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

Limitation on Dividend Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any Subsidiary of the Company to (a) pay to the Company dividends or make to the Company any other distribution on its Capital Stock, (b) pay any Debt owed to the Company or any of the Company's Subsidiaries, (c) make loans or advances to the Company or 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, other than such encumbrances or restrictions existing or created under or by reason of (i) applicable law, (ii) this Indenture, (iii) covenants or restrictions contained in any instrument governing Debt of the Company or any of its Subsidiaries existing on the date of this Indenture, (iv) customary provisions restricting subletting, assignment and transfer of any lease governing a leasehold interest of the Company or any of its Subsidiaries or in any license or other agreement entered into in the ordinary course of business, (v) any agreement governing Debt of a Person acquired by the Company or any of its Subsidiaries in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrances or restrictions are not applicable to any Person, or the property or assets of any Person, other than the Person, or the property or assets of the 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 Refinancing Debt shall be no more restrictive than the encumbrances or restrictions set forth in the agreements governing the Debt being refinanced as in effect on the date of this Indenture.

Limitation on Dividend Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any Subsidiary of the Company to (a) pay to the Company dividends or make to the Company any other distribution on its Capital Stock, (b) pay any Debt debt owed to the Company or any of the Company's Subsidiaries, (c) make loans or advances to the Company or 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, other than such encumbrances or restrictions existing or created under or by reason of (i) applicable law, (ii) this Indenture, (iii) covenants or restrictions contained in any instrument governing Debt debt of the Company or any of its the Subsidiaries existing on the date of this Indenture, or covenants or restrictions in any loan documents relating to Senior Indebtedness incurred after the date hereof, provided that in the absence of a default under any such loan documents, no such restriction shall prevent a Subsidiary from paying dividends or otherwise 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, (including pursuant to any Change of Control Offer), (iv) customary provisions restricting subletting, assignment and transfer of any lease governing a leasehold interest of the Company or any of its the Subsidiaries or in any license or other agreement entered into in the ordinary course of business, (v) any agreement governing Debt debt of a Person acquired by the Company or any of its the Subsidiaries in existence at the time of such acquisition (but not created in connection with or in contemplation thereof), which encumbrances or restrictions are not applicable to any Person, or the property or assets of any Person, other than the Person, or the property or assets of the Person Person, so acquired, or (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 Refinancing Debt shall be no more restrictive than the encumbrances or restrictions set forth in the agreements governing the Debt being refinanced as in effect on the date of this Indenture.

Limitation on Dividend Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any Subsidiary of the Company other than Unrestricted Subsidiaries to (a) pay to the Company dividends or make to the Company any other distribution on its Capital Stock, (b) pay any Debt debt owed to the Company or any of the Company's Subsidiaries, (c) make loans or advances to the Company or 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, other than such encumbrances or restrictions existing or created under or by reason of (i) applicable law, (ii) this Indenture, (iii) covenants or restrictions contained in any instrument governing Debt debt of the Company or any of its the Subsidiaries existing on the date of this IndentureIndenture or hereafter, provided that in the absence of a default under any such loan documents, no such restriction shall prevent a Subsidiary from paying dividends or otherwise 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, (including pursuant to any Change of Control Offer), (iv) customary provisions restricting subletting, assignment and transfer of any lease governing a leasehold interest of the Company or any of its the Subsidiaries or in any license or other agreement entered into in the ordinary course of business, (v) any agreement governing Debt debt of a Person acquired by the Company or any of its the Subsidiaries in existence at the time of such acquisition (but not created in connection with or in contemplation thereof), which encumbrances or restrictions are not applicable to any Person, or the property or assets of any Person, other than the Person, or the property or assets of the Person Person, so acquired, or (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 Refinancing Debt shall be no more restrictive than the encumbrances or restrictions set forth in the agreements governing the Debt being refinanced as in effect on the date of this Indenture.

Limitation on Dividend Restrictions Affecting Subsidiaries. The Company shall will not, and shall 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 of any kind on the ability of any such Subsidiary of the Company to (ai) pay to the Company dividends or make to the Company any other distribution Distributions on its Capital StockEquity Interests or with respect to any other interest or participation in, (b) or measured by, its sales, revenues or profits, or pay any Debt Indebtedness owed to the Company or any a Subsidiary of the Company's Subsidiaries, (cii) make loans or advances to the Company or any a Subsidiary of the Company's Subsidiaries Company or (diii) transfer any of its property properties or assets to the Company or any a Subsidiary of the Company's Subsidiaries, other than except for such encumbrances or restrictions existing or created under or by reason of (iA) applicable law, (iiB) this Indenture, (iiiC) covenants or restrictions contained in any instrument governing Debt Indebtedness existing on the Issuance Date or any exchange, refinancing or refunding thereof permitted under this Indenture; PROVIDED, HOWEVER, 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 nonassignment provisions of any agreement or obligation, including a lease governing a leasehold interest, of the Company or a Subsidiary of the Company, (E) any of its Subsidiaries existing instruments governing or evidencing the New Credit Agreement or any other Indebtedness permitted by the Indenture (including any liens and guaranties created thereunder); PROVIDED, HOWEVER, that such instruments shall not impose any greater encumbrance or restriction than those contained in the New Credit Agreement on the date of this Indenture, (iv) customary provisions restricting subletting, assignment and transfer of any lease governing a leasehold interest of the Company Issuance Date or any of its Subsidiaries agreements evidencing Permitted Liens, or in any license or other agreement entered into in the ordinary course of business, (vF) any agreement instrument governing Debt or evidencing Indebtedness of a Person acquired by the Company or any Subsidiary of its Subsidiaries in existence the Company at the time of such acquisition (but not created in contemplation thereof)acquisition, which encumbrances encumbrance or restrictions are restriction is not applicable to any Person, or the property properties or assets of any Person, other than the Person, or the property or assets of the Person Person, so acquired; PROVIDED, (vi) any restriction HOWEVER, that such Indebtedness is not incurred in connection with respect to a Subsidiary imposed pursuant to an agreement entered into or in accordance with the terms of this Indenture for the sale or disposition of Capital Stock or property or assets contemplation 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 Refinancing Debt shall be no more restrictive than the encumbrances or restrictions set forth in the agreements governing the Debt being refinanced as in effect on the date of this Indentureacquisition.

Limitation on Dividend Restrictions Affecting Subsidiaries. The Company shall not, and shall 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 of any kind on the ability of any such Subsidiary of the Company to (ai) pay to the Company dividends or make to the Company any other distribution Distributions on its Capital StockEquity Interests or with respect to any other interest or participation in, (b) or measured by, its sales, revenues or profits, or pay any Debt Indebtedness owed to the Company or any a Subsidiary of the Company's Subsidiaries, or (cii) make loans or advances to the Company or any a Subsidiary of the Company's Subsidiaries or (d) transfer any of its property or assets to the Company or any of the Company's Subsidiaries, other than except for such encumbrances or restrictions existing or created under or by reason of (iA) applicable law, (iiB) this IndentureAgreement, (iiiC) covenants or restrictions contained in any instrument governing Debt 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 any a Subsidiary of its Subsidiaries existing on the date of this IndentureCompany, (ivE) customary provisions restricting subletting, assignment and transfer any instruments governing or evidencing the Warehouse Lines of any lease governing a leasehold interest of the Company Credit or any of its Subsidiaries other Indebtedness permitted by this Agreement (including any liens or in any license or other agreement entered into in the ordinary course of businessguarantees created thereunder), (vF) any agreement instrument governing Debt or evidencing Indebtedness of a Person person acquired by the Company or any Subsidiary of its Subsidiaries in existence the Company at the time of such acquisition (but not created in contemplation thereof)acquisition, which encumbrances encumbrance or restrictions are restriction is not applicable to any Personperson, or the property properties or assets of any Personperson, other than the Personperson, or the property or assets of the Person person, so acquired; provided, (vi) any restriction that such Indebtedness is not incurred in connection with respect to a Subsidiary imposed pursuant to an agreement entered into or in accordance with the terms of this Indenture for the sale or disposition of Capital Stock or property or assets contemplation 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 contractacquisition, or (viiiG) any Refinancing Debt; instrument governing or evidencing Indebtedness of a Securitization Subsidiary, provided, however that the encumbrances or such restrictions contained in the agreements governing any relate solely to such Refinancing Debt shall be no more restrictive than the encumbrances or restrictions set forth in the agreements governing the Debt being refinanced as in effect on the date of this IndentureSecuritization Subsidiary.

Limitation on Dividend Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries other than Unrestricted Subsidiaries to, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any Subsidiary of the Company other than Unrestricted Subsidiaries to (a) pay to the Company dividends or make to the Company any other distribution on of its Capital Stock, (b) pay any Debt debt owed to the Company or any of the Company's Subsidiariesother Subsidiary, (c) make loans or advances to the Company or any of the Company's Subsidiaries other Subsidiary, or (d) transfer any of its property or assets to the Company or any of the Company's Subsidiariesother Subsidiary, other than such encumbrances or restrictions existing or created under or by reason of (i) applicable lawlaws, (ii) this Indenture, (iii) covenants or restrictions contained in any instrument governing Debt debt of the Company or any of its the Subsidiaries existing on the this date of this Indenturethe Indenture or hereafter, (iv) customary provisions restricting subletting, assignment and transfer of any lease governing a leasehold interest of the Company or any of its the Subsidiaries or in any license or other agreement entered into in the ordinary course of business, (v) any agreement governing Debt debt of a Person person acquired by the Company or any of its the Subsidiaries in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrances or restrictions are not applicable to any Person, or the property or assets of any Person, other than the Person, or the property or assets of the Person Person, so acquired, or (vi) any restriction 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 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 Refinancing Debt shall be no more restrictive than the encumbrances or restrictions set forth in the agreements governing the Debt being refinanced as in effect on the date of this Indenture.