Common use of Limitation on Dividend Restrictions Affecting Subsidiaries Clause in Contracts

Limitation on Dividend Restrictions Affecting Subsidiaries. The Company will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any restriction on the ability of any such Subsidiary to (i) pay dividends or make any other Distributions on its Equity Interests or with respect to any other interest or participation in, or measured by, its sales, revenues or profits, or pay any Indebtedness owed to the Company or a Subsidiary of the Company, or (ii) make loans or advances to the Company or a Subsidiary of the Company, except for such restrictions existing under or by reason of (A) applicable law, (B) this Agreement, (C) any instrument governing indebtedness existing on the Issuance date or any exchange, refinancing or refunding thereof permitted under this Agreement; provided, that the terms of the new Indebtedness to be incurred shall not impose any greater encumbrance or restriction than those existing pursuant to the terms of the Indebtedness proposed to be so exchanged, refinanced or refunded, (D) customary assignment provisions of any agreement or obligation, including a lease governing a leasehold interest, of the Company or a Subsidiary of the Company, (E) any instruments governing or evidencing the Warehouse Lines of Credit or any other Indebtedness permitted by this Agreement (including any liens or guarantees created thereunder), (F) any instrument governing or evidencing Indebtedness of a person acquired by the Company or any Subsidiary of the Company at the time of such acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person, or the property or assets of the person, so acquired; provided, that such Indebtedness is not incurred in connection with or in contemplation of such acquisition, or (G) any instrument governing or evidencing Indebtedness of a Securitization Subsidiary, provided, that such restrictions relate solely to such Securitization Subsidiary.

Limitation on Dividend Restrictions Affecting Subsidiaries. The Company will shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any such Subsidiary to (ia) pay to the Company or any other Subsidiary dividends or make to the Company or any other Distributions Subsidiary any other distribution on its Equity Interests or with respect to any other interest or participation inCapital Stock, or measured by, its sales, revenues or profits, or (b) pay any Indebtedness debt owed to the Company or a Subsidiary of the Companyany other Subsidiary, or (iic) make loans or advances to the Company or a any other Subsidiary or (d) transfer any of its property or assets to the CompanyCompany or any other Subsidiary, except for other than such encumbrances, liens or restrictions existing or created under or by reason of (Ai) applicable lawlaws, (Bii) this AgreementIndenture, (Ciii) covenants or restrictions contained in any instrument governing indebtedness debt of the Company or any of the Subsidiaries existing on the Issuance date of this Indenture, or covenants or restrictions in any exchangeloan documents relating to Senior Indebtedness incurred after the date hereof, refinancing provided that in the absence of a default under any such loan documents, no such restriction shall prevent a Subsidiary from paying dividends or refunding thereof permitted under this Agreement; providedotherwise distributing funds to the Company in amounts sufficient to enable the Company to make interest and principal payments on the Securities as and when due, that the terms of the new Indebtedness to be incurred shall not impose any greater encumbrance or restriction than those existing (including a mandatory redemption pursuant to the terms of the Indebtedness proposed to be so exchanged, refinanced or refundedSection 1401), (Div) customary provisions restricting subletting, assignment provisions and transfer of any agreement or obligation, including a lease governing a leasehold interest, interest of the Company or a Subsidiary any of the Company, (E) any instruments governing or evidencing the Warehouse Lines of Credit or any other Indebtedness permitted by this Agreement (including any liens or guarantees created thereunder), (F) any instrument governing or evidencing Indebtedness of a person acquired by the Company or any Subsidiary of the Company at the time of such acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person, or the property or assets of the person, so acquired; provided, that such Indebtedness is not incurred in connection with Subsidiaries or in contemplation of such acquisition, any license or (G) any instrument governing or evidencing Indebtedness of a Securitization Subsidiary, provided, that such restrictions relate solely to such Securitization Subsidiary.other agreement entered

Limitation on Dividend Restrictions Affecting Subsidiaries. The Company will shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any such Subsidiary to (ia) pay to the Company dividends or make to the Company any other Distributions distribution on its Equity Interests or with respect to any other interest or participation inSubsidiary's Capital Stock, or measured by, its sales, revenues or profits, or (b) pay any Indebtedness debt owed to the Company or a Subsidiary any of the CompanySubsidiaries, or (iic) make loans or advances to the Company or a Subsidiary any of the CompanySubsidiaries or (d) transfer any of its property or assets to the Company or any of the Subsidiaries, except for other than such encumbrances or restrictions existing or created under or by reason of (Ai) applicable law, (Bii) this AgreementIndenture, (Ciii) covenants or restrictions contained in any instrument governing indebtedness debt of the Company or any of the Subsidiaries existing on the Issuance date of this Indenture or hereafter, provided that in the absence of a default under any exchangesuch loan documents, refinancing no such restriction shall prevent a Subsidiary from paying dividends or refunding thereof permitted under this Agreement; provided, that otherwise distributing funds to the terms of Company in amounts sufficient to enable the new Indebtedness Company to be incurred shall not impose any greater encumbrance or restriction than those existing make interest and principal payments on the Notes as and when due (including pursuant to the terms any Change of the Indebtedness proposed to be so exchanged, refinanced or refundedControl Offer), (Div) customary provisions restricting subletting, assignment provisions and transfer of any agreement or obligation, including a lease governing a leasehold interest, interest of the Company or a Subsidiary any of the CompanySubsidiaries or in any license or other agreement entered into in the ordinary course of business, (Ev) any instruments agreement governing or evidencing the Warehouse Lines of Credit or any other Indebtedness permitted by this Agreement (including any liens or guarantees created thereunder), (F) any instrument governing or evidencing Indebtedness debt of a person Person acquired by the Company or any Subsidiary of the Company Subsidiaries in existence at the time of such acquisitionacquisition (but not created in connection with or in contemplation thereof), which encumbrance encumbrances or restriction is restrictions are not applicable to any personPerson, or the properties property or assets of any personPerson, other than the personPerson, or the property or assets of the personPerson, so acquired; provided, that such Indebtedness is not incurred in connection with or in contemplation of such acquisition, or (Gvi) any instrument governing restriction with respect to a Subsidiary imposed pursuant to an agreement entered into in accordance with the terms of this Indenture for the sale or evidencing Indebtedness disposition of a Securitization Capital Stock or property or assets of such Subsidiary, provided, that pending the closing of such restrictions relate solely to such Securitization Subsidiarysale or disposition.

Limitation on Dividend Restrictions Affecting Subsidiaries. (a) The Company Credit Parties will not permit any of their Subsidiaries directly or indirectly to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction which by its terms restricts the ability of any such Subsidiary to (i) pay dividends or make any other distributions on such Subsidiary's Capital Stock, (ii) pay any Indebtedness owed to any Credit Party, (iii) make any loans or advances to any Credit Party or (iv) transfer any of its Property or assets to any Credit Party, except for such encumbrances or restrictions existing under or by reason of (w) applicable law, (x) this Agreement and the Senior Loan Documents, (y) customary provisions restricting subletting or assignments of any lease governing a leasehold interest of the Issuer or a Subsidiary of the Issuer, or (z) restrictions applicable to any Joint Venture that is a Subsidiary existing at the time of the acquisition thereof as a result of an Investment pursuant to Section 9.7; provided that the restrictions applicable to the respective such Joint Venture are not made worse, or more burdensome, from the perspective of the Issuer and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment. The Parent will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Non-Subsidiary Joint Venture to (i) pay dividends or make any other Distributions distributions on its Equity Interests Capital Stock or with respect to any other interest or participation in, in its profits owned by the Parent or measured by, its sales, revenues or profitsany Subsidiary of the Parent, or pay any Indebtedness owed to the Company Parent or a Subsidiary of the Company, or (ii) make loans or advances to the Company or a Subsidiary of the CompanyParent, except for such encumbrances or restrictions existing under or by reason of (Ai) applicable law, (Bii) this AgreementAgreement and the other Senior Loan Documents, (C) any instrument governing indebtedness existing on the Issuance date or any exchange, refinancing or refunding thereof permitted under this Agreement; provided, that the terms of the new Indebtedness to be incurred shall not impose any greater encumbrance or restriction than those existing pursuant to the terms of the Indebtedness proposed to be so exchanged, refinanced or refunded, (Diii) customary assignment provisions restricting subletting or assignments of any agreement or obligation, including a lease governing a leasehold interest, of the Company or a Subsidiary of the Company, (E) any instruments governing or evidencing the Warehouse Lines of Credit or any other Indebtedness permitted by this Agreement (including any liens or guarantees created thereunder), (F) any instrument governing or evidencing Indebtedness interest of a person acquired by the Company Non-Subsidiary Joint Venture, or (iv) restrictions applicable to any Non-Subsidiary of the Company Joint Venture existing at the time of such acquisition, which encumbrance or restriction is not the acquisition thereof as a result of an Investment pursuant to Section 9.7(b)(viii); provided that the restrictions applicable to any personthe respective such Non-Subsidiary Joint Venture are not made worse, or more burdensome, from the properties or assets of any person, other than the person, or the property or assets perspective of the personParent and its Subsidiaries, so acquired; provided, that such Indebtedness is not incurred than those as in connection with or in contemplation effect immediately before giving effect to the consummation of such acquisition, or (G) any instrument governing or evidencing Indebtedness of a Securitization Subsidiary, provided, that such restrictions relate solely to such Securitization Subsidiarythe respective Investment.

Limitation on Dividend Restrictions Affecting Subsidiaries. The Company will shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any such Subsidiary of the Company to (ia) pay to the Company dividends or make to the Company any other Distributions distribution on its Equity Interests or with respect to any other interest or participation inCapital Stock, or measured by, its sales, revenues or profits, or (b) pay any Indebtedness Debt owed to the Company or a Subsidiary any of the Company's Subsidiaries, or (iic) make loans or advances to the Company or a Subsidiary any of the Company's Subsidiaries or (d) transfer any of its property or assets to the Company or any of the Company's Subsidiaries, except for other than such encumbrances or restrictions existing or created under or by reason of (Ai) applicable law, (Bii) this AgreementIndenture, (Ciii) covenants or restrictions contained in any instrument governing indebtedness Debt of the Company or any of its Subsidiaries existing on the Issuance date or any exchange, refinancing or refunding thereof permitted under of this Agreement; provided, that the terms of the new Indebtedness to be incurred shall not impose any greater encumbrance or restriction than those existing pursuant to the terms of the Indebtedness proposed to be so exchanged, refinanced or refundedIndenture, (Div) customary provisions restricting subletting, assignment provisions and transfer of any agreement or obligation, including a lease governing a leasehold interest, interest of the Company or a Subsidiary any of its Subsidiaries or in any license or other agreement entered into in the Companyordinary course of business, (Ev) any instruments agreement governing or evidencing the Warehouse Lines of Credit or any other Indebtedness permitted by this Agreement (including any liens or guarantees created thereunder), (F) any instrument governing or evidencing Indebtedness Debt of a person Person acquired by the Company or any Subsidiary of the Company its Subsidiaries in existence at the time of such acquisitionacquisition (but not created in contemplation thereof), which encumbrance encumbrances or restriction is restrictions are not applicable to any personPerson, or the properties property or assets of any personPerson, other than the personPerson, or the property or assets of the person, Person so acquired, (vi) any restriction with respect to a Subsidiary imposed pursuant to an agreement entered into in accordance with the terms of this Indenture for the sale or disposition of Capital Stock or property or assets of such Subsidiary, pending the closing of such sale or disposition, (vii) with respect to any Subsidiary, the terms of any contract with the United States or any foreign government or any instrumentality thereof or any prime contractor for any such contract pertaining to retention of funds by such Subsidiary equivalent to any progress payments or deposits made pursuant to such contract, or (viii) any Refinancing Debt; provided, however that the encumbrances or restrictions contained in the agreements governing any such Indebtedness is not incurred Refinancing Debt shall be no more restrictive than the encumbrances or restrictions set forth in connection with or the agreements governing the Debt being refinanced as in contemplation effect on the date of such acquisition, or (G) any instrument governing or evidencing Indebtedness of a Securitization Subsidiary, provided, that such restrictions relate solely to such Securitization Subsidiarythis Indenture.

Limitation on Dividend Restrictions Affecting Subsidiaries. The Company will shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any such Subsidiary other than Unrestricted Subsidiaries to (ia) pay to the Company dividends or make to the Company any other Distributions distribution on its Equity Interests or with respect to any other interest or participation inCapital Stock, or measured by, its sales, revenues or profits, or (b) pay any Indebtedness debt owed to the Company or a Subsidiary any of the CompanySubsidiaries, or (iic) make loans or advances to the Company or a Subsidiary any of the CompanySubsidiaries or (d) transfer any of its property or assets to the Company or any of the Subsidiaries, except for other than such encumbrances or restrictions existing or created under or by reason of (Ai) applicable law, (Bii) this AgreementIndenture, (Ciii) covenants or restrictions contained in any instrument governing indebtedness debt of the Company or any of the Subsidiaries existing on the Issuance date of this Indenture or hereafter, provided that in the absence of a default under any exchangesuch loan documents, refinancing no such restriction shall prevent a Subsidiary from paying dividends or refunding thereof permitted under this Agreement; providedotherwise distributing funds to the Company in amounts sufficient to enable the Company to make interest and principal payments on the Notes as and when due, that the terms of the new Indebtedness to be incurred shall not impose any greater encumbrance or restriction than those existing (including pursuant to the terms any Change of the Indebtedness proposed to be so exchanged, refinanced or refundedControl Offer), (Div) customary provisions restricting subletting, assignment provisions and transfer of any agreement or obligation, including a lease governing a leasehold interest, interest of the Company or a Subsidiary any of the CompanySubsidiaries or in any license or other agreement entered into in the ordinary course of business, (Ev) any instruments agreement governing or evidencing the Warehouse Lines of Credit or any other Indebtedness permitted by this Agreement (including any liens or guarantees created thereunder), (F) any instrument governing or evidencing Indebtedness debt of a person Person acquired by the Company or any Subsidiary of the Company Subsidiaries in existence at the time of such acquisitionacquisition (but not created in connection with or in contemplation thereof), which encumbrance encumbrances or restriction is restrictions are not applicable to any personPerson, or the properties property or assets of any personPerson, other than the personPerson, or the property or assets of the personPerson, so acquired; provided, that such Indebtedness is not incurred in connection with or in contemplation of such acquisition, or (Gvi) any instrument governing restriction with respect to a Subsidiary imposed pursuant to an agreement entered into in accordance with the terms of this Indenture for the sale or evidencing Indebtedness disposition of a Securitization Capital Stock or property or assets of such Subsidiary, provided, that pending the closing of such restrictions relate solely to such Securitization Subsidiarysale or disposition.

Limitation on Dividend Restrictions Affecting Subsidiaries. The Company will shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any such Subsidiary to (ia) pay to the Company dividends or make to the Company any other Distributions distribution on its Equity Interests or with respect to any other interest or participation inCapital Stock, or measured by, its sales, revenues or profits, or (b) pay any Indebtedness debt owed to the Company or a Subsidiary any of the CompanySubsidiaries, or (iic) make loans or advances to the Company or a Subsidiary any of the CompanySubsidiaries or (d) transfer any of its property or assets to the Company or any of the Subsidiaries, except for other than such encumbrances or restrictions existing or created under or by reason of (Ai) applicable law, (Bii) this AgreementIndenture, (Ciii) covenants or restrictions contained in any instrument governing indebtedness debt of the Company or any of the Subsidiaries existing on the Issuance date of this Indenture, or covenants or restrictions in any exchangeloan documents relating to Senior Indebtedness incurred after the date hereof, refinancing provided that in the absence of a default under any such loan documents, no such restriction shall prevent a Subsidiary from paying dividends or refunding thereof permitted under this Agreement; providedotherwise distributing funds to the Company in amounts sufficient to enable the Company to make interest and principal payments on the Debentures as and when due, that the terms of the new Indebtedness to be incurred shall not impose any greater encumbrance or restriction than those existing (including pursuant to the terms any Change of the Indebtedness proposed to be so exchanged, refinanced or refundedControl Offer), (Div) customary provisions restricting subletting, assignment provisions and transfer of any agreement or obligation, including a lease governing a leasehold interest, interest of the Company or a Subsidiary any of the CompanySubsidiaries or in any license or other agreement entered into in the ordinary course of business, (Ev) any instruments agreement governing or evidencing the Warehouse Lines of Credit or any other Indebtedness permitted by this Agreement (including any liens or guarantees created thereunder), (F) any instrument governing or evidencing Indebtedness debt of a person Person acquired by the Company or any Subsidiary of the Company Subsidiaries in existence at the time of such acquisitionacquisition (but not created in connection with or in contemplation thereof), which encumbrance encumbrances or restriction is restrictions are not applicable to any personPerson, or the properties property or assets of any personPerson, other than the personPerson, or the property or assets of the personPerson, so acquired; provided, that such Indebtedness is not incurred in connection with or in contemplation of such acquisition, or (Gvi) any instrument governing restriction with respect to a Subsidiary imposed pursuant to an agreement entered into in accordance with the terms of this Indenture for the sale or evidencing Indebtedness disposition of a Securitization Capital Stock or property or assets of such Subsidiary, provided, that pending the closing of such restrictions relate solely to such Securitization Subsidiarysale or disposition.

Limitation on Dividend Restrictions Affecting Subsidiaries. The Company will shall not, and shall not permit any of its Subsidiaries other than Unrestricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any such Subsidiary other than Unrestricted Subsidiaries to (ia) pay to the Company dividends or make to the Company any other Distributions on distribution of its Equity Interests or with respect to any other interest or participation inCapital Stock, or measured by, its sales, revenues or profits, or (b) pay any Indebtedness debt owed to the Company or a Subsidiary of the Companyany other Subsidiary, or (iic) make loans or advances to the Company or a Subsidiary any other Subsidiary, or (d) transfer any of its property or assets to the CompanyCompany or any other Subsidiary, except for other than such encumbrances or restrictions existing or created under or by reason of (Ai) applicable lawlaws, (Bii) this AgreementIndenture, (Ciii) covenants or restrictions contained in any instrument governing indebtedness debt of the Company or any of the Subsidiaries existing on the Issuance this date or any exchange, refinancing or refunding thereof permitted under this Agreement; provided, that the terms of the new Indebtedness to be incurred shall not impose any greater encumbrance Indenture or restriction than those existing pursuant to the terms of the Indebtedness proposed to be so exchanged, refinanced or refundedhereafter, (Div) customary provisions restricting subletting, assignment provisions and transfer of any agreement or obligation, including a lease governing a leasehold interest, interest of the Company or a Subsidiary any of the CompanySubsidiaries or in any license or other agreement entered into in the ordinary course of business, (Ev) any instruments agreement governing or evidencing the Warehouse Lines of Credit or any other Indebtedness permitted by this Agreement (including any liens or guarantees created thereunder), (F) any instrument governing or evidencing Indebtedness debt of a person acquired by the Company or any Subsidiary of the Company Subsidiaries in existence at the time of such acquisitionacquisition (but not created in contemplation thereof), which encumbrance encumbrances or restriction is restrictions are not applicable to any personPerson, or the properties property or assets of any personPerson, other than the personPerson, or the property or assets of the personPerson, so acquired; provided, that such Indebtedness is not incurred in connection with or in contemplation of such acquisition, or (Gvi) any instrument governing restrictions with respect to a Subsidiary imposed pursuant to an agreement entered into in accordance with the terms of this Indenture for the sale or evidencing Indebtedness disposition of a Securitization Capital Stock or property or assets of such Subsidiary, provided, that pending the closing of such restrictions relate solely to such Securitization Subsidiarysale or disposition.