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

Limitation on Restrictions on Subsidiary Distributions. The Borrower shall not, and shall not permit any of its Subsidiaries to enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to make Restricted Payments in respect of any Equity Interests of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by applicable Law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition) to the extent such restrictions are listed on Schedule 6.14 attached hereto, (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, and (iv) the foregoing shall not apply to restrictions and conditions contained in the documentation evidencing any Indebtedness permitted hereunder; provided that in no event shall such restrictions and conditions contained in such documentation evidencing such permitted Indebtedness be more restrictive than the restrictions and conditions set forth in Section 6.06 of this Agreement and this Section 6.14.

Limitation on Restrictions on Subsidiary Distributions. The Borrower shall not, and shall not permit any of its Subsidiaries that are Guarantors to enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Subsidiary to make Restricted Payments in respect of any Equity Interests of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by applicable Law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition) to the extent such restrictions are listed on Schedule 6.14 attached hereto, (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, and (iv) the foregoing shall not apply to restrictions and conditions contained in the documentation evidencing any Indebtedness permitted hereunder; provided that in no event shall such restrictions and conditions contained in such documentation evidencing such permitted Indebtedness be more restrictive than the restrictions and conditions set forth in Section 6.06 of this Agreement and this Section 6.14.

Limitation on Restrictions on Subsidiary Distributions. The Borrower shall not, and shall not permit any of its Subsidiaries to to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of its Subsidiaries to make Restricted Payments in respect of any Equity Interests of such Subsidiary held by, or pay any Indebtedness Debt owed to, the Borrower or any other Subsidiary; provided that Subsidiary of the Borrower, except (i) the foregoing shall not apply to restrictions and conditions imposed by applicable Law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition) to the extent such restrictions are listed on Schedule 6.14 attached hereto, (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided if such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, and (iviii) the foregoing shall not apply to restrictions and conditions contained in the documentation evidencing any Indebtedness Debt or Liens permitted hereunder; provided hereunder that in no event shall such restrictions and conditions contained in such documentation evidencing such permitted Indebtedness be are not materially more restrictive than the restrictions and conditions set forth in Section 6.06 of this Agreement Agreement, (iv) customary provisions in leases restricting the assignment thereof, and this Section 6.14(v) customary provisions in joint venture agreements governing any Subsidiary that is not a wholly-owned Subsidiary.