Common use of Limitation on Restrictive Agreements Clause in Contracts

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 shall will not, nor shall it and will not cause or permit any of its the Restricted Subsidiaries to, enter intointo any indenture, agreement, instrument, financing document or suffer to exist, any agreement with any Person other arrangement which, directly or indirectly, prohibits or limits restrains, or has the ability effect of prohibiting or restraining, or imposes materially adverse conditions upon: (a) the Borrower to creategranting of Liens, 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) the making or granting of Guarantees, (c) the payment of dividends and distributions by any Subsidiary to (i) make any Distribution to the Borrower or prepay any Debt owed to of the Borrower, (iid) make the purchase, redemption or retirement of any Capital Stock, (e) the making of any other Restricted Payments, (f) the making of loans or advances advances, (g) transfers or sales of property or assets (including Capital Stock) by the Borrower or any of the 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 6.2 with respect to the Borrowerproperty or assets covered by such Lien only, (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 (i) the foregoing shall not apply to restrictions and conditions existing on the Restatement Effective Date and set forth in Schedule 6.8 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (ii) the foregoing shall not apply to restrictions existing under or conditions imposed on the Borrower by reason of (A) applicable Legal Requirement; (B) any agreement relating to any Debt Indebtedness permitted under by this Agreement; , (Ciii) customary non-assignment provisions clause (a) of this Section shall not apply to restrictions or conditions imposed on any contract; (D) customary Restricted Subsidiary by any agreement relating to secured Indebtedness permitted by this Agreement if such 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 conditions apply only to 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 securing such Indebtedness, and (iv) clause (a) 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) this Section shall not apply to customary provisions 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 instrumentleases.

Limitation on Restrictive Agreements. The Borrower shall will not, nor shall it and will not cause or permit any of its the Restricted Subsidiaries to, enter intointo any indenture, agreement, instrument, financing document or suffer to exist, any agreement with any Person other arrangement which, directly or indirectly, prohibits or limits restrains, or has the ability effect of prohibiting or restraining, or imposes materially adverse conditions upon: (a) the Borrower to creategranting of Liens, 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) the making or granting of Guarantees, (c) the payment of dividends or distributions, (d) the purchase, redemption or retirement of any Subsidiary Capital Stock, (e) the making of any other Restricted Payments, (f) the making of loans or advances, (g) transfers or sales of property or assets (including Capital Stock) by the Borrower or any of the 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 6.2 with respect to the property or assets covered by such Lien only, provided that (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 restrictions and conditions existing on the date hereof and set forth in Schedule 6.8 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (ii) the foregoing shall not apply to restrictions existing under or conditions imposed on the Borrower by reason of (A) applicable Legal Requirement; (B) any agreement relating to any Debt Indebtedness permitted under by this Agreement; , (Ciii) customary non-assignment provisions clause (a) of this Section shall not apply to restrictions or conditions imposed on any contract; (D) customary Restricted Subsidiary by any agreement relating to secured Indebtedness permitted by this Agreement if such 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 conditions apply only to 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 securing such Indebtedness, and (iv) clause (a) 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) this Section shall not apply to customary provisions 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 instrumentleases.

Limitation on Restrictive Agreements. The Borrower shall will not, nor shall will it permit any of its Subsidiaries Subsidiary to, enter into, or suffer to exist, any agreement with any Person which, directly or indirectly, prohibits enter into, incur or limits the ability of permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur, incur or suffer permit to exist Liens on any Lien upon any of its property to secure the Obligationsor assets, 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) the ability of any Subsidiary to (i) pay dividends or other Distributions with respect to any Equity Interests issued by it or to make any Distribution to the Borrower or prepay any Debt owed to the Borrower, (ii) make repay loans or advances to the Borrower, (iii) create, incur, Borrower or suffer any other Subsidiary or to exist Liens on Guarantee Indebtedness of the property of such Subsidiary to secure the Obligations, provided, however, that this clause (iii) shall not prohibit Borrower or 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 Borrowerother Subsidiary; provided that that: (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, the Senior Note Purchase Agreements or Subordinated Notes; (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 5.16 (but shall apply to any modification of any such restriction or condition expanding the scope thereof); (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 existing under or by reason of (A) applicable Legal Requirementand conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder; (Biv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to any Debt secured Indebtedness permitted under by this Agreement, including any Indebtedness under a Receivable Securitization, if such restrictions or conditions apply only to the property or assets securing such Indebtedness; (Cv) clause (a) of the foregoing shall not apply to customary non-provisions in leases and other contracts restricting the assignment provisions of any contractthereof; (Dvi) clause (b) of the foregoing shall not apply to customary restrictions on cash or other deposits imposed by customers under contracts provisions contained in agreements entered into in the ordinary course of business; (Econnection with Indebtedness owed by any Foreign Subsidiary and permitted under Section 5.12(e) purchase money obligations for Property acquired in the ordinary course of business hereof that impose restrictions on the property so acquired; (F) contracts ability of the borrower thereunder to declare, pay or set aside funds for the sale making of Properties, including customary restrictions with any Distribution in 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 issued by such Subsidiaryborrower; and (Gvii) any agreement or other instrument governing Debt of a Person acquired by the Borrower or any of its Subsidiaries clause (or of a Subsidiary of such Person which becomes a Subsidiaryb) 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) foregoing shall not apply to customary provisions contained in agreements relating to Debt which prohibit entered into in connection with Receivable Securitizations permitted hereby that impose restrictions on the transfer of all or substantially all ability of the assets special purpose entity party thereto to declare, pay or set aside funds for the making of any Distribution in respect of the obligor thereunder unless the transferee shall assume the obligations of the obligor under Equity Interests issued by such agreement or instrumententity.

Limitation on Restrictive Agreements. The Borrower shall will not, nor shall will it permit any of its Subsidiaries Subsidiary to, enter into, or suffer to exist, any agreement with any Person which, directly or indirectly, prohibits enter into, incur or limits the ability of permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur, incur or suffer permit to exist Liens on any Lien upon any of its property to secure the Obligationsor assets, 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) the ability of any Subsidiary to (i) pay dividends or other Distributions with respect to any Equity Interests issued by it or to make any Distribution to the Borrower or prepay any Debt owed to the Borrower, (ii) make repay loans or advances to the Borrower, (iii) create, incur, Borrower or suffer any other Subsidiary or to exist Liens on be obligated under a Guaranty with respect to Indebtedness of the property of such Subsidiary to secure the Obligations, provided, however, that this clause (iii) shall not prohibit Borrower or 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 Borrowerother Subsidiary; provided that that: (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, the Senior Note Purchase Agreements or Subordinated Notes; (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 5.16 (but shall apply to any modification of any such restriction or condition expanding the scope thereof); (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 existing under or by reason of (A) applicable Legal Requirementand conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder; (Biv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to any Debt secured Indebtedness permitted under by this Agreement, including any Indebtedness under a Receivable Securitization, if such restrictions or conditions apply only to the property or assets securing such Indebtedness; (Cv) clause (a) of the foregoing shall not apply to customary non-provisions in leases and other contracts restricting the assignment provisions of any contractthereof; (Dvi) clause (b) of the foregoing shall not apply to customary restrictions on cash or other deposits imposed by customers under contracts provisions contained in agreements entered into in the ordinary course of business; (E) purchase money obligations for Property acquired in the ordinary course of business connection with Indebtedness owed by any Foreign Subsidiary that impose restrictions on the property so acquired; (F) contracts ability of the Foreign Subsidiary thereunder to declare, pay or set aside funds for the sale making of Properties, including customary restrictions with any Distribution in 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 issued by such Foreign Subsidiary; and (Gvii) any agreement or other instrument governing Debt of a Person acquired by the Borrower or any of its Subsidiaries clause (or of a Subsidiary of such Person which becomes a Subsidiaryb) 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) foregoing shall not apply to customary provisions contained in agreements relating to Debt which prohibit entered into in connection with Receivable Securitizations permitted hereby that impose restrictions on the transfer of all or substantially all ability of the assets special purpose entity party thereto to declare, pay or set aside funds for the making of any Distribution in respect of the obligor thereunder unless the transferee shall assume the obligations of the obligor under Equity Interests issued by such agreement or instrumententity.

Limitation on Restrictive Agreements. The Borrower shall not, nor shall it permit any of its Restricted 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 Obligationsproperty, 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 Restricted Subsidiary to (i) make any Distribution Restricted Payment 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 ObligationsRestricted Subsidiary, 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 Restricted 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 Restricted Subsidiary; (G) any agreement or other instrument governing Debt of a Person acquired by the Borrower or any of its Restricted Subsidiaries (or of a Subsidiary of such Person which becomes a Restricted 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 Restricted 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.