Common use of Limitations on Upstreaming Clause in Contracts

Limitations on Upstreaming. Agree to any restriction or limitation on the making of Restricted Payments from any Subsidiary of a Borrower to any Borrower, the making of any loans or advances to Borrowers or any other Subsidiary of Borrowers, the repayment or prepayment of any Indebtedness owed by any Subsidiary of Borrowers to any Borrower or any other Subsidiary of Borrowers, or the transferring of assets from any Subsidiary of a Borrower to any Borrower or any other Subsidiary of Borrowers, except for such restrictions existing or by reason of (a) any restrictions existing under the Loan Documents, the Revolving Loan Documents or any other Indebtedness permitted under Section 7.01, (b) customary provisions in leases, subleases, licenses and other contracts restricting the assignment thereof, (c) applicable law, (d) Intra-Company Debt, (e) (i) ordinary course restrictions in joint venture agreements limiting the payment of distributions to the joint venturers (subject to Section 6.17) and (ii) the DevCo LLC Agreement, (f) ordinary course restrictions in mortgage loan documents evidencing Indebtedness permitted under Section 7.01 and consisting of, among other things, (i) provisions requiring funding and maintaining of reserves, (ii) restrictions on the transfer or assignment of the obligor's real or personal Property and (iii) limitations of distributions of the obligor's net revenues or (g) restrictions in contracts for sales or Dispositions of Property permitted hereby; provided that such restrictions relate only to the Property being disposed of.

Limitations on Upstreaming. Agree to any restriction or limitation on the making of Restricted Payments from any Subsidiary of a Borrower to any a Borrower, the making of any loans or advances to Borrowers or any other Subsidiary of Borrowers, the repayment or prepayment of any Indebtedness owed by any Subsidiary of Borrowers to any Borrower or any other Subsidiary of Borrowers, or the transferring of assets from any Subsidiary of a Borrower Borrowers to any Borrower or any other Subsidiary of Borrowers, except for such restrictions existing or by reason of (a) any restrictions existing under the Loan Documents, Documents or the Revolving Casden Loan Documents or any other Indebtedness permitted under Section 7.01, (b) customary provisions in leases, subleases, licenses and other contracts restricting the assignment thereof, (c) applicable law, (d) Intra-Company Debt, (e) (i) ordinary course restrictions in joint venture agreements limiting the payment of distributions to the joint venturers (subject to Section 6.17) ), and (ii) the DevCo LLC Agreement, (f) ordinary course restrictions in mortgage loan documents evidencing Indebtedness permitted under Section 7.01 and consisting of, among other things, things (i) provisions requiring funding and maintaining of reserves, (ii) restrictions on the transfer or assignment of the obligor's real or personal Property and (iii) limitations of distributions of the obligor's net revenues or (g) restrictions in contracts for sales or Dispositions of Property permitted hereby; provided that such restrictions relate only to the Property being disposed of.Property,

Limitations on Upstreaming. Agree to any restriction or limitation on the making of Restricted Payments from any Subsidiary of a Borrower to any a Borrower, the making of any loans or advances to Borrowers or any other Subsidiary of Borrowers, the repayment or prepayment of any Indebtedness owed by any Subsidiary of Borrowers to any Borrower or any other Subsidiary of Borrowers, or the transferring of assets from any Subsidiary of a Borrower Borrowers to any Borrower or any other Subsidiary of Borrowers, except EXCEPT for such restrictions existing or by reason of (a) any restrictions existing under the Loan Documents, the Revolving Term Loan Documents or the Casden Loan Documents or any other Indebtedness permitted under Section 7.017.01 (except as provided in clause (f) below), (b) customary provisions in leases, subleases, licenses and other contracts restricting the assignment thereof, (c) applicable law, (d) Intra-Company Debt, (e) (i) ordinary course restrictions in joint venture agreements limiting the payment of distributions to the joint venturers or contemplated by a Permitted Joint Venture's Organization Documents (subject to Section SECTION 6.17) and (ii) the DevCo LLC Agreement), (f) ordinary course restrictions in mortgage loan documents evidencing Indebtedness permitted under Section SECTION 7.01 and consisting of, among other things, things (i) provisions requiring funding and maintaining of reserves, (ii) restrictions on the transfer or assignment of the obligor's real or personal Property Property, and (iii) limitations of on distributions of the obligor's net revenues revenues, or (g) restrictions in contracts for sales or Dispositions of Property permitted hereby; provided that PROVIDED, THAT, such restrictions relate only to the Property being disposed of.

Limitations on Upstreaming. Agree to any restriction or limitation on the making of Restricted Payments from any Subsidiary of a Borrower to any a Borrower, the making of any loans or advances to Borrowers or any other Subsidiary of Borrowers, the repayment or prepayment of any Indebtedness owed by any Subsidiary of Borrowers to any Borrower or any other Subsidiary of Borrowers, or the transferring of assets from any Subsidiary of a Borrower Borrowers to any Borrower or any other Subsidiary of Borrowers, except EXCEPT for such restrictions existing or by reason of (a) any restrictions existing under the Loan Documents, the Revolving Revolver Loan Documents or the Casden Loan Documents or any other Indebtedness permitted under Section 7.017.01 (except as provided in clause (f) below), (b) customary provisions in leases, subleases, licenses and other contracts restricting the assignment thereof, (c) applicable law, (d) Intra-Company Debt, (e) (i) ordinary course restrictions in joint venture agreements limiting the payment of distributions to the joint venturers or contemplated by a Permitted Joint Venture's Organization Documents (subject to Section SECTION 6.17) and (ii) the DevCo LLC Agreement), (f) ordinary course restrictions in mortgage loan documents evidencing Indebtedness permitted under Section SECTION 7.01 and consisting of, among other things, things (i) provisions requiring funding and maintaining of reserves, (ii) restrictions on the transfer or assignment of the obligor's real or personal Property Property, and (iii) limitations of on distributions of the obligor's net revenues revenues, or (g) restrictions in contracts for sales or Dispositions of Property permitted hereby; provided that PROVIDED, THAT, such restrictions relate only to the Property being disposed of.

Limitations on Upstreaming. Agree to any restriction or limitation on the making of Restricted Payments from any Subsidiary of a Borrower to any a Borrower, the making of any loans or advances to Borrowers or any other Subsidiary of Borrowers, the repayment or prepayment of any Indebtedness owed by any Subsidiary of Borrowers to any Borrower or any other Subsidiary of Borrowers, or the transferring of assets from any Subsidiary of a Borrower Borrowers to any Borrower or any other Subsidiary of Borrowers, except for such restrictions existing or by reason of (a) any restrictions existing under the Loan Documents, Documents or the Revolving Casden Loan Documents or any other Indebtedness permitted under Section 7.017.01 (except as provided in clause (f) below), (b) customary provisions in leases, subleases, licenses and other contracts restricting the assignment thereof, (c) applicable law, (d) Intra-Company Debt, (e) (i) ordinary course restrictions in joint venture agreements limiting the payment of distributions to the joint venturers or contemplated by a Permitted Joint Venture's Organization Documents (subject to Section 6.17) and (ii) the DevCo LLC Agreement), (f) ordinary course restrictions in mortgage loan documents evidencing Indebtedness permitted under Section 7.01 and consisting of, among other things, things (i) provisions requiring funding and maintaining of reserves, (ii) restrictions on the transfer or assignment of the obligor's real or personal Property Property, and (iii) limitations of on distributions of the obligor's net revenues revenues, or (g) restrictions in contracts for sales or Dispositions of Property permitted hereby; provided that provided, that, such restrictions relate only to the Property being disposed of.