Common use of Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries Clause in Contracts

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; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Subsidiary of the Company; (4) any 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; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (6) the New Credit Agreement or the ESOP Credit Agreements; or (7) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5) or (6) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Refinancing Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5) or (6).

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; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Subsidiary of the Company; (4) any 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; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (6) the New Credit Agreement or the ESOP Credit Agreements; or (7) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5) or (6) above; provided, however, that the -------- ------- provisions relating to such encumbrance or restriction contained in any such Refinancing Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5) or (6).

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 suffer to exist or become effective any encumbrance encumbrances or restriction restrictions on the ability of any such Subsidiary of the Company to (ai) pay dividends or make any other distributions on to the Company or in respect any of its Subsidiaries (A) on such Subsidiary’s Capital Stock; Stock or (bB) make loans with respect to any other interest or advances participation in, or measured by, its profits, or pay or guarantee any Indebtedness or other obligation owed to the Company or any other Subsidiary of the Companyits Subsidiaries; or (cii) make loans or advances to the Company or any of its Subsidiaries; or (iii) transfer any of its property properties or assets to the Company or any other Subsidiary of the Companyits Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (1a) applicable law; , (2b) this Indenture; , the Notes and the Senior Credit Facility and any related documents, (3c) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Subsidiary of the Company; , (4) any 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; (5d) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (6) the New Credit Agreement or the ESOP Credit Agreements; , or (7e) an agreement governing Indebtedness incurred to Refinance refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause the immediately preceding clauses (2), (4), (5b) or (6d) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Refinancing Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their its reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause clauses (2), (4), (5b) or (6d).

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 suffer to exist or become effective any encumbrance encumbrances or restriction restrictions on the ability of any such Subsidiary of the Company to (ai) pay dividends or make any other distributions on to the Company or in respect any of its Subsidiaries (A) on such Subsidiary's Capital Stock; Stock or (bB) make loans with respect to any other interest or advances participation in, or measured by, its profits, or pay or guarantee any Indebtedness or other obligation owed to the Company or any other Subsidiary of its Subsidiaries; (ii) make loans or advances to the CompanyCompany or any of its Subsidiaries; or (ciii) transfer any of its property properties or assets to the Company or any other Subsidiary of the Companyits Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (1a) applicable law; , (2b) this Indenture; Indenture and Notes, (3c) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Subsidiary of the Company; , (4) any 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; (5d) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (6) the New Credit Agreement or the ESOP Credit Agreements; , or (7e) an agreement governing Indebtedness incurred to Refinance refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause the immediately preceding clauses (2), (4), (5b) or (6d) above; providedPROVIDED, howeverHOWEVER, that the provisions relating to such encumbrance or restriction contained in any such Refinancing Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause clauses (2), (4), (5b) or (6d).

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 to 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 the Indenture; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Subsidiary of the Company; (4) any 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; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (65) purchase money obligations for property acquired in the New Credit Agreement or ordinary course of business that impose restrictions of the ESOP Credit Agreementsnature described in clause (c) above on the property so acquired; or (76) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5) or (64) above; providedPROVIDED, howeverHOWEVER, that the provisions relating to such encumbrance or restriction contained in any such Refinancing Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their its reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), ) or (4), (5) or (6).

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company Except for limitations contained in the Revolving Credit Agreement, Borrower will not, and will not cause or permit any of its Subsidiaries Consolidated Subsidiary (excluding any Strategic Investee Subsidiary) to, directly or indirectly, create or otherwise cause or permit suffer to exist exist, or enter into any agreement with any Person that would cause to become effective effective, any consensual encumbrance or restriction of any kind, on the ability of any such Consolidated Subsidiary of the Company to (a) pay dividends dividends, in cash or otherwise, or make any other distributions distribution on or in respect of its Capital Stock; capital stock or any other interest or participation in, or measured by, its profits, to Borrower or any other Subsidiary, (b) pay any Indebtedness owed to Borrower or any other Subsidiary, (c) make loans or advances or pay to, or guarantee any Indebtedness or other obligation owed to the Company obligations of, Borrower or any other Subsidiary of the Company; or (cd) transfer any of its property or assets to the Company Borrower or any other Subsidiary of the CompanySubsidiary, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law; (2) this Indenture; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Subsidiary of the Company; (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to (i) existing under any Person, agreement governing the terms of or otherwise arising as a result of purchase money Indebtedness for equipment or other goods acquired in the properties or assets ordinary course of any Person, other than business that only imposes encumbrances and restrictions on the Person or the properties or assets of the Person goods so acquired; (5ii) agreements existing on contained in any agreement for the Issue Date sale or disposition of the capital stock of or other equity interest in, or assets of, any Subsidiary; provided, however, that such encumbrances and restrictions described in this clause (ii) are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 7.10. to the extent and in the manner such agreements are in effect on the Issue Date; (6) the New Credit Agreement or the ESOP Credit Agreementsapplicable thereto; or (7iii) an existing under any agreement governing Indebtedness incurred to Refinance that refinances or replaces the Indebtedness issued, assumed agreements containing the encumbrance or incurred pursuant to an agreement referred to restrictions in the foregoing clause (2i), (4), (5) or (6) above; provided, however, that the provisions relating to such encumbrance or restriction contained in terms and conditions of any such Refinancing Indebtedness restrictions permitted under this clause (iii) are no not materially less favorable to Lenders than those under or pursuant to the Company in any material respect as determined by agreement evidencing the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5) or (6)Indebtedness 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 suffer to exist or become effective any encumbrance encumbrances or restriction restrictions on the ability of any such Subsidiary of the Company to (ai) pay dividends or make any other distributions on to the Company or in respect any of its Subsidiaries (A) on such Subsidiary's Capital Stock; Stock or (bB) make loans with respect to any other interest or advances participation in, or measured by, its profits, or pay or guarantee any Indebtedness or other obligation owed to the Company or any other Subsidiary of its Subsidiaries; (ii) make loans or advances to the CompanyCompany or any of its Subsidiaries; or (ciii) transfer any of its property properties or assets to the Company or any other Subsidiary of the Companyits Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (1a) applicable law; , (2b) this Indenture; Indenture and Notes or any Eligible Credit Facility, (3c) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Subsidiary of the Company; , (4) any 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; (5d) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (6) the New Credit Agreement or the ESOP Credit Agreements; , or (7e) an agreement governing Indebtedness incurred to Refinance refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause the immediately preceding clauses (2), (4), (5b) or (6d) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Refinancing Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause clauses (2), (4), (5b) or (6d).

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 suffer to exist or become effective any encumbrance encumbrances or restriction restrictions on the ability of any such Subsidiary of the Company to (ai) pay dividends or make any other distributions on to the Company or in respect any of its Subsidiaries (A) on such Subsidiary's Capital Stock; Stock or (bB) make loans with respect to any other interest or advances participation in, or measured by, its profits, or pay or guarantee any Indebtedness or other obligation owed to the Company or any other Subsidiary of its Subsidiaries; (ii) make loans or advances to the CompanyCompany or any of its Subsidiaries; or (ciii) transfer any of its property properties or assets to the Company or any other Subsidiary of the Companyits Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (1a) applicable law; , (2b) this Indenture; Indenture and Notes, (3c) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Subsidiary of the Company; , (4) any 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; (5d) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (6) the New Credit Agreement or the ESOP Credit Agreements; , or (7e) an agreement governing Indebtedness incurred to Refinance refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause the immediately preceding clauses (2), (4), (5b) or (6d) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Refinancing Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause clauses (2), (4), (5b) or (6d).