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

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. Except for limitations contained in the Term Loan Agreement, Borrower will not, and will not cause or permit any Consolidated Subsidiary (excluding any Strategic Investee Subsidiary) to, directly or indirectly, create or otherwise cause or suffer to exist, or enter into any agreement with any Person that would cause to become effective, any consensual encumbrance or restriction of any kind, on the ability of any such Consolidated Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distribution on or in respect of its 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 to, or guarantee any Indebtedness or other obligations of, Borrower or any other Subsidiary or (d) transfer any of its property or assets to Borrower or any other Subsidiary, except any encumbrance or restriction (i) existing under any agreement governing the terms of or otherwise arising as a result of purchase money Indebtedness for equipment or other goods acquired in the ordinary course of business that only imposes encumbrances and restrictions on the goods so acquired; (ii) contained in any agreement for the 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 applicable thereto; or (iii) existing under any agreement that refinances or replaces the agreements containing the encumbrance or restrictions in the foregoing clause (i); provided, however, that the terms and conditions of any such restrictions permitted under this clause (iii) are not materially less favorable to Lenders than those under or pursuant to the agreement evidencing the Indebtedness refinanced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. Except for limitations contained in the Term Loan Agreement, Borrower The Company will not, and will not cause or permit any Consolidated Subsidiary (excluding any Strategic Investee Subsidiary) of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist, exist or enter into become effective any agreement with any Person that would cause to become effective, any consensual encumbrance encumbrances or restriction of any kind, restrictions on the ability of any such Consolidated Subsidiary to (ai) pay dividends, in cash or otherwise, dividends or make any other distribution on distributions to the Company or in respect any of its capital stock Subsidiaries (A) on such Subsidiary’s Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits, to Borrower or any other Subsidiary, (b) pay any Indebtedness owed to Borrower the Company or any other Subsidiary, of its Subsidiaries; or (cii) make loans or advances to, or guarantee any Indebtedness or other obligations of, Borrower to the Company or any other Subsidiary of its Subsidiaries; or (diii) transfer any of its property properties or assets to Borrower the Company or any other Subsidiaryof its Subsidiaries, except any encumbrance for such encumbrances or restriction (i) restrictions existing under or by reason of (a) applicable law, (b) this Indenture, the Notes and the Senior Credit Facility and any agreement related documents, (c) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Subsidiary of the terms of or otherwise arising as a result of purchase money Indebtedness for equipment or other goods acquired in the ordinary course of business that only imposes encumbrances and restrictions Company, (d) agreements existing on the goods so acquired; (ii) contained in any agreement for the 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. Issue Date to the extent applicable thereto; and in the manner such agreements are in effect on the Issue Date, or (iiie) existing under any an agreement that refinances governing Indebtedness incurred to refinance the Indebtedness issued, assumed or replaces the agreements containing the encumbrance or restrictions incurred pursuant to an agreement referred to in the foregoing clause immediately preceding clauses (i)b) or (d) above; provided, however, that the terms and conditions of provisions relating to such encumbrance or restriction contained in any such restrictions permitted under this clause (iii) Indebtedness are not materially no less favorable to Lenders the Company in any material respect as determined by the Board of Directors of the Company in its reasonable and good faith judgment than those under the provisions relating to such encumbrance or pursuant restriction contained in agreements referred to the agreement evidencing the Indebtedness refinancedin such clauses (b) or (d).

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. Except for limitations contained in the Term Loan Agreement, Borrower The Company will not, and will not cause or permit any Consolidated Subsidiary (excluding any Strategic Investee Subsidiary) of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist, exist or enter into become effective any agreement with any Person that would cause to become effective, any consensual encumbrance or restriction of any kind, on the ability of any such Consolidated Subsidiary of the Company to (a) pay dividends, in cash or otherwise, dividends or make any other distribution distributions on or in respect of its capital stock or any other interest or participation in, or measured by, its profits, to Borrower or any other Subsidiary, Capital Stock; (b) pay any Indebtedness owed to Borrower or any other Subsidiary, (c) make loans or advances to, or guarantee to pay any Indebtedness or other obligations of, Borrower obligation owed to the Company or any other Subsidiary of the Company; or (dc) transfer any of its property or assets to Borrower the Company or any other SubsidiarySubsidiary of the Company, except any encumbrance for such encumbrances or restriction (i) restrictions existing under or by reason of: (1) applicable law; (2) the Indenture; (3) customary non-assignment provisions of any agreement contract or any lease governing a leasehold interest of any Subsidiary of the terms of or otherwise arising as a result of Company; (4) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (5) purchase money Indebtedness obligations for equipment or other goods property acquired in the ordinary course of business that only imposes encumbrances and impose restrictions of the nature described in clause (c) above on the goods property so acquired; or (ii6) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2) or (4) above; PROVIDED, HOWEVER, that the provisions relating to such encumbrance or restriction contained in any agreement for the 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) Indebtedness 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 applicable thereto; or (iii) existing under any agreement that refinances or replaces the agreements containing the encumbrance or restrictions in the foregoing clause (i); provided, however, that the terms and conditions of any such restrictions permitted under this clause (iii) are not materially no less favorable to Lenders the Company in any material respect as determined by the Board of Directors of the Company in its reasonable and good faith judgment than those under the provisions relating to such encumbrance or pursuant restriction contained in agreements referred to the agreement evidencing the Indebtedness refinancedin such clause (2) or (4).

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. Except for limitations contained in the Term Loan Agreement, Borrower will not, and will not cause or permit any Consolidated Subsidiary (excluding any Strategic Investee Subsidiary) to, directly or indirectly, create or otherwise cause or suffer to exist, or enter into any agreement with any Person that would cause to become effective, any consensual encumbrance or restriction of any kind, on the ability of any such Consolidated Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distribution on or in respect of its 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 to, or guarantee any Indebtedness or other obligations of, Borrower or any other Subsidiary or (d) transfer any of its property or assets to Borrower or any other Subsidiary, except any encumbrance or restriction (i) existing under any agreement governing the terms of or otherwise arising as a result of purchase money Indebtedness for equipment or other goods acquired in the ordinary course of business that only imposes encumbrances and restrictions on the goods so acquired; (ii) contained in any agreement for the 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 applicable thereto; or (iii) existing under any agreement that refinances or replaces the agreements containing the encumbrance or restrictions in the foregoing clause (i); provided, however, that the terms and conditions of any such restrictions permitted under this clause (iii) are not materially less favorable to Lenders than those under or pursuant to the agreement evidencing the Indebtedness refinanced.