Common use of Limitation on Restrictions Affecting Subsidiaries Clause in Contracts

Limitation on Restrictions Affecting Subsidiaries. Neither the Borrower nor any of its Subsidiaries will enter into, or suffer to exist, any agreement with any Person, other than this Agreement, which prohibits or limits the ability of any Subsidiary to (a) pay dividends or make other distributions to, or pay any Debt owed to, the Borrower or any Subsidiary, (b) make loans or advances to the Borrower or any Subsidiary, (c) transfer any of its properties or assets to the Borrower or any Subsidiary or (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired (other than with respect to assets subject to consensual liens permitted under Section 5.09); provided that the foregoing shall not apply to (i) restrictions in effect on the date of this Agreement contained in agreements governing Debt outstanding on the date of this Agreement (including, without limitation, the Subordinated Notes) and, if such Debt is renewed, extended or refinanced, restrictions in the agreements governing the renewed, extended or refinancing Debt (and successive renewals, extensions and refinancings thereof) if such restrictions are no more restrictive than those contained in the agreements governing the Debt being renewed, extended or refinanced, or (ii) restrictions applicable to an acquired entity or its assets in effect at the Acquisition thereof by the Borrower or a Subsidiary and not incurred in contemplation of such Acquisition.

Limitation on Restrictions Affecting Subsidiaries. Neither the Borrower nor any of its Subsidiaries will enter into, or suffer to exist, Enter into any agreement with any Person, Person other than this Agreement, the Lenders pursuant hereto which prohibits or limits the ability of any Subsidiary to (a) pay dividends or make other distributions to, or pay any Debt Indebtedness owed to, to the U.S. Borrower or any Subsidiary, (b) make loans or advances to the U.S. Borrower or any Subsidiary, Subsidiary or (c) transfer any of its properties or assets to the U.S. Borrower or any Subsidiary Subsidiary, except (i) prohibitions or restrictions under applicable law, (ii) agreements and instruments governing or evidencing secured Indebtedness otherwise permitted to be incurred under this Agreement that limits the right of the borrower to (A) dispose of the assets securing such Indebtedness or (dB) createin the case of any Foreign Subsidiary, incurto make dividends or distributions, assume or suffer to exist (iii) customary non-assignment provisions of any Lien upon lease governing a leasehold interest of any Subsidiary, (iv) customary net worth provisions contained in leases and other agreements entered into by a Subsidiary in the ordinary course of its propertybusiness, assets or revenues, whether now owned or hereafter acquired (other than v) customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of the assets subject to consensual liens permitted under Section 5.09); provided that the foregoing shall not apply to or stock of such Subsidiary, (ivi) any such restrictions in effect existing by reasons of Contractual Obligations listed on the date of this Agreement Schedule 14.14, (vii) any restrictions on a Special Purpose Subsidiary and (viii) any restrictions contained in agreements governing Debt outstanding on the date of this Agreement (including, without limitation, the Subordinated Notes) and, if such Debt is renewed, extended any instrument or refinanced, restrictions in the agreements governing the renewed, extended or refinancing Debt (and successive renewals, extensions and refinancings thereof) if such restrictions are no more restrictive than those contained in the agreements governing the Debt being renewed, extended or refinanced, or (ii) restrictions applicable to an acquired entity or its assets in effect at the Acquisition thereof by the Borrower or a Subsidiary and not incurred in contemplation of such Acquisitionagreement that refinances any Indebtedness which contains similar restrictions.

Limitation on Restrictions Affecting Subsidiaries. Neither the The Borrower nor will not, and will not permit any of its Subsidiaries will enter intoSubsidiary to, directly, or indirectly, create or otherwise cause or suffer to exist, exist any agreement with any Person, other than this Agreement, encumbrance or restriction which prohibits or limits the ability of any Subsidiary of the Borrower to (a) pay dividends or make other distributions to, or pay any Debt Indebtedness owed to, to the Borrower or any SubsidiarySubsidiary of the Borrower, (b) make loans or advances to the Borrower or any SubsidiarySubsidiary of the Borrower, (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrower or (d) create, incur, assume or suffer to exist any Lien lien upon any of its property, assets or revenues, whether now owned or hereafter acquired (acquired, other than with respect to assets subject to consensual liens permitted encumbrances and restrictions arising under Section 5.09); provided that the foregoing shall not apply to (i) restrictions in effect on the date of this Agreement contained in agreements governing Debt outstanding on the date of this Agreement (includingapplicable law, without limitation, the Subordinated Notes) and, if such Debt is renewed, extended or refinanced, restrictions in the agreements governing the renewed, extended or refinancing Debt (and successive renewals, extensions and refinancings thereof) if such restrictions are no more restrictive than those contained in the agreements governing the Debt being renewed, extended or refinanced, or (ii) restrictions applicable this Agreement and the other Credit Documents, (iii) Indebtedness permitted pursuant to an acquired entity Sections 8.3(b), (c) and (d), (iv) customary provisions restricting subletting or its assets in effect at the Acquisition thereof by assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary any of its Subsidiaries and not incurred (v) customary restrictions on dispositions of real property interests found in contemplation reciprocal easement agreements of such Acquisitionthe Borrower or any of its Subsidiaries.

Limitation on Restrictions Affecting Subsidiaries. Neither the Borrower nor any of its Significant Subsidiaries will enter into, or suffer to exist, any agreement with any Person, other than this Agreement, which prohibits or limits in any material respect the ability of any Significant Subsidiary to (a) pay dividends or make other distributions to, or pay any Debt owed to, to the Borrower or any SubsidiarySubsidiary of the Borrower, (b) make loans or advances to the Borrower or any SubsidiarySubsidiary of the Borrower, (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrower or (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired (other than with respect to assets subject to consensual liens permitted under Section 5.09); provided that the foregoing shall not apply to acquired, except (i) customary provisions incident to Liens which the Subsidiaries are permitted to incur pursuant to this Agreement, (ii) customary restrictions on assignability in effect on the date of this Agreement contained in agreements governing Debt outstanding on the date of this Agreement (including, without limitation, the Subordinated Notes) and, if such Debt is renewed, extended or refinanced, restrictions leases and other contracts entered into in the agreements governing ordinary course of business, (iii) the renewed, extended or refinancing Debt restrictions disclosed on Schedule II hereto and (and successive renewals, extensions and refinancings thereofiv) if such restrictions are no more restrictive than those contained so disclosed in the agreements governing relating to Debt that is incurred to refinance the Debt being renewed, extended or refinanced, or to which the restrictions so disclosed relate; provided that the principal amount of such Debt is not increased (ii) restrictions applicable to an acquired entity or its assets in effect at the Acquisition thereof except by the Borrower or a Subsidiary and not amount of costs reasonably incurred in contemplation of such Acquisitionconnection with the issuance thereof).

Limitation on Restrictions Affecting Subsidiaries. Neither the Each Borrower nor shall not, and shall not permit any of Subsidiary (including Doe Run Cayman and its Subsidiaries will enter intofor this purpose) to, directly, or indirectly, create or otherwise cause or suffer to exist, exist any agreement with any Person, other than this Agreement, encumbrance or restriction which prohibits or limits the ability of any such Subsidiary of a Borrower to (a) pay dividends or make other distributions toon its Capital Stock or any other interest or participation in, or measured by, its profits, owned by Borrower or any Subsidiary of such Borrower, or pay any Debt Indebtedness owed to, the to a Borrower or any Subsidiary, Subsidiary of such Borrower; (b) make loans or advances to the a Borrower or any Subsidiary, Subsidiary of such Borrower; or (c) transfer any of its properties or assets to the a Borrower or any Subsidiary of such Borrower; except in each case for such encumbrances or (d) create, incur, assume restrictions existing under or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired (other than with respect to assets subject to consensual liens permitted under Section 5.09); provided that the foregoing shall not apply to by reason of: (i) restrictions applicable law, (ii) this Agreement, the Existing Note Documents, the Term Loan Documents or the New Secured Note Agreements (as all of the same are in effect on the date hereof), (iii) customary non-assignment provisions of this Agreement contained in agreements any lease governing Debt outstanding on the date a leasehold interest of this Agreement (including, without limitation, the Subordinated Notes) and, if such Debt is renewed, extended or refinanced, restrictions in the agreements governing the renewed, extended or refinancing Debt (and successive renewals, extensions and refinancings thereof) if such restrictions are no more restrictive than those contained in the agreements governing the Debt being renewed, extended or refinanced, or (ii) restrictions applicable to an acquired entity a Borrower or its assets in effect at the Acquisition thereof by the Borrower or a Subsidiary and not incurred in contemplation of such Acquisition.Subsidiaries,

Limitation on Restrictions Affecting Subsidiaries. Neither the Borrower nor any of its Subsidiaries will enter into, or suffer to exist, Enter into any agreement with any Person, Person other than this Agreement, the Lenders pursuant hereto which prohibits or limits the ability of any Subsidiary to (a) pay dividends or make other distributions to, or pay any Debt Indebtedness owed to, to the U.S. Borrower or any Subsidiary, (b) make loans or advances to the U.S. Borrower or any Subsidiary, Subsidiary or (c) transfer any of its properties or assets to the U.S. Borrower or any Subsidiary Subsidiary, except (i) prohibitions or restrictions under applicable law, (ii) agreements and instruments governing or evidencing secured Indebtedness otherwise permitted to be incurred under this Agreement that limits the right of the borrower to (A) dispose of the assets securing such Indebtedness or (dB) createin the case of any Foreign Subsidiary, incurto make dividends or distributions, assume (iii) prohibitions or suffer restrictions under agreements relating to exist Acquired Indebtedness and any Lien upon any of its propertyrefinancings thereof, assets (iv) prohibitions or revenues, whether now owned or hereafter acquired (other than restrictions with respect to the distribution or dispositions of assets subject to consensual liens permitted under Section 5.09); provided that or property in joint venture and similar agreements entered into in the foregoing shall not apply to ordinary course of business, (iv) restrictions customary non-assignment provisions in effect on leases and other agreements entered into in the date ordinary course of this Agreement business, (vi) customary net worth provisions contained in leases and other agreements governing Debt outstanding on the date of this Agreement (including, without limitation, the Subordinated Notes) and, if such Debt is renewed, extended or refinanced, restrictions entered into by a Subsidiary in the agreements governing the renewedordinary course of business, extended or refinancing Debt (and successive renewals, extensions and refinancings thereofvii) if such customary restrictions are no more restrictive than those contained in the agreements governing the Debt being renewed, extended or refinanced, or (ii) restrictions applicable with respect to a Subsidiary pursuant to an acquired entity agreement that has been entered into for the sale or its disposition of the assets in effect at the Acquisition thereof by the Borrower or a Subsidiary and not incurred in contemplation stock of such Acquisition.such