Common use of Limitation on Restrictions on Subsidiary Distributions Clause in Contracts

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Parent Borrower or any other Subsidiary, (b) make loans or advances to, or other Investments in, the Parent Borrower or any other Subsidiary or (c) transfer any of its assets to the Parent Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and (iii) any restrictions imposed pursuant to a Receivables Transfer Program with respect to a Subsidiary established solely for the purpose of a Receivables Transfer Program.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (a) pay dividends or make any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Parent Borrower or any other SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, to the Parent Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Parent Borrower or any other SubsidiarySubsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, Documents and (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and (iii) any restrictions imposed pursuant to a Receivables Transfer Program with respect to a Subsidiary established solely for the purpose of a Receivables Transfer ProgramSubsidiary.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Parent Borrower or any other Restricted Subsidiary, (b) make loans or advances to, or other Investments in, in the Parent Borrower or any other Restricted Subsidiary or (c) transfer any of its assets to the Parent Borrower or any other Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, Documents and (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement which has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and (iii) any restrictions imposed pursuant to a Receivables Transfer Program with respect to a Subsidiary established solely for the purpose of a Receivables Transfer ProgramRestricted Subsidiary.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (a) pay dividends or make any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Parent Borrower or any other SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, to the Parent Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Parent Borrower or any other SubsidiarySubsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, the Indentures or any refinancing thereof permitted by Section 7.2(g), Section 7.2(h) or Section 7.2(i) and (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and (iii) any restrictions imposed pursuant to a Receivables Transfer Program with respect to a Subsidiary established solely for the purpose of a Receivables Transfer ProgramSubsidiary.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Parent Borrower or any other Subsidiary, (b) make loans or advances to, or other Investments in, in the Parent Borrower or any other Subsidiary or (c) transfer any of its assets to the Parent Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and (iii) any restrictions imposed pursuant to a Receivables Transfer Program with respect to a Seller Subsidiary established solely for imposed pursuant to the purpose of a Receivables Transfer ProgramAAT Purchase Agreement and any related agreements.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (a) pay dividends or make any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Parent Borrower or any other SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, to the Parent Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Parent Borrower or any other SubsidiarySubsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, the Holdings Discount Notes Indenture or the Senior Subordinated Note Indenture or any refinancing thereof permitted by Section 7.2(g) or Section 7.2(h) and (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and (iii) any restrictions imposed pursuant to a Receivables Transfer Program with respect to a Subsidiary established solely for the purpose of a Receivables Transfer ProgramSubsidiary.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Parent Borrower or any other Subsidiary, (b) make loans or advances to, or other Investments in, the Parent Borrower or any other Subsidiary or (c) transfer any of its assets to the Parent Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, Documents and (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and (iii) any restrictions imposed pursuant to a Receivables Transfer Program with respect to a Subsidiary established solely for the purpose of a Receivables Transfer ProgramPermitted Restrictions.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Parent Borrower or any other Subsidiary, (b) make loans or advances to, or other Investments in, in the Parent Borrower or any other Subsidiary or (c) transfer any of its assets to the Parent Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and (iii) any restrictions imposed pursuant to a Receivables Transfer Program with respect to a in the Senior Subordinated Note Indenture or in any instrument governing Indebtedness of any Non-Guarantor Subsidiary established solely for the purpose of a Receivables Transfer Programpermitted under Section 7.2.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Parent Borrower to (a) pay dividends or make any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Parent Borrower or any other SubsidiarySubsidiary of the Parent Borrower, (b) make loans or advances to, or other Investments in, the Parent Borrower or any other Subsidiary of the Parent Borrower or (c) transfer any of its assets to the Parent Borrower or any other SubsidiarySubsidiary of the Parent Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and (iii) any restrictions imposed pursuant to a Receivables Transfer Program with respect to a Subsidiary established solely for the purpose of a Receivables Transfer Program.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Material Subsidiary to (a) pay dividends or make any other distributions in with respect of any to the Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, by the Parent Borrower or any other Subsidiary, (b) make loans or advances to, or other Investments in, the Parent Borrower or any other Subsidiary or (b) make Investments in the Borrower or any other Subsidiary (except for any dividend restrictions provided by an order of any state or federal regulatory authority of the Borrower or any Subsidiary) or (c) transfer any of its assets to the Parent Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions existing on the date hereof under the Indentures and (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and (iii) any restrictions imposed pursuant to a Receivables Transfer Program with respect to a Subsidiary established solely for the purpose of a Receivables Transfer ProgramSubsidiary.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Parent Borrower or any other Restricted Subsidiary, (b) make loans or advances to, or other Investments in, in the Parent Borrower or any other Restricted Subsidiary or (c) transfer any of its assets to the Parent Borrower or any other Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and (iii) any restrictions imposed pursuant to a Receivables Transfer Program with respect to a Subsidiary established solely for the purpose of a Receivables Transfer ProgramExisting Credit Facility.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Parent Borrower or any other Subsidiary, (b) make loans or advances to, or other Investments in, in the Parent Borrower or any other Subsidiary or (c) transfer any of its assets to the Parent Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, the New Senior Subordinated Note Indenture or any of the Existing Senior Subordinated Note Indentures, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and (iii) any restrictions imposed pursuant to a Receivables Transfer Program solely in the case of the foregoing clause (c), customary non- assignment provisions in leases entered into in the ordinary course of business and consistent with respect to a Subsidiary established solely for the purpose past practices of a Receivables Transfer Programthe Borrower and its Subsidiaries.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (a) pay dividends or make any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Parent Borrower or any other SubsidiarySubsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Parent Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Parent Borrower or any other SubsidiarySubsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan DocumentsDocuments or the Senior Subordinated Note Indenture, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and (iii) any restrictions imposed pursuant to a Receivables Transfer Program with respect to a Subsidiary established solely for the purpose of a Receivables Transfer Program.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Material Subsidiary to (a) pay dividends or make any other distributions in with respect of any to the Capital Stock of such Subsidiary held by, or pay by any Indebtedness owed to, the Parent Borrower or any other Subsidiary (except for any dividend restrictions provided by an order of any state or federal regulatory authority of any Borrower or any Subsidiary, ) or (b) make loans or advances to, or other Investments in, the Parent in any Borrower or any other Subsidiary or (c) transfer any of its assets to the Parent any Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions existing on the date hereof under the Indenture and (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and (iii) any restrictions imposed pursuant to a Receivables Transfer Program with respect to a Subsidiary established solely for the purpose of a Receivables Transfer ProgramSubsidiary.

Limitation on Restrictions on Subsidiary Distributions. Enter Except as otherwise contemplated herein or any other of the Loan Documents, enter into or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to of Borrower to: (ai) pay dividends or make any other distributions Restricted Payments in respect of any Capital Stock Equity Interests of such Subsidiary held by, or pay any Indebtedness owed to, the Parent Borrower or any other Subsidiary, Subsidiary of Borrower; (bii) make loans or advances to, or other Investments in, the Parent Borrower or any other Subsidiary or of Borrower; and (ciii) transfer any of its assets to the Parent Borrower or any other SubsidiarySubsidiary of Borrower, except for such encumbrances or restrictions existing under or by reason of of: (iA) any restrictions existing under the Loan Documents, ; and (iiB) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock Equity Interests or assets of such Subsidiary and (iii) any restrictions imposed pursuant to a Receivables Transfer Program with respect to a Subsidiary established solely for the purpose of a Receivables Transfer ProgramSubsidiary.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Domestic Subsidiary to (a) pay dividends or make any other distributions Restricted Payments in respect of any Capital Stock of such Borrower or such Subsidiary held by, or pay any Indebtedness owed to, the Parent any other Borrower or any other Subsidiary, (b) make loans or advances to, or Investments in any other Investments in, the Parent Borrower or any other Subsidiary or (c) transfer any of its assets to the Parent any other Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Borrower or a Subsidiary imposed pursuant to an agreement which has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Borrower or such Subsidiary and (iii) any restrictions imposed pursuant to a Receivables Transfer Program with respect to a Subsidiary established solely for the purpose of a Receivables Transfer Programanti-assignment provisions in leases, licenses and other ordinary course agreements.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions Restricted Payments in respect of any Capital Stock of such Subsidiary of a Borrower held by, or pay any Indebtedness owed to, any of the Parent Borrower Borrowers or any other Subsidiary, (b) make loans or advances to, or other Investments in, in any of the Parent Borrower Borrowers or any other Subsidiary or (c) transfer any of its assets to any of the Parent Borrower Borrowers or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and (iii) any restrictions on the ability of the Borrower or any Subsidiary to transfer any such asset imposed by the provisions of the documentation pursuant to which there shall have been created a Receivables Transfer Program with respect to a Subsidiary established solely for the purpose of a Receivables Transfer ProgramLien on such asset permitted by Section 7.3.