of Debt restriction arising under the credit facility permitted under Section 6.02(f6.11(g) solely to and (vi) Liens, prohibitions or restrictions permitted by Section 6.1 and any documents or instruments governing the extent terms of any Indebtedness or other obligations secured by any such negative pledge relates Liens, provided that such prohibitions or restrictions apply only to the Property financed by or the subject of to such Debt or (ii) customary limitations and restrictions contained in, and limited to, specific leases, licenses, conveyances and other contractsLiens.