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

Limitation on Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary (other than a Restricted Guarantor) to, directly or indirectly, create or otherwise cause or suffer to exist any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions in respect of its Capital Stock or pay any Indebtedness or other obligation owed to the Company or any Restricted Subsidiary, (ii) make loans or advances to, or guarantee any Indebtedness of, the Company or any Restricted Subsidiary or (iii) transfer any of its property or assets to the Company or any Restricted Subsidiary, except for (a) any encumbrance or restriction existing under or by reason of any agreement in effect on the Issue Date (including the Senior Credit Facility) as any such agreement is in effect on such date or as such agreement is amended thereafter but only if such encumbrance or restriction is no more restrictive than in the agreement being amended, (b) any encumbrance or restriction under any agreement of or relating to such Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by the Company and outstanding on such date and not Incurred in anticipation or contemplation of becoming a Restricted Subsidiary and provided such encumbrance or restriction shall not apply to any assets of the Company or any Restricted Subsidiary other than the Restricted Subsidiary so acquired or its assets, (c) customary provisions contained in an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary; provided, however, that such encumbrance or restriction is applicable only to such Restricted Subsidiary or assets, (d) any encumbrance or restriction existing under or by reason of applicable law, (e) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of any Restricted Subsidiary, (f) covenants in franchise agreements with car manufacturers customary for franchise agreements in the automobile retailing industry, (g) covenants in purchase money obligations for property restricting transfer of such property, (h) covenants in security agreements securing Indebtedness of a Restricted Subsidiary (to the extent that such Liens were otherwise incurred in accordance with Section 4.17) that restrict the transfer of property subject to such agreements and (i) customary covenants in Floor Plan Notes.

Limitation on Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not cause or permit any Restricted Subsidiary (other than a Restricted Guarantor) to, directly or indirectly, create or otherwise cause or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (i) pay dividends pay, directly or indirectly, dividends, in cash or otherwise, or make any other distributions in respect of its Capital Stock or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, (ii) make loans or advances to, or guarantee any Indebtedness of, Investment in the Company or any other Restricted Subsidiary or (iii) transfer any of its property or assets to the Company or any other Restricted Subsidiary, except for (a) any encumbrance such encumbrances or restriction restrictions existing under or by reason of (a) any agreement in effect on the Issue Date (including the Senior Credit Facility) as any such agreement is in effect on such date or as such agreement is amended thereafter but only if such encumbrance or restriction is no more restrictive than in the agreement being amendedIssue Date, (b) any Senior Credit Facilities,(c) any Vendor Credit Arrangement so long as the encumbrance or restriction under is applicable only to the property or assets that are the subject of such Vendor Credit Arrangement, (d) any agreement of or relating to any Indebtedness Incurred by such Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by the Company and outstanding on such date and not Incurred in anticipation or contemplation of becoming a Restricted Subsidiary and provided Subsidiary; provided, however, that such encumbrance or restriction shall not apply to any property or assets of the Company or any Restricted Subsidiary other than the such Restricted Subsidiary so acquired or its assetsSubsidiary, (ce) customary provisions contained in an agreement that which has been entered into for the sale or disposition of all or substantially all of the Capital Stock of a Restricted Subsidiary or assets of a any Restricted Subsidiary; provided, however, that such encumbrance or restriction is applicable only to such Restricted Subsidiary or assetsthe property and assets that are the subject of such agreement, (df) any agreement effecting a Refinancing or amendment of Indebtedness Incurred pursuant to any agreement referred to in clause (a) above; provided, however, that the provisions contained in such Refinancing or amendment agreement relating to such encumbrance or restriction existing under are no more restrictive in any material respect than the provisions contained in the agreement that is the subject thereof in the reasonable judgment of (i) the Board of Triton PCS Holdings, Inc. if, at the time of such Refinancing or by reason amendment, the Company is a Subsidiary of applicable lawTriton PCS Holdings, Inc. or (ii) the Board of the Company if, at the time of such Refinancing or amendment, the Company is not a Subsidiary of Triton PCS Holdings, Inc., (eg) this Indenture, (h) applicable law or any applicable rule, regulation or order, (i) customary provisions restricting the assignment of contracts or restricting subletting or assignment of any lease governing any leasehold interest of any Restricted Subsidiary, (fj) covenants in franchise agreements with car manufacturers customary for franchise agreements in the automobile retailing industry, (g) covenants in purchase money obligations for property restricting transfer acquired in the ordinary course of such property, business that impose restrictions of the type referred to in clause (hiii) covenants of this Section 4.15; (k) restrictions of the type referred to in clause (iii) of this Section 4.15 contained in security agreements securing Indebtedness of a Restricted Subsidiary (to the extent that such Liens were otherwise incurred in accordance with Section 4.17) that 4.16 and restrict the transfer of property subject to such agreements; or (l) customary provisions in joint venture agreements and (i) customary covenants other similar agreements entered into in Floor Plan Notesthe ordinary course of business.

Limitation on Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not cause or permit any Restricted Subsidiary (other than a Restricted Guarantor) 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 (ix) pay dividends or make any other distributions in to the Company or any other Restricted Subsidiary on its Equity Interests or with respect of to any other interest or participation in, or measured by, its Capital Stock profits, or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, (iiy) make loans or advances to, or guarantee any Indebtedness or other obligations of, the Company or any other Restricted Subsidiary or (iiiz) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary, except for . The foregoing shall not prohibit (a) any encumbrance or restriction existing under or by reason of any agreement in effect on the Issue Date (including the Senior Credit Facility) Date, as any such agreement is in effect on such date or as such agreement is thereafter amended thereafter or supplemented but only if such encumbrance or restriction is no more restrictive than in the agreement being amended, ; (b) any encumbrance or restriction existing under or by reason of any agreement of or relating to such Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by the Company and outstanding on such date and not Incurred in anticipation or contemplation of becoming a Restricted Subsidiary and any Acquired Indebtedness; provided such encumbrance or restriction shall not apply to any assets of the Company or any Restricted Subsidiary other than the Restricted Subsidiary so acquired or its assets, ; (c) customary provisions contained in an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock capital stock or assets of a Restricted Subsidiary; provided, however, that (x) such encumbrance or restriction is applicable only to such Restricted Subsidiary or assets, assets and (y) such sale or disposition is made in accordance with Section 4.15; (d) any encumbrance or restriction existing under or by reason of applicable law, ; (e) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of any Restricted Subsidiary, ; (f) covenants in franchise agreements with car manufacturers customary for franchise agreements in the automobile retailing industry, (g) covenants in purchase money obligations for property acquired in the ordinary course of business restricting transfer of such property, ; or (hg) covenants in security agreements securing Indebtedness of a Restricted Subsidiary (to the extent that such Liens were otherwise incurred in accordance with Section 4.17) that restrict the transfer of property subject to such agreements and (i) customary covenants in Floor Plan Notesagreements.

Limitation on Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not cause or permit any Restricted Subsidiary (other than a Restricted Guarantor) to, directly or indirectly, create or otherwise cause or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (i) pay dividends pay, directly or indirectly, dividends, in cash or otherwise, or make any other distributions in respect of its Capital Stock or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, (ii) make loans or advances to, or guarantee any Indebtedness of, Investment in the Company or any other Restricted Subsidiary or (iii) transfer any of its property or assets to the Company or any other Restricted Subsidiary, except for (a) any encumbrance such encumbrances or restriction restrictions existing under or by reason of (a) any agreement in effect on the Issue Date (including the Senior Credit Facility) as any such agreement is in effect on such date or as such agreement is amended thereafter but only if such encumbrance or restriction is no more restrictive than in the agreement being amendeddate, (b) any encumbrance or restriction under Senior Credit Facilities, (c) any agreement of or relating to any Indebtedness Incurred by such Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by the Company and outstanding on such date and not Incurred in anticipation or contemplation of becoming a Restricted Subsidiary and provided Subsidiary; provided, however, that such encumbrance or restriction shall not -------- ------- apply to any property or assets of the Company or any Restricted Subsidiary other than the such Restricted Subsidiary so acquired or its assetsSubsidiary, (cd) customary provisions contained in an agreement that which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary; provided, however, that such encumbrance or restriction is applicable only to -------- ------- such Restricted Subsidiary or its property and assets, (de) any agreement effecting a Refinancing or amendment of Indebtedness Incurred pursuant to any agreement referred to in clause (a) above; provided, however, that the -------- ------- provisions contained in such Refinancing or amendment agreement relating to such encumbrance or restriction existing under are no more restrictive in any material respect than the provisions contained in the agreement that is the subject thereof in the reasonable judgment of (i) the Board of Triton PCS Holdings, Inc. if, at the time of such Refinancing or by reason amendment, the Company is a Subsidiary of applicable lawTriton PCS Holdings, Inc. or (ii) the Board of the Company if, at the time of such Refinancing or amendment, the Company is not a Subsidiary of Triton PCS Holdings, Inc., (ef) the Indenture, (g) applicable law or any applicable rule, regulation or order, (h) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of any Restricted Subsidiary, (fi) covenants in franchise agreements with car manufacturers customary for franchise agreements in the automobile retailing industry, (g) covenants in purchase money obligations for property restricting transfer acquired in the ordinary course of such property, business that impose restrictions of the type referred to in clause (hiii) covenants of this Section 4.16; (j) restrictions of the type referred to in clause (iii) of this Section 4.16 contained in security agreements securing Indebtedness of a Restricted Subsidiary (to the extent that such Liens were otherwise incurred in accordance with Section 4.17) that 4.17 and restrict the transfer of property subject to such agreements; or (k) customary provisions in joint venture agreements and (i) customary covenants other similar agreements entered into in Floor Plan Notesthe ordinary course of business.

Limitation on Restrictions Affecting Restricted Subsidiaries. The Company Borrower shall not, and shall not cause or permit any Restricted Subsidiary (other than a Restricted Guarantor) to, directly or indirectly, create or otherwise cause or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (i) pay dividends pay, directly or indirectly, dividends, in cash or otherwise, or make any other distributions in respect of its Capital Stock or pay any Indebtedness or other obligation owed to the Company Borrower or any other Restricted Subsidiary, (ii) make loans or advances to, or guarantee any Indebtedness of, Investment in the Company Borrower or any other Restricted Subsidiary or (iii) transfer any of its property or assets to the Company Borrower or any other Restricted Subsidiary, except for (a) any encumbrance such encumbrances or restriction restrictions existing under or by reason of (a) any agreement in effect on the Issue Effective Date (including the Senior Credit Facility) as any such agreement is in effect on such date or as such agreement is amended thereafter but only if such encumbrance or restriction is no more restrictive than in the agreement being amendedEffective Date, (b) any Vendor Credit Arrangement so long as the encumbrance or restriction under is applicable only to the property or assets that are the subject of such Vendor Credit Arrangement, (c) any agreement of or relating to any Indebtedness Incurred by such Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by the Company Borrower and outstanding on such date and not Incurred in anticipation or contemplation of becoming a Restricted Subsidiary and provided Subsidiary; provided, however, that such encumbrance or restriction shall not apply to any property or assets of the Company Borrower or any Restricted Subsidiary other than the such Restricted Subsidiary so acquired or its assetsSubsidiary, (cd) customary provisions contained in an agreement that which has been entered into for the sale or disposition of all or substantially all of the Capital Stock of a Restricted Subsidiary or assets of a any Restricted Subsidiary; provided, however, that such encumbrance or restriction is applicable only to such Restricted Subsidiary or assets, (d) any encumbrance or restriction existing under or by reason the property and assets that are the subject of applicable lawsuch agreement, (e) any agreement effecting a Refinancing or amendment of Indebtedness Incurred pursuant to any agreement referred to in clause (a) above; provided, however, that the provisions contained in such Refinancing or amendment agreement relating to such encumbrance or restriction are no more restrictive in any material respect than the provisions contained in the agreement that is the subject thereof in the reasonable judgment of (i) the Board of Directors of Holdings if, at the time of such Refinancing or amendment, the Borrower is a Subsidiary of Holdings or (ii) the Board of Directors of the Borrower if, at the time of such Refinancing or amendment, the Borrower is not a Subsidiary of Holdings, (f) this Agreement, (g) applicable law or any applicable rule, regulation or order, (h) customary provisions restricting the assignment of contracts or restricting subletting or assignment of any lease governing any leasehold interest of any Restricted Subsidiary, (fi) covenants in franchise agreements with car manufacturers customary for franchise agreements in the automobile retailing industry, (g) covenants in purchase money obligations for property restricting transfer acquired in the ordinary course of such property, business that impose restrictions of the type referred to in clause (hiii) covenants of this Section 5.12; (j) restrictions of the type referred to in clause (iii) of this Section 5.12 contained in security agreements securing Indebtedness of a Restricted Subsidiary (to the extent that such Liens were otherwise incurred in accordance with Section 4.17) that 5.13 and restrict the transfer of property subject to such agreements; or (k) customary provisions in joint venture agreements and (i) customary covenants other similar agreements entered into in Floor Plan Notesthe ordinary course of business.

Limitation on Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not cause or permit any Restricted Subsidiary (other than a Restricted Guarantor) to, directly or indirectly, create or otherwise cause or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (i) pay dividends pay, directly or indirectly, dividends, in cash or otherwise, or make any other distributions in respect of its Capital Stock or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, (ii) make loans or advances to, or guarantee any Indebtedness of, Investment in the Company or any other Restricted Subsidiary or (iii) transfer any of its property or assets to the Company or any other Restricted Subsidiary, except for (a) any encumbrance such encumbrances or restriction restrictions existing under or by reason of (a) any agreement in effect on the Issue Date (including the Senior Credit Facility) as any such agreement is in effect on such date or as such agreement is amended thereafter but only if such encumbrance or restriction is no more restrictive than in the agreement being amendeddate, (b) any encumbrance or restriction under Senior Credit Facilities, (c) any agreement of or relating to any Indebtedness incurred by such Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by the Company and outstanding on such date and not Incurred incurred in anticipation or contemplation of becoming a Restricted Subsidiary and provided Subsidiary; provided, that such encumbrance or restriction shall not apply to any property or assets of the Company or any Restricted Subsidiary other than the such Restricted Subsidiary so acquired or its assetsSubsidiary, (cd) customary provisions contained in an agreement that which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary; provided, however, that such encumbrance or restriction is applicable only to such Restricted Subsidiary or its property and assets, (de) any agreement effecting a refinancing or amendment of Indebtedness incurred pursuant to any agreement referred to in clause (a) above; provided, that the provisions contained in such refinancing or amendment agreement relating to such encumbrance or restriction existing under or by reason are no more restrictive in any material respect than the provisions contained in the agreement that is the subject thereof in the reasonable judgment of applicable lawthe Board of Directors of the Company, (ef) the Indenture, (g) applicable law or any applicable rule, regulation or order, (h) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of any Restricted Subsidiary, (fi) covenants in franchise agreements with car manufacturers customary for franchise agreements in the automobile retailing industry, (g) covenants in purchase money obligations for property restricting transfer acquired in the ordinary course of such property, business that impose restrictions of the type referred to in clause (hiii) covenants of this Section 4.11; (j) restrictions of the type referred to in clause (iii) of this Section 4.11 contained in security agreements securing Indebtedness of a Restricted Subsidiary (to the extent that such Liens were otherwise incurred in accordance with Section 4.17) that 4.12 and restrict the transfer of property subject to such agreements; or (k) customary provisions in joint venture agreements and (i) customary covenants other similar agreements entered into in Floor Plan Notesthe ordinary course of business.

Limitation on Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any Restricted Subsidiary (other than a Restricted Guarantor) to, directly or indirectly, create or otherwise cause or suffer to exist any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (i) pay pay, directly or indirectly, dividends or make any other distributions in respect of its Capital Stock or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, (ii) make loans or advances to, or guarantee any Indebtedness of, to the Company or any other Restricted Subsidiary or (iii) transfer any of its property or assets to the Company or any other Restricted Subsidiary, except for (a) any encumbrance such encumbrances or restriction restrictions existing under or by reason of (a) any agreement in effect on the Issue Date (including the Senior Credit Facility) as any such agreement is in effect on such date or as such agreement is amended thereafter but only if such encumbrance or restriction is no more restrictive than in the agreement being amendeddate, (b) any encumbrance or restriction under the Senior Credit Facility, (c) any agreement of or relating to Capital Stock of, or any Indebtedness Incurred by, such Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by the Company and outstanding on such date and not Incurred in anticipation or contemplation of becoming a Restricted Subsidiary and provided Subsidiary; provided, however, that such encumbrance or restriction shall not apply to any property or assets of the Company or any Restricted Subsidiary other than the such Restricted Subsidiary so acquired or its assetsSubsidiary, (cd) customary provisions contained in an agreement that which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary; provided, however, that such encumbrance or restriction is applicable only to such Restricted Subsidiary or its property and assets, (de) customary provisions in joint venture agreements entered into in the ordinary course of business, (f) any agreement effecting a Refinancing or amendment of Indebtedness Incurred pursuant to any agreement referred to in clause (a) above; provided, however, that the provisions contained in such Refinancing or amendment agreement relating to such encumbrance or restriction existing under or by reason are no more restrictive in any material respect than the provisions contained in the agreement that is the subject thereof in the reasonable judgment of the Board of Directors of the Company, (g) the Indenture, (h) applicable law, rule or regulation or any order or ruling by any governmental authority; (ei) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of any Restricted Subsidiary, (fj) covenants Purchase Money Indebtedness that imposes restrictions of the type referred to in franchise agreements with car manufacturers customary for franchise agreements clause (iii) of this covenant, or (k) restrictions of the type referred to in the automobile retailing industry, clause (giii) covenants in purchase money obligations for property restricting transfer of such property, (h) covenants this covenant contained in security agreements securing Indebtedness of a Restricted Subsidiary (to the extent that such Liens were otherwise incurred in accordance with Section 4.17) that 4.17 and restrict the transfer of property subject to such agreements and (i) customary covenants in Floor Plan Notesagreements.

Limitation on Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not cause or permit any Restricted Subsidiary (other than a Restricted Guarantor) to, directly or indirectly, create or otherwise cause or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (i) pay dividends pay, directly or indirectly, dividends, in cash or otherwise, or make any other distributions in respect of its Capital Stock or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, (ii) make loans or advances to, or guarantee any Indebtedness of, Investment in the Company or any other Restricted Subsidiary or (iii) transfer any of its property or assets to the Company or any other Restricted Subsidiary, except for (a) any encumbrance such encumbrances or restriction restrictions existing under or by reason of (a) any agreement in effect on the Issue Date (including the Senior Credit Facility) as any such agreement is in effect on such date or as such agreement is amended thereafter but only if such encumbrance or restriction is no more restrictive than in the agreement being amendeddate, (b) any encumbrance or restriction under Senior Credit Facilities, (c) any agreement of or relating to any Indebtedness Incurred by such Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by the Company and outstanding on such date and not Incurred in anticipation or contemplation of becoming a Restricted Subsidiary and provided Subsidiary; provided, -------- however, that such encumbrance or restriction shall not apply to any property or ------- assets of the Company or any Restricted Subsidiary other than the such Restricted Subsidiary so acquired or its assetsSubsidiary, (cd) customary provisions contained in an agreement that which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary; provided, however, that such -------- ------- encumbrance or restriction is applicable only to such Restricted Subsidiary or its property and assets, (de) any agreement effecting a Refinancing or amendment of Indebtedness Incurred pursuant to any agreement referred to in clause (a) above; provided, however, that the provisions contained in such Refinancing or -------- ------- amendment agreement relating to such encumbrance or restriction existing under are no more restrictive in any material respect than the provisions contained in the agreement that is the subject thereof in the reasonable judgment of (i) the Board of Triton PCS Holdings, Inc. if, at the time of such Refinancing or by reason amendment, the Company is a Subsidiary of applicable lawTriton PCS Holdings, Inc. or (ii) the Board of the Company if, at the time of such Refinancing or amendment, the Company is not a Subsidiary of Triton PCS Holdings, Inc., (ef) the Indenture, (g) applicable law or any applicable rule, regulation or order, (h) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of any Restricted Subsidiary, (fi) covenants in franchise agreements with car manufacturers customary for franchise agreements in the automobile retailing industry, (g) covenants in purchase money obligations for property restricting transfer acquired in the ordinary course of such property, business that impose restrictions of the type referred to in clause (hiii) covenants of this Section 4.16; (j) restrictions of the type referred to in clause (iii) of this Section 4.16 contained in security agreements securing Indebtedness of a Restricted Subsidiary (to the extent that such Liens were otherwise incurred in accordance with Section 4.17) that 4.17 and restrict the transfer of property subject to such agreements; or (k) customary provisions in joint venture agreements and (i) customary covenants other similar agreements entered into in Floor Plan Notesthe ordinary course of business.