Common use of Limitations on Restrictions on Distributions from Subsidiaries Clause in Contracts

Limitations on Restrictions on Distributions from Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability of any Subsidiary of the Company to (i) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by the Company or any of its other Subsidiaries, or pay interest on or principal of any Indebtedness owed to the Company or any of its other Subsidiaries, (ii) make loans or advances to the Company or any of its other Subsidiaries or (iii) transfer any of its properties or assets to the Company or any of its other Subsidiaries, except for encumbrances or restrictions existing under or by reason of (a) applicable law, (b) Existing Indebtedness, (c) any restrictions under any agreement evidencing any Acquired Indebtedness that was permitted to be incurred pursuant to Section 4.9, provided that such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances prior to the acquisition of such assets by the Company or its Subsidiaries, (d) restrictions or encumbrances replacing those permitted by clause (b) or (c) which, taken as a whole, are not more restrictive, (e) this Indenture, (f) any restrictions or encumbrances arising in connection with Refinancing Indebtedness, provided that any restrictions and encumbrances of the type described in this Section 4.8 that arise under such Refinancing Indebtedness are not, taken as a whole, more restrictive than those under the agreement creating or evidencing the Indebtedness being refunded or refinanced, (g) any restrictions with respect to a Subsidiary of the Company imposed pursuant to an agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (h) any agreement restricting the sale or other disposition of property securing Indebtedness if such agreement does not expressly restrict the ability of a Subsidiary of the Company to pay dividends or make loans or advances and (i) customary restrictions in purchase money debt or leases relating to the property covered thereby.

Limitations on Restrictions on Distributions from Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries Subsidiary to, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability of any Subsidiary of the Company to to: (i) pay dividends or make any other distributions distribution on its the Capital Stock or any other interest or participation in, or measured by, its profits, owned by the Company or any of its other Subsidiaries, or pay interest on or principal of any Indebtedness owed to the Company or any of its other SubsidiariesCompany, (ii) make any loans or advances to the Company or any of its other Subsidiaries or (iii) transfer any of its properties property or assets to the Company or any of its other SubsidiariesCompany, except for encumbrances or restrictions existing under or by reason of except: (a) applicable law, (b) Existing Indebtedness, (c1) any restrictions under any agreement evidencing any Acquired Indebtedness that was permitted to be incurred encumbrance or restriction pursuant to Section 4.9an agreement in effect on February 3, provided that such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances prior to the acquisition of such assets by the Company or its Subsidiaries, 1994; (d) restrictions or encumbrances replacing those permitted by clause (b) or (c) which, taken as a whole, are not more restrictive, (e) this Indenture, (f2) any restrictions encumbrance or encumbrances arising in connection with Refinancing Indebtedness, provided that any restrictions and encumbrances of the type described in this Section 4.8 that arise under such Refinancing Indebtedness are not, taken as a whole, more restrictive than those under the agreement creating or evidencing the Indebtedness being refunded or refinanced, (g) any restrictions restriction with respect to a Subsidiary pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the date on which such Subsidiary was acquired by the Company (other than Indebtedness issued in contemplation of, as consideration in, or to provide all or any portion of the Company funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (3) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness issued pursuant to an agreement referred to in the foregoing clause (1) or (2) or contained in any amendment to an agreement referred to in the foregoing clause (1) or (2); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are no less favorable to Holders of the Debentures than the encumbrances and restrictions contained in such agreements; (4) any such encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease; (5) in the case of clause (iii) above, restrictions contained in security agreements securing Indebtedness of a Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements; and (6) any restriction with respect to a Subsidiary imposed pursuant to an agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (h) any agreement restricting Subsidiary pending the closing of such sale or other disposition of property securing Indebtedness if such agreement does not expressly restrict the ability of a Subsidiary of the Company to pay dividends or make loans or advances and (i) customary restrictions in purchase money debt or leases relating to the property covered therebydisposition.

Limitations on Restrictions on Distributions from Subsidiaries. The Prior to the occurrence of the Fall-Away Event, the Company shall not, and shall not permit any of its Subsidiaries to, to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereofof the lease or assignment) on the ability of any Subsidiary of the Company to Company's Subsidiaries to: (ia) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by the Company or any of its other Subsidiaries, or pay interest on or principal of any Indebtedness owed to the Company or any of its other Subsidiaries, ; (iib) make loans or advances to the Company or any of its other Subsidiaries or Subsidiaries; or (iiic) transfer any of its properties or assets to the Company or any of its other Subsidiaries, in each case except for encumbrances or restrictions existing under or by reason of of: (ai) applicable law, ; (bii) any of the Credit Facilities; (iii) Existing Indebtedness, Indebtedness and agreements evidencing such Existing Indebtedness as in effect on the Original Issue Date of the Notes; (civ) any restrictions under any agreement evidencing any Acquired Indebtedness that was permitted to be incurred pursuant to Section 4.9the Indenture and that was not incurred in anticipation or contemplation of the related acquisition, provided that such the restrictions and encumbrances only apply to assets that were subject to such those restrictions and encumbrances prior to the acquisition of such those assets by the Company or any of its Subsidiaries, ; (dv) restrictions or encumbrances replacing those permitted by clause clauses (bii), (iii) or and (civ) whichof this Section 5.05(c) that, taken as a whole, are not materially more restrictive, as determined in good faith by the Company's board of directors; (evi) this the Indenture, ; (fvii) any restrictions or and encumbrances arising in connection with Permitted Refinancing Indebtedness; provided, provided that however, any restrictions and or encumbrances of the type described in this Section 4.8 clause that arise under such Permitted Refinancing Indebtedness are must not, taken as a whole, be materially more restrictive restrictive, as determined in good faith by the Company's board of directors, than those under the agreement creating or evidencing the Indebtedness being refunded or refinanced, ; (gviii) any restrictions with respect to a Subsidiary of the Company imposed pursuant to an agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, ; (hix) any agreement restricting the sale or other disposition of property securing Indebtedness if such agreement does not expressly restrict the ability of a Subsidiary of the Company to pay dividends or make loans or advances and advances; and (ix) customary restrictions in purchase money debt or leases relating to the property covered therebyby such debt or lease.