Limitation on Restrictive Agreements. The Parent Borrower will not, and will not permit any Restricted Subsidiary to, create or otherwise cause to exist or become effective any consensual encumbrance or restriction on (i) the ability of the Parent Borrower or any of its Restricted Subsidiaries (other than any Foreign Subsidiaries or any Excluded Subsidiaries) to create, incur, assume or suffer to exist any Lien in favor of the Lenders in respect of obligations and liabilities under this Agreement or any other Loan Documents upon any of its property, assets or revenues constituting Term Loan Priority Collateral as and to the extent contemplated by this Agreement and the other Loan Documents, whether now owned or hereafter acquired or (ii) the ability of any Restricted Subsidiary to (x) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Parent Borrower, (y) make any loans or advances to the Parent Borrower or (z) transfer any of its property or assets to the Parent Borrower (provided that dividend or liquidation priority between classes of Capital Stock, or subordination of any obligation (including the application of any remedy bars thereto) to any other obligation, will not be deemed to constitute such an encumbrance or restriction), except any encumbrance or restriction:
(a) pursuant to any agreement or instrument in effect at or entered into on the Closing Date, this Agreement, the other Loan Documents, the ABL Facility Documents, the ABL/Term Loan Intercreditor Agreement and, on and after the execution and delivery thereof, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement, any Intercreditor Agreement Supplement, any Permitted Debt Exchange Notes (and any related documents) and any Additional Obligations Documents;
(b) pursuant to any agreement or instrument of a Person, or relating to Indebtedness or Capital Stock of a Person, which Person is acquired by or merged, consolidated or amalgamated with or into the Parent Borrower or any Restricted Subsidiary, or which agreement or instrument is assumed by the Parent Borrower or any Restricted Subsidiary in connection with an acquisition of assets from such Person or any other transaction entered into in connection with any such acquisition, merger, consolidation or amalgamation, as in effect at the time of such acquisition, merger, consolidation, amalgamation or transaction (except to the extent that such Indebtedness was incurred to finance, or ot...
Limitation on Restrictive Agreements. The Constituent Companies will not, and will not permit any of their Significant Subsidiaries to, enter into, incur, permit to exist, directly or indirectly, any agreement or arrangement that prohibits, restricts or imposes any condition upon the ability of any Significant Subsidiary to (a) make any Restricted Payments or to repay any Indebtedness owed to its parent Constituent Company, (b) make loans or advances to its parent Constituent Company or (c) transfer any of its property or assets to its parent Constituent Company, provided that the foregoing shall not apply to restrictions and conditions (1) imposed by law or regulation or by order of any regulatory agency, body or authority, including under agreements with regulatory agencies, bodies or authorities, (2) contained in or otherwise expressly permitted by this Agreement, (3) existing on the date of this Agreement and identified on Schedule 10.5, and amendments and modifications thereto, so long as such amendments and modifications do not materially expand the scope of any such restriction or condition, or (4) that are entered into, incurred or permitted to exist following the date hereof that are not materially more expansive in scope than the restrictions and conditions referred to in this Section 10.5.
Limitation on Restrictive Agreements. The Borrower shall not, and shall not permit the Parents or any Restricted Subsidiary to, other than in connection with the Senior Notes and the Revolver/Term Credit Agreement or the AUSP Financing Agreements or the Project Agreements, enter into any indenture, agreement, instrument, financing document or other arrangement which, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon: (a) the incurrence of Debt, (b) the granting of Liens (except for provisions contained in Capital Leases of property that are permitted hereunder that limit Liens only on the specific property subject to the Capital Lease, except for Liens in favor of the Administrative Agent and the Lenders), (c) the making or granting of Guarantees, (d) the payment of dividends or Distributions, (e) the purchase, redemption or retirement of any Capital Stock, (f) the making of loans or advances, (g) transfers or sales of property or assets (including Capital Stock) by the Parents, the Borrower or any of the Restricted Subsidiaries, (h) the making of Investments or acquisitions, or (i) any change of control or management.
Limitation on Restrictive Agreements. Enter into any agreement or instrument that prohibits the Borrower from entering into any amendment, supplement, modification or restatement of this Agreement.
Limitation on Restrictive Agreements. The Borrower shall not, nor shall it permit any of its Subsidiaries to, enter into, or suffer to exist, any agreement with any Person which, directly or indirectly, prohibits or limits the ability of (a) the Borrower to create, incur, or suffer to exist Liens on its property to secure the Obligations, provided, however, that this clause (a) shall not prohibit any Lien permitted under Section 6.3 or any negative pledge incurred or provided in favor of any holder of Debt not prohibited by this Agreement or (b) any Subsidiary to (i) make any Distribution to the Borrower or prepay any Debt owed to the Borrower, (ii) make loans or advances to the Borrower, (iii) create, incur, or suffer to exist Liens on the property of such Subsidiary to secure the Obligations, provided, however, that this clause (iii) shall not prohibit any negative pledge incurred or provided in favor of any holder of Debt not prohibited by this Agreement or (iv) transfer any of its Properties to the Borrower; provided that the foregoing shall not apply to such restrictions existing under or by reason of (A) applicable Legal Requirement; (B) any agreement relating to any Debt permitted under this Agreement; (C) customary non-assignment provisions of any contract; (D) customary restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; (E) purchase money obligations for Property acquired in the ordinary course of business that impose restrictions on the property so acquired; (F) contracts for the sale of Properties, including customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale of all or substantially all of the Equity Interests or assets of such Subsidiary; (G) any agreement or other instrument governing Debt of a Person acquired by the Borrower or any of its Subsidiaries (or of a Subsidiary of such Person which becomes a Subsidiary) in existence at the time of such acquisition (but not created in contemplation thereof), which restriction is not applicable to the Borrower or any of its Subsidiaries, or Properties of any such Person, other than the Person, or Properties or Subsidiaries of the Person, so acquired; or (H) provisions contained in agreements relating to Debt which prohibit the transfer of all or substantially all of the assets of the obligor thereunder unless the transferee shall assume the obligations of the obligor under such agreement or instrument.
Limitation on Restrictive Agreements. The Borrower will not, and will not cause or permit any of its Restricted Subsidiaries to, enter into any indenture, agreement, instrument, financing document or other arrangement which, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon: (a) the granting of Liens, (b) the making or granting of Guarantees, (c) the payment of dividends or distributions, (d) the purchase, redemption or retirement of any Capital Stock, (e) the making of loans or advances or (f) transfers or sales of property or assets (including Capital Stock) by the Borrower or any of its Restricted Subsidiaries, other than restrictions on the granting of Liens on, or the transfer of, assets that are encumbered by Liens permitted under clauses (b) and (h) of Section 6.02 hereof with respect to the property or assets covered by such Lien only.
Limitation on Restrictive Agreements. Except as otherwise required pursuant to any order or direction of a Governmental Authority having regulatory oversight of the Borrower or any of its Subsidiaries, enter into or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to:
(a) Make Restricted Payments in respect of any Equity Interests of such Subsidiary held by, or pay any Debt owed to, the Borrower or any other Subsidiary of the Borrower;
(b) Make loans or advances to, or Investments in, the Borrower or any other Subsidiary of the Borrower; and
(c) Transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions (i) existing under the Loan Documents, and (ii) with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests or assets of such Subsidiary.
Limitation on Restrictive Agreements. The Borrower will not, and will not cause or permit any of its Subsidiaries to, enter into any indenture, agreement, instrument, financing document or other arrangement which, directly or indirectly, contains any financial covenants or prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon: (a) the incurrence of Indebtedness, (b) the granting of Liens, (c) the making or granting of Guarantees, (d) the payment of dividends or distributions, (e) the purchase, redemption or retirement of any Capital Stock, (f) the making of loans or advances, (g) transfers or sales of property or assets (including Capital Stock) by the Borrower or any of its Subsidiaries, other than restrictions on the granting of Liens on, or the transfer of, assets that are encumbered by Liens permitted under clauses (b), (h) and (i) of Section 6.02 hereof with respect to the property or assets covered by such Lien only, or (h) the making of amendments, changes, waivers or consents with respect to this Agreement and the Loan Papers, provided that, notwithstanding the foregoing, (i) Nuggets Sub, Avalanche Sub and Ascent Arena Company, LLC may enter into restrictive agreements relating solely to the Ascent Arena Company, LLC and the Arena/Complex, each exclusively in connection with the Non-Recourse Arena Financing, the Arena/Complex or the interest of the City and County of Denver in the Arena/Complex acceptable to the Administrative Agent, (ii) Ascent Arena Company, LLC may enter into the Arena Operating Agreement, (iii) Beacon may enter into restrictive agreements relating solely to Beacon, its Subsidiaries and the related Motion Pictures invested in by Beacon and its Subsidiaries, each exclusively in connection with Non-Recourse Film Indebtedness, (iv) the Borrower may enter into any such restrictive agreements relating to any Preferred Stock permitted under Section 6.01(g) hereof so long as no such restrictive agreement shall be effective or binding on the Borrower or any of its Subsidiaries until the earlier of (A) the Maturity Date and (B) the payment in full of the Obligations and the termination of the Commitments, and (v) the Borrower may issue the Senior Notes and enter into the Senior Notes Documentation.
Limitation on Restrictive Agreements. Create, incur, assume, permit to exist any consensual limitation or restriction on the ability of the Borrower or any Subsidiary of the Borrower to:
(a) make any payment to the Agent or the Lenders, provide the Security Documents to the Agent, or perform or observe any of its other covenants or agreements under any of the Loan Documents; or
(b) in the case of Subsidiaries, to make any Distributions to the Borrower or any of its Subsidiaries.
Limitation on Restrictive Agreements. The Borrower shall not, and shall not permit the Parent or any Subsidiary of the Borrower to, enter into any indenture, agreement, instrument, financing document or other arrangement which, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon (a) any amendment of, or waiver or consent to, any provision of this Agreement or any other Loan Paper and (b) the granting of any Liens to secure the Obligations, and, except with respect to the Parent Senior Notes, the Second Parent Issuance and the Bridge Debt: (i) the incurrence of indebtedness, (ii) the granting of Liens, (iii) the making or granting of Guarantees, (iv) the payment of dividends or Distributions, (v) the purchase, redemption or retirement of any Capital Stock, (vi) the making of loans or advances, (vii) transfers or sales of property or assets (including Capital Stock) by the Parent, the Borrower or any of its Subsidiaries, (viii) the making of Investments and (ix) any change of control or management.
