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.

Agreements Restricting Liens and Distributions. Create Except for restrictions and conditions (a) imposed by Law, (b) existing on the date hereof and described in Schedule 6.09, together with each extension, renewal, amendment or modification to the extent it does not expand the scope of any such restriction or condition or otherwise make the same more restrictive, (c) of a customary nature contained in agreements relating to the Disposition of a Subsidiary otherwise permitted under this Agreement pending such Disposition, provided such restrictions and conditions apply only to the Subsidiary that is to be Disposed of, (d) contained in joint venture agreements or other similar agreements entered into in the ordinary course of business and to the extent permitted hereunder in respect to the Disposition or distribution of assets of such joint venture and (e) contained in any Loan Document, create or otherwise cause or suffer permit to exist any prohibition, encumbrance or restriction which prohibits or otherwise restricts limits the ability (aA) of any Subsidiary to make Restricted Payments to the Borrower or any Guarantor Loan Party 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 SubsidiaryLoan Party, (bB) of any Subsidiary to Guarantee the Debt Obligations 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 Debtany Loan Party, or (cC) of the Borrower or any Subsidiary to create, incur, assume or suffer permit to exist Liens on property of such Person in favor of to secure the Administrative Agent for the benefit of the Secured Parties on the Property of such PersonObligations; provided, however, that this clause (a) or clause (cC) shall not (1) prohibit (i) any negative pledge incurred or provided in favor of any holder of Debt a Lien permitted under by (x) clause (f) in the definition of the term “Excepted Liens”, (y) Sections 6.01(c) or (z) Section 6.02(f) 6.01(d), in each case solely to the extent any such negative pledge relates to the Property financed by or the subject of such Debt Permitted Lien or (ii2) apply to customary limitations and restrictions contained in, and limited to, specific provisions in leases, licenseslicenses and similar contracts restricting the assignment, conveyances and other contractsencumbrance, sub-letting or transfer thereof.

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 of any Loan Party to make Restricted Payments dividends or distributions on Equity Interests of any to the Borrower or any Guarantor Loan Party 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 SubsidiaryLoan Party, (b) of any Subsidiary Loan Party to Guarantee guarantee the Debt Obligations 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, Borrower or (c) of the Borrower or any Subsidiary Loan Party 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 other than: (a) customary provisions restricting subletting, transfer, license or clause assignment in any contract of the Loan Parties entered into in the Ordinary Course of Business; (cb) shall not prohibit (i) any negative pledge incurred or provided restrictions in favor of any holder of agreements evidencing Debt permitted under Section 6.02(fclause (b) of the definition of Permitted Indebtedness solely to the extent any such negative pledge restriction relates to the Property property financed by or the subject of such Debt or Indebtedness; (iic) customary limitations encumbrances or restrictions on cash or other deposits imposed by customers under agreements entered into in the Ordinary Course of Business; (d) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.1 pending the consummation of such sale; (e) encumbrances or restrictions contained inon cash or other deposits imposed by counterparties under hedge agreements; and (f) restrictions on transfers of assets subject to Permitted Encumbrance (but, and limited towith respect to any such Permitted Encumbrance, specific leasesonly to the extent that such transfer restrictions apply solely to the assets that are the subject of such Permitted Encumbrance). Notwithstanding anything herein to the contrary, licensesno Loan Party or their Subsidiaries shall create or otherwise cause or suffer to exist any prohibition, conveyances and other contractsencumbrance or restriction which prohibits or otherwise restricts the ability of any Loan Party to create, incur, assume or suffer to exist Liens any Real Property of such Person that does not constitute Collateral.