Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of the Restricted 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 Restricted Subsidiary of the Company to (i) pay dividends or make any other distribution on its Equity Interests, (ii) pay any Indebtedness owed to the Company or a Restricted Subsidiary of the Company, (iii) make any Investment in the Company or a Restricted Subsidiary of the Company or (iv) transfer any of its properties or assets to the Company or any Restricted Subsidiary, except (a) any encumbrance or restriction pursuant to an agreement in effect on the Issue Date or contained in any other indenture or instrument governing debt or preferred securities that are no more restrictive than those contained in this Indenture; (b) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided, that such encumbrances and restrictions are not applicable to the Company or any Restricted Subsidiary or the properties or assets of the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; (c) any encumbrance or restriction existing under, by reason of or with respect to any agreement of the Company or any Restricted Subsidiary; provided that (1) such encumbrances or restrictions are ordinary and customary in light of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securities, as determined in good faith by the Company; (d) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b) and (c), or in this clause (d), provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those set forth in this Indenture; and (e) any encumb...
Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Borrower shall not, and shall not permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective or enter into any agreement with any Person that would cause, any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distributions on its Stock or any other interest or participation in, or measured by, its profits owed by, or pay any Indebtedness owed to, the Borrower or a Subsidiary, (b) make any loans or advances to the Borrower or any Subsidiary or (c) transfer any of its properties or assets to the Borrower or to any Subsidiary, except, in each case, for such encumbrances or restrictions existing under or contemplated by or by reason of (i) this Agreement, (ii) any restrictions existing under or contemplated by agreements in effect on the Closing Date, (iii) any restrictions, with respect to a Subsidiary that is not a Subsidiary of the Borrower on the Closing Date, in existence at the time such Person becomes a Subsidiary of the Borrower (but not created in contemplation of such Person becoming a Subsidiary), or (iv) any restrictions existing under any agreement that refinances or replaces an agreement containing a restriction permitted by clause (i), (ii) or (iii) above, provided, however, that the terms and conditions of any such restrictions under this clause (iv) are not materially less favorable to the Lender than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness refinanced.
Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of the Restricted 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 Restricted Subsidiary to:
(a) pay dividends or make any other distributions to the Company or any Restricted Subsidiary on its Capital Stock;
(b) pay any Indebtedness owed to the Company or any Restricted Subsidiary;
(c) make loans or advances to the Company or any Restricted Subsidiary;
(d) transfer any of its properties or assets to the Company or any Restricted Subsidiary;
(e) grant Liens or security interests on the assets of the Company or the Restricted Subsidiaries in favor of the Holders of the Notes; or
(f) guarantee the Notes or any renewals or refinancings thereof, in each case, except for Permitted Dividend Encumbrances.
Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to:
(i) pay dividends or make any other distributions on or in respect of its Capital Stock;
(ii) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or
(iii) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company.
(b) Section 4.13(a) shall not apply to encumbrances or restrictions existing under or by reason of:
(i) applicable law, rule, regulation or order (including agreements with regulatory authorities);
(ii) this Indenture, including any Guarantee;
(iii) customary net worth and non-assignment provisions of any lease, license or other contract;
(iv) any agreement or other instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired;
(v) any agreement or other instrument of a Person acquired by the Company or a Restricted Subsidiary of the Company in existence at the time of such acquisition, but not created in contemplation thereof, 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, so long as the agreement containing the restriction does not violate any other provision of this Indenture;
(vi) agreements existing on the Issue Date (including, without limitation, the Credit Agreement) to the extent and in the manner such agreements are in effect on the Issue Date;
(vii) secured Indebtedness otherwise permitted to be incurred pursuant to the provisions of Sections 4.12 and 4.18 of this Indenture that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(viii) Purchase Money Indebtedness for property acquired in the ordinary course of business that imposes encumbrances or restrictions of the nature described in Section 4.13(a)(iii);
(ix) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the ass...
Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company 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 consensual encumbrance or restriction of any kind on the ability of any of its Subsidiaries to (a) pay dividends or make any other distributions to the Company or any of its Subsidiaries on its Capital Stock, (b) pay any Indebtedness owed to the Company or any of its Subsidiaries, (c) make loans or advances to the Company or any Subsidiary, (d) transfer any of its properties or assets to the Company or any Subsidiary, (e) grant liens or security interests on the assets of the Company or any of its Subsidiaries in favor of the holders of the Notes or (f) guarantee the Notes or any renewals or refinancings thereof, except for (i) such encumbrances or restrictions arising by reason of Acquired Indebtedness of any of the Company's Subsidiaries existing at the time such Person became a Subsidiary of the Company; provided that such encumbrances or restrictions were not created in anticipation of such Person becoming a Subsidiary and are not applicable to the Company or any of its other Subsidiaries, (ii) such encumbrances or restrictions arising under Refinancing Indebtedness; provided that the terms and conditions of any such restrictions are no less favorable to the holders of Notes than those under the Indebtedness being refinanced,
Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not cause or permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or pay or guarantee any Indebtedness or other obligation owed to the Company or any other Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or any other Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law; (2) this Indenture;
Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (a) on its Capital Stock or (b) with respect to any other interest or participation in, or measured by, its profits;
(ii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(iii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(iv) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries; except for such encumbrances or restrictions existing under or by reason of (a) Existing Indebtedness as in effect on the date of this Indenture, (b) this Indenture and the Notes, (c) applicable law, (d) any instrument governing Indebtedness or Capital Stock of a Person acquired
Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Issuer will ensure that each of its Subsidiaries will not agree or become subject to any restriction at any time that has the effect of limiting such Subsidiary’s ability to (a) declare or pay any dividends on or make any other distributions permitted by applicable law in respect of any class of its capital stock or any warrant to acquire any such capital stock or (b) directly or indirectly purchase, redeem or otherwise acquire or retire any of its capital stock or any warrant to acquire any such capital stock; provided, however, that the foregoing shall not apply to (i) any existing restrictions in existence as of this Indenture, (ii) any restrictions imposed by operation of law, or (iii) any restrictions with respect to a Subsidiary that is imposed pursuant to an agreement which has been entered into for the sale or disposition of a majority or more of such Subsidiary’s capital stock.
Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. Intentionally deleted by amendment.”
(h) Section 4.11 of the Original Indenture is hereby amended and restated in its entirety to read as follows:
Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company 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 or enter into any agreement with any person that would cause any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of the Company to (i) pay dividends, in cash or otherwise, or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits owned by, or pay any Indebtedness owed to, the Company or any of its Subsidiaries, (ii) make loans or advances to the Company or any of its Subsidiaries or (iii) transfer any of its Properties to the Company or any of its Subsidiaries, except, in each case, for such encumbrances or restrictions existing under or contemplated by or by reason of customary non-assignment or sublease provisions of any agreement of the Company or its Subsidiaries.
