Common use of Limitations on Restrictive Agreements Clause in Contracts

Limitations on Restrictive Agreements. Borrower will not, and it will not cause or permit any of its Subsidiaries to, enter into, or suffer to exist, any agreement with any Person which prohibits or limits the ability of any Subsidiary to (a) pay dividends or make other distributions or prepay any Indebtedness owed to Borrower or any other Subsidiary, (b) make loans or advances to Borrower or any other Subsidiary, (c) transfer any of its properties or assets to Borrower or any other Subsidiary (other than with respect to assets subject to Liens permitted by clause (f) of the definition of Permitted Liens) or (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired (other than with respect to assets subject to Liens permitted by clause (f) of the definition of Permitted Liens); provided that the foregoing shall not apply to (i) restrictions in effect on the date of this Agreement contained in agreements governing Debt outstanding on the date of this Agreement and listed on Schedule 6.02(n) attached hereto and, if such Debt is renewed, extended or refinanced, restrictions in the agreements governing the renewed, extended or refinanced Debt (and successive renewals, extensions and refinancings thereof) if such restrictions are no more restrictive than those contained in the agreements governing the Debt being renewed, extended or refinanced or (ii) restrictions contained in agreements governing Debt incurred after the date of this Agreement by Borrower or any Subsidiary in compliance with this Agreement provided that such restrictions are no more restrictive than those contained in this Agreement (without giving effect to any amendment or modification thereof in violation of Section 6.02(o) hereof).

Limitations on Restrictive Agreements. Borrower The Company will not, and it will not cause or permit any of its Subsidiaries Subsidiary to, enter into, or suffer permit to exist, any agreement with any Person which prohibits or limits the ability of any Subsidiary the Company or such Subsidiary, as the case may be, to (a) pay dividends or make other distributions or prepay any Indebtedness owed to Borrower or the Company and/or any other Subsidiary, (b) make loans or advances to Borrower or the Company and/or any other Subsidiary, (c) transfer any of its properties or assets Properties to Borrower or the Company and/or any other Subsidiary (other than with respect to assets Property subject to Liens permitted by clause clauses (fh) or (i) of the definition of Permitted Liens) or (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets Property or revenues, whether now owned or hereafter acquired (other than with respect to assets Property subject to Liens permitted by clause clauses (fh) or (i) of the definition of Permitted Liens); provided that the foregoing shall not apply to (i) restrictions in effect on the date of this Agreement contained in agreements governing Debt outstanding on the date of this Agreement and listed on Schedule 6.02(n5.02(o) attached hereto and, if such Debt is renewed, extended or refinanced, restrictions in the agreements governing the renewed, extended or refinanced Debt (and successive renewals, extensions and refinancings thereof) if such restrictions are no more restrictive in any material respect than those contained in the agreements governing the Debt being renewed, extended or refinanced or (ii) restrictions contained in agreements governing Debt incurred after the date of this Agreement by Borrower or any Subsidiary in compliance with this Agreement provided that such restrictions are no more restrictive than those contained in this Agreement (without giving effect to any amendment or modification thereof in violation of Section 6.02(o) hereof)refinanced.

Limitations on Restrictive Agreements. Other than this Agreement and any other Transaction Document and any financial covenant in any other agreement evidencing Indebtedness permitted hereunder, Borrower will not, and it will not cause or permit any of its Subsidiaries Subsidiary to, enter into, or suffer permit to exist, any agreement with any Person which prohibits or limits the ability of any Subsidiary Borrower or such Subsidiary, as the case may be, to (a) pay dividends or make other distributions Distributions or prepay any Indebtedness owed to Borrower or and/or any other Subsidiary, (b) make loans or advances to Borrower or and/or any other Subsidiary, (c) transfer any of its properties or assets Properties to Borrower or and/or any other Subsidiary (other than with respect to assets Property subject to Liens permitted by clause (f) of the definition of Permitted Liens) or (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets Property or revenues, whether now owned or hereafter acquired (other than with respect to assets Property subject to Liens permitted by clause (f) of the definition of Permitted Liens); provided that the foregoing shall not apply to (i) restrictions in effect on the date of this Agreement contained in agreements governing Debt Indebtedness outstanding on the date of this Agreement and listed on Schedule 6.02(n5.02(n) attached hereto and, if such Debt Indebtedness is renewed, extended or refinanced, restrictions in the agreements governing the renewed, extended or refinanced Debt Indebtedness (and successive renewals, extensions and refinancings thereof) if such restrictions are no more restrictive in any material respect than those contained in the agreements governing the Debt Indebtedness being renewed, extended or refinanced or refinanced; provided further that the foregoing shall not apply to agreements that (i) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures and applicable solely to such joint venture entered into in the ordinary course of business; (ii) are customary restrictions contained in leases, subleases, licenses or asset sale agreements otherwise permitted hereunder so long as such restrictions relate solely to the assets or entities subject thereto; (iii) are customary provisions restricting subletting or assignment of any lease governing Debt incurred after the date a leasehold interest of this Agreement by Borrower or any Subsidiary such Subsidiary; (iv) are restrictions on cash or other deposits imposed by customers under contracts entered into in compliance with this Agreement provided that such restrictions are no more restrictive than those contained in this Agreement the ordinary course of business and not otherwise prohibited hereunder; or (without giving effect to v) arise solely as a result of any amendment or modification thereof in violation of Section 6.02(o) hereof)Law.

Limitations on Restrictive Agreements. Borrower will not, and it will not cause or permit any of its Subsidiaries Subsidiary to, enter into, or suffer permit to exist, any agreement with any Person which prohibits or limits the ability of any Subsidiary Borrower or such Subsidiary, as the case may be, to (a) pay dividends or make other distributions or prepay any Indebtedness owed to Borrower or and/or any other Subsidiary, (b) make loans or advances to Borrower or and/or any other Subsidiary, (c) transfer any of its properties or assets to Borrower or and/or any other Subsidiary (other than with respect to assets subject to Liens permitted by clause (fg) of the definition of Permitted Liens) or (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired (other than with respect to assets subject to Liens permitted by clause (fg) of the definition of Permitted Liens); provided that the foregoing shall not apply to (i) restrictions in effect on the date of this Agreement contained in agreements governing Debt outstanding on the date of this Agreement and listed on Schedule 6.02(n5.02(p) attached hereto and, if such Debt is renewed, extended or refinanced, restrictions in the agreements governing the renewed, extended or refinanced Debt (and successive renewals, extensions and refinancings thereof) if such restrictions are no more restrictive in any material respect than those contained in the agreements governing the Debt being renewed, extended or refinanced or (ii) restrictions contained in agreements governing Debt incurred after the date of this Agreement by Borrower or any Subsidiary in compliance with this Agreement provided that such restrictions are no more restrictive than those contained in this Agreement (without giving effect to any amendment or modification thereof in violation of Section 6.02(o) hereof)refinanced.

Limitations on Restrictive Agreements. Borrower will not, and it will not cause or permit any of its Subsidiaries Subsidiary to, enter into, or suffer to exist, any agreement with any Person which prohibits or limits the ability of any Subsidiary to (a) pay dividends or make other distributions or prepay any Indebtedness owed to Borrower or any other Subsidiary, (b) make loans or advances to Borrower or any other Subsidiary, (c) transfer any of its properties or assets to Borrower or any other Subsidiary (other than with respect to assets subject to Liens permitted by clause (fb) of the definition of Permitted Liens) or (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired (other than with respect to assets subject to Liens permitted by clause (fb) of the definition of Permitted Liens); provided that the foregoing shall not apply to (i) restrictions in effect on the date of this Agreement contained in agreements governing Debt outstanding on the date of this Agreement and listed on Schedule 6.02(nSCHEDULE 6.02(l) attached hereto and, if such Debt is renewed, extended or refinanced, restrictions in the agreements governing the renewed, extended or refinanced Debt (and successive renewals, extensions and refinancings thereof) if such restrictions are no more restrictive than those contained in the agreements governing the Debt being renewed, extended or refinanced or (ii) restrictions contained in agreements governing Debt incurred after the date of this Agreement by Borrower or any Subsidiary in compliance with this Agreement provided PROVIDED that such restrictions are no more restrictive than those contained in this Agreement (without giving effect to any amendment or modification thereof in violation of Section 6.02(o) hereof)Agreement.

Limitations on Restrictive Agreements. Borrower will not, and it ---------------------------------------- will not cause or permit any of its Subsidiaries Subsidiary to, enter into, or suffer permit to exist, any agreement with any Person which prohibits or limits the ability of any Subsidiary Borrower or such Subsidiary, as the case may be, to (ai) pay dividends or make other distributions or prepay any Indebtedness owed to Borrower or and/or any other Subsidiary, (bii) make loans or advances to Borrower or and/or any other Subsidiary, (ciii) transfer any of its properties or assets Properties to Borrower or and/or any other Subsidiary (other than with respect to assets Property subject to Liens permitted by clause clauses (fg) or (h) of the definition of Permitted Liens) or (div) create, incur, assume or suffer to exist any Lien upon any of its property, assets Property or revenues, whether now owned or hereafter acquired (other than with respect to assets Property subject to Liens permitted by clause clauses (fg) or (h) of the definition of Permitted Liens); provided that the foregoing shall not apply to (i) restrictions in effect on the date of this Agreement contained in agreements governing Debt outstanding on the date of this Agreement and listed on Schedule 6.02(n5.02(q) attached hereto and, if such Debt is renewed, extended or ----------------- refinanced, restrictions in the agreements governing the renewed, extended or refinanced Debt (and successive renewals, extensions and refinancings thereof) if such restrictions are no more restrictive in any material respect than those contained in the agreements governing the Debt being renewed, extended or refinanced or (ii) restrictions contained in agreements governing Debt incurred after the date of this Agreement by Borrower or any Subsidiary in compliance with this Agreement provided that such restrictions are no more restrictive than those contained in this Agreement (without giving effect to any amendment or modification thereof in violation of Section 6.02(o) hereof)refinanced.

Limitations on Restrictive Agreements. Borrower The Company will not, and it will not cause or permit any of its Subsidiaries Subsidiary to, enter into, or suffer permit to exist, any agreement with any Person which prohibits or limits the ability of any Subsidiary the Company or such Subsidiary, as the case may be, to (a) pay dividends or make other distributions or prepay any Indebtedness owed to Borrower or the Company and/or any other Subsidiary, (b) make loans or advances to Borrower or the Company and/or any other Subsidiary, (c) transfer any of its properties or assets Properties to Borrower or the Company and/or any other Subsidiary (other than with respect to assets Property subject to Liens permitted by clause clauses (fg) or (h) of the definition of Permitted Liens) or (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets Property or revenues, whether now owned or hereafter acquired (other than with respect to assets Property subject to Liens permitted by clause clauses (fg) or (h) of the definition of Permitted Liens); provided that the foregoing shall not apply to (i) restrictions in effect on the date of this Agreement contained in agreements governing Debt outstanding on the date of this Agreement and listed on Schedule 6.02(n5.02(o) attached hereto and, if such Debt is renewed, extended or refinanced, restrictions in the agreements governing the renewed, extended or refinanced Debt (and successive renewals, extensions and refinancings thereof) if such restrictions are no more restrictive in any material respect than those contained in the agreements governing the Debt being renewed, extended or refinanced or (ii) restrictions contained in agreements governing Debt incurred after the date of this Agreement by Borrower or any Subsidiary in compliance with this Agreement provided that such restrictions are no more restrictive than those contained in this Agreement (without giving effect to any amendment or modification thereof in violation of Section 6.02(o) hereof)refinanced.

Limitations on Restrictive Agreements. Borrower will not, and it will ------------------------------------- not cause or permit any of its Subsidiaries Subsidiary to, enter into, or suffer permit to exist, any agreement with any Person which prohibits or limits the ability of any Subsidiary Borrower or such Subsidiary, as the case may be, to (a) pay dividends or make other distributions Distributions or prepay any Indebtedness owed to Borrower or and/or any other Subsidiary, (b) make loans or advances to Borrower or and/or any other Subsidiary, (c) transfer any of its properties or assets Properties to Borrower or and/or any other Subsidiary (other than with respect to assets Property subject to Liens permitted by clause (f) of the definition of Permitted Liens) or (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets Property or revenues, whether now owned or hereafter acquired (other than with respect to assets Property subject to Liens permitted by clause (f) of the definition of Permitted Liens); provided that the foregoing shall not apply to (i) restrictions in effect on the date of this Agreement contained in agreements governing Debt outstanding on the date of this Agreement and listed on Schedule 6.02(n5.02(n) attached hereto and, ---------------- if such Debt is renewed, extended or refinanced, restrictions in the agreements governing the renewed, extended or refinanced Debt (and successive renewals, extensions and refinancings thereof) if such restrictions are no more restrictive in any material respect than those contained in the agreements governing the Debt being renewed, extended or refinanced or (ii) restrictions contained in agreements governing Debt incurred after the date of this Agreement by Borrower or any Subsidiary in compliance with this Agreement provided that such restrictions are no more restrictive than those contained in this Agreement (without giving effect to any amendment or modification thereof in violation of Section 6.02(o) hereof)refinanced.

Limitations on Restrictive Agreements. Borrower will not, and it will not cause or permit any of its Subsidiaries Subsidiary to, enter into, or suffer permit to exist, any agreement with any Person which prohibits or limits the ability of any Subsidiary Borrower or such Subsidiary, as the case may be, to (a) pay dividends or make other distributions or prepay any Indebtedness owed to Borrower or and/or any other Subsidiary, (b) make loans or advances to Borrower or and/or any other Subsidiary, (c) transfer any of its properties or assets Properties to Borrower or and/or any other Subsidiary (other than with respect to assets Property subject to Liens permitted by clause clauses (fg) or (h) of the definition of Permitted Liens) or (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets Property or revenues, whether now owned or hereafter acquired (other than with respect to assets Property subject to Liens permitted by clause clauses (fg) or (h) of the definition of Permitted Liens); provided that the foregoing shall not apply to (i) restrictions in effect on the date of this Agreement contained in agreements governing Debt outstanding on the date of this Agreement and listed on Schedule 6.02(n5.02(n) attached hereto and, if such Debt is renewed, extended or refinanced, restrictions in the agreements governing the renewed, extended or refinanced Debt (and successive renewals, extensions and refinancings thereof) if such restrictions are no more restrictive in any material respect than those contained in the agreements governing the Debt being renewed, extended or refinanced or (ii) restrictions contained in agreements governing Debt incurred after the date of this Agreement by Borrower or any Subsidiary in compliance with this Agreement provided that such restrictions are no more restrictive than those contained in this Agreement (without giving effect to any amendment or modification thereof in violation of Section 6.02(o) hereof)refinanced.

Limitations on Restrictive Agreements. Borrower will notNone of the Borrowers ------------------------------------- will, and it they will not cause or permit any of its Subsidiaries Subsidiary to, enter into, or suffer permit to exist, any agreement with any Person which prohibits or limits the ability of any Subsidiary such Borrower or such Subsidiary, as the case may be, to (a) pay dividends or make other distributions or prepay any Indebtedness owed to any Borrower or and/or any other Subsidiary, (b) make loans or advances to any Borrower or and/or any other Subsidiary, (c) transfer any of its properties or assets Properties to any Borrower or and/or any other Subsidiary (other than with respect to assets Property subject to Liens permitted by clause clauses (fg) or (h) of the definition of Permitted Liens) or (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets Property or revenues, whether now owned or hereafter acquired (other than with respect to assets Property subject to Liens permitted by clause clauses (fg) or (h) of the definition of Permitted Liens); provided that the foregoing shall not apply to (i) restrictions in effect on the date of this Agreement contained in agreements governing Debt outstanding on the date of this Agreement and listed on Schedule 6.02(n5.02(n) attached hereto and, if such Debt is renewed, extended or refinanced, restrictions in the agreements governing the renewed, extended or refinanced Debt (and successive renewals, extensions and refinancings thereof) if such restrictions are no more restrictive in any material respect than those contained in the agreements governing the Debt being renewed, extended or refinanced or (ii) restrictions contained in agreements governing Debt incurred after the date of this Agreement by Borrower or any Subsidiary in compliance with this Agreement provided that such restrictions are no more restrictive than those contained in this Agreement (without giving effect to any amendment or modification thereof in violation of Section 6.02(o) hereof)refinanced.