Common use of Limitation on Restrictions Clause in Contracts

Limitation on Restrictions. No Borrower shall, nor will it not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or other equity interests owned by any Borrower or any other Subsidiary, (b) pay or repay any Indebtedness owed to any Borrower or any other Subsidiary, (c) make loans or advances to any Borrower or any other Subsidiary, (d) transfer any of its Property to any Borrower or any other Subsidiary except with respect to rights of first offer set forth in Article 6 of the Omnibus Agreement and rights of first refusal as set forth in Article 7 of the Omnibus Agreement, provided, however, that such rights of first offer and rights of first refusal may not be exercised during the continuance of an Event of Default hereunder, (e) encumber or pledge any of its assets to or for the benefit of the Administrative Agent or (f) guaranty the Obligations, Hedging Liability and Bank Product Liability; provided, however, that, notwithstanding the foregoing, the Borrowers and their Subsidiaries shall be restricted from performing the Restricted Activities as defined in Section 2.1 of the Omnibus Agreement.

Limitation on Restrictions. No The Borrower shallwill not, nor and it will it not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or other equity interests owned by any the Borrower or any other Subsidiary, (b) pay or repay any Indebtedness owed to any the Borrower or any other Subsidiary, (c) make loans or advances to any the Borrower or any other Subsidiary, (d) transfer any of its Property to any the Borrower or any other Subsidiary except with respect to rights of first offer set forth in Article 6 of the Omnibus Agreement and rights of first refusal as set forth in Article 7 of the Omnibus Agreement, provided, however, that such rights of first offer and rights of first refusal may not be exercised during the continuance of an Event of Default hereunderSubsidiary, (e) encumber or pledge any of its assets to or for the benefit of the Administrative Agent or (f) guaranty the Obligations, Hedging Liability and Bank Product Funds Transfer and Deposit Account Liability; provided, howeverexcept for such restrictions (i) with any disposition permitted by Section 6.13, that(iii) constituting negative pledges and restrictions on Liens in favor or any holder of Indebtedness permitted under Section 6.11 but solely to the extent such negative pledge relates to the property financed by or the subject of such Indebtedness and (iv) constituting customary restrictions in leases, notwithstanding subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the foregoing, the Borrowers and their Subsidiaries shall be restricted from performing the Restricted Activities as defined in Section 2.1 of the Omnibus Agreementassets subject thereto.

Limitation on Restrictions. No Borrower shall, nor will it not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or other equity interests Ownership Interests owned by any Borrower or any other Subsidiary, (b) pay or repay any Indebtedness owed to any Borrower or any other Subsidiary, (c) make loans or advances to any Borrower or any other Subsidiary, (d) transfer any of its Property to any Borrower or any other Subsidiary except with respect to rights of first offer set forth in Article 6 of the Omnibus Agreement and (i) rights of first refusal as set forth in Article 7 of the Omnibus Agreement, provided, however, that such rights of first offer and rights of first refusal may not be exercised during the continuance of an Event of Default hereunderhereunder and (ii) customary restrictions in joint venture agreements restricting the disposition of ownership interests in such joint ventures, (e) encumber or pledge any of its assets to or for the benefit of the Administrative Agent or (f) guaranty the Obligations, Hedging Liability and Bank Product LiabilityLiability except for (i) the Loan Documents, and (ii), with respect to the foregoing clauses (d) and (e) only, in connection with any document or instrument governing voluntary Liens permitted pursuant to Section 6.12; provided, however, provided that, notwithstanding any such restriction contained therein relates only to the foregoing, the Borrowers and their Subsidiaries shall be restricted from performing the Restricted Activities as defined in Section 2.1 of the Omnibus Agreementasset or assets subject to such Permitted Liens.

Limitation on Restrictions. No Borrower shall, nor will it not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or other equity interests Ownership Interests owned by any Borrower or any other Subsidiary, (b) pay or repay any Indebtedness owed to any Borrower or any other Subsidiary, (c) make loans or advances to any Borrower or any other Subsidiary, (d) transfer any of its Property to any Borrower or any other Subsidiary except with respect to rights of first offer set forth in Article 6 of the Omnibus Agreement and rights of first refusal as set forth in Article 7 of the Omnibus Agreement, provided, however, that such rights of first offer and rights of first refusal may not be exercised during the continuance of an Event of Default hereunder, (e) encumber or pledge any of its assets to or for the Exhibit 10.1 benefit of the Administrative Agent or (f) guaranty the Obligations, Hedging Liability and Bank Product Liability; provided, however, that, notwithstanding the foregoing, the Borrowers and their Subsidiaries shall be restricted from performing the Restricted Activities as defined in Section 2.1 of the Omnibus Agreement.

Limitation on Restrictions. No Borrower shall, nor will it not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or other equity interests Ownership Interests owned by any Borrower or any other Subsidiary, (b) pay -126‑ or repay any Indebtedness owed to any Borrower or any other Subsidiary, (c) make loans or advances to any Borrower or any other Subsidiary, (d) transfer any of its Property to any Borrower or any other Subsidiary except with respect to rights of first offer set forth in Article 6 of the Omnibus Agreement and rights of first refusal as set forth in Article 7 of the Omnibus Agreement, provided, however, that such rights of first offer and rights of first refusal may not be exercised during the continuance of an Event of Default hereunder, (e) encumber or pledge any of its assets to or for the benefit of the Administrative Agent or (f) guaranty the Obligations, Hedging Liability and Bank Product LiabilityLiability except for (i) the Loan Documents, and (ii), with respect to the foregoing clauses (d) and (e) only, in connection with any document or instrument governing voluntary Liens permitted pursuant to Section 6.12; provided, however, provided that, notwithstanding any such restriction contained therein relates only to the foregoing, the Borrowers and their Subsidiaries shall be restricted from performing the Restricted Activities as defined in Section 2.1 of the Omnibus Agreementasset or assets subject to such Permitted Liens.