Common use of Limitations on Negative Pledges; Limitations on Clauses Restricting Subsidiary Distributions Clause in Contracts

Limitations on Negative Pledges; Limitations on Clauses Restricting Subsidiary Distributions. The Borrower and the Parent Guarantors will not, and will not permit any of the Restricted Subsidiaries to, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (I) the ability of the Borrower, any Parent Guarantor or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets for the benefit of the Secured Parties with respect to the Obligations or under the Credit Documents, or (II) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Capital Stock or to make or repay loans or advances to the Borrower, any Guarantor or any other Restricted Subsidiary or to guarantee Indebtedness of the Borrower, any Guarantor or any other Restricted Subsidiary; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law, (b) restrictions contained in any Credit Document, (c) restrictions contained in the Senior Unsecured Notes Indenture and any Permitted Refinancing thereof, restrictions contained in the Senior Subordinated Notes Indenture and any Permitted Refinancing thereof and Indebtedness incurred under Section 10.1(xi), (xiii) and (xxii) (so long as any such restrictions or conditions do not restrict Liens securing the Obligations and are otherwise no more restrictive than the Credit Documents), (d) customary restrictions and conditions contained in agreements relating to the sale, transfer, lease or other disposition of assets permitted by Section 10.4; provided that such restrictions and conditions apply only to the assets that are to be sold, transferred or disposed of, (e) with respect to clause (I) above, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 10.1 to the extent such restrictions or conditions apply only to the property or assets securing such Indebtedness, (f) restrictions and conditions contained in agreements that represent Indebtedness of a Restricted Subsidiary that is not a Guarantor to the extent such Indebtedness is permitted by Section 10.1, (g) with respect to clause (I) above, customary restrictions in leases and other contracts entered into in the ordinary course of business restricting the assignment thereof, (h) any agreement in effect at the time a Person becomes a Restricted Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Restricted Subsidiary, and is not binding on other Credit Parties, (i) restrictions and conditions that are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 10.5 and applicable solely to such joint venture or Capital Stock of such joint venture entered into in the ordinary course of business, (j) with respect to clause (I) above, restrictions and conditions that are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, any Parent Guarantor or any Restricted Subsidiary, (k) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business and (l) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 10.1 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement and do not restrict Liens securing the Obligations), so long as the Borrower shall have reasonably determined that such restrictions will not affect (a) its obligation or ability to make any payments required hereunder, (b) the obligation of any Restricted Subsidiary to provide a guaranty under any Credit Documents or (c) its obligation or the obligations of any Credit Party to grant Liens on the Collateral to secure the Obligations.

Limitations on Negative Pledges; Limitations on Clauses Restricting Subsidiary Distributions. The Borrower and the Parent Guarantors GuarantorsGuarantor will not, and will not permit any of the Restricted Subsidiaries to, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (I) the ability of the Borrower, any anythe Parent Guarantor or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets for the benefit of the Secured Parties with respect to the Obligations or under the Credit Documents, or (II) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Capital Stock or to make or repay loans or advances to the Borrower, any Guarantor or any other Restricted Subsidiary or to guarantee Indebtedness of the Borrower, any Guarantor or any other Restricted Subsidiary; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law, (b) restrictions contained in any Credit Document, (c) restrictions contained in the Senior Unsecured Notes Indenture and any Permitted Refinancing Indebtedness in respect thereof, restrictions contained in the Senior Subordinated Notes Indenture and any Permitted Refinancing Indebtedness in respect thereof and andany Indebtedness incurred under Section 10.1(xi), (xiii) and, (xxii) and (xxiixxiii) (so long as any such restrictions or conditions do not restrict Liens securing the Obligations (provided that such restrictions or conditions under Incremental Equivalent Debt which is secured on a pari passu basis with the Obligations, may require Liens on assets of the Obligors that secure the Obligations to secure such Incremental Equivalent Debt) and are otherwise no more restrictive than the Credit Documents), (d) customary restrictions and conditions contained in agreements relating to the sale, transfer, lease or other disposition of assets permitted by Section 10.4; provided that such restrictions and conditions apply only to the assets that are to be sold, transferred or disposed of, (e) with respect to clause (I) above, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 10.1 to the extent such restrictions or conditions apply only to the property or assets securing such Indebtedness, (f) restrictions and conditions contained in agreements that represent Indebtedness of a Restricted Subsidiary that is not a Guarantor to the extent such Indebtedness is permitted by Section 10.1, (g) with respect to clause (I) above, customary restrictions in leases and other contracts entered into in the ordinary course of business restricting the assignment thereof, (h) any agreement in effect at the time a Person becomes a Restricted Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Restricted Subsidiary, and is not binding on other Credit Parties, (i) restrictions and conditions that are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 10.5 and applicable solely to such joint venture or Capital Stock of such joint venture entered into in the ordinary course of business, (j) with respect to clause (I) above, restrictions and conditions that are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, any anythe Parent Guarantor or any Restricted Subsidiary, (k) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business and (l) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 10.1 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement and do not restrict Liens securing the Obligations), so long as the Borrower shall have reasonably determined that such restrictions will not affect (a) its obligation or ability to make any payments required hereunder, (b) the obligation of any Restricted Subsidiary to provide a guaranty under any Credit Documents or (c) its obligation or the obligations of any Credit Party to grant Liens on the Collateral to secure the Obligations.

Limitations on Negative Pledges; Limitations on Clauses Restricting Subsidiary Distributions. The Borrower and the Parent Guarantors will not, and will not permit any of the Restricted Subsidiaries to, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (I) the ability of the Borrower, any Parent Guarantor or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets for the benefit of the Secured Parties with respect to the Obligations or under the Credit Documents, or (II) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Capital Stock or to make or repay loans or advances to the Borrower, any Guarantor or any other Restricted Subsidiary or to guarantee Indebtedness of the Borrower, any Guarantor or any other Restricted Subsidiary; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law, (b) restrictions contained in any Credit Document, (c) restrictions contained in the Senior Unsecured Notes Indenture and any Permitted Refinancing Indebtedness in respect thereof, restrictions contained in the Senior Subordinated Notes Indenture and any Permitted Refinancing Indebtedness in respect thereof and Indebtedness incurred under Section 10.1(xi), (xiii) and (xxii) (so long as any such 121 restrictions or conditions do not restrict Liens securing the Obligations and are otherwise no more restrictive than the Credit Documents), (d) customary restrictions and conditions contained in agreements relating to the sale, transfer, lease or other disposition of assets permitted by Section 10.4; provided that such restrictions and conditions apply only to the assets that are to be sold, transferred or disposed of, (e) with respect to clause (I) above, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 10.1 to the extent such restrictions or conditions apply only to the property or assets securing such Indebtedness, (f) restrictions and conditions contained in agreements that represent Indebtedness of a Restricted Subsidiary that is not a Guarantor to the extent such Indebtedness is permitted by Section 10.1, (g) with respect to clause (I) above, customary restrictions in leases and other contracts entered into in the ordinary course of business restricting the assignment thereof, (h) any agreement in effect at the time a Person becomes a Restricted Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Restricted Subsidiary, and is not binding on other Credit Parties, (i) restrictions and conditions that are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 10.5 and applicable solely to such joint venture or Capital Stock of such joint venture entered into in the ordinary course of business, (j) with respect to clause (I) above, restrictions and conditions that are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, any Parent Guarantor or any Restricted Subsidiary, (k) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business and (l) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 10.1 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement and do not restrict Liens securing the Obligations), so long as the Borrower shall have reasonably determined that such restrictions will not affect (a) its obligation or ability to make any payments required hereunder, (b) the obligation of any Restricted Subsidiary to provide a guaranty under any Credit Documents or (c) its obligation or the obligations of any Credit Party to grant Liens on the Collateral to secure the Obligations.

Limitations on Negative Pledges; Limitations on Clauses Restricting Subsidiary Distributions. The Borrower and the Parent Guarantors will not, and will not permit any of the Restricted Subsidiaries to, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (I) the ability of the Borrower, any Parent Guarantor or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets for the benefit of the Secured Parties with respect to the Obligations or under the Credit Documents, or (II) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Capital Stock or to make or repay loans or advances to the Borrower, any Guarantor or any other Restricted Subsidiary or to guarantee Indebtedness of the Borrower, any Guarantor or any other Restricted Subsidiary; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law, (b) restrictions contained in any Credit Document, (c) restrictions contained in the Senior Unsecured Notes Indenture and any Permitted Refinancing Indebtedness in respect thereof, restrictions contained in the Senior Subordinated Notes Indenture and any Permitted Refinancing Indebtedness in respect thereof and Indebtedness incurred under Section 10.1(xi), (xiii) and (xxii) (so long as any such restrictions or conditions do not restrict Liens securing the Obligations and are otherwise no more restrictive than the Credit Documents), (d) customary restrictions and conditions contained in agreements relating to the sale, transfer, lease or other disposition of assets permitted by Section 10.4; provided that such restrictions and conditions apply only to the assets that are to be sold, transferred or disposed of, (e) with respect to clause (I) above, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 10.1 to the extent such restrictions or conditions apply only to the property or assets securing such Indebtedness, (f) restrictions and conditions contained in agreements that represent Indebtedness of a Restricted Subsidiary that is not a Guarantor to the extent such Indebtedness is permitted by Section 10.1, (g) with respect to clause (I) above, customary restrictions in leases and other contracts entered into in the ordinary course of business restricting the assignment thereof, (h) any agreement in effect at the time a Person becomes a Restricted Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Restricted Subsidiary, and is not binding on other Credit Parties, (i) restrictions and conditions that are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 10.5 and applicable solely to such joint venture or Capital Stock of such joint venture entered into in the ordinary course of business, (j) with respect to clause (I) above, restrictions and conditions that are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, any Parent Guarantor or any Restricted Subsidiary, (k) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business and (l) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 10.1 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement and do not restrict Liens securing the Obligations), so long as the Borrower shall have reasonably determined that such restrictions will not affect (a) its obligation or ability to make any payments required hereunder, (b) the obligation of any Restricted Subsidiary to provide a guaranty under any Credit Documents or (c) its obligation or the obligations of any Credit Party to grant Liens on the Collateral to secure the Obligations.

Limitations on Negative Pledges; Limitations on Clauses Restricting Subsidiary Distributions. The Borrower and the Parent Guarantors will not, and will not permit any of the Restricted Subsidiaries to, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (I) the ability of the Borrower, any Parent Guarantor or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets for the benefit of the Secured Parties with respect to the Obligations or under the Credit Documents, or (II) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Capital Stock or to make or repay loans or advances to the Borrower, any Guarantor or any other Restricted Subsidiary or to guarantee Indebtedness of the Borrower, any 128 Guarantor or any other Restricted Subsidiary; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law, (b) restrictions contained in any Credit Document, (c) restrictions contained in the Senior Unsecured Notes Indenture and any Permitted Refinancing Indebtedness in respect thereof, restrictions contained in the Senior Subordinated Notes Indenture and any Permitted Refinancing Indebtedness in respect thereof and Indebtedness incurred under Section 10.1(xi), (xiii) and (xxii) (so long as any such restrictions or conditions do not restrict Liens securing the Obligations and are otherwise no more restrictive than the Credit Documents), (d) customary restrictions and conditions contained in agreements relating to the sale, transfer, lease or other disposition of assets permitted by Section 10.4; provided that such restrictions and conditions apply only to the assets that are to be sold, transferred or disposed of, (e) with respect to clause (I) above, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 10.1 to the extent such restrictions or conditions apply only to the property or assets securing such Indebtedness, (f) restrictions and conditions contained in agreements that represent Indebtedness of a Restricted Subsidiary that is not a Guarantor to the extent such Indebtedness is permitted by Section 10.1, (g) with respect to clause (I) above, customary restrictions in leases and other contracts entered into in the ordinary course of business restricting the assignment thereof, (h) any agreement in effect at the time a Person becomes a Restricted Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Restricted Subsidiary, and is not binding on other Credit Parties, (i) restrictions and conditions that are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 10.5 and applicable solely to such joint venture or Capital Stock of such joint venture entered into in the ordinary course of business, (j) with respect to clause (I) above, restrictions and conditions that are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, any Parent Guarantor or any Restricted Subsidiary, (k) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business and (l) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 10.1 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement and do not restrict Liens securing the Obligations), so long as the Borrower shall have reasonably determined that such restrictions will not affect (a) its obligation or ability to make any payments required hereunder, (b) the obligation of any Restricted Subsidiary to provide a guaranty under any Credit Documents or (c) its obligation or the obligations of any Credit Party to grant Liens on the Collateral to secure the Obligations.

Limitations on Negative Pledges; Limitations on Clauses Restricting Subsidiary Distributions. The Borrower and the Parent Guarantors will not, and will not permit any of the Restricted Subsidiaries to, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (I) the ability of the Borrower, any Parent Guarantor or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets for the benefit of the Secured Parties with respect to the Obligations or under the Credit Documents, or (II) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Capital Stock or to make or repay loans or advances to the Borrower, any Guarantor or any other Restricted Subsidiary or to guarantee Indebtedness of the Borrower, any Guarantor or any other Restricted Subsidiary; provided that the foregoing shall not apply to (a) restrictions and conditions imposed by law, (b) restrictions contained in any Credit Document, (c) restrictions contained in the Senior Unsecured Notes Indenture and any Permitted Refinancing Indebtedness in respect thereof, restrictions contained in the Senior Subordinated Notes Indenture and any Permitted Refinancing Indebtedness in respect thereof and Indebtedness incurred under Section 10.1(xi), (xiii) and (xxii) (so long as any such restrictions or conditions do not restrict Liens securing the Obligations and are otherwise no more restrictive than the Credit Documents), (d) customary restrictions and conditions contained in agreements 121 relating to the sale, transfer, lease or other disposition of assets permitted by Section 10.4; provided that such restrictions and conditions apply only to the assets that are to be sold, transferred or disposed of, (e) with respect to clause (I) above, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 10.1 to the extent such restrictions or conditions apply only to the property or assets securing such Indebtedness, (f) restrictions and conditions contained in agreements that represent Indebtedness of a Restricted Subsidiary that is not a Guarantor to the extent such Indebtedness is permitted by Section 10.1, (g) with respect to clause (I) above, customary restrictions in leases and other contracts entered into in the ordinary course of business restricting the assignment thereof, (h) any agreement in effect at the time a Person becomes a Restricted Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Restricted Subsidiary, and is not binding on other Credit Parties, (i) restrictions and conditions that are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 10.5 and applicable solely to such joint venture or Capital Stock of such joint venture entered into in the ordinary course of business, (j) with respect to clause (I) above, restrictions and conditions that are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, any Parent Guarantor or any Restricted Subsidiary, (k) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business and (l) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 10.1 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement and do not restrict Liens securing the Obligations), so long as the Borrower shall have reasonably determined that such restrictions will not affect (a) its obligation or ability to make any payments required hereunder, (b) the obligation of any Restricted Subsidiary to provide a guaranty under any Credit Documents or (c) its obligation or the obligations of any Credit Party to grant Liens on the Collateral to secure the Obligations.